FIRST INDIANA CORP
10-Q, 1995-05-09
STATE COMMERCIAL BANKS
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<PAGE> 1


                   United States Securities and Exchange Commission
                               Washington, D.C.  20549
                                      Form 10-Q
             (X)  Quarterly Report Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
                    For the quarterly period ended March 31, 1995

                                          or

            (  )  Transition Report Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
                 For the Transition Period from ________ to ________
                            Commission File Number 0-14354

                                 FIRST INDIANA CORPORATION
                   (Exact name of registrant as specified in its charter)

                        Indiana                        35-1692825

           (State or other jurisdiction of    (I.R.S. Employer
           incorporation or organization)     Identification Number)



                  135 North Pennsylvania Street,           46204
                         Indianapolis, IN

             (Address of principal executive office)    (Zip Code)


                                    (317) 269-1200
                 (Registrant's telephone number, including area code)

               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 (  )

               Indicate the number of shares outstanding of each of the
          issuer's classes of common stock, as of the latest practicable
          date:


            Common Stock, par value $0.01 per       6,839,056 Shares
                          share
                          Class                  Outstanding at 4/30/95

<PAGE> 2

                      FIRST INDIANA CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                                        INDEX

                                                                     Page

        Part I    Financial Highlights                                 3


        Item 1.   Financial Statements:

                  Consolidated Balance Sheets as of March 31, 1995
                  and December 31, 1994                                4

                  Consolidated Statements of Earnings for the
                  Three Months Ended March 31, 1995 and 1994           5

                  Consolidated Statements of Shareholders' Equity
                  for the Three Months Ended March 31, 1995            6

                  Consolidated Statements of Cash Flows for the
                  Three Months Ended March 31, 1995 and 1994           7

                  Notes to Consolidated Financial Statements           8

        Item 2.   Management's Discussion and Analysis of
                  Financial Condition and Results of Operations       10

        Part II   Other Information                                   17

                  Signatures                                          18

<PAGE> 3
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS

First Indiana Corporation and Subsidiaries
(Dollars in Thousands, Except Per Share Data)
                                               For the Three Months Ended
                                                      March 31,
                                               1995                1994
<S>                                       <C>                 <C>
Total Interest Income                     $    28,652         $    23,075
Total Interest Expense                         15,127              11,234
Net Earnings                                    4,300               2,005

Primary and Fully Diluted Earnings Per Share     0.59                0.27
Dividends Per Share                              0.14                0.13

Net Interest Margin                              3.99 %              3.87 %
Net Interest Spread                              3.52                3.50
Return on Average Equity                        14.31                7.00
Return on Average Assets                         1.22                0.61

Average Shares Outstanding                  7,063,654           7,178,564
Primary Shares Outstanding                  7,255,759           7,404,795
Fully Diluted Shares Outstanding            7,268,683           7,404,808

<CAPTION>

                                                      At March 31,
                                               1995                1994

<S>                                       <C>                 <C>
Assets                                    $ 1,475,157         $ 1,288,438
Loans-Net                                   1,173,705             934,096
Deposits                                    1,038,597           1,008,763
Shareholders' Equity                          117,941             114,840
Shareholders' Equity/Assets                      8.00 %              8.91 %
Shareholders' Equity Per Share            $     17.27         $     15.96
Market Closing Price                            17.00               15.25
Price/Earnings Multiple                          7.20 x             14.12 x

<CAPTION>

                                                      At March 31, 1995
                                              Actual             Required
Capital Ratios

<S>                                            <C>                  <C>
Tangible Capital/Total Assets                    7.89 %              1.50 %
Core (Tier One) Capital/Total Assets             7.89                3.00
Risk-Based Capital/Risk-Weighted Assets         10.41                8.00
</TABLE>
<PAGE> 4

<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS

First Indiana Corporation and Subsidiaries
(Dollars in Thousands, Except Per Share Data)
                                                            March 31,       December 31,
                                                               1995             1994
                                                           (Unaudited)
<S>                                                      <C>              <C>
Assets
   Cash                                                  $      25,826    $      24,684
   Federal Funds Sold                                            6,800           15,000
                                                         -------------    -------------
     Total Cash and Cash Equivalents                            32,626           39,684
   Investments Held for Sale                                     5,789           11,925
   Investments (Market Value of $133,323 and $131,068)         137,059          137,604
   Mortgage-Backed Securities Held for Sale                      5,205            5,411
   Mortgage-Backed Securities-Net (Market Value of
    $59,800 and $61,828)                                        60,558           64,186
   Loans Held for Sale                                           4,366            8,868
   Loans Receivable                                          1,181,740        1,082,151
   Less Allowance for Loan Losses                               12,401           12,525
                                                         -------------    -------------
   Loans Receivable-Net                                      1,173,705        1,078,494
   Premises and Equipment                                       13,175           13,333
   Accrued Interest Receivable                                  10,285            9,812
   Real Estate Owned-Net                                         5,277            5,796
   Prepaid Expenses and Other Assets                            31,478           28,636
                                                         -------------    -------------
     Total Assets                                        $   1,475,157    $   1,394,881
                                                         =============    =============
Liabilities and Shareholders' Equity
Liabilities
   Non-Interest-Bearing Deposits                         $      47,044    $      38,250
   Interest-Bearing Deposits                                   991,553          979,913
                                                         -------------    -------------
     Total Deposits                                          1,038,597        1,018,163
   Federal Home Loan Bank Advances                             249,131          201,155
   Short-Term Borrowings                                        44,598           35,922
   Accrued Interest Payable                                      2,330            1,696
   Advances by Borrowers for Taxes and Insurance                 4,398            2,356
   Other Liabilities                                            10,818            7,296
                                                         -------------    -------------
     Total Liabilities                                       1,349,872        1,266,588
                                                         -------------    -------------
   Negative Goodwill                                             7,344            7,581
                                                         -------------    -------------

Shareholders' Equity
   Preferred Stock, $.01 Par Value: 2,000,000 Shares
      Authorized; None Issued                                       --               --
   Common Stock, $.01 Par Value: 16,000,000 Shares
       Authorized; 6,827,474 and 7,208,252 Shares Issued and
       Outstanding                                                  72               72
   Paid-In Capital in Excess of Par                             31,932           31,926
   Retained Earnings                                            92,335           88,981
   Net Unrealized Loss on Securities Available for Sale            (48)            (120)
   Treasury Stock - at Cost, 391,778 in 1995 and 10,000
       Shares in 1994                                           (6,350)            (147)
                                                         -------------    -------------
     Total Shareholders' Equity                                117,941          120,712
                                                         -------------    -------------
Total Liabilities and Shareholders' Equity               $   1,475,157    $   1,394,881
                                                         =============    =============
See Notes to Consolidated Financial Statements
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF EARNINGS

First Indiana Corporation and Subsidiaries
(Dollars in Thousands, Except Per Share Data)
(Unaudited)
                                                               Three Months Ended March 31,
                                                                1995                 1994
<S>                                                         <C>                <C>
Interest Income
Loans                                                       $   24,950         $      19,014
Mortgage-Backed Securities                                       1,190                 1,662
Investments                                                      2,358                 2,117
Federal Funds Sold and Interest-Bearing Deposits                   154                   282
                                                             ---------          ------------
     Total Interest Income                                      28,652                23,075
                                                             ---------          ------------
Interest Expense
Deposits                                                        11,570                 9,255
Federal Home Loan Bank Advances                                  2,977                 1,379
Short-Term Borrowings                                              580                     2
Mortgage-Backed Bonds                                               --                   598
                                                             ---------          ------------
     Total Interest Expense                                     15,127                11,234
                                                             ---------          ------------
Net Interest Income                                             13,525                11,841
Provision for Loan Losses                                          900                   900
                                                             ---------          ------------
   for Loan Losses                                              12,625                10,941
                                                             ---------          ------------
Non-Interest Income
Trading Account Activity                                            --                  (335)
Sale of Investments Held For Sale                                  (51)                   --
Sale of Loans                                                      119                  (873)
Sale of Deposits                                                 1,497                    --
Dividends on Federal Home Loan Bank Stock                          210                   129
Loan Servicing Income                                              770                   624
Loan Fees                                                          487                   526
Insurance Commissions                                              205                   129
Accretion of Negative Goodwill                                     237                   237
Other                                                              911                   909
                                                             ---------          ------------
     Total Non-Interest Income                                   4,385                 1,346
                                                             ---------          ------------
Non-Interest Expense
Salaries and Benefits                                            5,575                 4,985
Net Occupancy                                                      765                   722
Deposit Insurance                                                  536                   586
Real Estate Owned Operations-Net                                  (624)                 (258)
Equipment                                                        1,154                 1,019
Office Supplies and Postage                                        468                   429
Other                                                            2,088                 1,636
                                                             ---------          ------------
     Total Non-Interest Expense                                  9,962                 9,119
                                                             ---------          ------------
Earnings Before Income Taxes                                     7,048                 3,168
Income Taxes                                                     2,748                 1,163
                                                             ---------          ------------
Net Earnings                                                $    4,300         $       2,005
                                                             =========          ============

Earnings Per Share                                          $     0.59         $        0.27
                                                             =========          ============
Dividends Per Common Share                                  $     0.14         $        0.13
                                                             =========          ============
See Notes to Consolidated Financial Statements

</TABLE>

<PAGE> 6

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

First Indiana Corporation and Subsidiaries
(Dollars in Thousands, Except Per Share Data)
(Unaudited)
                                                                                     Net
                                                                                 Unrealized
                                                            Paid-In                Loss on
                                                           Capital in            Securities                 Total
                                           Common Stock     Excess     Retained   Available  Treasury   Shareholders'
                                           Shares   Amount   of Par    Earnings   for Sale     Stock       Equity

<S>                                      <C>       <C>    <C>        <C>        <C>         <C>        <C>
Balance at December 31, 1994             7,208,252 $   72 $   31,926 $   88,981 $      (120)$     (147)$     120,712

Common Stock Issued Under Restricted
Stock Plans-Net of Amortization                 --     --         --         47          --         --            47

Exercise of Stock Options                    1,000     --          6         --          --         --             6

Unrealized Loss on Securities Available
   for Sale, Net of Income Taxes of ($33)       --     --         --         --          72         --            72

Net Earnings for the Three Months
Ended March 31, 1995                            --     --         --      4,300          --         --         4,300

Dividends on Common Stock                       --     --         --       (993)         --         --          (993)

Purchase of Treasury Stock                (381,778)    --         --         --          --     (6,203)       (6,203)
                                         -----------------------------------------------------------------------------
Balance at March 31, 1995                6,827,474 $   72 $   31,932 $   92,335 $       (48)$   (6,350)$     117,941
                                         =============================================================================
See Notes to Consolidated Financial Statements

</TABLE>

<PAGE> 7

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
First Indiana Corporation and Subsidiaries
(Dollars in Thousands)
(Unaudited)
                                                                       Three Months Ended March 31,
                                                                     1995                        1994

<S>                                                            <C>                         <C>
Cash Flows from Operating Activities
   Net Earnings                                                $       4,300               $       2,005

Adjustments to Reconcile Net Earnings to:
   Net Cash Provided (Used) by Operating Activities
   (Gain) Loss on Sale of Loans, Mortgage-Backed Securities,
        Investments and Deposits                                      (1,567)                      1,208
    Amortization                                                         365                         302
    Amortization of Restricted Stock Plan                                 47                          47
    Depreciation                                                         465                         488
    Net (Accretion) Amortization of Loans and Mortgage-Backed
        Securities                                                       325                        (291)
    Provision for Loan Losses                                            900                         900
    Proceeds from Sales of Trading Securities                              -                     307,539
    Purchase of Trading Securities                                         -                    (307,874)
    Origination of Loans Held for Sale Net of Principal Collected     (8,178)                    (92,539)
    Proceeds from Sale of Loans Held for Sale                         12,799                     115,467
    Change In:
       Accrued Interest Receivable                                      (473)                       (774)
       Other Assets                                                   (2,719)                       (554)
       Accrued Interest Payable                                          634                        (988)
       Other Liabilities                                               3,522                         871
                                                                     --------                    --------
       Net Cash Provided by Operating Activities                      10,420                      25,807
                                                                     --------                    --------
Cash Flows from Investing Activities
    Proceeds from Maturities of Investment Securities                  5,022                         291
    Purchase of Investment Securities                                      -                     (56,381)
    Proceeds from Sale of Investments Held for Sale                    1,370                           -
    Principal Collected on Mortgage-Backed Securities                  3,834                      11,703
    Origination of Loans Net of Principal Collected                 (100,831)                     17,622
    Proceeds from Sale of Loans                                            -                       1,354
    Purchase of Premises and Equipment                                  (308)                       (705)
                                                                     --------                    --------
       Net Cash Used by Investing Activities                         (90,913)                    (26,116)
                                                                     --------                    --------
Cash Flows from Financing Activities
    Net Change in Deposits                                            47,393                      (6,545)
    Proceeds from Sale of Deposits                                   (25,462)                          -
    Repayment of Federal Home Loan Bank Advances                     (66,024)                    (15,022)
    Borrowings of Federal Home Loan Bank Advances                    114,000                           -
    Net Change in Short-Term Borrowings                                8,676                           -
    Net Change in Advances by Borrowers
       for Taxes and Insurance                                         2,042                       1,763
    Stock Option Proceeds                                                  6                          90
    Payment for Fractional Shares                                          -                          (6)
    Dividends Paid                                                      (993)                       (935)
    Purchase of Treasury Stock                                        (6,203)                          -
                                                                     --------                    --------
       Net Cash Provided (Used) by Financing Activities               73,435                     (20,655)
                                                                     --------                    --------
       Net Change in Cash and Cash Equivalents                        (7,058)                    (20,964)
    Cash and Cash Equivalents at Beginning of Period                  39,684                      50,438
                                                                     --------                    --------
    Cash and Cash Equivalents at End of Period                 $      32,626               $      29,474
                                                                     ========                    ========
    Supplemental Disclosures of Cash Flow Information
    Cash Paid During the Period For:
      Interest on Deposits, Advances, and
      Other Borrowed Money                                     $      14,493               $      12,222
    Income Taxes                                                         600                         344
    Transfer of Loans to Real Estate Owned                               107                         571
    Transfer of Investments to Held For Sale                               -                      20,450
    Transfer of Mortgage-Backed Securities
       to Held for Sale                                                    -                       5,298

See Notes to Consolidated Financial Statements

</TABLE>
<PAGE> 8

                        FIRST INDIANA CORPORATION AND SUBSIDIARIES
                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            Three Months Ended March 31, 1995
                                     (Unaudited)

          Note 1  -  Basis of Presentation

               The   foregoing   consolidated   financial  statements   are
          unaudited.     However,  in   the  opinion  of   management,  all
          adjustments (comprising only normal recurring accruals) necessary
          for  a fair presentation  of the  financial statements  have been
          included.   Results  for any interim  period are  not necessarily
          indicative  of  results  to  be  expected  for  the  year.    The
          consolidated financial  statements include the accounts  of First
          Indiana  Corporation and  subsidiaries (the "Corporation").   The
          principal subsidiary of the Corporation is First Indiana Bank and
          its  subsidiaries (the "Bank").   A summary  of the Corporation's
          significant accounting policies  is set  forth in Note  1 of  the
          Notes to  Consolidated Financial Statements in  the Corporation's
          Annual Report on Form 10-K for the year ended December 31, 1994.

          Note 2  -  Earnings per Share

               Earnings  per  share  for  1995  and 1994  are  computed  by
          dividing  net earnings by the primary and fully diluted shares of
          common stock and common  stock equivalents outstanding during the
          period (7,255,759 and 7,268,683 for the three months ending March
          31, 1995 and 7,404,795  and 7,404,808 for the three  months ended
          March  31, 1994) after  giving retroactive effect  to a four-for-
          three stock split in March 1994.

          Note 3 -  Accounting by Creditors for Impairment of a Loan

               Allowances  have been  established  for possible  losses  on
          loans and real estate  owned ("REO").  The provisions  for losses
          charged  to  operations are  based  on  management's judgment  of
          current circumstances and  the credit risk of  the loan portfolio
          and REO.  Management believes that these allowances are adequate.
          While  management uses available  information to recognize losses
          on  loans  and REO,  future additions  to  the allowances  may be
          necessary based on changes in  economic conditions.  In addition,
          various  regulatory  agencies,  as  an  integral  part  of  their
          examinations,  periodically  review   these  allowances  and  may
          require the  Corporation to recognize additions  to the allowance
          based on their  judgment about information  available to them  at
          the time of their examination.

               As  of  January  1,  1995,  the  Bank  adopted  Statement of
          Financial Accounting  Standard No. 114, "Accounting  by Creditors
          for Impairment of a Loan."  Under this standard, loans considered
          to  be  impaired are  reduced to  the  present value  of expected
          future  cash  flows  or  to  the  fair  value  of  collateral  by
          allocating a portion  of the  allowance for loan  losses to  such
          loans.   If these allocations cause the allowance for loan losses
          to require an increase, allocations are considered in relation to
          the  overall  adequacy  of  the  allowance  for loan  losses  and
          subsequent  adjustments to  the  loss provision.   Adopting  this
          standard will have no material impact in 1995.

<PAGE> 9

               The recorded  investment in  impaired loans  is periodically
          adjusted to  reflect cash  payments, revised estimates  of future
          cash flows, and increases  in the present value of  expected cash
          flows due to  the passage  of time.   Cash payments  representing
          interest  income are reported as  such.  Other  cash payments are
          reported  as reductions  in  recorded investment.   Increases  or
          decreases  due to changes in estimates of future payments and due
          to the passage of time are considered  in relation to the overall
          adequacy of the provision for the allowance for loan losses.

               At March 31, 1995, First Indiana identified an impaired loan
          totaling $3,359,511 to which a reserve of $167,976 was allocated.

          Note 4 -  Reclassifications

               Certain   amounts   in  the   1994   Consolidated  Financial
          Statements  have  been  reclassified   to  conform  to  the  1995
          presentation.

<PAGE> 10

          Management's Discussion and Analysis of Results of Operations and
          Financial Condition

          Summary of Corporation's Results

               First Indiana Corporation and subsidiaries  had net earnings
          of  $4,300,000 for the first  quarter of 1995,  compared with net
          earnings  of $2,005,000 in the  first quarter of  1994.  Earnings
          per share for the  three months ended  March 31, 1995 were  $.59,
          compared with  $.27 per share for  the same period  one year ago.
          Included in  first quarter earnings is  a non-recurring after-tax
          gain  of $914,000,  or  $.13  per share,  from  the  sale of  the
          deposits of a banking center in Princeton, Indiana.  Without this
          non-recurring item, First Indiana's core earnings for the quarter
          of $3,386,000, or $.46  per share, reflect a 70  percent increase
          over the first quarter of 1994.  Cash dividends per share for the
          first three months of 1995 and 1994 were $.14 and $.13 per share,
          respectively.

          Net Interest Income

               Net  interest income  was $13,525,000  for the  three months
          ended March  31, 1995,  compared with $11,841,000  for the  three
          months ended March 31, 1994.  The increase in net interest income
          can be attributed to loan growth.

               Total loans outstanding grew 26 percent to $1,173,705,000 at
          March  31, 1995,  compared  with $934,096,000  one year  earlier.
          Much of the  Bank's growth  stemmed from two  areas targeted  for
          aggressive  expansion: home  equity and  residential construction
          loans.  At  March 31,  1995, home equity  loans outstanding  were
          $381,681,000,  compared with $235,526,000 at March 31, 1994, a 62
          percent  increase.    Residential  construction  loans  stood  at
          $135,847,000, compared with $114,422,000 at  March 31, 1994, a 19
          percent  increase.  The  Bank is capitalizing  on consumer demand
          for home equity loans and lines of credit by offering streamlined
          approval, no  closing costs  or annual  fees,  and no  appraisal.
          These  products help  maintain  the Bank's  competitive edge  and
          further  enhance  its reputation  as  an  innovative real  estate
          lender.

               Interest  income   for  the   first  quarter  of   1995  was
          $28,652,000, compared  to $23,075,000 for the  three months ended
          March  31, 1994. Interest expense  for the first  quarter of 1995
          was  $15,127,000, compared  to $11,234,000  for the  three months
          ended March 31, 1994.

               During the first quarter of 1995,  the Corporation's cost of
          funds  was 4.93 percent, compared with 4.05 percent one year ago.
          The  yield on  earning  assets was  8.45  percent for  the  first
          quarter of 1995, compared to 7.55 percent one year ago.  Interest
          rates have  increased since  late 1994,  and the  Corporation has
          benefited from being asset-sensitive because the yield on earning
          assets rose faster than the cost of the liabilities funding them.

               Annualized return  on total average assets  was 1.22 percent
          for  the three  months  ended March  31,  1995, compared  to  .61
          percent for the same period in 1994.

<PAGE> 11

          Net Interest Margin

               Net interest margin  consists of  two components:  interest-
          rate  spread   and  the   contribution  of  interest-free   funds
          (primarily capital and other non-interest-bearing liabilities).

               The following  analysis of net interest  margin reflects the
          favorable impact of the Corporation's asset-sensitive position.


<TABLE>
<CAPTION>
                                                                       Three Months Ended March 31,
                                                                   1995                               1994
<S>                                                         <C>                                <C>
(Dollars in Thousands)
Net Interest Income                                         $         13,525                   $         11,841
                                                            ================                   ================

Average Interest-Earning Assets                             $      1,356,243                   $      1,222,852
Average Interest-Bearing Liabilities                               1,227,493                          1,110,599
                                                            ----------------                   ----------------
Average Interest-Free Funds                                 $        128,750                   $        112,253
                                                            ================                   ================

Yield on Interest-Earning Assets                                        8.45 %                             7.55 %
Yield on Interest-Bearing Liabilities                                   4.93                               4.05
                                                            ----------------                   ----------------
Interest-Rate Spread                                                    3.52                               3.50
Impact of Interest-Free Funds                                           0.47                               0.37
                                                            ----------------                   ----------------
Net Interest Margin                                                     3.99 %                             3.87 %
                                                            ================                   ================
All non-accruing delinquent loans have been included in average interest-earning assets.
</TABLE>

          Non-Performing Assets and Summary of Loan Loss Experience


               The  following table  analyzes the  allowance for  losses on
          loans  and real estate owned  ("REO") for the  three months ended
          March 31, 1995 and 1994.

<TABLE>
<CAPTION>
                                                                                          Loan and REO Loss
                                          Loan Loss Allowance     REO Loss Allowance          Allowance
                                            1995        1994        1995        1994        1995        1994
<S>                                      <C>         <C>         <C>         <C>         <C>         <C>
(Dollars in Thousands)
Balance of Loss Allowance at
Beginning of Year                        $ 12,525    $ 11,506    $  1,217    $  1,483    $ 13,742    $ 12,989


Provision for Losses                          900         900           -           -         900         900
Charge-Offs   -  Residential                  (34)        (34)        (50)        (11)        (84)        (45)
              -  Consumer                    (921)       (391)        (15)         (2)       (936)       (393)
              -  Construction                 (17)          -         (62)          -         (79)          -
              -  Business                       -         (91)          -           -           -         (91)
              -  Commercial Real Estate      (105)          -           -           -        (105)          -
Recoveries    -  Residential                    1           -          23           7          24           7
              -  Consumer                      42          35           -          11          42          46
              -  Construction                  10           -           4           -          14           -
                                         ---------------------------------------------------------------------
Balance at March 31, 1995                $ 12,401    $ 11,925    $  1,117    $  1,488    $ 13,518    $ 13,413
                                         =====================================================================
Ratio of Allowance for Loan Losses
   to Loans Receivable                       1.05 %      1.26 %
Ratio of REO Loss Allowance to
   Real Estate Owned                                                17.47 %     10.64 %
Ratio of Total Loan and REO Loss
   Allowance to Non-Performing Assets                                                       48.68 %     37.97 %
</TABLE>

<PAGE> 12

               Non-performing assets were  $27,769,000, or 1.88 percent  of
          assets,  at March 31, 1995.   This compares  with $29,077,000, or
          2.08 percent of assets,  at December 31, 1994 and  $35,324,000 or
          2.74  percent  of  assets, at  March  31,  1994.   This  category
          includes  not only non-accrual  loans and real  estate owned, but
          also restructured  loans on  which the  Bank continues to  accrue
          interest.  At March 31, 1995, $6,996,000 of non-performing assets
          were restructured loans.

               The  Bank  regularly reviews  all  non-performing  assets to
          evaluate the adequacy of  the allowances for losses on  loans and
          REO.    The allowance  for loan  losses  is maintained  through a
          provision for loan  losses, which  is charged to  earnings.   The
          provisions are determined in conjunction with management's review
          and  evaluation of  current economic  conditions, changes  in the
          character and size of  the loan portfolio, estimated charge-offs,
          and other  pertinent information derived from  a quarterly review
          of the loan portfolio and REO properties.

               The  provision  for losses  on loans  and  REO in  the first
          quarter of  1995 was $900,000, the  same as the first  quarter of
          1994.   The amount of the provision  in the first quarter of 1995
          was the result of management's ongoing evaluation of the adequacy
          of  its  loan  and real  estate  owned  loss  allowances and  the
          changing composition of the Corporation's loan portfolio and REO.
          Management  will  continue  to   evaluate  the  adequacy  of  the
          provision and will adjust  it if necessary to reflect  changes in
          the amount or category of loans originated.

          Non-Interest Income

               Total  non-interest income  was  $4,385,000  for  the  three
          months ended  March 31,  1995, compared  with $1,346,000  for the
          same  period in  1994.   Included  in  non-interest income  is  a
          $1,497,000 gain from the sale of the deposits of a banking center
          in Princeton,  Indiana that  did not fit  strategically with  the
          Bank's plans for growth.

               In addition, First Indiana realized higher gains on the sale
          of  loans  in  the  secondary  market  as  the  mortgage  banking
          environment improved.  The  Bank incurred a $1,208,000 loss  from
          mortgage banking  and trading  activity in  the first  quarter of
          1994,  but has taken steps to guard against a recurrence of these
          losses through closer monitoring of the mortgage banking pipeline
          and the closing of the Bank's trading desk.

               Loan servicing income  for the three months  ended March 31,
          1995 increased  $146,000 over  1994 principally because  of fewer
          residential loan prepayments.

               Dividends on Federal Home  Loan Bank stock increased $81,000
          for the three months  ended March 31, 1995 compared  to 1994, due
          to  an increase  in the  amount of  stock held by  First Indiana.
          Insurance commissions  increased  $76,000 for  the  three  months
          ended March 31, 1995.

<PAGE> 13

          Non-Interest Expense

               Total  non-interest expense  was  $9,962,000  for the  three
          months  ended March 31, 1995, compared to $9,119,000 for the same
          period  in  1994.    Salaries  and  benefits  increased  $470,000
          primarily  due to an additional pension accrual made in the first
          quarter of  1995.  Capitalized costs  decreased $120,000 compared
          to  a  year ago  due to  lower  residential mortgage  loan volume
          reducing  the amounts  available for  offsetting the  Bank's loan
          officers'  salaries  and benefits.    This led  to  lower expense
          credits for capitalized salaries and benefits, despite reductions
          in  the number  of loan  officers.   Marketing expense  increased
          $360,000  over the  same  period in  1994  because of  a  renewed
          commitment   to  research,   sales  training,   and  advertising.
          Equipment expense  increased $135,000 for the  three months ended
          March 31,  1995.    This increase  is  attributable  to  improved
          technology in the Bank's branches and proof department.

               Included in real estate owned operations--net are all of the
          operating revenues and expenses associated with the Corporation's
          real  estate owned.  Such  net results decreased  by $366,000 for
          the three  months ended March 31,  1995 from one year  ago.  This
          improvement for the three months reflects a gain of $713,000 on a
          payoff of a commercial real estate REO property.

          Capital Resources and Liquidity

               The  Corporation's  financial   strength  continues  to   be
          reflected in its shareholders'  equity-to-assets ratio.  At March
          31, 1995,  shareholders' equity was $117,941,000, or 8.00 percent
          of total assets,  compared to  $120,712,000, or  8.65 percent  at
          December 31, 1994 and  $114,840,000 or 8.91 percent at  March 31,
          1994.  The  slight decrease in the equity-to-asset  ratio results
          from  two factors:  increased loan  growth and  the Corporation's
          repurchase of its common stock under a previously announced stock
          repurchase program.

               The   Bank  continues   to   exceed   all  minimum   capital
          requirements.   At March 31,  1995, the Bank's  tangible and core
          capital  stood  at  $116,146,000,  or  7.89  percent  of  assets,
          $94,054,000  in  excess  of  the 1.50  percent  minimum  tangible
          capital  and $71,962,000 in  excess of the  three percent minimum
          required core  capital.  Risk-based capital equaled $126,528,000,
          or 10.41  percent of risk-weighted assets,  $29,333,000 more than
          the minimum eight percent risk-based level required.

<TABLE>
<CAPTION>

                                                                    Regulatory Capital
                                                                      March 31, 1995
                                            GAAP     Tangible              Core              Risk-Based
(Dollars in Thousands)                     Capital    Capital     %       Capital     %       Capital      %
                                        ----------- ---------  -------  ---------  -------  ---------   ------
<S>                                     <C>        <C>        <C>      <C>          <C>    <C>          <C>
First Indiana Corporation Capital       $  117,941
                                        ===========
First Indiana Bank Capital              $  116,146 $  116,146          $  116,146          $  116,146
                                        ===========
Additional Capital Items:
    General Valuation Allowance                             -                   -              11,368
    Land Loans above 80% Loan-to-Value                      -                   -                (986)
                                                    ---------           ---------           ---------
Computed Regulatory Capital                           116,146   7.89 %    116,146   7.89 %    126,528   10.41 %
Minimum Capital Requirement                           (22,092)  1.50      (44,184)  3.00      (97,195)   8.00
                                                    ---------           ---------           ---------
Excess Regulatory Capital                          $   94,054          $   71,962          $   29,333
                                                    =========           =========           =========
Fully Phased-in Requirement                                     1.50 %              3.00 %               8.00 %
</TABLE>

<PAGE> 14

               The Corporation paid a quarterly dividend of $.14 per common
          share March  16, 1995  to shareholders of  record as of  March 2,
          1995.  This reflects an increase from $.13 per share in 1994.  On
          March 17,  1994, the Corporation effected  a four-for-three stock
          split.  All per-share  amounts have been adjusted to  reflect the
          stock split.

               The   Corporation   conducts   its   business   through  its
          subsidiaries.   The main source  of funds for  the Corporation is
          dividends from  the Bank.   The  Corporation  has no  significant
          assets other than its investment in the Bank.

               Regulations of the former Federal Home Loan Bank  Board (the
           Bank Board )  required thrift  institutions to maintain  minimum
          levels  of   certain  liquid  investments,  as   defined  in  the
          regulations, of at least five percent of net withdrawable assets.
          The  director  of  the  OTS shall  set  minimum  liquidity levels
          between four and 10  percent of assets.  Pending the  issuance of
          the  new  OTS  regulations,  First Indiana  intends  to  maintain
          liquidity  of a  least five  percent of  net withdrawable  assets
          under  the  former Bank  Board  regulations.   The  Corporation's
          liquidity ratio at March 31, 1995, was 5.60 percent.

<PAGE> 15

          Interest-Rate Sensitivity

               The following  schedule  analyzes the  difference  in  rate-
          sensitive assets and liabilities  or "gap" at March 31,  1995 and
          December 31, 1994.

<TABLE>
<CAPTION>

                                              Rate Sensitivity by Period of Maturity or Rate Change
                                                               March 31, 1995

                                                                                    Over 180      Over
                                                             % of        Within      Days to    1 Year to     Over
(Dollars in Thousands)             Rate         Balance      Total      180 Days     1 Year      5 Years     5 Years
<S>                                <C>      <C>              <C>      <C>         <C>         <C>         <C>
Interest-Earning Assets
Investments Securities & Other      7.70 %  $     149,648    10.68 %  $    7,596  $      923  $   99,354  $   41,775
Loans Receivable (1)
    Mortgage-Backed Securities      7.41           65,763     4.69        31,244       9,753      18,843       5,923
    Residential Mortgage Loans      7.62          431,709    30.80       250,326      45,281      86,912      49,190
    Commercial Real Estate Loans    9.50           60,885     4.35        18,765      10,255      17,673      14,192
    Business Loans                 10.61           44,111     3.15        34,331       1,113       8,574          93
    Consumer Loans                  9.93          513,554    36.64       215,140      34,847     179,336      84,231
    Residential Construction Loans  9.69          135,847     9.69       122,258           -       6,387       7,202
                                            ------------------------------------------------------------------------
         Total                      8.84    $   1,401,517   100.00 %     679,660     102,172     417,079     202,606
                                            ========================  ----------------------------------------------
Interest-Bearing Liabilities
Deposits:
    Demand Deposits (2)             1.56    $     145,921    10.95 %           -           -           -     145,921
    Passbook Deposits (3)           2.99           75,968     5.70        37,385       1,376       9,689      27,518
    Money Market Savings            5.05          163,297    12.26       163,297           -           -           -
    Jumbo Certificates              6.15           86,112     6.46        80,314       4,440       1,358           -
    Fixed-Rate Certificates         5.46          567,299    42.58       188,083      84,292     294,924           -
                                            ------------------------------------------------------------------------
         Total                      4.72        1,038,597    77.95       469,079      90,108     305,971     173,439

Borrowings:
    FHLB Advances                   6.27          249,131    18.70       150,000           -      98,000       1,131
    Short-Term Borrowings           6.17           44,598     3.35        44,598           -           -           -
                                            ------------------------------------------------------------------------
         Total                      5.06        1,332,326   100.00 %     663,677      90,108     403,971     174,570
                                                           =========
Net-Other (4)                                      69,191                                                     69,191
                                            ---------------         ------------------------------------------------
         Total                              $   1,401,517                663,677      90,108     403,971     243,761
                                            ===============         ------------------------------------------------
Rate-Sensitivity Gap                                                  $   15,983  $   12,064  $   13,108  $  (41,155)
                                                                    ================================================

March 31, 1995
Cumulative Rate-Sensitivity Gap                                       $   15,983  $   28,047  $   41,155

Percent of Total Interest-Earning Assets                                    1.14 %      2.00 %      2.94 %


December 31, 1994 Gap
Cumulative Rate-Sensitivity Gap                                       $   (1,536) $   53,603  $   59,450

Percent of Total Interest-Earning Assets                                   (0.12)%      4.05 %      4.49 %

</TABLE>

          (1)  The  distribution   of  fixed-rate   loans  is   based  upon
               contractual  maturity  and scheduled  contractual repayments
               adjusted  for  estimated prepayments.    For adjustable-rate
               loans,  interest rates adjust at intervals  of six months to
               five  years.   Included  in Residential  Mortgage Loans  are
               $4,366,000 of Loans Held for Resale.
          (2)  These  deposits  have been  included  in  the Over  5  Years
               category  to  reflect  management's  assumption  that  these
               accounts are  not rate-sensitive.  This  assumption is based
               upon historic  trends of  these deposits through  periods of
               significant  increases  and  decreases  in   interest  rates
               without changes in rates  paid on these deposits.   Included
               in this  category are NOW,  money market  checking and  non-
               interest bearing  deposits.   The rate represents  a blended
               rate on all deposit types in the category.
          (3)  A portion of these deposits has been included in  the Over 5
               Years  category to  reflect    management's assumption  that
               these accounts  are not rate-sensitive.   This assumption is
               based upon the historic  minimal decay rates on these  types
               of  deposits  experienced  through  periods  of  significant
               increases and decreases in interest rates without changes in
               rates paid on these deposits.
          (4)  Net -  Other is  the excess of  other non-interest  -bearing
               liabilities  and  capital  over  other  non-interest-bearing
               assets.

<PAGE> 16

               First  Indiana engages  in rigorous,  formal asset/liability
          management, the  objectives of which are  to manage interest-rate
          risk, ensure adequate liquidity,  and coordinate sources and uses
          of funds.  At  March 31, 1995, the Corporation's  cumulative one-
          year  interest-rate gap stood at  a positive 2.00  percent.  This
          means that  2.00 percent of  First Indiana's assets  will reprice
          within  one  year  without   a  corresponding  repricing  of  the
          liabilities they are funding.   Rising interest rates  will cause
          an increase  in net interest  income, while declining  rates will
          have the opposite effect. The Corporation has placed itself in an
          asset-sensitive  position in  order to  take advantage  of rising
          interest rates.

          Financial Condition

               Total assets at March 31 1995, were $1,475,157,000, a slight
          increase from $1,394,881,000 at December 31, 1994.

               Loans and mortgage-backed securities-net  at March 31, 1995,
          were $1,239,468,000,  compared to $1,148,091,000  at December 31,
          1994. Consumer  loans (consisting  mainly of home  equity loans),
          construction  loans and adjustable-rate mortgage loans, which the
          Bank  retains  in  its  portfolio,  accounted  for  most  of  the
          increase.  Mortgage-backed securities decreased $3,834,000 due to
          prepayments.

               In the  past three months, consumer  loans grew $39,076,000.
          Expansion  of consumer loans is  one of the  chief strategies for
          improving  the  Corporation's   interest  income.     Residential
          construction loans  grew a  net $18,677,000  in the  three months
          ended March 31, 1995.  The Corporation's loan servicing portfolio
          amounted  to   $789,985,000  at  March  31,   1995,  compared  to
          $851,091,000 at March  31,  1994.

               Total  deposits  were  $1,038,597,000  at  March  31,  1995,
          compared  to $1,018,163,000  at December 31,  1994. Non-interest-
          bearing  deposits  consist  of  retail  and  commercial  checking
          accounts.  Commercial  checking accounts are expected to become a
          more  significant  source  of  funds.    Included  in  commercial
          checking  accounts at March 31,  1995 and December  31, 1994 were
          approximately   $9,745,000  and  $5,837,000  of  escrow  balances
          maintained for  loans serviced for others.  Additional funds were
          obtained through Federal  Home Loan Bank advances.   Federal Home
          Loan  Bank  advances  totaled  $249,131,000 at  March  31,  1995,
          compared to $204,155,000 at December 31, 1994.

               In addition  to deposits and advances,  the Corporation uses
          short-term repurchase agreements as sources of funds.  Borrowings
          will continue to be used short-term to compensate for periodic or
          other reductions in  deposits or inflows  at less than  projected
          levels, and  long-term to support mortgage lending activities.

<PAGE> 17

          Other Information

          Items 1, 2, 3 , and 5 are not applicable.

          Item 4.   Submission of matters to Vote of Security Holders.

                    An annual  meeting of  shareholders was held  April 19,
                    1995.   The  following directors  were elected  at this
                    meeting.

<TABLE>
<CAPTION>
                                             Votes For          Votes Withheld

                    <S>                      <C>                 <C>
                    Robert H. McKinney       6,819,285           20,264
                    Owen B. Melton, Jr.      6,819,578           19,971
                    Michael L. Smith         6,819,753           19,796
</TABLE>

                    The  following  directors'  terms  of  office continued
                    after the meeting.

                    Gerald L. Bepko
                    Douglas W. Huemme
                    John W. Wynne
                    H. J. Baker
                    Marni McKinney
                    Phyllis W. Minott


          Item 6.   Exhibits and reports on Form 8-K

                    (a)  Exhibits - None

                    (b)  Reports on Form 8-K  -   There were no reports  on
                         Form 8-K filed during the three months ended March
                         31, 1995.

<PAGE> 18


          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 thereunto duly authorized.

                                        First Indiana Corporation

          May  8, 1995                  Owen B. Melton, Jr.
                                        ---------------------------
                                        Owen B. Melton, Jr.
                                        President

          May  8, 1995                  David L. Gray
                                        ---------------------------
                                        David L. Gray
                                        Vice President and Treasurer











































<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
ALL REPORTED NUMBERS ARE UNAUDITED
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                              JAN-1-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                          25,826
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                 6,800
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     10,994
<INVESTMENTS-CARRYING>                         197,617
<INVESTMENTS-MARKET>                           193,123
<LOANS>                                      1,186,106
<ALLOWANCE>                                     12,401
<TOTAL-ASSETS>                               1,475,157
<DEPOSITS>                                   1,038,597
<SHORT-TERM>                                   154,598
<LIABILITIES-OTHER>                             24,890
<LONG-TERM>                                    139,131
<COMMON>                                            72
                                0
                                          0
<OTHER-SE>                                     117,869
<TOTAL-LIABILITIES-AND-EQUITY>               1,475,157
<INTEREST-LOAN>                                 24,950
<INTEREST-INVEST>                                3,548
<INTEREST-OTHER>                                   154
<INTEREST-TOTAL>                                28,652
<INTEREST-DEPOSIT>                              11,570
<INTEREST-EXPENSE>                              15,127
<INTEREST-INCOME-NET>                           13,525
<LOAN-LOSSES>                                      900
<SECURITIES-GAINS>                                (51)
<EXPENSE-OTHER>                                  9,962
<INCOME-PRETAX>                                  7,048
<INCOME-PRE-EXTRAORDINARY>                       7,048
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     4,300
<EPS-PRIMARY>                                      .59
<EPS-DILUTED>                                      .59
<YIELD-ACTUAL>                                    3.99
<LOANS-NON>                                     13,263
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                 6,996
<LOANS-PROBLEM>                                  4,111
<ALLOWANCE-OPEN>                                12,525
<CHARGE-OFFS>                                    1,077
<RECOVERIES>                                        53
<ALLOWANCE-CLOSE>                               12,401
<ALLOWANCE-DOMESTIC>                                 0
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                          2,040
        

</TABLE>


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