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	January 22, 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 September 27, 2001, the Board of
Directors of Landmark Bancorp, Inc. (the
"Company") declared a dividend of one preferred
share purchase right (a "Right") for each
outstanding share of common stock, par value
$0.01 per share, of the Company (the "Common
Stock").  The dividend is payable on February 13,
2002, to the stockholders of record on February 1,
2002 (the "Record Date").  Each Right entitles the
registered holder to purchase from the Company
one one-thousandth of a share of Series A Junior
Participating Preferred Stock, par value $0.01 per
share, of the Company (the "Preferred Stock") at a
price of $60.00 per one one-thousandth of a share
of Preferred Stock (the "Purchase Price"), subject
to adjustment.  The description and terms of the
Rights are set forth in a Rights Agreement dated as
of October 3, 2001, as the same may be amended
from time to time (the "Rights Agreement"),
between the Company and Landmark National
Bank, as Rights Agent (the "Rights Agent").

Until the earlier to occur of (i) 10 days
following a public announcement that a person or
group of affiliated or associated persons (with
certain exceptions, an "Acquiring Person") has
acquired beneficial ownership of 15% or more of
the outstanding shares of Common Stock or (ii) 10
business days (or such later date as may be
determined by action of the Board of Directors
prior to such time as any person or group of
affiliated persons becomes an Acquiring Person)
following the commencement of, or announcement
of an intention to make, a tender offer or exchange
offer the consummation of which would result in
the beneficial ownership by a person or group of
15% or more of the outstanding shares of
Common Stock (the earlier of such dates being
called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common
Stock certificates outstanding as of the Record
Date, by such Common Stock certificate together
with a copy of this Summary of Rights.

The Rights Agreement provides that,
until the Distribution Date (or earlier expiration of
the Rights), the Rights will be transferred with and
only with the Common Stock.  Until the
Distribution Date (or earlier expiration of the
Rights), new Common Stock certificates issued
after the Record Date upon transfer or new
issuances of Common Stock will contain a notation
incorporating the Rights Agreement by reference.
Until the Distribution Date (or earlier expiration of
the Rights), the surrender for transfer of any
certificates for shares of Common Stock
outstanding as of the Record Date, even without
such notation or a copy of this Summary of Rights,
will also constitute the transfer of the Rights
associated with the shares of Common Stock
represented by such certificate.  As soon as
practicable following the Distribution Date,
separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record
of the Common Stock as of the close of business
on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.

The Rights are not exercisable until the
Distribution Date.  The Rights will expire on
October 3, 2011 (the "Final Expiration Date"),
unless the Final Expiration Date is advanced or
extended or unless the Rights are earlier redeemed
or exchanged by the Company, in each case as
described below.

The Purchase Price payable, and the
number of shares of Preferred Stock or other
securities or property issuable, upon exercise of
the Rights is subject to adjustment from time to
time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) upon
the grant to holders of the Preferred Stock of
certain rights or warrants to subscribe for or
purchase Preferred Stock at a price, or securities
convertible into Preferred Stock with a conversion
price, less than the then-current market price of the
Preferred Stock or (iii) upon the distribution to
holders of the Preferred Stock of evidences of
indebtedness or assets (excluding regular periodic
cash dividends or dividends payable in Preferred
Stock) or of subscription rights or warrants (other
than those referred to above).

The number of outstanding Rights is
subject to adjustment in the event of a stock
dividend on the Common Stock payable in shares
of Common Stock or subdivisions, consolidations
or combinations of the Common Stock occurring,
in any such case, prior to the Distribution Date.

Shares of Preferred Stock purchasable
upon exercise of the Rights will not be
redeemable.  Each share of Preferred Stock will be
entitled, when, as and if declared, to a minimum
preferential quarterly dividend payment of the
greater of (a) $0.10 per one one-thousandth of a
share, and (b) an amount equal to 1,000 times the
dividend declared per share of Common Stock.  In
the event of liquidation, dissolution or winding up
of the Company, the holders of the Preferred
Stock will be entitled to a minimum preferential
payment of the greater of (a) $60.00 per
one one-thousandth of a share (plus any accrued
but unpaid dividends), (b) an amount equal to
1,000 times the payment made per share of
Common Stock.  Each one one-thousandth of a
share of Preferred Stock will have one vote, voting
together with the Common Stock.  Finally, in the
event of any merger, consolidation or other
transaction in which outstanding shares of
Common Stock are converted or exchanged, each
one one-thousandth of a share of Preferred Stock
will be entitled to receive the same amount
received per one share of Common Stock.  These
rights are protected by customary antidilution
provisions.

Because of the nature of the
Preferred Stock's dividend, liquidation and voting
rights, the value of the one one-thousandth interest
in a share of Preferred Stock purchasable upon
exercise of each Right should approximate the
value of one share of Common Stock.

In the event that any person or
group of affiliated or associated persons becomes
an Acquiring Person, each holder of a Right, other
than Rights beneficially owned by the Acquiring
Person (which will thereupon become void), will
thereafter have the right to receive upon exercise
of a Right that number of shares of Common Stock
having a market value of two times the exercise
price of the Right.

In the event that, after a person or
group has become an Acquiring Person, the
Company is acquired in a merger or other business
combination transaction or 50% or more of its
consolidated assets or earning power are sold,
proper provisions will be made so that each holder
of a Right (other than Rights beneficially owned
by an Acquiring Person which will have become
void) will thereafter have the right to receive upon
the exercise of a Right that number of shares of
common stock of the person with whom the
Company has engaged in the foregoing transaction
(or its parent) that at the time of such transaction
have a market value of two times the exercise price
of the Right.

At any time after any person or
group becomes an Acquiring Person and prior to
the earlier of one of the events described in the
previous paragraph or the acquisition by such
Acquiring Person of 50% or more of the
outstanding shares of Common Stock, the Board of
Directors of the Company may exchange the
Rights (other than Rights owned by such Acquiring
Person which will have become void), in whole or
in part, for shares of Common Stock or Preferred
Stock (or a series of the Company's preferred
stock having equivalent rights, preferences and
privileges), at an exchange ratio of one share of
Common Stock, or a fractional share of Preferred
Stock (or other preferred stock) equivalent in value
thereto, per Right.

With certain exceptions, no
adjustment in the Purchase Price will be required
until cumulative adjustments require an adjustment
of at least 1% in such Purchase Price.  No
fractional shares of Preferred Stock or Common
Stock will be issued (other than fractions of
Preferred Stock which are integral multiples of one
one-thousandth of a share of Preferred Stock,
which may, at the election of the Company, be
evidenced by depositary receipts), and in lieu
thereof an adjustment in cash will be made based
on the current market price of the Preferred Stock
or the Common Stock.

At any time prior to the time an
Acquiring Person becomes such, the Board of
Directors of the Company may redeem the Rights
in whole, but not in part, at a price of $.01 per
Right (the "Redemption Price") payable, at the
option of the Company, in cash, shares of
Common Stock or such other form of
consideration as the Board of Directors of the
Company shall determine.  The redemption of the
Rights may be made effective at such time, on
such basis and with such conditions as the Board of
Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights,
the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to
receive the Redemption Price.

For so long as the Rights are then
redeemable, the Company may, except with
respect to the Redemption Price, amend the Rights
Agreement in any manner.  After the Rights are no
longer redeemable, the Company may, except with
respect to the Redemption Price, amend the Rights
Agreement in any manner that does not adversely
affect the interests of holders of the Rights.

Until a Right is exercised or
exchanged, the holder thereof, as such, will have
no rights as a stockholder of the Company,
including, without limitation, the right to vote or
to receive dividends.

A copy of the Rights Agreement
between the Corporation and the Rights Agent
specifying the terms of the Rights, together the
Exhibit A thereto, the form of Certificate of
Designations specifying the terms of the Series A
Junior Participating Preferred Stock; Exhibit B
thereto, the form of Right Certificate; and Exhibit C
thereto, the form of Summary of Rights to Purchase
Series A Junior Participating Preferred Stock, are
attached hereto as exhibits and incorporated herein by
reference.  The foregoing description of the Rights is
qualified by reference to those exhibits.



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	Rights Agreement
dated as of October 3, 2001, between
Landmark Bancorp, Inc. and
Landmark National Bank, as Rights
Agent with the form of Certificate of
Designations of Series A Junior
Participating Preferred Stock; the
form of Right Certificate; and the
form of the Summary of Rights to
Purchase Series A Junior Participating
Preferred Stock, each as attached as an
exhibit thereto.



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:  January 22, 2002

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