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
                                 (913) 755-3033
                                 --------------
                    (Address of principal executive offices)

                    First Kansas Federal Savings Association
               Employees' Savings & Profit Sharing Plan and Trust
                             ---------------------
                            (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       Offering Price          Registration
be Registered(1)             Registered(2)            Share(3)                 (4)                       Fee
----------------          --------------------   --------------------   --------------------      ------------------
Common Stock
$0.10 par value
per share                       22,858                 $10.50                $240,009                $66.72

======================== ====================== ====================== ====================== ======================
</TABLE>

(1)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  registration  statement  also covers an  indeterminate  amount of
         interests to be offered or sold  pursuant to the First  Kansas  Federal
         Savings Association  Employees' Savings & Profit Sharing Plan and Trust
         (the "Plan"), as described herein.
(2)      Estimates the maximum number of shares  expected to be issued under the
         Plan assuming that all employer and employee  contributions to the Plan
         are used to purchase  shares of Common Stock of First Kansas  Financial
         Corporation (the "Company"),  together with an indeterminate  number of
         shares which may be necessary to adjust the number of additional shares
         of Common Stock  reserved  for issuance  pursuant to the Plan and being
         registered  herein,  as the result of a stock  split,  stock  dividend,
         reclassification,  recapitalization,  or similar  adjustment(s)  of the
         Common Stock of the Company.
(3)      Estimated  solely for the purpose of calculating the  registration  fee
         and calculated pursuant to Rule 457(c) based on the average of the high
         and low  prices of the Common  Stock  reported  in the Nasdaq  National
         Market System on June 24, 1999.
(4)      Estimated based on (2) and (3) above.

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


<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 22,858
shares of Common  Stock,  $0.10 par value per share,  of First Kansas  Financial
Corporation  (the "Company")  reserved for issuance and delivery under the First
Kansas Federal Savings Association  Employees' Savings & Profit Sharing Plan and
Trust (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


                                     - 2 -
<PAGE>

         (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


                                     - 3 -
<PAGE>

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.

         In lieu of an opinion of counsel  concerning the Plan's compliance with
the requirements of ERISA,  the Company hereby  undertakes that it has submitted
the Plan and any amendment  thereto to the Internal Revenue Service ("IRS") in a
timely manner and will make all changes  required by the IRS in order to qualify
the Plan.

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 Securities Act of 1933;

                    (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 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
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement;

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, 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.



                                     - 4 -
<PAGE>

                  (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 Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  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  Securities  Exchange Act of
1934;  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
Securities Act of 1933 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.

                                     - 5 -
<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




<PAGE>



/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>


                                                    SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
undersigned trustee of the First Kansas Federal Savings  Association  Employees'
Savings  & Profit  Sharing  Plan and  Trust has duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of New  York,  State of New  York,  on this 28th day of
June, 1999.

                        Trustee for the First Kansas Federal Savings Association
                        Employees' Savings & Profit Sharing Plan
                        and Trust

                        The Bank of New York

                        By       Chad Kanhai
                                 -----------------------------------------------
                        Its      Assistant Vice President
                                 -----------------------------------------------



<PAGE>


                                INDEX TO EXHIBITS


Exhibit                        Description
-------                        -----------

4.1  First Kansas  Federal  Savings  Association  Employees'  Savings and Profit
     Sharing Plan and Trust Basic Plan Document

4.2  First Kansas  Federal  Savings  Association  Employees'  Savings and Profit
     Sharing Plan and Trust Adoption Agreement

4.3  Summary Plan Description of the Plan

4.4  Trust Document for the Plan

5.1  Favorable  determination  letter dated June 26, 1998,  confirming  that the
     Plan is qualified  under Section 401 of the Internal  Revenue Code of 1986,
     as amended

23.1 Consent of KPMG LLP
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21061}]
{"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": "333-81699", "film-number": "99653595"}, "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
                                 (913) 755-3033
                                 --------------
                    (Address of principal executive offices)

                    First Kansas Federal Savings Association
               Employees' Savings & Profit Sharing Plan and Trust
                             ---------------------
                            (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       Offering Price          Registration
be Registered(1)             Registered(2)            Share(3)                 (4)                       Fee
----------------          --------------------   --------------------   --------------------      ------------------
Common Stock
$0.10 par value
per share                       22,858                 $10.50                $240,009                $66.72

======================== ====================== ====================== ====================== ======================
(1)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  registration  statement  also covers an  indeterminate  amount of
         interests to be offered or sold  pursuant to the First  Kansas  Federal
         Savings Association  Employees' Savings & Profit Sharing Plan and Trust
         (the "Plan"), as described herein.
(2)      Estimates the maximum number of shares  expected to be issued under the
         Plan assuming that all employer and employee  contributions to the Plan
         are used to purchase  shares of Common Stock of First Kansas  Financial
         Corporation (the "Company"),  together with an indeterminate  number of
         shares which may be necessary to adjust the number of additional shares
         of Common Stock  reserved  for issuance  pursuant to the Plan and being
         registered  herein,  as the result of a stock  split,  stock  dividend,
         reclassification,  recapitalization,  or similar  adjustment(s)  of the
         Common Stock of the Company.
(3)      Estimated  solely for the purpose of calculating the  registration  fee
         and calculated pursuant to Rule 457(c) based on the average of the high
         and low  prices of the Common  Stock  reported  in the Nasdaq  National
         Market System on June 24, 1999.
(4)      Estimated based on (2) and (3) above.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933.
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 22,858
shares of Common  Stock,  $0.10 par value per share,  of First Kansas  Financial
Corporation  (the "Company")  reserved for issuance and delivery under the First
Kansas Federal Savings Association  Employees' Savings & Profit Sharing Plan and
Trust (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

                                     - 2 -
(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

                                     - 3 -
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.

         In lieu of an opinion of counsel  concerning the Plan's compliance with
the requirements of ERISA,  the Company hereby  undertakes that it has submitted
the Plan and any amendment  thereto to the Internal Revenue Service ("IRS") in a
timely manner and will make all changes  required by the IRS in order to qualify
the Plan.

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 Securities Act of 1933;

                    (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 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
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement;

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, 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.

                                     - 4 -
(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 Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  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  Securities  Exchange Act of
1934;  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
Securities Act of 1933 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.

                                     - 5 -
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
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
undersigned trustee of the First Kansas Federal Savings  Association  Employees'
Savings  & Profit  Sharing  Plan and  Trust has duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of New  York,  State of New  York,  on this 28th day of
June, 1999.

                        Trustee for the First Kansas Federal Savings Association
                        Employees' Savings & Profit Sharing Plan
                        and Trust

                        The Bank of New York

                        By       Chad Kanhai
                                 -----------------------------------------------
                        Its      Assistant Vice President
                                 -----------------------------------------------
INDEX TO EXHIBITS

Exhibit                        Description
-------                        -----------

4.1  First Kansas  Federal  Savings  Association  Employees'  Savings and Profit
     Sharing Plan and Trust Basic Plan Document

4.2  First Kansas  Federal  Savings  Association  Employees'  Savings and Profit
     Sharing Plan and Trust Adoption Agreement

4.3  Summary Plan Description of the Plan

4.4  Trust Document for the Plan

5.1  Favorable  determination  letter dated June 26, 1998,  confirming  that the
     Plan is qualified  under Section 401 of the Internal  Revenue Code of 1986,
     as amended

23.1 Consent of KPMG LLP