INDIANA UNITED BANCORP
10-Q, 1996-05-15
STATE COMMERCIAL BANKS
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                                   FORM 10-Q
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549

                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF            
                    THE SECURITIES EXCHANGE ACT OF 1934

FOR QUARTER ENDED        MARCH 31, 1996

COMMISSION FILE NUMBER   0-12422

                     INDIANA UNITED BANCORP                              
       (Exact name of registrant as specified in its charter)

        INDIANA                                    35-1562245      
(State or other jurisdiction of              (I.R.S. Employer
 incorporation or organization)               Identification No.)

   201 NORTH BROADWAY  GREENSBURG, INDIANA            47240        
(Address of principal executive offices)            (Zip Code)

                         (812)  663-4711                                       
     
         (Registrant's telephone number, including area code)

                         NOT APPLICABLE                                       
        (Former name, former address and former fiscal year,
                      if changed since last report.)




     Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months (or for such 
shorter period that the registrant was required to file such reports), 
and (2) has been subject to such filing requirements for the past 90 
days.   Yes X   No   

     As of March 31, 1996 there were outstanding 1,250,897 shares, 
without par value of the registrant.
<PAGE>

                                    INDIANA UNITED BANCORP
                                           FORM 10-Q
                                             INDEX


PART I.  FINANCIAL INFORMATION
 
         Item 1.  Financial Statements
                  Consolidated Condensed Balance Sheet.............        3

                  Consolidated Condensed Statement of Income.......        4

                  Consolidated Condensed Statement of Changes in
                  Shareholders' Equity.............................        5

                  Consolidated Condensed Statement of Cash Flows...        6 

                  Notes to Consolidated Condensed Financial
                  Statements.......................................      7-8

         Item 2.  Managment's Discussion and Analysis of Financial
                  Condition and Results of Operations..............     9-20

PART II. OTHER INFORMATION

         Item 6.  Exhibits and Reports on Form 8-K.................      21

                  Signatures.......................................      22
<PAGE>
                           INDIANA UNITED BANCORP
                                 FORM 10-Q
                      PART I.  FINANCIAL INFORMATION
                       Item 1.  Financial Statements
                  CONSOLIDATED CONDENSED BALANCE SHEET
                               (Unaudited)
                         (Dollars in Thousands)
<TABLE>
<CAPTION>
                                                 Mar. 31        Dec. 31
                                                  1996           1995  
<S>                                             <C>            <C>  
ASSETS
  Cash and Due From Banks.................       12,449         11,707
  Interest-bearing Demand Deposits........           55             72
  Federal Funds Sold......................            0          7,150
    Cash and Cash Equivalents.............       12,504         18,929
  Interest-bearing Time Deposits..........          100          5,100
  Securities:
    Available for Sale....................       83,875         80,651
    Held to Maturity......................            0              0
      Total Securities....................       83,875         80,651
  Loans:
    Loans.................................      199,787        201,354
    Less:  Allowance for Loan Losses......        2,760          2,754
      Net Loans...........................      197,027        198,600
  Premises & Equipment....................        5,966          6,025
  Federal Home Loan Bank Stock............        1,138          1,138
  Core Deposit Intangibles................          133            142
  Accrued Interest Receivable.............        1,969          1,974
  Other Real Estate.......................           45             45
  Other Assets............................          528            463
      Total Assets........................      303,285        313,067
LIABILITIES
  Deposits:
    Non-Interest Bearing..................       23,753         30,335
    Interest Bearing......................      232,066        232,011
      Total Deposits......................      255,819        262,346
  Short-Term Borrowings...................       11,351         13,240
  Long-Term Debt..........................        5,500          6,000
  Accrued Interest Payable................        1,333          1,389
  Other Liabilities.......................        1,878          1,847 
      Total Liabilities...................      275,881        284,822
SHAREHOLDERS' EQUITY
  Preferred Stock, No Par Value:
    Authorized--400,000 Shares            
    Issued and Outstanding-10,000 and    
     20,000 Shares........................        1,000          2,000
  Common Stock $1 Stated Value:
    Authorized--3,000,000 Shares        
    Issued and Outstanding--1,250,897    
     Shares...............................        1,251          1,251    
  Paid-In Surplus.........................       10,677         10,677
  Valuation Adj-Securities AFS............          (67)           195 
  Retained Earnings.......................       14,543         14,122            
     Total Shareholders' Equity..........        27,404         28,245
     Total Liabilities and
        Shareholders' Equity..............      303,285        313,067
</TABLE>
   See notes to consolidated condensed financial statements.
<PAGE>

                           INDIANA UNITED BANCORP

                  CONSOLIDATED CONDENSED STATEMENT OF INCOME
                                (Unaudited)
                          (Dollars in Thousands)
<TABLE>
<CAPTION>
                                 Three Months Ended                                        
                                      March 31                                             
    
                                   1996       1995         
<S>                           <C>        <C>        
Interest Income:
  Loans, Including Fees           4,359      3,975           
Securities:
    Taxable                       1,228      1,448          
    Tax-Exempt                       49         59       
  Federal Funds Sold                 93          2           
Interest-Bearing Deposits             8          1               
Total Interest Income             5,737      5,485         
Interest Expense:
  Deposits                        2,590      2,322        
  Short-Term Borrowings             167        271        
  Long-Term Debt                    122        165             
Total Interest Expense            2,879      2,758       
Net Interest Income               2,858      2,727     
  Provision for Loan Losses          27          3       
Net Interest Income After   
  Provision for Loan Losses       2,831      2,724       
Noninterest Income:
  Securities Gains (Losses)           0          1     
  Other Operating Income            321        349             
Total Noninterest Income            321        350       
Noninterest Expense               2,001      2,163       
Income Before Income Tax          1,151        911     

  Less Income Tax Expense           454        357       
  Net Income                        697        554                  
Per Common Share:
  Net Income                       0.54       0.41     
  Cash Dividends Declared          0.20       0.16     
Average Common Shares
  Outstanding                 1,250,897  1,250,897     
</TABLE>
See notes to consolidated condensed financial statements.
<PAGE>

                      INDIANA UNITED BANCORP

                             FORM 10-Q

CONSOLIDATED CONDENSED STATEMENT OF CHANGES TO SHAREHOLDERS' EQUITY
                            (Unaudited)
                      (Dollars in Thousands)
<TABLE>
<CAPTION>
                                                     1996         1995
<S>                                                  <C>         <C>
Balance, January 1.............................      28,245      24,282      
Net income.....................................         697         554 
Net change in unrealized loss on securities
  available for sale...........................        (262)      1,691 
Redemption of preferred stock..................      (1,000)       (200)
Cash Dividends:
  Preferred stock..............................         (26)        (38) 
  Common stock.................................        (250)       (200) 

Balance, March 31..............................      27,404      26,089
</TABLE>
    See notes to consolidated condensed financial statements.
<PAGE>
                                  INDIANA UNITED BANCORP
                                        FORM 10-Q
                     CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                                       (Unaudited)
                                  (Dollars in Thousands)
<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                             March 31                      
                                                          1996      1995   
<S>                                                     <C>       <C>       
Cash Flows From Operating Activities:
  Net income...................................            697       554       
Adjustments to reconcile net income to net cash
  provided by operating activities:
    Provision for loan losses..................             27         3
    Depreciation and amortization..............            165       158
    Premiums and discounts amortization
      on investment securities.................             27        24
    Accretion of loan and deposit fair
      value adjustments........................             25        29
    Amortization of core deposit intangibles...              9        10
    Securities gains.........................                0        (1)
    Decrease in interest receivable............              5       (61)
    Decrease in interest payable...............            (56)       52 
    Other adjustments..........................           (383)    1,741  
      Net cash provided by operating activities            516     2,509
Cash Flows From Investing Activities:
  Proceeds from interest-bearing time deposits
    maturities.................................          5,017       100 
  Purchases of securities available for sale...         (7,836)   (7,060)      
  Proceeds from maturities of securities
    available for sale.........................          4,612     1,557
  Proceeds from sales of securities available
    for sale...................................              0     4,770 
  Proceeds from maturities of securities held
    to maturity................................              0        25  
  Net change in loans..........................          1,566         0 
  Purchases of premises and equipment..........           (106)     (338)
  Other investment activities..................            (33)    1,166 
      Net cash provided by 
        investing activities                             3,220       220  
Cash Flows From Financing Activities:
  Net change in: 
    Non-interest bearing,NOW, money market and
      savings deposits.........................         (7,052)  (13,078)
    Certificates of deposit....................            557    (1,274)
    Short-term borrowings......................         (1,889)    8,471 
    Payments on long-term debt.................           (500)        0 
    Redemption of preferred stock..............         (1,000)     (200)
    Cash dividends.............................           (277)     (238) 
      Net cash used by financing 
          activities...........................        (10,161)   (6,319) 
Net decrease in Cash and
  Cash Equivalents.............................         (6,425)   (3,590) 
Cash and Cash Equivalents, Beginning of Period.         18,929    11,580
Cash and Cash Equivalents, End of Period.......         12,504     7,990
</TABLE>
<PAGE>

                               INDIANA UNITED BANCORP
                                      FORM 10-Q
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                         (Table Dollar Amounts in Thousands)

NOTE 1.

The significant accounting policies followed by Indiana United Bancorp 
("Company") and its subsidiaries, Union Bank and Trust Company of Indiana 
("Union Bank") and Regional Federal Savings Bank ("Regional Bank") for 
interim financial reporting are consistent with the accounting policies 
followed for annual financial reporting.  All adjustments, consisting only of
normal recurring adjustments, which in the opinion of management are 
necessary for a fair presentation of the results for the periods reported, 
have been included in the accompanying consolidated financial statements.  
The results of operations for the three months ended March 31, 1996 are not 
necessarily indicative of those expected for the remainder of the year.
<TABLE>
<CAPTION>
NOTE 2.
                                              Gross       Gross      Approximate
                                   Amortized Unrealized  Unrealized   Market
                                     Cost     Gains       Losses       Value     
<S>                                  <C>         <C>          <C>      <C>
Securities Available for Sale
   at March 31, 1996
  U.S. Treasury................... $  2,014 $      8    $      13    $  2,009        
  Federal Agencies................   19,644      199          185      19,658
  State and Municipal.............    3,923       39           18       3,944
  Corporate and other securities..      427      --            16         411
  Mortgage-backed securities......   57,968      540          655      57,853
       Totals..................... $ 83,976 $    786    $     887    $ 83,875
</TABLE>
<TABLE>
<CAPTION>
                                               Gross      Gross      Approximate
                                   Amortized Unrelaized  Unrealized    Market
                                     Cost      Gains      Losses       Value    
<S>                                 <C>          <C>          <C>       <C>
Securities Available for Sale
   at December 31, 1995
  U.S. Treasury................... $ 3,016  $     12    $      10    $   3,018
  Federal Agencies................  12,257       259          104       12,412
  State and Municipal.............   3,955        80            1        4,034
  Corporate and other securities..     480       --            60          420
  Mortgage-backed securities......  60,610       582          425       60,767
       Totals..................... $80,318  $    933    $     600    $  80,651
</TABLE>
<TABLE>
<CAPTION>
                                                              Beyond
                                    Within    1-5     5-10      10    
Maturity Distributions at           1 Year   Years    Years    Years   Totals
   March 31, 1996
<S>                                 <C>     <C>      <C>      <C>      <C>
U.S. Treasury....................          $ 2,009                   $  2,009
Federal Agencies................. $ 4,983    8,103 $  6,572            19,658
State and Municipal..............     362    1,889    1,368  $   325    3,944 
Corporate and other securities...                                411      411 
Mortgage-backed securities.......      94    5,254    2,860   49,645   57,853                    
 Totals.........................  $ 5,439  $17,255 $ 10,800  $50,381 $ 83,875

Weighted average yields..........    4.89%    5.34%    6.98%    6.51%    6.28%
</TABLE>
*Amounts in the tables above are based on scheduled maturity or call dates.
<PAGE>
                                    INDIANA UNITED BANCORP
                                          FORM 10-Q

NOTE 3.
<TABLE>
<CAPTION>
                                                   Mar. 31         December 31
                                                    1996               1995   
<S>                                                <C>                 <C>  
Loans:
  Commercial..............................       $  11,140          $    7,796
  Agricultural production financing 
    and other loans to farmers............          10,212               9,996
  Farm real estate........................          26,401              28,910
  Commercial real estate mortgage.........          21,401              24,129
  Residential real estate mortgage........         103,089             103,238
  Construction and development............           6,494               6,863
  Consumer................................          19,046              18,342
  Government guaranteed loans purchased...           2,004               2,080
    Total loans...........................       $ 199,787          $  201,354 

Underperforming loans:
  Nonaccruing loans                              $   1,300          $    1,569
  Accruing loans contractually past
    due 90 days or more as to principal
    or interest payments                                43                  34
  Restructured loans                                   --                  -- 

NOTE 4.

Deposits:
  Noninterest bearing                            $  23,753          $   30,335
  NOW accounts                                      27,520              30,837
  Money market deposit accounts                     36,066              33,811
  Savings                                           29,176              28,616
  Certificates of deposit $100,000 or more          19,309              20,385
  Other certificates and time deposits             119,995             118,362 
    Total deposits                               $ 255,819          $  262,346


NOTE 5.

 
Short-Term Borrowings:
  Federal funds purchased                        $     100          $     --
  Securities sold under
    repurchase agreements                            9,707              10,735
  U.S. Treasury demand notes                         1,544                 505 
  Federal Home Loan Bank Advances                      --                2,000 
    Total short-term borrowings                  $  11,351          $   13,240
</TABLE>
<PAGE>

                                    INDIANA UNITED BANCORP
                                         FORM 10-Q

Item 2.   Management's Discussion and Analysis of Financial Condition and 
          Results of Operations.

Indiana United Bancorp ("Company) is a registered bank holding company 
incorporated under the laws of Indiana in 1983, commensurate with its 
acquisition of Union Bank and Trust Company of Greensburg, Indiana.  The 
Company acquired The Peoples Bank, Portland, Indiana in 1987, and Regional 
Federal Savings Bank, New Albany, Indiana ("Regional Bank") at the end of 
1991.  With the latter, Indiana United Bancorp became one of a small group of
holding companies throughout the nation to operate both commercial banking 
and thrift subsidiaries.  Union Bank and Trust Company of Indiana ("Union 
Bank") was created by the consolidation of the Greensburg and Portland 
operations in 1994.  It's history traces back to 1873, and it holds Indiana 
state banking charter #1.  At March 31, 1996, Union Bank held assets totaling
$204 million and through its nine banking offices, ranked first in market 
share in Decatur County and second in Jay County.  Regional Bank's assets 
totaled $99 million held by three banking offices in Floyd and Clark 
counties.  Both subsidiaries offer competitive commercial and consumer loan 
deposit related services.  Union Bank also operates a general line insurance 
agency and offers a broad range of personal and business trust services.

Overview

Indiana United Bancorp ("Company") operates under the broad tenets of a 
long-term strategic plan ("Plan") designed to improve the Company's financial
performance, expand its competitive ability and enhance long-term shareholder
value.  The Plan is premised on the belief of the Company's board of 
directors that the Company can best promote long-term shareholder interests 
by continuing as an independently owned community banking organization.  

In conformance with the plan, during 1994, the Company consolidated the 
operations of its two commercial banking subsidiaries to form Union Bank and 
Trust Company of Indiana ("Union Bank"), and sold three underperforming 
branches of Regional Federal Savings Bank ("Regional Bank").  The Company 
believes each of those actions increased its operating efficiency and the 
latter improved its net interest margin.  The plan also focused on improving 
net interest margin by reducing the Company's dependence on expensive, 
non-core deposits.  

During 1995, the Company initiated actions which are expected to build a 
stronger customer base in its primary markets.  The Company invested 
approximately $500,000 to renovate Regional Bank's main office and $500,000 
to open two new branch offices.  The renovation allows for direct lobby access 
of all customer service and loan personnel, and greatly improves drive-up and
electronic banking service.  

The Allison Lane branch in Jeffersonville was opened by Regional Bank to 
provide greater  access to present and prospective customers in Clark County.
Due to the recent completion of ongoing road improvements near this branch, 
management considers 1996 to be the appropriate period to measure the success
of this branch.  Union Bank opened the IGA supermarket branch in Greensburg,
exclusively providing seven-day banking and extended hours to the community.  
Entry into new markets will be pursued through exploration of acquisition 
opportunities.  

A continuing tenet of the plan is to establish and cultivate more pro-active 
relationships with financial analysts and market makers in the Company's 
stock.  Management  has met with prominent financial analysts to share 
Indiana United Bancorp's success story in 1995, and continued contacts with 
potential market makers and other financial analysts are planned  in the 
current year.

The Company initiated a sales philosophy in 1995, supported by a performance-
based employee incentive program.  The initial phase of this program included
sales-oriented training for all customer service personnel.  During 1996, 
many technological improvements are being initiated.  
<PAGE>

                                 INDIANA UNITED BANCORP

                                       FORM 10-Q

Certain of these improvements, such as upgrading communication lines, will 
provide faster response time for customer transactions.  Others represent 
capital investments which will allow the Company to continue to effectively 
compete in the financial services industry.  The dynamics of the plan assure 
continually evolving objectives, and the extent of the Company's success will
depend upon how well it anticipates and responds to competitive changes 
within its markets, the interest rate environment and other external forces.

Results of Operations

Earnings for the first quarter of 1996 increased 26% to $697,000 as compared 
to the same quarter of 1995. 
 
Non-interest income in 1995 reflects approximately $15,000 of nonrecurring 
income.  Only minimal changes have occurred in noninterest income in the 
first quarter of 1996 compared to the same period last year.  Noninterest 
expense reflects reduced Federal Deposit Insurance Corporation ("FDIC") 
assessments due to a lower deposit insurance assessment rate.  Professional 
fees also decreased in the first quarter of 1996 as compared to the prior 
year.

Net income per common share for the first quarter equaled $.54 in 1996, 
compared to $.41 in 1995.

The Company's return on average total assets for the first quarter was .92% 
in 1996 and  .74% in 1995.  First quarter return on average common 
shareholders' equity was 10.31% in 1996 and 9.19% in 1995.

Net Interest Income

Net interest income is influenced by the volume and yield of earning assets 
and the cost of interest-bearing liabilities.  Net interest margin reflects 
the mix of interest-bearing and noninterest-bearing liabilities that fund 
earning assets, as well as interest spreads between the rates earned on these
assets and the rates paid on interest-bearing liabilities.  First quarter net 
interest income of $2,858,000 in 1996 increased 5% from $2,727,000 in 1995.

Throughout much of 1995, many of the Company's local competitors offered 
interest rates on long-term certificates of deposit significantly above 
national market averages.  The Company believed this strategy would depress 
future years earnings of these competitors and elected not to engage in such 
activity.  The Company instead employed a deposit pricing strategy focused on
retaining and attracting shorter-term funds in anticipation of a lower 
interest rate environment in 1995 and 1996.  The Company believes its ability
to reprice these deposits in the near term will continue to improve its net 
interest margin relative to average peer performance.  As expected, by mid 1995,
many of these competitors had reduced or eliminated rate premiums on long-
term deposits and, by year end 1995, the Company's competitive disadvantage 
in attracting these funds was minimal. 

Although many of the Company's peer group competitors reported flat or 
marginally changed net interest margins for the full year 1995, the Company 
increased its net interest margin by 20 basis points.  In the first quarter 
of 1996, the Company increased its net interest margin to 3.96%, or 18 basis 
points over the same period last year.

Provision for Loan Losses

This topic is discussed under the heading "Loans, Credit Risk and the 
Allowance and Provision for Possible Loan Losses".

Noninterest Income

First quarter 1996 noninterest income has changed only slightly in all 
categories from the same period last year.  Securities transactions in the 
first three months of 1995 resulted in a gain of $1,000 compared to no gain 
or loss in the same 1996 period. 
<PAGE>

                                 INDIANA UNITED BANCORP
                                       FORM 10-Q

Insurance commissions continue to represent the largest component of 
recurring first quarter noninterest income, equaling 31% in 1996 and 29% in 
1995.  Insurance income is expected to increase in 1996 over 1995 levels.  
Service charges on deposit accounts increased in the first quarter of 1996 by
$7,000, primarily reflecting increased regular service charge income and NSF 
fees.  Deposit growth and interest rate variables are also expected to 
generate greater service charge income in 1996.
<TABLE>
<CAPTION>
(Dollars in Thousands)

                                    1996            1995
                                  1st Qtr.        1st Qtr.
<S>                                  <C>             <C>  
Insurance commissions              $  98           $ 102
Trust fees                            50              50
Service charges on deposit
  accounts                           116             109
Gains on sales of securities                           1
Other income                          57              88
                                   $ 321           $ 350           
</TABLE>
<PAGE>
                                  INDIANA UNITED BANCORP
                                         FORM 10-Q
<TABLE>
<CAPTION>
AVERAGE BALANCE SHEET AND NET INTEREST ANALYSIS
(Taxable Equivalent Basis)*          Three Months Ended
                                    March 31, 1996             March 31, 1995  
                                 Avg.          Yield/       Avg.          Yield/
                                 Bal. Interest  Rate        Bal. Interest  Rate
<S>                          <C>       <C>    <C>        <C>     <C>   <C>                  
ASSETS
  Interest-bearing deposits      590       8   5.45%         147     1  2.76%
  Federal funds sold           6,974      93   5.42%         122     2  6.65%  
Securities:
    Taxable                   79,037   1,228   6.21%      92,932 1,448  6.23% 
    Tax-exempt                 3,950      74   7.49%       4,701    89  7.57%
    Total securities          82,987   1,302   6.28%      97,633 1,537  6.30%
  Loans:**
    Commercial                62,229   1,466   9.48%      63,305 1,438  9.21%
    Real estate mortgage     117,954   2,349   7.97%     115,188 2,085  7.24%
    Installment               18,199     503  11.12%      14,031   396 11.45%
    Government guaranteed
      loans purchased          2,045      41   8.06%       2,779    56  8.17%
    Total loans              200,427   4,359   8.72%     195,303 3,975  8.19%
    Total earning assets     290,978   5,762   7.94%     293,205 5,515  7.64%
  Allowance for loan losses  (2,758)                     (2,766)
  Unrealized losses on 
      securities                279                      (3,100)
  Cash and due from banks     9,107                       7,231
  Premises and equipment      5,966                       5,552
  Other assets                2,737                       3,900
    Total assets            306,309                     304,022
LIABILITIES
  Interest bearing deposits:
    NOW and Super NOW 
      accounts               29,183     175    2.41%     32,003    212  2.69%
    Money market investment
      accounts               34,545     309    3.60%     37,649    321  3.46%
    Savings                  28,797     233    3.25%     23,617    173  2.97%
    Certificates of deposit 
      and other time 
      deposits              139,123   1,873    5.41%    133,267  1,616  4.92%
    Total interest bearing   
      deposits              231,648   2,590    4.50%    226,536  2,322  4.16%
  Short-term borrowings      12,785     167    5.25%     18,445    271  5.96%
  Long-term debt              5,934     122    8.27%      7,500    165  8.92%
    Total interest bearing
      liabilities           250,367   2,879    4.62%    252,481  2,758  4.43%
  Noninterest bearing demand
    deposits                 23,980                      23,487
  Other liabilities           3,784                       2,894
    Total liabilities        78,131                     278,862
Shareholders' equity         28,178                      25,160
    Total liabilities and                           
      shareholders' equity  306,309   2,879    3.98%*** 304,022  2,758  3.86%***
    Net interest income               2,883    3.96%              2,757 3.78%
Adjustment to convert tax exempt
securities and loans to a fully 
taxable equivalent basis using
a marginal rate of 34%                   25                          30
</TABLE>
*    Adjusted to reflect income related to securities and loans exempt from 
     Federal income taxes reduced by nondeductible portion on interest expenses.
**   Nonaccruing loans have deen included in the average balances.
***  Total interest expense divided by total earning assets.
<PAGE>
                                INDIANA UNITED BANCORP

                                      FORM 10-Q

Noninterest Expense

The largest component of noninterest expense is personnel expense.  Personnel
expenses in the first quarter of 1996 declined by $14,000, or 1%, as compared
to the prior year period.  Normal staff salary adjustments and increased 
benefit costs have been incurred in both 1996 and 1995, including amounts 
earned by employees in connection with the performance incentive compensation
plan.  Personnel expenses in 1996 are not expected to change materially from
1995.

Effective January 1, 1995, the Company adopted SFAS No.106, Employers' 
Accounting for Postretirement Benefits Other Than Pensions, which focuses 
principally on postretirement health care benefits.  SFAS No.106 requires the
accrual of these benefits over the period the employee performs the service 
to earn the benefits rather than the prior practice of accounting for these 
benefits on the cash basis.  The adoption of SFAS No.106 has not had any 
material effect on operations or financial condition in 1995 and 1996.

Expenses related to premises and equipment expense increased minimally in 
1996 as compared to the first quarter of 1995.  Professional fees in 1995 
were elevated by expenses incurred to an investment advisor.  The investment 
advisory service was discontinued in early 1995.

Deposit insurance was $98,000 less in the first quarter of 1996 than the 
prior year, due to a lower rate and lower volume of deposits on which the 
insurance premium is calculated.  In mid 1995, the FDIC reduced deposit 
insurance premiums paid by soundly managed banks, including Union Bank, by 
83%.  Since the bank insurance fund reached a mandated funding level in 1995,
the assessment rate for the Company's commercial bank has been further 
reduced to the $2,000 minimum level permissable in 1996.  The FDIC has also 
decided to retain the current premium rates paid by thrift institutions, and 
is currently evaluating several proposals for the recapitalization of the 
Savings Association Insurance Fund ("SAIF").  It is possible Congress will 
pass legislation to merge the bank and thrift components of the FDIC 
insurance fund, ultimately mandating the conversion of thrifts to commercial 
bank  charters.  Such legislation is likely to result in a one-time 
assessment of all thrift institutions, which, if based upon deposit balances 
as of March 31, 1995 as now proposed, would result in a nonrecurring pre-tax 
charge of approximately $700,000 for Regional Bank.  Subsequent to the one-
time charge, Regional Bank's assessment rate should decrease to the current 
level of commercial banks.  Other operating expenses decreased 11% in the first
quarter of 1996 with no significant dollar change in any individual expense 
item.
<TABLE>
<CAPTION>
(Dollars in Thousands)

                                         1996               1995
                                       1st Qtr.           1st Qtr.
<S>                                     <C>                <C>
Salaries and employee benefits         $1,115             $1,129
Premises and equipment expenses           382                381
Professional fees                          51                 63
Amortization of core deposit 
  intangibles                               9                 10
Deposit insurance/supervisory 
  assessment                               63                161
Stationary, printing, supplies             67                 72
Insurance                                  29                 35
Postage                                    52                 50
Other operating expenses                  233                262
                                       $2,001             $2,163           
</TABLE>
<PAGE>

                                INDIANA UNITED BANCORP

                                      FORM 10-Q

Income Taxes

Income tax expense for the first quarter of 1996 was $454,000 compared to 
$357,000 for the same period in 1995, and the effective rate was 39% for both
periods.  The Company and its subsidiaries will file a consolidated federal 
income tax return for 1996.

Financial Condition

March 31, 1996 total assets decreased to $303,285,000 from $313,067,000 at 
December 31, 1995, and increased  from $302,745,000 on March 31, 1995.  Cash,
cash equivalents and short-term investments were used to provide funding for 
loans scheduled to close shortly after December 31, 1995 and for the 
customary January withdrawals of public funds.
  
Total average assets increased to $306,309,000 at March 31, 1996 compared to 
$304,022,000 at March 31, 1995.  Average earning assets represent 95% of 
average total assets for the first quarter of 1996 and 96% for the first 
quarter of 1995.  Average loans represent approximately 65% of average assets
in both quarters.  Management intends to continue its emphasis on loan growth
in 1996.

Although average interest-bearing deposits increased in the first quarter of 
1996 as compared to 1995, total deposits have decreased since year end 1995. 
Noninterest-bearing deposits have decreased approximately $6,582,000.  
Interest-bearing deposits have increased approximately $55,000 since year end
1995.

Long-term debt is the Company's loan for the purchase of Regional Bank and 
Union Bank and is secured by the capital stock of the Company's subsidiaries.
Interest adjusts quarterly to the lender's prime rate, less 25 basis points. 
The Company successfully renegotiated the rate with the lender in mid 1995 
and the new rate became effective July 1, 1995.  The Company believes it has 
complied with all terms and covenants of the loan agreement.  The Company 
prepaid its scheduled payment of $375,000 due June 30, 1996 plus an 
additional $125,000 in March 1996.  The Company intends to make an additional
prepayment later this year.

Shareholders' equity was $27,404,000 on March 31, 1996 compared to 
$28,245,000 on December 31, 1995 and $26,089,000 on March 31, 1995.  Book 
value per common share increased to $21.11 or 11% from $19.10 at March 31, 
1995 and $20.98 at year end 1995.  The unrealized loss on securities 
available for sale, net of taxes, totaled $67,000 or $.05 per share at March 31,
1996 compared to an unrealized loss of $950,000 or $.76 per share at 
March 31, 1995 and an unrealized gain of $195,000 or $.15 at December 31, 
1995.  Excluding the net unrealized gains or losses on securities available 
for sale, book value per share was $21.16 or an increase of 7% over the 
comparable book value at March 31, 1995.  The Company redeemed $1,000,000 of
its preferred stock in March 1996 and $200,000 in March 1995.  

Loans, Credit Risk and the Allowance and Provision for Possible Loan Losses

Loans remain the Company's largest concentration of assets and continue to 
represent the greatest risk.  The loan underwriting standards observed by 
each of the Company's subsidiaries are viewed by management as a deterrent to
the emergence of an abnormal level of problem loans and a subsequent increase
in net chargeoffs.  The Company's conservative loan underwriting standards 
have historically resulted in higher loan quality and lower levels of net 
chargeoffs than peer bank averages.  The Company also believes credit risks are 
elevated by undue concentrations of loans in specific industry segments and 
loans to out of area borrowers.  Accordingly, the Company's board of 
directors regularly monitors such concentrations to determine compliance with
its restrictive loan allocation policy.  
<PAGE>

                                INDIANA UNITED BANCORP

                                      FORM 10-Q

Total loans increased 3% over March 31, 1995 loan totals, primarily 
reflecting the expansion of the consumer loan portfolio and management's 
emphasis on indirect automobile financing in late 1995.  Consumer loans 
increased 30% at March 31, 1996 compared to the same period in 1995.  The 
Company intends to continue this emphasis on increasing consumer loans in 
1996 to provide greater diversification within the portfolio and to generate 
higher yields than residential real estate loans.  Although the Company 
limits its exposure to long-term fixed rate residential mortgage loans and 
generally observes 20% downpayment guidelines, it is originating both fixed 
rate loans and loans with little or no downpayment for a noncompeting
mortgage lender during 1996.  This program will assist the Company in serving
all segments of the community without incurring unacceptable levels of credit
exposure or interest rate risk.  The origination of these loans will also 
provide additional fee income.

The Company regards its ability to identify and correct loan quality problems
as one of its greatest strengths.  Loans are placed in a nonaccruing status 
when in management's judgement the collateral value and/or the borrower's 
financial condition does not justify accruing interest.  As a general rule, 
commercial  and real estate loans are reclassified to nonaccruing status at 
or before becoming 90 days past due.  Interest previously recorded but
not deemed collectible is reversed and charged against current income.  
Subsequent interest income on nonaccrual loans is thereafter recognized only 
when collected.  Non-real estate secured consumer loans are not placed in 
nonaccruing status, but are chargedoff when policy-determined delinquent 
status is reached.

Net chargeoffs were $21,000 at March 31, 1996 compared to $44,000 at 
March 31, 1995.  As a percentage of average loans, net chargeoffs equaled 
 .01% and .02% respectively for March 31, 1996 and 1995.  In prior periods the
Company has historically outperformed its peer group's net loan loss average,
and although peer data has yet to be released for the current period,
that trend should continue.

The determination of the provision in any period is based on management's 
continuing review and evaluation of loan loss experience, changes in the 
composition of the loan portfolio, current economic conditions and the amount
of loans outstanding

Management maintains a listing of loans warranting either the assignment of a
specific reserve amount or other special administrative attention.  This 
listing, together with a listing of all classified loans, nonaccrual loans 
and loans delinquent 30 days or more, is reviewed monthly by the board of 
directors of each subsidiary.

The ability to absorb loan losses promptly when problems are identified is 
invaluable to a banking organization.  Most often, losses incurred as a 
result of quick collection action are much lower than losses incurred after 
prolonged legal proceedings.  Accordingly, the Company observes the practice 
of quickly initiating stringent collection efforts in the early stages of 
loan delinquency.

The adequacy of the allowance for loan losses in each subsidiary is reviewed 
at least monthly.  The determination of the provision amount in any period is
based on management's continuing review and evaluation of loan loss 
experience, changes in the composition of the loan portfolio, current 
economic conditions, the amount of loans presently outstanding, and the 
amount and composition of growth expectations.  The allowance for loan losses
as of March 31, 1996, is considered adequate by management.  

The Company adopted SFAS No.114 and No.118, Accounting by Creditors for 
Impairment of a Loan and Accounting by Creditors for Impairment of a Loan-
Income Recognition and Disclosures, on January 1, 1995.  Impaired loans are 
measured by the present value of expected future cash flows, or the fair 
value of the collateral of the loan, if collateral dependent.  The amount
of impaired loans at March 31, 1995 and 1996 was not material.
<PAGE>

                                INDIANA UNITED BANCORP

                                      FORM 10-Q
<TABLE>
<CAPTION>
Summary of Allowance for Loan Losses
(Dollars in Thousands)

                                                1996      Year Ended 
                                                thru     December 31,
                                               Mar. 31       1995    
<S>                                             <C>          <C>
Balance at beginning of period                 $2,754       $2,784
Chargeoffs:       
  Commercial                                       16           91
  Real-estate mortgage                            --            38
  Installment                                      16           31
     Total chargeoffs                              32          160
Recoveries:
  Commercial                                      --            61
  Real-estate mortgage                            --            27
  Installment                                      11           12
     Total recoveries                              11          100
Net chargeoffs                                     21           60
Provision for loan losses                          27           30
Balance at end of period                       $2,760       $2,754

Ratio of net chargeoffs to average
  loans outstanding during the period             .01%         .03%
Ratio of provision for loan losses to average
  loans outstanding during the period             .01%         .02%
Ratio of allowance to total loans at 
  end of period                                  1.38%        1.37%
</TABLE>
<TABLE>
<CAPTION>
Allocation of the Allowance for Loan Losses
(Dollars in Thousands)
 
                                          Mar. 31, 1996      December 31, 1995
                                         Amount    Percent    Amount   Percent
<S>                                      <C>        <C>       <C>       <C>       
Real estate:
  Residential                            $ 135        5%      $ 134       5%
  Agricultural                              13                   14
  Commercial                               710       26         575      21
  Construction and development              71        3          75       3
     Total real estate                     929       34         798      29

Commercial:
  Agribusiness                             123        4         117       4
  Other commercial                         350       13         445      16
     Total commercial                      473       17         562      20

Consumer                                   137        5         131       5
Unallocated                              1,221       44       1,263      46
     
     Total                              $2,760      100%     $2,754     100%  
</TABLE>
<PAGE>
                                INDIANA UNITED BANCORP

                                      FORM 10-Q

Investment Securities

Investment securities offer flexibility in the Company's management of 
interest rate risk, and is the primary means by which the Company provides 
liquidity and responds to changing maturity characteristics of assets and 
liabilities.  The Company's investment policy prohibits trading activities 
and does not allow investment in high risk derivative products or junk bonds.

Effective January 1, 1994, the Company adopted new accounting rules for 
securities.  The rules require that each security must be individually 
designated as a "held to maturity" (HTM) security or as an "available for 
sale" (AFS) security.

Late in 1995, the Financial Accounting Standards Board allowed an 
unprecedented "one time" transition reclassification.  While the vast 
majority of the Company's investments were already designated AFS, the 
Company took this opportunity to reclassify all remaining HTM securities to 
AFS to provide even greater management flexibility in responding to changes
within financial markets.

As of March 31, 1996, all investment securities are classified as AFS and are
carried at fair value with unrealized gains and losses, net of taxes, 
excluded from earnings and reported as a separate component of shareholders' 
equity.  A net unrealized loss of $67,000 was recorded to adjust the AFS 
portfolio to current market value at March 31, 1996, compared to a net
unrealized loss of $950,000 at March 31, 1995.

At March 31, 1996, the yield of the investment securities portfolio was 
6.28%, representing a slight decrease from 6.32% at March 31, 1995 and 6.33% 
at year end 1995.  

Variable rate securities comprised 52% of the total portfolio on March 31, 
1996 compared to 54% on March 31, 1995.  The weighted average life of the 
portfolio was 1.50 years on March 31, 1996 as compared to 1.31 years on 
March 31, 1995. 

SFAS No.119, Disclosure about Derivative Financial Instruments and Fair Value
of Financial Instruments, requires disclosures about derivative financial 
instruments - futures, forward swap and option contracts, and other financial
instruments with similar characteristics, was effective for 1995 for the 
Company.  The Company does not have any derivative financial instruments as 
defined in SFAS No.119.

Sources of Funds

The Company relies primarily on customer deposits and securities sold under 
repurchase agreements, along with shareholders' equity to fund earning 
assets.  On an infrequent basis, Federal Home Loan Bank ("FHLB") advances are
used to provide additional funds.  The Company is not aware of any 
recommendations by regulatory authorities which would materially affect
liquidity, capital resources or operations.

Deposits generated within local markets provide the major source of funding 
for earning assets.  Average total deposits were 88% and 85% of total earning
assets at March 31, 1996 and 1995.  Total interest-bearing deposits averaged 
91% of average total deposits at March 31, 1996 and 1995.  Management intends
to continue trying to increase the percentage of transaction-related deposits
to total deposits due to the positive effect on earnings.

Securities sold under repurchase agreements ("repos") are high denomination 
investments utilized by public entities and commercial customers as an 
element of their cash management responsibilities.  Repos are not subject to 
FDIC assessment so they are less costly than large certificates of deposit.  
With the reduction in the FDIC assessment, repos will not have the cost 
advantage previously held.  Management expects large denomination certificates 
of deposit to become more widely used in 1996 to replace a portion of the 
funds previously invested in repos.
<PAGE>
                                  INDIANA UNITED BANCORP

                                        FORM 10-Q


Short-term borrowings decreased 41% at March 31, 1996 compared to the same 
period last year. FHLB advances represented most of this decrease.  FHLB 
advances were used to fund loans and other earning assets.  Depending upon 
the level of loan demand, management may elect to use FHLB advances in 1996.

The Company decreased average repos and other short-term borrowings at 
March 31, 1996 to $12,785,000 or 31% below the $18,445,000 at March 31, 1995.

The Company has continued to prepay long-term debt in 1996.  Long-term debt 
decreased $500,000 at March 31, 1996, of which $125,000 represented 
reductions in excess of scheduled payments.  Management expects to continue 
its history of accelerated payments yet again in late 1996.

Capital Resources

Total shareholders' equity was $27,404,000 at March 31, 1996, and includes 
$1,000,000 of preferred stock.  The Company redeemed $1,000,000 of preferred 
stock in March 1996, and $200,000 in March 1995.

The Federal Reserve Board has adopted risk-based capital guidelines which 
assign risk weightings to assets and off-balance sheet items.  The Company's 
core capital (Tier 1) consists of shareholders' equity less goodwill, while 
total capital consists of core capital, certain debt instruments and a 
portion of the allowance for credit losses.  At March 31, 1996, Tier 1 
capital to total assets was 8.93%.  Total capital to risk-adjusted assets was 
16.41%.  Both ratios substantially exceed all regulatory definitions of a 
well-capitalized institution.

Shareholders' equity was impacted by the Company's initial decision to 
categorize a large portion of its securities portfolio as AFS under 
accounting rules adopted January 1, 1994.  Securities in this category are 
carried at fair value, and shareholders' equity is adjusted to reflect 
unrealized gains and losses, net of taxes.  On November 29, 1995, in accordance
with the transition reclassification allowed by the Financial Accounting 
Standards Board, securities previously classified at HTM were transferred to 
AFS.  As of March 31, 1996, 100% of the investment portfolio is designated as
AFS.  

The Company declared and paid common dividends of $.20 per share in the first
quarter of 1996 and $.16 for the same quarter last year.  Book value per 
common share increased 11% to $21.11 from $19.10 on March 31, 1995.  The net 
adjustment for AFS securities decreased book value by $.05 and $.76 at March 
31, 1996 and 1995.  Depending on market conditions, the adjustment for AFS 
securities can cause significant fluctuations in equity.  The dividend 
payment rate on preferred stock was 6.34% during each of the past two years.

Liquidity

Liquidity management involves maintaining sufficient cash levels to fund 
operations and to meet the requirements of borrowers, depositors, and 
creditors.  Higher levels of liquidity bear higher corresponding costs, 
measured in terms of lower yields on short-term, more liquid earning assets, 
and higher interest expense involved in extending liability maturities. 
Liquid assets include cash and cash equivalents, money market instruments, 
and securities maturing within one year.  In addition, the Company holds 
$78,436,000 of AFS securities maturing after one year which can be sold to 
meet liquidity needs.

Liquidity is reinforced by maintaining a relatively stable funding base, 
which is achieved by diversifying funding sources, extending the contractual 
maturity of liabilities, and limiting reliance on volatile short-term 
purchased funds.  The Company's strategy is to fund assets to the maximum 
extent possible with core deposits, which provide a sizable source of 
relatively stable and low-cost funds.
<PAGE>

                                 INDIANA UNITED BANCORP

                                       FORM 10-Q

Average core deposits funded approximately 88% of total earning assets at 
March 31, 1996.  Short-term funding needs can arise from declines in deposits
or other funding sources, drawdowns of loan commitments, and requests for new
loans.

Shareholders' equity and long-term debt also contribute to liquidity by 
reducing the need to continually rely on short-term purchased funds.  At the 
end of March 1996, long-term debt totaled 2% of total assets and 20% of total
shareholders' equity versus 2% of total assets and 29% of total shareholders'
equity at March 31, 1995.

Management believes the Company has sufficient liquidity to meet all 
reasonable borrower, depositor, and creditor needs in the present economic 
environment.

<TABLE>
<CAPTION>
Rate Sensitivity Analysis at March 31, 1996

                                        Maturing and Repricing

                                                               Over 3- 
                              3 Months  1 Year     3 Years     5 Years
<S>                           <C>       <C>        <C>         <C>
Rate-sensitive assets        $86,399   $84,172    $46,132     $25,736
Rate-sensitive liabilities    85,704    87,998     50,010      24,540
Rate sensitivity gap (assets
  less liabilities)              695    (3,826)    (3,878)      1,196
Rate sensitivity gap (cum.)      695    (3,131)    (7,009)     (5,813)
Percent of total assets (cum.)    .2%     (1.0%)     (2.3%)      (1.9%)
Rate-sensitive assets/
  liabilites (cum.)            100.8%     98.2%      96.9%       97.7%
</TABLE>
Interest-bearing transactions and savings accounts are not presented as 
immediately repriceable in the above table.
     

Interest Rate Risk

At March 31, 1996 the Company held approximately $170,571,000 in assets, 
comprised of securities, loans, short-term investments, and federal funds 
sold, which were interest sensitive in one year or less time horizons.  The 
Company's interest rate sensitivity analysis for the period ended March 31, 
1996 is presented above.  Core deposits are distributed or spread among the 
various repricing categories based upon historical patterns of repricing 
which are reviewed periodically by management.  The assumptions regarding these
repricing characteristics greatly influence conclusions regarding interest 
sensitivity.  Management believes its assumptions regarding these liabilities
are reasonable.

Effective asset/liability management requires the maintenance of a proper 
ratio between maturing or repriceable interest-earning assets and interest-
bearing liabilities.  It is the policy of the Company that rate-sensitive 
assets less rate-sensitive liabilities to total assets be kept within a range
of 80% to 130%.  The Company's strategy is to maintain near neutral when 
rates are likely to remain stable and shifting slightly toward a negative gap 
when rate are expected to decline and a positive gap when rates are expected 
to rise.

The Company is continuing to pursue a strategy to attain a neutral to a 
slightly negative gap position in the belief that the current interest rate 
cycle has peaked.  In any event, the Company does not anticipate that its 
earnings will be materially impacted in 1996 regardless of the direction 
interest rates may trend.
<PAGE>

                                 INDIANA UNITED BANCORP

                                       FORM 10-Q

Effects of Changing Prices

The Company's asset and liability structure is substantially different from 
that of an industrial company in that most of its assets and liabilities are 
monetary in nature.  Management believes the impact of inflation on financial
results depends upon the Company's ability to react to changes in interest 
rate and, by such reaction, reduce the inflationary impact on performance.  
Interest rates do not necessarily move in the same direction at the same 
time, or at the same magnitude, as the prices of other goods and services.  
As discussed  previously, management relies on its ability to manage the 
relationship between interest- sensitive assets and liabilities to protect 
against wide interest rate fluctuations, including those resulting from 
inflation.

Future Accounting Changes

The FASB has issued SFAS No.121, Accounting for the Impairment of Long-Lived 
Assets to be Disposed Of.  This Statement establishes guidance for 
recognizing and measuring impairment losses and requires that the carrying 
amount of impaired assets be reduced to fair value.  Long-lived assets and 
certain identifiable intangibles must be reviewed for impairment whenever 
events indicate that the carrying amount of the assets may not be recoverable. 
SFAS No.121 is effective in 1996 for the Company.  Management does not 
believe the adoption of SFAS No.121 will have any material effect on results 
of operation or financial condition in 1996.

SFAS No.122, Accounting for Mortgage Servicing Rights, pertains to mortgage 
banking and financial institutions that conduct operations that are 
substantially similar to the primary operations of a mortgage banking 
enterprise.  The Statement eliminates the accounting distinction between 
mortgage servicing rights that are acquired through loan origination 
activities and those acquired through purchase transactions.  Under this 
Statement, if the Company enters into mortgage banking activities and sells 
or securitizes loans and retains the mortgage servicing rights, the Company 
must allocate the total cost of the mortgage loans to the mortgage servicing 
rights and the loans (without the rights) based on their relative fair values.

SFAS No.122 is effective for the Company in 1996.  Since the Company does not
currently engage in mortgage banking activities, it does not expect adoption 
of this Statement to have any material effect on 1996 operations or financial
position.

SFAS No.123, Stock Based Compensation, is effective for the Company in 1996. 
This Statement requires expanded disclosures rather than recognition of 
compensation cost as was originally required by the exposure draft of this 
Statement for fixed, at the money, options.  However, employers are 
encouraged to recognize the cost of stock-based compensation plans in their 
financial statements.  Currently, the Company has no stock-based compensation
plans and adoption of SFAS No.123 is not expected to have any effect on 1996 
financial statements.
<PAGE>

                                    INDIANA UNITED BANCORP

                                          FORM 10-Q 

                                 PART II.  OTHER INFORMATION

                         Item 6.  Exhibits and Reports on Form 8-K






     (a)  The following exhibits are furnished in accordance with the provisions
          of Item 601 of Regulation S-K. 

        20:  The Financial Report dated March 31, 1996 and furnished to 
             Registrant's shareholders is attached to this Form 10-Q.

     (b)  No report on Form 8-K was filed during the quarter for which this
          Quarterly Report is filed.      

     No other information is required to be filed under Part II of this form.
<PAGE>
                               INDIANA UNITED BANCORP
                                           
                                     FORM 10-Q

                                     SIGNATURES

     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

                                                  INDIANA UNITED BANCORP




May 14, 1996                                      By:/s/Robert E. Hoptry  
                                                     Robert E. Hoptry
                                                     Chairman and President




May 14, 1996                                      By:/s/Jay B. Fager      
                                                     Jay B. Fager
                                                     Chief Financial Officer,
                                                     Treasurer and Principal
                                                     Accounting Officer
<PAGE>

                           INDIANA UNITED BANCORP
 
                                 FORM 10-Q

                               EXHIBIT INDEX


                                                                   Page 
                                                                   
   20         The Financial Report dated MArch 31, 1996 and        24-29  
              furnished to Registrant's shareholders is attached
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from Condensed
Balance Sheet and Statement of Income and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                  12-MOS                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996             DEC-31-1996
<PERIOD-END>                               MAR-31-1996             MAR-31-1996
<CASH>                                          12,449                       0
<INT-BEARING-DEPOSITS>                             155                       0
<FED-FUNDS-SOLD>                                     0                       0
<TRADING-ASSETS>                                     0                       0
<INVESTMENTS-HELD-FOR-SALE>                     83,875                       0
<INVESTMENTS-CARRYING>                               0                       0
<INVESTMENTS-MARKET>                                 0                       0
<LOANS>                                        199,787                       0
<ALLOWANCE>                                      2,760                       0
<TOTAL-ASSETS>                                 303,285                       0
<DEPOSITS>                                     255,819                       0
<SHORT-TERM>                                    11,351                       0
<LIABILITIES-OTHER>                              3,211                       0
<LONG-TERM>                                      5,500                       0
                                0                       0
                                      1,000                       0
<COMMON>                                         1,251                       0
<OTHER-SE>                                      25,153                       0
<TOTAL-LIABILITIES-AND-EQUITY>                 303,285                       0
<INTEREST-LOAN>                                  4,359                   4,359
<INTEREST-INVEST>                                1,277                   1,277
<INTEREST-OTHER>                                   101                     101
<INTEREST-TOTAL>                                 5,737                   5,737
<INTEREST-DEPOSIT>                               2,590                   2,590
<INTEREST-EXPENSE>                               2,879                   2,879
<INTEREST-INCOME-NET>                            2,858                   2,858
<LOAN-LOSSES>                                       27                      27
<SECURITIES-GAINS>                                   0                       0
<EXPENSE-OTHER>                                  2,001                   2,001
<INCOME-PRETAX>                                  1,151                   1,151
<INCOME-PRE-EXTRAORDINARY>                       1,151                   1,151
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                       697                     697
<EPS-PRIMARY>                                     0.54                    0.54
<EPS-DILUTED>                                     0.54                    0.54
<YIELD-ACTUAL>                                    7.94                       0
<LOANS-NON>                                      1,300                       0
<LOANS-PAST>                                        43                       0
<LOANS-TROUBLED>                                     0                       0
<LOANS-PROBLEM>                                      0                       0
<ALLOWANCE-OPEN>                                 2,754                       0
<CHARGE-OFFS>                                       32                       0
<RECOVERIES>                                        11                       0
<ALLOWANCE-CLOSE>                                2,760                       0
<ALLOWANCE-DOMESTIC>                             1,539                       0
<ALLOWANCE-FOREIGN>                                  0                       0
<ALLOWANCE-UNALLOCATED>                          1,221                       0
        

</TABLE>



                                  Growing
 
                               Relationships






                          Indiana United Bancorp

                             Financial Report
                              March 31, 1996
<PAGE>
Dear Shareholders and Friends:

Net income in the first quarter totaled $696,884, exceeding the prior year 
period by 26%.  This strong earnings gain reflects continued improvement in 
our net interest margin and tight rein over non-interest expenses.  Nearly 
every significant non-interest expense category declined compared to first 
quarter, 1995 levels, and personnel expense was the lowest of any similar 
period since 1991.  Our net interest margin climbed 18 basis points, 
extending gains achieved throughout 1995.

In March, $1,000,000 of preferred stock was redeemed, and $500,000 was 
prepaid on long-term debt.  During the last twelve months, long-term debt has
been reduced by $2,000,000.

First quarter earnings equaled $.54 per share, representing a 32% gain over 
the quarter ending March 31, 1995.  The common dividend of $.20 per share 
paid on March 21 was 25% higher than the $.16 per share paid a year ago.

Our first quarter performance sustained our expectations that 1996 operating 
results will outpace 1995 results in every major performance measurement 
category.  Recent Indiana United Bancorp stock transactions have included 
trades priced as low as $24.25 per share.  This price level equates to a 
price/earnings ratio of only 11.2% and a current dividend yield of 3.3%.  
These ratios suggest a  favorable opportunity may now exist to accumulate 
additional holdings, especially if our performance continues to validate our 
financial assumptions.


Sincerely,



Robert E. Hoptry
Chairman and President
April 12, 1996
<PAGE>
<TABLE>
<CAPTION>
Consolidated Balance Sheet
(Dollar amount in thousands, except per share amounts)
(Unaudited)

                                                              March 31

                                                         1996          1995
<S>                                                    <C>           <C>
Assets
  Cash and due from banks                             $ 12,449      $  7,873
  Interest-bearing deposits                                155           147
  Securities held to maturity                                          7,840
  Securities available for sale                         83,875        84,822
  Loans                                                199,787       194,736
    Less:  Allowance for laon losses                    (2,760)       (2,743)
      Net loans                                        197,027       191,993
  Premises and equipment                                 5,966         5,640
  Federal Home Loan Bank stock                           1,138         1,138
  Othre assets                                           2,675         3,322
      Total assets                                    $303,285      $302,745

Liabilities
  Deposits
    Noninterest bearing                               $ 23,753      $ 22,701
    Interest bearing                                   232,066       224,317
      Total deposits                                   255,819       247,018
  Short-term borrowings                                 11,351        19,272
  Long-term debt                                         5,500         7,500
  Other liabilities                                      3,211         2,866
      Total liabilities                                275,881       276,656
Shareholders' equity
  Preferred stock                                        1,000         2,200
  Common stock                                           1,251         1,251
  Surplus                                               10,677        10,677
  Unrealized loss on securities
    available for sale                                     (67)         (950)
  Retained earnings                                     14,543        12,911
      Total shareholsers' equity                        27,404        26,089
      Total liabilities and shareholders' equity      $303,285      $302,745

Return on average assets                                   .92%          .74%
Return on average common equity                          10.31          9.19
Tier I capital to total assets                            8.93          8.80
Total capital to risk-adjusted assets                    16.41         17.00
</TABLE>
<PAGE>
Shareholder Information

Transfer Agent
Securities Transfer Department
Mid-America Bank of Louisville
500 West Broadway, P. O. Box 1497
Louisville, Kentucky 40202

Indiana United Bancorp is a community-focused bank and savings and loan 
holding company serving eastern and southern Indiana through its 
subsidiaries, Union Bank and Trust Company of Indiana, and Regional Federal 
Savings Bank, New Albany.
<TABLE>
<CAPTION>
Consolidated Statement of Income
(Dollar amounts in thousands, except per share amounts)
(Unaudited)
                                                    Three Months Ended
                                                          March 31
                                                    1996          1995
<S>                                            <C>           <C>
Interest income
  Loans, including fees                        $    4,359    $    3,975
  Investment securities                             1,277         1,507
  Other                                               101             3
    Total interest income                           5,737         5,485
Interest expense
  Deposits                                          2,590         2,322
  Other                                               289           436
    Total interest expense                          2,879         2,758
Net interest income                                 2,858         2,727
  Provision for loan losses                            27             3
Net interest income after provision
  for loan losses                                   2,831         2,724
Noninterest income
  Securities gains                                                    1
  Other operating income                              321           349
    Total noninterest income                          321           350
Noninterest expense
  Salaries and employee benefits                    1,115         1,129
  Premises and equipment expense                      382           381
  Other expenses                                      504           653
    Total noninterest expense                       2,001         2,163
Income before income tax                            1,151           911
  Income tax expense                                  454           357
Net Income                                      $     697     $     554

Net income per common share                     $     .54     $     .41
Dividends per common share                      $     .20     $     .16
Average common shares outstanding               1,250,897     1,250,897              
Preferred stock dividends                       $      26     $      38
</TABLE>
<PAGE>

Common Stock

Indiana United Bancorp's common stock is traded on the over-the-counter 
market and is listed on the NASDAQ exchange under the symbol "IUBC".  Indiana
United Bancorp is also listed on the National Market System tables in many 
daily papers under the symbol Ind Utd. Primary market makers are J.J.B. 
Hilliard/W.L. Lyons, Inc.; and NatCity Investments, Inc.

<TABLE>
<CAPTION>
                              Market Value Range and Dividends
                                  for Latest Four Quarters

                              1996     1995     1995     1995
                               Q1       Q4       Q3       Q2
<S>                           <C>       <C>     <C>       <C>
High                        $ 26 1/4  $ 28    $ 27 1/2  $ 23
Low                           24 1/4    25      19 1/2    20
Last Sale                     24 1/4    25      27        20 1/2
Dividends                    .20       .20     .17       .16
</TABLE>
<PAGE>

Organization
  Indiana United Bancorp
  201 N. Broadway, P. O. Box 87
  Greensburg, IN 47240
  (812)663-0157

    Officers
      Robert E. Hoptry
        Chairman and Presidnet
      Daryl R. Tressler
        Vice President
      Michael K. Bauer
        Vice President
      Jay B. Fager
        Treasurer and Chief Financial Officer
      Sue Fawbush
        Vice President & Secretary
      Dennis M. Flack
        Vice President, Director of Marketing and Training
      Dawn M. Schwering
        Marketing Coordinator
      Suzanne Kendall
        Staff Auditor

    Directors
      William G. Barron
        Chairman and President Wm. G. Barron Enterprises
      Philip A. Frantz
        Attorney,  Partner, Coldren and Frantz
      Glenn D. Higdon
        President, Marlin Enterprises, Inc.
      Robert E. Hoptry
        Chairman and President, Indiana United Bancorp
      Martin G. Wilson
        Farmer
      Edward J. Zoeller
        President, E.M. Cummings Veneer

    Subsidiaries
      Regional Federal Savings Bank
        Offices in New Albany, Jeffersonville

      Union Bank and Trust Company of Indiana
        Offices in Greensburg, Portland, Westport, 
        Clarksburg, Redkey



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