8-K

	SECURITIES AND EXCHANGE COMMISSION

	WASHINGTON, D.C.  20549



	FORM 8-K



	CURRENT REPORT

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



Date of Report	August 1, 2002


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


	Delaware
	(State or other jurisdiction of incorporation)


            0-33203					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 August 1, 2002, Landmark Bancorp, Inc. issued a press release announcing its
results for the quarter and six months ended June 30, 2002, and its declaration
of a cash dividend to its shareholders.  The press 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 August 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:  August 1, 2002		By:	/s/ Mark A. Herpich
	                                    Mark A. Herpich
				            Vice President, Secretary, Treasurer
				             and Chief Financial Officer

EX-99

PRESS RELEASE


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


FOR IMMEDIATE RELEASE
August 1, 2002


Landmark Bancorp, Inc. Announces Results For
the Quarter and Six Months Ended June 30,
2002 and Declares Cash Dividend


	(Manhattan, KS, August 1, 2002) Landmark
Bancorp, Inc. (Nasdaq: LARK), a bank holding
company based in Manhattan, Kansas, reported net
earnings for the quarter ended June 30, 2002 of $1.2
million, an increase of 42%, compared to net
earnings of $831,000 for the quarter ended June 30,
2001, according to Patrick L. Alexander, President
and Chief Executive Officer.  Diluted earnings per
share for the quarter ended June 30, 2002 was $.58
versus $.70 for the quarter ended June 30, 2001.
Net earnings for the six months ended June 30, 2002
was $2.1 million, an increase of 55%, compared to
net earnings of $1.4 million for the six months ended
June 30, 2001.  Diluted earnings per share for the six
months ended June 30, 2002 was $1.03 versus $1.17
for the six months ended June 30, 2001.  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 and six months ended June 30, 2002
include MNB's results while the comparable periods
from the prior year does not.

Landmark Bancorp's annualized return on
average assets was 1.27% for the six months ended
June 30, 2002 and return on average equity was
10.75% for that same period.  The annualized return
on average assets was 1.43% for the quarter ended
June 30, 2002 and the return on equity was 12.06%.
The company also announced its board of directors
declared a cash dividend of 15 cents per share to
shareholders of record as of July 31, 2002, payable
August 12, 2002.


	Second quarter net income of $1.2 million
was an increase of $220 thousand, or 23%,
compared to the quarter ended March 31, 2002.
Net interest income increased $208 thousand
compared to the first quarter of 2002, an increase of
7%.  This increase was due primarily to downward
repricing of liabilities at a faster rate than asset
repricing.  Total non-interest income increased
approximately 18%, an increase of $130 thousand.
The majority of this increase was due to an $83
thousand increase in fees and service charges
compared to the prior quarter.  At the same time
total non-interest expense remained constant at $2.2
million.

	Alexander remarked, "We are extremely
pleased about the progress we are making in the
assimilation of the two companies from an
operational and performance perspective.  We
anticipate realizing the balance of the previously
identified cost savings during the third quarter of
2002.  This process will be facilitated by the
consolidation of our data processing systems, which
occurred in June 2002.  We are excited about our
ability to expand our products and services to all of
our customers on a statewide basis, enhancing
revenue while we hold expenses constant."

	Alexander further stated, "Our lending staff's
effort is 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 further improve profitability and enhance our
stockholders' value."

	Landmark Bancorp, Inc.'s total assets
declined to $338 million at June 30, 2002 compared
to $350 million at December 31, 2001.  Loans
receivable, net were $233 million at June 30, 2002
compared to $241 million at December 31, 2001.
At June 30, 2002 and December 31, 2001, the
allowance for loan losses was $2.6 million, or 1.1%
of net loans.  As of June 30, 2002, loans with a
balance of $862,000 were on non-accrual status, or
0.37% of total loans, compared to a balance of $1.0
million loans on non-accrual status, or 0.43% of
total loans, as of December 31, 2001.

	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. 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.

EX-99

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited):

	                         "At June 30,"		"At December 31,"
ASSETS	                             2002		      2001

Cash and cash equivalents	 " $9,330,689 "		" $22,163,258 "
Investment securities	         " 84,606,087 "		 " 75,310,561 "
"Loans receivable, net (1)"	" 232,712,125 "		" 240,978,534 "
"Buildings & equipment, net"	  " 3,610,115 "		  " 3,521,469 "
Goodwill	                  " 2,108,801 "	          " 2,108,801 "
Core deposit intangible	            " 673,637 "		    " 744,546 "
Other assets	                  " 4,959,938 "		  " 4,872,389 "

     TOTAL ASSETS	       " $338,001,392 "	       " $349,699,558 "

LIABILITIES

Deposits	                   " $262,637,881 "		" $273,246,285 "
Federal Home Loan Bank borrowings    " 27,453,160 "		" 28,697,063 "
Other liabilities	              " 7,891,507 "		" 7,551,457 "

     Total liabilities              " 297,982,548 "		" 309,494,805 "

Stockholders' equity	             " 40,018,844 "		" 40,204,753 "

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY "$338,001,392" "$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 $2,579,394 and $2,640,288
      at June 30, 2002 and December 31, 2001, respectively."

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

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (unaudited):
	Six months ended June 30,	Three months ended June 30,
	2002		2001		2002		2001

Interest income	           $9,998,397  $8,360,723   $4,956,001  $4,092,177
Interest expense	    3,859,339   4,997,693    1,782,307  2,354,586

Net interest income	    6,139,058   3,363,030    3,173,694  1,737,591
Provision for loan losses      66,500      60,000       33,000     15,000
Net interest income after
 provision for loan losses  6,072,558   3,303,030  3,140,694 1,722,591
Non-interest income (2) (3) 1,592,149     956,099    861,264 	606,888
Non-interest expense	    4,423,622   2,064,512   2,207,169  1,010,136
Income tax expense	    1,103,243     810,650     615,287  488,250

Net earnings	$2,137,842  $1,383,967  $1,179,502  $831,093

Net earnings per share (4)
  Basic	       $1.06 	       $1.25 	       $0.60 	       $0.75
  Diluted	1.03 		1.17 		0.58 		0.70

Book value per share (4) $20.22  $22.15  $20.22  $22.15

Shares outstanding at end of period 1,978,792 1,147,060 1,978,792 1,147,060

Weighted average diluted common and common
  equivalent shares outstanding 2,073,665 1,187,514 2,035,385 1,195,452


"(2)  Total non-interest income includes gains on sale of loans of $485,483
      for the six months ended June 30, 2002 compared to $257,161 for the six
      months ended June 30, 2001.  Total non-interest income includes gains
      on sale of loans of $235,328 for the three months ended June 30, 2002
      compared to $197,120 for the three months ended June 30, 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 2002.

"(3)  Total non-interest income includes gains on sale of investments of
      $93,418 for the six months ended June 30, 2002 compared to $430,453 for
      the six months ended June 30, 2001.  Total non-interest income includes
      gains on sale of investments of $67,618 for the three months ended June
      30, 2002 compared to $283,290 for the three months ended June 30, 2001.
      This decline in gains on sales of investment was the result of a reduced
      number of investment sales based on the Company's evaluation of the
      investment portfolio.

"(4)  Net earnings per share and book value per share at or for the period
      ended June 30, 2001 have been adjusted to give effect to the 5% stock
      dividend paid in December 2001.


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

	                   Six months ended June 30,  Three months ended June 30,
OTHER DATA (unaudited): 	2002	2001		2002		2001

Return on average assets (5)	1.27%	1.24%	 	1.43%	1.48%
Return on average equity (5)	10.75%	11.35%		12.06%	13.79%
Equity to total assets	        11.84%	12.11%		11.84%	12.11%

(5)  Information for the three and six months ended is annualized.