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 (Date of earliest event reported): May 28, 2004

                               Brooke Corporation
             (Exact name of Registrant as specified in its charter)

              Kansas                       0-31789               48-1009756
 (State or other jurisdiction of       (Commission File       (I.R.S. Employer
  incorporation or organization)         File Number)        Identification No.)

           10950 Grandview Dr., Suite 600, Overland Park, Kansas 66210
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (913) 661-0123

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Item 5. Other events

On May 28, 2004, Brooke  Corporation (the  "Registrant")  issued a press release
(hereinafter referred to as "Press Release") announcing new developments.  Press
Release is attached hereto and referenced as Exhibit 99.1.

This press release contains forward-looking statements.  Investors are cautioned
that all forward-looking statements involve risks and uncertainties, and several
factors  could  cause  actual  results  to differ  materially  from those in the
forward-looking  statements.  Forward-looking  statements  relate to anticipated
revenues,  gross margins,  earnings,  and growth of the market for our products.
The following factors,  among others,  could cause actual results to differ from
those indicated in the forward-looking statements: uncertainties associated with
market  acceptance  of  and  demand  for  the  Company's  products,   impact  of
competitive   products  and  pricing,   dependence  on  third  party  suppliers,
uncertainties associates with the development of technology,  and the dependence
on intellectual  property  rights.  Investors are directed to the Company's 2002
annual  report,  which is available  from the Company  without charge for a more
complete description of the Company's business.

Item 7. Financial Statements and Exhibits

      (c)   Exhibits.

            Exhibit 99.1        Press Release dated May 28, 2004


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                                    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, thereto duly authorized.

                                                          BROOKE CORPORATION

Date: May 28, 2004                                        By: /s/ Robert D. Orr
                                                              -----------------
                                                              Robert D. Orr
                                                              CEO


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                                  EXHIBIT INDEX

Exhibit No.             Description
- -----------             -----------

99.1                    Press Release dated May 28, 2004


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