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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0001141688-02-000013.txt : 20020502
<SEC-HEADER>0001141688-02-000013.hdr.sgml : 20020501
ACCESSION NUMBER:		0001141688-02-000013
CONFORMED SUBMISSION TYPE:	8-K/A
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20020501
ITEM INFORMATION:		Other events
FILED AS OF DATE:		20020502

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LANDMARK BANCORP INC
		CENTRAL INDEX KEY:			0001141688
		STANDARD INDUSTRIAL CLASSIFICATION:	BLANK CHECKS [6770]
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-33203
		FILM NUMBER:		02630896

	BUSINESS ADDRESS:	
		STREET 1:		800 POYNTZ AVENUE
		CITY:			MANHATTAN
		STATE:			KS
		ZIP:			66502
		BUSINESS PHONE:		7855652000

	MAIL ADDRESS:	
		STREET 1:		800 POYNTZ AVENUE
		CITY:			MANHATTAN
		STATE:			KS
		ZIP:			66502

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	LANDMARK MERGER CO
		DATE OF NAME CHANGE:	20010530
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K/A
<SEQUENCE>1
<FILENAME>frm8ka1qtr02.txt
<DESCRIPTION>FORM 8-K/A
<TEXT>



	SECURITIES AND EXCHANGE COMMISSION

	WASHINGTON, D.C.  20549



	FORM 8-K/A



	CURRENT REPORT

	Pursuant to Section 13 or 15(d) of
	the Securities Exchange Act of 1934



Date of Report   May 1, 2002


	Landmark Bancorp, Inc.
	(Exact name of Registrant as specified in its charter)


	Delaware
	(State or other jurisdiction of incorporation)


            0-20878					43-1930755
(Commission File Number)		           (I.R.S. Employer Identification Number)



800 Poyntz Avenue, Manhattan, Kansas  66502
         (Address of principal executive offices)  (Zip Code)



(785) 	565-2000
	(Registrant's telephone number, including area code)


Item 5.  Other Information

On May 1, 2002, the Company issued a
corrected press release, correcting a typographical
error in the release issued by the Company on
April 30, 2002.  In the corrected release dated
May 1, 2002, the Company reports that the
earnings per share for the quarter ended
March 31, 2001, was $0.47 and not $0.50, as
reported in the release dated April 30, 2002.
The corrected release is attached hereto as
Exhibit 99.1.

Item 7.  Financial Statements, Pro Forma
Financial Information and Exhibits

	(a)	Financial Statements of Business
Acquired.

		None.

	(b)	Pro Forma Financial Information.

		None.

	(c)	Exhibits.

	99.1	News Release dated
May 1, 2002.

SIGNATURES

	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.


		LANDMARK BANCORP, INC.

Dated:  May 1, 2002
By: /s/Mark A. Herpich
Mark A. Herpich
Vice President, Secretary, Treasurer
    and Chief Financial Officer








	2


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>pressrel302a.txt
<DESCRIPTION>CORRECTED PRESS RELEASE
<TEXT>
CORRECTED PRESS RELEASE


Contacts:
Patrick L. Alexander
President and Chief Executive Officer
Mark A. Herpich
 Chief Financial Officer
(785) 565-2000


FOR IMMEDIATE RELEASE
May 1, 2002


Landmark Bancorp, Inc. Announces Results For
the Quarter Ended March 31, 2002, a Stock
Repurchase Program and Declares Cash
Dividend


	(Manhattan, KS, May 1, 2002) Landmark
Bancorp, Inc. (Nasdaq: LARK), a bank holding
company based in Manhattan, Kansas, reported net
earnings for the quarter ended March 31, 2002 of
$958,000, an increase of 73%, compared to net
earnings of $553,000 for the quarter ended March
31, 2001, according to Patrick L. Alexander,
President and Chief Executive Officer.  Diluted
earnings per share for the quarter ended March 31,
2002 was $.45 versus $.47 for the quarter ended
March 31, 2001.  The earnings release issued
yesterday by Landmark Bancorp inadvertently listed
an incorrect historical number for the first quarter
2001 diluted earnings per share.  The decrease in
earnings per share is primarily the result of the
issuance of 817,806 shares to former MNB
Bancshares, Inc. shareholders as a result of the
October 9, 2001 merger.  As previously reported,
Landmark Bancorp completed the merger of
Landmark Bancshares, Inc. with MNB Bancshares,
Inc. on October 9, 2001.  Accordingly, the results
for the quarter ended March 31, 2002 include
MNB's results while the comparable quarter from
the prior year does not.

Landmark Bancorp's annualized return on
average assets improved to 1.12% for the quarter
ended March 31, 2002 compared to .99% for the
quarter ended March 31, 2001.   In addition, the
annualized return on average equity increased from
9.28% for the quarter ended March 31, 2001 to
9.64% for the quarter ended March 31, 2002.  The
company also announced its board of directors
declared a cash dividend of 15 cents per share to
shareholders of record as of May 8, 2002, payable
May 16, 2002.

	Alexander remarked, "We continue to be
extremely excited about the October 9, 2001 merger
of Landmark Bancshares and MNB Bancshares.
Our earnings increased $405,000 in 2002 to
$958,000, compared to earnings of $553,000 for the
quarter ended March 31, 2001.  This reflects the
enhanced earnings power of the combined company
and the progress made to date in assimilating the
two companies from an operational perspective.  We
are continuing to identify and anticipate
implementing and achieving the majority of the
remaining cost savings by the third quarter of 2002.
This process will be facilitated by the consolidation
of our data processing systems scheduled to occur in
June, 2002."

	Alexander further stated, "Our lending staff's
efforts are focused on growing our commercial and
consumer loan portfolios.  These efforts will not
only further our plans to diversify the loan portfolio
with a mix of higher yielding assets, but will also
allow us to more profitably employ the liquidity
position we currently have as a result of refinancings
and paydowns in our residential mortgage portfolio.
As this effort continues to progress, it should further
enhance our earnings capability and reduce our
earnings exposure related to increasing interest
rates.  We anticipate that the cost savings discussed
earlier, coupled with the efforts of our lending staff,
will improve profitability and enhance our
stockholders' value."

	Landmark Bancorp also announced that the
company's board of directors approved a new stock
repurchase program enabling the company to
repurchase up to 100,800 shares, or 5% of its
outstanding stock.  The company reported the
successful completion of the 5% stock repurchase
program initiated in December 2001, which resulted
in the company repurchasing 97,039 shares at an
average cost per share of $20.68.  The board of
directors approved the new program because it feels
that the company's stock continues to be an
excellent value.  The company currently has
approximately 2 million common shares outstanding.

	Landmark Bancorp, Inc.'s total assets
declined slightly to $339 million at March 31, 2002
compared to $350 million at December 31, 2001.
Loans receivable, net were $232 million at March
31, 2002 compared to $241 million at December 31,
2001.  At March 31, 2002 and December 31, 2001,
the allowance for loan losses was $2.6 million, or
1.1% of net loans.

	Landmark Bancorp, Inc. is the holding
company for Landmark National Bank.  Landmark
National Bank has branches in Manhattan (2),
Auburn, Dodge City (2), Garden City, Great Bend,
Hoisington, LaCrosse, Osage City, Topeka and
Wamego, Kansas.

	Financial highlights for Landmark Bancorp,
Inc. are attached.  In conjunction with the October
9, 2001 merger, Landmark Bancorp, Inc. has
changed its fiscal year end from September 30 to
December 31.  Accordingly, the quarter ended
December 31, 2001 was reported on Form 10-K as a
transition period.  Landmark Bancorp, Inc.'s initial
twelve-month fiscal year end will conclude on
December 31, 2002.

	Forward Looking Statements. This release
may contain forward looking statements.  Forward
looking statements are identifiable by the inclusion
of such qualifications as expects, intends, believes,
may, likely or other indications that the particular
statements are not based upon facts but are rather
based upon the company's beliefs as of the date of
this release.  Actual events and results may differ
significantly from those described in such forward
looking statements, due to changes in the economy,
interest rates or other factors.  For additional
information about the factors, please review our
filings with the Securities and Exchange
Commission.








</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>pressrel302.txt
<DESCRIPTION>FINANCIAL HIGHLIGHTS
<TEXT>
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited):

	"At March 31,"	"At December 31,"
ASSETS	2002	2001

Cash and cash equivalents	" $9,994,627 "	" $22,163,258 "
Investment securities	" 86,228,489 "	" 75,310,561 "
"Loans receivable, net (1)"	" 231,570,283 "	" 240,978,534 "
"Buildings & equipment, net"	" 3,529,423 "	" 3,521,469 "
Goodwill	" 2,108,801 "	" 2,108,801 "
Core deposit intangible	" 709,091 "	" 744,546 "
Other assets	" 4,797,552 "	" 4,872,389 "

     TOTAL ASSETS	" $338,938,266 "	" $349,699,558 "

LIABILITIES

Deposits	" $264,301,826 "	" $273,246,285 "
Federal Home Loan Bank borrowings	" 28,592,969 "	" 28,697,063 "
Other liabilities	" 6,742,454 "	" 7,551,457 "

     Total liabilities	" 299,637,249 "	" 309,494,805 "

Stockholders' equity	" 39,301,017 "	" 40,204,753 "

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY " $338,938,266 " " $349,699,558 "

"(1)  Loans receivable are presented after adjustments for undisbursed loan
      funds, unearned fees and discounts and the allowance for loan losses.
      The allowance for loan losses was $2,625,625 and $2,640,288 at
      March 31, 2002 and December 31, 2001, respectively."

===========================================================================

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (unaudited):
			"    Three months ended March 31,"
			2002		2001

Interest income			" $5,042,396 "		" $4,268,546 "
Interest expense			" 2,077,032 "		" 2,643,107 "

Net interest income			" 2,965,364 "		" 1,625,439 "
Provision for loan losses			" 33,500 "		" 45,000 "
Net interest income after
  provision for loan losses			" 2,931,864 "		" 1,580,439 "

Non-interest income (2)			" 730,885 "		" 349,211 "
Non-interest expense			" 2,216,453 "		" 1,054,376 "
Income tax expense			" 487,956 "		" 322,400 "

Net earnings			" $958,340 "		" $552,874 "

Net earnings per share (3)
  Basic			 $0.47 		 $0.50
  Diluted			0.45 		0.47

Book value per share (3)			 $19.49 		 $21.57

Shares outstanding at end of period			" 2,016,496 "		" 1,147,060 "

Weighted average diluted common and common
  equivalent shares outstanding			" 2,111,477 "		" 1,188,890 "


"(2)  Total non-interest income includes gains on sale of loans of $250,155
      for the three months ended March 31, 2002 compared to $60,041 for the
      three months ended March 31, 2001.  This improvement in gains on sale
      of loans resulted from the increased level of loan originations
      due to the decrease in home mortgage interest rates during 2001.

"(3)  Net earnings per share and book value per share at or for the period
      ended March 31, 2001 have been adjusted to give effect to the 5% stock
      dividend paid during December 2001.



===================================================================

			"        Three months ended March 31,"
OTHER DATA (unaudited): 			2002		2001

Return on average assets (4)			1.12%		0.99%
Return on average equity (4)			9.64%		9.28%
Equity to total assets			11.60%		11.08%

(4)  Information for the three months ended is annualized.










</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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