As filed with the Securities and Exchange Commission on June 28, 1999.
                                            Registration No. 333-_______________

                       SECURITIES AND EXCHANGE COMMISSION
--------------------------------------------------------------------------------
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                          ---------------------------

                       First Kansas Financial Corporation
                       ----------------------------------
             (Exact name of Registrant as specified in its charter)

         Kansas                                                   48-1198888
--------------------------------                             -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                                 600 Main Street
                            Osawatomie, Kansas 66064
                            ------------------------
                    (Address of principal executive offices)

--------------------------------------------------------------------------------
            First Kansas Financial Corporation 1999 Stock Option Plan
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
                      ------------------------------------
            (Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
<S>                     <C>                 <C>                    <C>                     <C>
======================== =================== ====================== ======================= ========================
Title of                                       Proposed Maximum        Proposed Maximum             Amount of
Securities to               Amount to be      Offering Price Per      Aggregate Offering           Registration
be Registered              Registered (1)            Share                   Price (2)                Fee (2)
-------------              --------------     ------------------     --------------------    -----------------------
Common Stock
$0.10 par value
per share                  155,393 shares                  (2)            $1,664,646                $462.77
======================== =================== ====================== ======================= ========================
</TABLE>

(1)      The maximum number of shares of common stock issuable upon awards to be
         granted under the First Kansas Financial  Corporation 1999 Stock Option
         Plan (the "Plan") consists of 155,393 shares which are being registered
         under this  Registration  Statement and for which a registration fee is
         being paid. Additionally,  an indeterminate number of additional shares
         which may be  offered  and issued to prevent  dilution  resulting  from
         stock splits, dividends or similar transactions.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 155,393 shares are being  registered
         hereby,  of which 132,079 shares are under option at a weighted average
         exercise price of $10.75 per share  ($1,419,849 in the aggregate).  The
         remainder of such shares,  which are not  presently  subject to options
         (23,314  shares),  are being  registered  based upon the average of the
         high and low selling prices of the common stock on the Nasdaq  National
         Market  System on June 24, 1999.  Of $10.50 per share  ($244,797 in the
         aggregate) for a total offering of $1,664,646.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.


<PAGE>






                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
-------

Item 2.  Registrant Information and Employee Plan Annual Information. *
-------

         *This  Registration  Statement  relates to the  registration of 155,393
shares of First Kansas  Financial  Corporation  (the "Company" or  "Registrant")
common  stock,  $.10 par  value per  share  (the  "Common  Stock")  issuable  to
employees,  officers and  directors of the  Registrant  or its  subsidiaries  as
compensation  for  services  in  accordance  with  the  First  Kansas  Financial
Corporation  1999 Stock  Option  Plan (the  "Plan").  Documents  containing  the
information  required by Part I of this  Registration  Statement will be sent or
given to participants in the Plan as specified by Rule 428(b)(1). Such documents
are not filed with the Securities  and Exchange  Commission  (the  "Commission")
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements pursuant to Rule 424, in reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
-------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act") on  April  16,  1998  and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         (a) The Company's  Registration  Statement on Form SB-2 (No. 333-48093)
filed with the Commission on March 17, 1998 and amendments thereto;

         (b) The  Company's  Annual  Report on Form  10-KSB  for the year  ended
December 31, 1998, as filed with the Commission;

         (c) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1999, as filed with the Commission;

         (d) The Company's Definitive Proxy Statement related to the 1999 Annual
Meeting of stockholders as filed with the Commission;

         (e) The Company's  Definitive  Proxy  Statement  related to the special
meeting of stockholders  held on February 2, 1999, as filed with the Commission;
and

         (f) The  description  of the  Company's  securities as contained in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
April 16, 1998.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered


<PAGE>

have been sold or which  deregisters all securities then remaining  unsold shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.
-------

         Not Applicable

Item 5.  Interests of Named Experts and Counsel.
-------

         Not Applicable

Item 6.  Indemnification of Directors and Officers.
-------

         Section 17-6305 of the Kansas General  Corporation Code describes those
circumstances  under  which  directors,  officers,  employees  and agents may be
insured  or  indemnified  against  liability  which  they  may  incur  in  their
capacities as such.

         Provisions regarding indemnification of directors,  officers, employees
or agents of the Company are contained in Article 18 of the  Company's  Articles
of Incorporation.

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the Securities Act of 1933, as amended.

         The Registrant believes that these provisions assist the Registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
Registrant and its subsidiary.  However, a result of such provisions could be to
increase the expenses of the  Registrant and  effectively  reduce the ability of
stockholders  to sue on behalf of the Registrant  because certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  Registrant
could be required to be repaid by the Registrant to an indemnified party.

         The Company may purchase and maintain insurance on behalf of any person
who is or was a director,  officer,  employee,  or agent of the Company or is or
was serving at the request of the Company as a director,  officer,  employee, or
agent of  another  corporation,  partnership,  joint  venture,  trust,  or other
enterprise against any liability asserted against the person and incurred by the
person in any such capacity or arising out of his status as such, whether or not
the Company would have the power to indemnify the person  against such liability
under the provisions of the Articles of Incorporation.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been  informed that in the opinion of the  Commission  such  indemnification  is
against   public   policy  as  expressed  in  the  1933  Act  and  is  therefore
unenforceable.

Item 7.  Exemption from Registration Claimed.
-------

         Not Applicable



<PAGE>




Item 8.  Exhibits.
-------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

Item 9.  Undertakings.
-------

         (a)      The undersigned Registrant hereby undertakes:

                    (1) To file,  during any period in which offers or sales are
                    being made, a post-effective  amendment to this Registration
                    Statement;

                    (i) To include any prospectus  required by Section  10(a)(3)
                    of the 1933 Act;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                    arising  after  the  effective  date  of  the   Registration
                    Statement  (or  the  most  recent  post-effective  amendment
                    thereof) which, individually or in the aggregate,  represent
                    a  fundamental  change in the  information  set forth in the
                    Registration Statement;

                    (iii) To include any  material  information  with respect to
                    the F plan of distribution  not previously  disclosed in the
                    Registration  Statement  or  any  material  change  to  such
                    information in the Registration Statement;

provided  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do no apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the 1933 Act,  each such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under the 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) that is  incorporated by reference in
the Registration  Statement shall be deemed to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report


<PAGE>

that is specifically incorporated by reference in the prospectus to provide such
interim financial information.

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 1933 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the  successful  defense of any action,  suit, or  proceeding) is asserted by
such director,  officer, or controlling person in connection with the securities
being registered,  the Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public  policy  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.



<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Osawatomie  in the State of Kansas,  as of June 28,
1999.

                                  FIRST KANSAS FINANCIAL CORPORATION


                                  By:      /s/ Larry V. Bailey
                                           -------------------------------------
                                           Larry V. Bailey
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the  undersigned  directors and officers of First Kansas  Financial
Corporation,  do hereby severally  constitute and appoint Larry V. Bailey as our
true and lawful  attorney  and  agent,  to do any and all things and acts in our
names in the capacities  indicated  below and to execute any and all instruments
for us and in our names in the  capacities  indicated  below which said Larry V.
Bailey  may deem  necessary  or  advisable  to  enable  First  Kansas  Financial
Corporation,  to comply with the  Securities  Act of 1933,  as amended,  and any
rules,  regulations and requirements of the Securities and Exchange  Commission,
in  connection  with the  Registration  Statement  on Form S-8  relating  to the
offering of the Company's Common Stock, including specifically,  but not limited
to, power and  authority to sign,  for any of us in our names in the  capacities
indicated  below,  the  Registration   Statement  and  any  and  all  amendments
(including post-effective  amendments) thereto; and we hereby ratify and confirm
all that said Larry V. Bailey shall do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated as of the date indicated.


/s/ William R. Butler, Jr.              /s/ J. Darcy Domoney
----------------------------------      ----------------------------------------
William R. Butler, Jr.                  J. Darcy Domoney
Director                                Chairman


Date:  June 28, 1999                    Date:  June 28,1999
       -------------                           ------------


/s/ Roger L. Coltrin                    /s/ James E. Breckenridge
----------------------------------      ----------------------------------------
Roger L. Coltrin                        James E. Breckenridge
Director                                Director


Date:  June 28,1999                     Date:  June 28,1999
       -------------                           ------------

/s/ Larry V. Bailey                     /s/ Donald V.Meyer
----------------------------------      ----------------------------------------
Larry V. Bailey                         Donald V. Meyer
Director, President, CEO and CFO        Director

Date:  June 28,1999                     Date:  June 28,1999
       -------------                           ------------


/s/ James J. Caseart
----------------------------------
James J. Caseart
Vice President and Treasurer
(Principal Accounting Officer)

Date:  June 28,1999
       -------------


<PAGE>






                                INDEX TO EXHIBITS



Exhibit                    Description
-------                    -----------
<TABLE>
<CAPTION>
    <S>       <C>
     4.1       First Kansas Financial Corporation
               1999 Stock Option Plan

     4.2       Form of Stock  Option  Agreement  to be entered  into with respect to Incentive
               Stock Options

     4.3       Form  of  Stock   Option   Agreement   to  be  entered  into  with  respect  to
               Non-Incentive Stock Options

     4.4       Form of Stock Award Tax Notice

     5.1       Opinion of Malizia  Spidi & Fisch,  PC as to the  validity of the
               Common Stock being registered

    23.1       Consent of Malizia  Spidi & Fisch,  PC (appears in their  opinion
               filed as Exhibit 5.1)

    23.2       Consent of KPMG LLP

     24        Reference is made to the Signatures  section of this Registration
               Statement for the Power of Attorney contained therein

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19926}]
{"company-data": {"conformed-name": "FIRST KANSAS FINANCIAL CORP", "cik": "0001056811", "assigned-sic": "6035", "irs-number": "481198888", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81667", "film-number": "99653305"}, "business-address": {"street1": "600 MAIN ST", "city": "OSAWATOMIE", "state": "KS", "zip": "66064", "phone": "9137553033"}, "mail-address": {"street1": "600 MAIN ST", "city": "OSAWATOMIE", "state": "KS", "zip": "66064"}}
As filed with the Securities and Exchange Commission on June 28, 1999.
                                            Registration No. 333-_______________

                       SECURITIES AND EXCHANGE COMMISSION
--------------------------------------------------------------------------------
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                          ---------------------------

                       First Kansas Financial Corporation
                       ----------------------------------
             (Exact name of Registrant as specified in its charter)

         Kansas                                                   48-1198888
--------------------------------                             -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                                 600 Main Street
                            Osawatomie, Kansas 66064
                            ------------------------
                    (Address of principal executive offices)

--------------------------------------------------------------------------------
            First Kansas Financial Corporation 1999 Stock Option Plan
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
                      ------------------------------------
            (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
======================== =================== ====================== ======================= ========================
Title of                                       Proposed Maximum        Proposed Maximum             Amount of
Securities to               Amount to be      Offering Price Per      Aggregate Offering           Registration
be Registered              Registered (1)            Share                   Price (2)                Fee (2)
-------------              --------------     ------------------     --------------------    -----------------------
Common Stock
$0.10 par value
per share                  155,393 shares                  (2)            $1,664,646                $462.77
======================== =================== ====================== ======================= ========================
(1)      The maximum number of shares of common stock issuable upon awards to be
         granted under the First Kansas Financial  Corporation 1999 Stock Option
         Plan (the "Plan") consists of 155,393 shares which are being registered
         under this  Registration  Statement and for which a registration fee is
         being paid. Additionally,  an indeterminate number of additional shares
         which may be  offered  and issued to prevent  dilution  resulting  from
         stock splits, dividends or similar transactions.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 155,393 shares are being  registered
         hereby,  of which 132,079 shares are under option at a weighted average
         exercise price of $10.75 per share  ($1,419,849 in the aggregate).  The
         remainder of such shares,  which are not  presently  subject to options
         (23,314  shares),  are being  registered  based upon the average of the
         high and low selling prices of the common stock on the Nasdaq  National
         Market  System on June 24, 1999.  Of $10.50 per share  ($244,797 in the
         aggregate) for a total offering of $1,664,646.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
-------

Item 2.  Registrant Information and Employee Plan Annual Information. *
-------

         *This  Registration  Statement  relates to the  registration of 155,393
shares of First Kansas  Financial  Corporation  (the "Company" or  "Registrant")
common  stock,  $.10 par  value per  share  (the  "Common  Stock")  issuable  to
employees,  officers and  directors of the  Registrant  or its  subsidiaries  as
compensation  for  services  in  accordance  with  the  First  Kansas  Financial
Corporation  1999 Stock  Option  Plan (the  "Plan").  Documents  containing  the
information  required by Part I of this  Registration  Statement will be sent or
given to participants in the Plan as specified by Rule 428(b)(1). Such documents
are not filed with the Securities  and Exchange  Commission  (the  "Commission")
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements pursuant to Rule 424, in reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
-------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act") on  April  16,  1998  and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         (a) The Company's  Registration  Statement on Form SB-2 (No. 333-48093)
filed with the Commission on March 17, 1998 and amendments thereto;

         (b) The  Company's  Annual  Report on Form  10-KSB  for the year  ended
December 31, 1998, as filed with the Commission;

         (c) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1999, as filed with the Commission;

         (d) The Company's Definitive Proxy Statement related to the 1999 Annual
Meeting of stockholders as filed with the Commission;

         (e) The Company's  Definitive  Proxy  Statement  related to the special
meeting of stockholders  held on February 2, 1999, as filed with the Commission;
and

         (f) The  description  of the  Company's  securities as contained in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
April 16, 1998.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered
have been sold or which  deregisters all securities then remaining  unsold shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.
-------

         Not Applicable

Item 5.  Interests of Named Experts and Counsel.
-------

         Not Applicable

Item 6.  Indemnification of Directors and Officers.
-------

         Section 17-6305 of the Kansas General  Corporation Code describes those
circumstances  under  which  directors,  officers,  employees  and agents may be
insured  or  indemnified  against  liability  which  they  may  incur  in  their
capacities as such.

         Provisions regarding indemnification of directors,  officers, employees
or agents of the Company are contained in Article 18 of the  Company's  Articles
of Incorporation.

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the Securities Act of 1933, as amended.

         The Registrant believes that these provisions assist the Registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
Registrant and its subsidiary.  However, a result of such provisions could be to
increase the expenses of the  Registrant and  effectively  reduce the ability of
stockholders  to sue on behalf of the Registrant  because certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  Registrant
could be required to be repaid by the Registrant to an indemnified party.

         The Company may purchase and maintain insurance on behalf of any person
who is or was a director,  officer,  employee,  or agent of the Company or is or
was serving at the request of the Company as a director,  officer,  employee, or
agent of  another  corporation,  partnership,  joint  venture,  trust,  or other
enterprise against any liability asserted against the person and incurred by the
person in any such capacity or arising out of his status as such, whether or not
the Company would have the power to indemnify the person  against such liability
under the provisions of the Articles of Incorporation.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been  informed that in the opinion of the  Commission  such  indemnification  is
against   public   policy  as  expressed  in  the  1933  Act  and  is  therefore
unenforceable.

Item 7.  Exemption from Registration Claimed.
-------

         Not Applicable
Item 8.  Exhibits.
-------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

Item 9.  Undertakings.
-------

         (a)      The undersigned Registrant hereby undertakes:

                    (1) To file,  during any period in which offers or sales are
                    being made, a post-effective  amendment to this Registration
                    Statement;

                    (i) To include any prospectus  required by Section  10(a)(3)
                    of the 1933 Act;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                    arising  after  the  effective  date  of  the   Registration
                    Statement  (or  the  most  recent  post-effective  amendment
                    thereof) which, individually or in the aggregate,  represent
                    a  fundamental  change in the  information  set forth in the
                    Registration Statement;

                    (iii) To include any  material  information  with respect to
                    the F plan of distribution  not previously  disclosed in the
                    Registration  Statement  or  any  material  change  to  such
                    information in the Registration Statement;

provided  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do no apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the 1933 Act,  each such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under the 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) that is  incorporated by reference in
the Registration  Statement shall be deemed to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus to provide such
interim financial information.

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 1933 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the  successful  defense of any action,  suit, or  proceeding) is asserted by
such director,  officer, or controlling person in connection with the securities
being registered,  the Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public  policy  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Osawatomie  in the State of Kansas,  as of June 28,
1999.

                                  FIRST KANSAS FINANCIAL CORPORATION

                                  By:      /s/ Larry V. Bailey
                                           -------------------------------------
                                           Larry V. Bailey
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the  undersigned  directors and officers of First Kansas  Financial
Corporation,  do hereby severally  constitute and appoint Larry V. Bailey as our
true and lawful  attorney  and  agent,  to do any and all things and acts in our
names in the capacities  indicated  below and to execute any and all instruments
for us and in our names in the  capacities  indicated  below which said Larry V.
Bailey  may deem  necessary  or  advisable  to  enable  First  Kansas  Financial
Corporation,  to comply with the  Securities  Act of 1933,  as amended,  and any
rules,  regulations and requirements of the Securities and Exchange  Commission,
in  connection  with the  Registration  Statement  on Form S-8  relating  to the
offering of the Company's Common Stock, including specifically,  but not limited
to, power and  authority to sign,  for any of us in our names in the  capacities
indicated  below,  the  Registration   Statement  and  any  and  all  amendments
(including post-effective  amendments) thereto; and we hereby ratify and confirm
all that said Larry V. Bailey shall do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated as of the date indicated.

/s/ William R. Butler, Jr.              /s/ J. Darcy Domoney
----------------------------------      ----------------------------------------
William R. Butler, Jr.                  J. Darcy Domoney
Director                                Chairman

Date:  June 28, 1999                    Date:  June 28,1999
       -------------                           ------------

/s/ Roger L. Coltrin                    /s/ James E. Breckenridge
----------------------------------      ----------------------------------------
Roger L. Coltrin                        James E. Breckenridge
Director                                Director

Date:  June 28,1999                     Date:  June 28,1999
       -------------                           ------------

/s/ Larry V. Bailey                     /s/ Donald V.Meyer
----------------------------------      ----------------------------------------
Larry V. Bailey                         Donald V. Meyer
Director, President, CEO and CFO        Director

Date:  June 28,1999                     Date:  June 28,1999
       -------------                           ------------

/s/ James J. Caseart
----------------------------------
James J. Caseart
Vice President and Treasurer
(Principal Accounting Officer)

Date:  June 28,1999
       -------------
INDEX TO EXHIBITS

Exhibit                    Description
-------                    -----------
4.1       First Kansas Financial Corporation
               1999 Stock Option Plan

     4.2       Form of Stock  Option  Agreement  to be entered  into with respect to Incentive
               Stock Options

     4.3       Form  of  Stock   Option   Agreement   to  be  entered  into  with  respect  to
               Non-Incentive Stock Options

     4.4       Form of Stock Award Tax Notice

     5.1       Opinion of Malizia  Spidi & Fisch,  PC as to the  validity of the
               Common Stock being registered

    23.1       Consent of Malizia  Spidi & Fisch,  PC (appears in their  opinion
               filed as Exhibit 5.1)

    23.2       Consent of KPMG LLP

     24        Reference is made to the Signatures  section of this Registration
               Statement for the Power of Attorney contained therein