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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        DATE OF REPORT: FEBRUARY 22, 2006
                        (Date of earliest event reported)

                           GOLD BANC CORPORATION, INC.
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             (Exact name of registrant as specified in its charter)

                Kansas                      0-28936              48-1008593
       (State of Incorporation)           (Commission           (IRS Employer
                                         File Number)        Identification No.)

                    11301 NALL AVENUE, LEAWOOD, KANSAS 66211
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               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (913) 451-8050

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[  ] Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[ ]  Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
     Exchange Act (17 CFR 240.13e-4(c))

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ITEM 8.01  OTHER EVENTS

Dividend declaration

     On February 22, 2006, our Board of Directors  declared a regular  quarterly
dividend of $0.05 per common share.  The dividend will be paid on March 10, 2006
to shareholders of record as of March 4, 2006.

No earnings announcement

     As previously  disclosed in our current  reports on Form 8-K dated November
9, 2005 and January 25, 2006,  we have agreed to merge with and into  Marshall &
Ilsley Corporation  (NYSE:MI).  In light of the pending merger, we do not intend
to issue an earnings  release or hold an earnings  call for the quarter and year
ended December 31, 2005 and will instead announce  earnings in our annual report
on Form 10-K for the year ended December 31, 2005.

                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, hereunto duly authorized.

                                           GOLD BANC CORPORATION, INC.

    Dated:  February 22, 2006              By:   /s/ Richard J. Tremblay
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                                                 Richard J. Tremblay
                                                 Chief Financial Officer