CAPITOL FEDERAL FINANCIAL
POS AM, 1999-08-03
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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    As filed with the Securities and Exchange Commission on August 3, 1999
                                                 Registration No. 333-68363

                    SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC  20549


                      POST-EFFECTIVE AMENDMENT NO. 1
                             TO THE FORM S-1
                          REGISTRATION STATEMENT
                                  UNDER
                        THE SECURITIES ACT OF 1933



                        CAPITOL FEDERAL FINANCIAL
            (Exact name of registrant as specified in its charter)


United States                6035                         48-1212142
(State or other  (Primary Standard Industrial (I.R.S. Employer Identification
jurisdiction      Classification Code Number)            No.)
of incorporation
or organization)



           700 Kansas Avenue, Topeka, Kansas 66603 (785) 235-1341
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)



            John C. Dicus, Chairman and Chief Executive Officer
                          Capitol Federal Financial
                              700 Kansas Avenue
                             Topeka, Kansas 66603
                                (785) 235-1341
(Name, address, including zip code, and telephone number, including area code,
 of agent for service)


                  Please send copies of all communications to:
                            James S. Fleischer, P.C.
                            Martin L. Meyrowitz, P.C.
                        SILVER, FREEDMAN & TAFF, L.L.P.
     (A limited liability partnership including professional corporations)
                            1100 New York Avenue, N.W.
                            Seventh Floor, East Tower
                              Washington, DC  20005
                                  (202) 414-6100

<PAGE>




                The post-effective amendment is being filed for the purpose of
deregistering under the Securities Act of 1933, as amended, 12,680,530 shares
of Common Stock, par value $.01 per share, of Capitol Federal Financial
covered by Registration Statement No. 333-68363.  The shares have not been
issued as of the date hereof and are no longer being offered.  The offering
resulted in the sale of 37,807,183 shares of the Registrant's Common Stock
at a final offering price of $10.00 per share and 1,512,287 shares of the
Registrant's Common Stock contributed to Capitol Federal Foundation.

<PAGE>

                            SIGNATURES


           Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Form S-1 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Topeka, State of Kansas on July 28, 1999.

                                            CAPITOL FEDERAL FINANCIAL

                                           By:      /s/ JOHN C. DICUS
                                           John C. Dicus
                                           Chairman and Chief Executive Officer
                                           (Duly Authorized Representative)


                           POWER OF ATTORNEY

           Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

      Name              Title                                      Date


John C. Dicus         Chairman and                                July 28, 1999
John C. Dicus         Chief Executive Officer
                      (Principal Executive Officer)


*John C. Dicus        President, Chief Operating                  July 28, 1999
John B. Dicus         Officer and Director



*John C. Dicus        Executive Vice President                    July 28, 1999
Neil F.M. McKay       and Chief Financial Officer
                      (Principal Financial Officer)



*John C. Dicus        First Vice President                        July 28, 1999
Kent G. Townsend      and Controller
                      (Principal Accounting Officer)



*John C. Dicus        Director                                    July 28, 1999
B.B. Andersen



*John C. Dicus        Director                                    July 28, 1999
Robert B. Maupin


<PAGE>



Name                       Title                                      Date


*John C. Dicus       Director                                    July 28, 1999
Frederick P. Reynolds



*John C. Dicus       Director                                    July 28, 1999
Carl W. Quarnstrom



*John C. Dicus       Director                                    July 28, 1999
Marilyn S. Ward








*        By power of attorney dated February 1, 1999.


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