NORTHEAST INDIANA BANCORP INC
10QSB, 1996-08-14
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549



                                   FORM 10-QSB

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

For the quarterly period ended June 30, 1996

 [   ]    TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
          EXCHANGE ACT

For the transition period from            to

                         Commission file number 0-26012 

                         NORTHEAST INDIANA BANCORP, INC.
        (Exact Name of Small Business Issuer as Specified in its Charter)

       Delaware                                       35-1948594  
(State or other jurisdiction of                     (IRS Employer
incorporation or organization)                     Identification No.)

648 North Jefferson Street, Huntington, IN              46750
(Address of principal executive offices)              (Zip Code)

                                 (219) 356-3311
                Issuer's telephone number, including area code:

Check  whether the Issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period  that the Issuer was  required  to file such  reports),  and (2) has been
subject to such requirements for the past 90 days. YES [X] NO [ ]

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


                      CLASS OUTSTANDING AT August 12, 1996
                Common Stock, par value $.01 per share 1,967,670


         Transitional Small Business Disclosure Format:  YES [ ]  NO [X]

<PAGE>
                         NORTHEAST INDIANA BANCORP, INC.

                                      INDEX


        PART 1.         FINANCIAL INFORMATION (UNAUDITED)                       

        Item 1.         Consolidated Condensed Financial Statements

                        Consolidated Condensed Balance Sheets
                        June 30, 1996 and December 31, 1995                     

                        Consolidated  Condensed  Statements  of  Income  for the
                        three  months  ended June 30,  1996 and 1995 and the six
                        months ended June 30, 1996 and 1995

                        Consolidate  Statement of Change in Shareholders' Equity
                        for the six months ended June 30, 1996

                        Consolidated Statements of Cash Flows for the six months
                        ended June 30, 1996 and 1995

                        Notes to Consolidated Condensed Financial Statements


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



        PART II.        OTHER INFORMATION                                       

                        Signature page                                          


<PAGE>
                         NORTHEAST INDIANA BANCORP, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                       JUNE 30, 1996 AND DECEMBER 31, 1995
                 See accompanying notes to financial statements
<TABLE>
<CAPTION>   
                                                                                                    June 30            December 31
                                                                                                      1996                1995
                                                                                                 -------------        -------------
                                                                                                  (Unaudited)
<S>                                                                                              <C>                  <C>
ASSETS
Cash and due from financial institutions .................................................       $   2,921,125        $   2,467,934
Interest earning deposits in financial institutions - short term .........................             455,320            2,204,407
                                                                                                 -------------        -------------
  Total cash and cash equivalents ........................................................           3,376,445            4,672,341

Interest earning deposits in financial institutions ......................................             100,000              100,000
Securities available for sale ............................................................           9,962,085            3,820,759
Securities held to maturity,  estimated market value of $920,000 and $986,000 at
June 30, 1996 and December 31, 1995, respectively
                                                                                                       923,958              985,906
Loans receivable, net of allowance for loan losses June 30, 1996 -
$984,000 and December 31, 1995 - $881,000 ................................................         133,957,264          122,640,770
Accrued interest receivable ..............................................................             317,305              232,925
Other real estate owned, net .............................................................                --                   --
Federal Home Loan Bank stock, at cost ....................................................           2,500,000            2,075,000
Premises and equipment, net ..............................................................           2,064,577            2,131,617
Other assets .............................................................................             926,828              909,263
                                                                                                 -------------        -------------
TOTAL ASSETS .............................................................................       $ 154,128,462        $ 137,568,581
                                                                                                 =============        =============

LIABILTIES AND SHAREHOLDERS' EQUITY
Liabilities
  Deposits ...............................................................................       $  74,239,757        $  68,202,930
  Short Term Borrowed Funds ..............................................................          23,500,000           22,500,000
  Long Term Debt .........................................................................          26,495,044           15,000,000
  Advances from borrowers for taxes and insurance ........................................             109,481              116,786
  Accrued interest payable and other liabilities .........................................             659,408              715,820
                                                                                                 -------------        -------------
    Total liabilities ....................................................................         125,003,690          106,535,536

Shareholders' equity
  Preferred Stock, $.01 par value, authorized and unissued
     500,000 shares ......................................................................                --                   --
  Common stock, $.01 par value, authorized
  4,000,000 shares; issued:  2,182,125 shares ............................................              21,821               21,821
  Additional paid-in capital .............................................................          21,241,955           21,215,284
  Unearned ESOP compensation .............................................................          (1,527,550)          (1,600,225)
  Unearned RRP compensation ..............................................................            (922,622)                --
  Treasury Stock 120,455 shares at cost ..................................................          (1,597,420)                --
  Retained earnings - substantially restricted ...........................................          11,935,872           11,393,893
  Net Unrealized appreciation (loss) on securities .......................................             (27,284)               2,272
                                                                                                 -------------        -------------
     Total shareholders' equity ..........................................................          29,124,772           31,033,045
                                                                                                 -------------        -------------
         Total Liabilities and Shareholder's Equity ......................................       $ 154,128,462        $ 137,568,581
                                                                                                 =============        =============
</TABLE>
<PAGE>
                         NORTHEAST INDIANA BANCORP, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                    Three and Six months ended June 30, 1996
                 See accompanying notes to financial statements
                                                                               
<TABLE>
<CAPTION>
                                                                         Three Months Ended                    Six Months Ended
                                                                              June 30                              June 30
                                                                       1996              1995              1996               1995
                                                                    ----------        ----------        ----------        ----------
                                                                                               (Unaudited)
<S>                                                                 <C>               <C>               <C>               <C>
 Interest income
  Loans receivable
     Mortgage loans ........................................        $2,217,187        $1,864,110        $4,332,345        $3,661,878
     Consumer and other loans ..............................           423,549           326,383           830,010           621,750
  Securities
     Taxable ...............................................           171,201            81,770           269,399           158,478
     Tax exempt ............................................             8,409             9,091            17,046            18,403
   Other interest-earning assets ...........................            25,318            78,263            63,754           104,572
                                                                    ----------        ----------        ----------        ----------
     Total interest income .................................         2,845,664         2,359,617         5,512,554         4,565,081

Interest expense
  Deposits .................................................           866,835           827,333         1,688,799         1,579,916
  Borrowed funds ...........................................           596,210           590,097         1,122,874         1,145,075
                                                                    ----------        ----------        ----------        ----------
     Total interest expense ................................         1,463,045         1,417,430         2,811,673         2,724,991
                                                                    ----------        ----------        ----------        ----------

Net interest income ........................................         1,382,619           942,187         2,700,881         1,840,090

Provision for loan losses ..................................            51,000            63,288           133,200           110,538
                                                                    ----------        ----------        ----------        ----------

Net interest income after provision for loan
losses .....................................................         1,331,619           878,899         2,567,681         1,729,552

Noninterest income
  Gain on sale of securities ...............................              --                --                --                --
  Other ....................................................           105,201            83,966           198,734           164,943
                                                                    ----------        ----------        ----------        ----------
     Total noninterest income ..............................           105,201            83,966           198,734           164,943

Noninterest expense
  Compensation and benefits ................................           372,664           329,524           740,498           588,107
  Occupancy and equipment ..................................            66,037            46,057           131,986            93,479
  SAIF deposit insurance
   premiums ................................................            38,981            39,250            77,279            78,501
  Other ....................................................           200,786           157,582           422,351           328,815
                                                                    ----------        ----------        ----------        ----------
     Total noninterest expense .............................           678,468           572,413         1,372,114         1,088,902
                                                                    ----------        ----------        ----------        ----------
<PAGE>
<CAPTION>
                         NORTHEAST INDIANA BANCORP, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                    Three and Six months ended June 30, 1996
                 See accompanying notes to financial statements

                                                                         Three Months Ended                    Six Months Ended
                                                                              June 30                              June 30
                                                                       1996              1995              1996               1995
                                                                    ----------        ----------        ----------        ----------
                                                                                               (Unaudited)
<S>                                                                 <C>               <C>               <C>               <C>
Income before income taxes .................................           758,352           390,452         1,394,301           805,593

Income tax expense .........................................           295,336           125,022           534,038           268,505
                                                                    ----------        ----------        ----------        ----------

Net income .................................................        $  463,016        $  265,430        $  860,263        $  537,088
                                                                    ==========        ==========        ==========        ==========
Earnings per share subsequent
 to conversion
  Net income ...............................................        $     0.24               N/A        $     0.44               N/A

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                   NORTHEAST INDIANA BANCORP, INC.
                                      CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
                                                   Six months ended June 30, 1996
                                           See accompanying notes to financial statements
                                                             (Unaudited)

                                                                                          Common            Common                
                                             Additional                                   Stock             Stock
                                              Common       Paid-in        Retained       Treasury          Acquired        Acquired
                                             ----------  ------------   -----------    ------------      -----------     -----------
<S>                                            <C>        <C>            <C>            <C>              <C>             <C>        
Balance, January 1, 1996 .............         21,821     21,215,284     11,393,893            --        (1,600,225)           --   

Dividends Paid $0.15 per
  share year to date .................           --             --         (318,284)           --              --              --   

Shares committed to be
 released under ESOP .................           --           26,671           --              --            72,675            --   

Purchase of 120,455
shares of Treasury Stock .............           --             --             --        (1,597,420)           --              --   


Purchase of RRP Stock ................           --             --             --              --              --        (1,025,136)

Amortization of RRP
  Contributions ......................           --             --             --              --              --           102,514

Change in net unrealized
  appreciation on securities
  available-for-sale .................           --             --             --              --              --              --   

Net Income June 30, 1996 .............           --             --          860,263            --              --              --   

Balances, June 30, 1996 ..............         21,821     21,241,955     11,935,872      (1,597,420)     (1,527,550)       (922,622)
<PAGE> 
<CAPTION>
                         NORTHEAST INDIANA BANCORP, INC.
            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
                         Six months ended June 30, 1996
                 See accompanying notes to financial statements
                                   (Unaudited)

                                   (continued)

                                                   Unrealized                       
                                                 Appreciation                   
                                                 on Securities        Total     
                                                   Available-     Shareholders' 
                                                    for-Sale          Equity    
<S>                                                <C>               <C>                      
Balance, January 1, 1996 ...............              2,272          31,033,045

Dividends Paid $0.15 per
  share year to date ...................               --              (318,284)

Shares committed to be
 released under ESOP ...................               --                99,346

Purchase of 120,455
shares of Treasury Stock ...............               --            (1,597,420)


Purchase of RRP Stock ..................               --            (1,025,136)

Amortization of RRP
  Contributions ........................               --               102,514

Change in net unrealized
  appreciation on securities
  available-for-sale ...................            (29,556)            (29,556)

Net Income June 30, 1996 ...............               --               860,263

Balances, June 30, 1996 ................            (27,284)         29,124,772

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                   NORTHEAST INDIANA BANCORP, INC.
                                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                               Six months ended June 30, 1996 and 1995
                                           See accompanying notes to financial statements

                                                                                                          Six Months Ended
                                                                                                               June 30,
                                                                                                      1996                 1995
                                                                                                  ------------         ------------
                                                                                                             (Unaudited)
<S>                                                                                               <C>                  <C>
Cash flows from operating activities
  Net income .............................................................................        $    860,263         $    537,088
  Adjustments to reconcile net income to net cash from operating activities
     Depreciation and amortization, net of accretion .....................................             108,147               44,388
     Net (gain) loss on sale of real estate owned ........................................                --                   --
     Net (gain) loss on sale of fixed assets .............................................                --                   (368)
     Unrealized (gain) loss on assets available-for-sale .................................              19,386                 --
     Provision for loan losses ...........................................................              97,295              110,538
     Amortization of ESOP Contributions ..................................................              72,676               72,737
     Amortization of ESOP-SOP 93-6 .......................................................              26,672                 --
     Amortization of RRP Contributions ...................................................             102,514                 --
     Increase in accrued interest receivable .............................................             (84,381)             (49,055)
     Increase in other assets ............................................................             (17,565)             (82,722)
     Increase in accrued interest payable and other liabilities ..........................             (56,413)             104,916
                                                                                                  ------------         ------------
         Total adjustments ...............................................................             268,331              200,434
                                                                                                  ------------         ------------
             Net cash from operating activities ..........................................           1,128,594              737,522

Cash flows from investing activities
  Net increase in interest-earning deposits in financial institutions ....................                --               (100,000)
  Purchase of securities available-for-sale ..............................................          (7,423,133)             (75,067)
  Purchase of securities held-to-maturity ................................................                --                   --
Proceeds from maturities and principal repayments of securities
    available-for-sale ...................................................................           1,200,000                 --
  Proceeds from maturities and principal repayments of securities
    held-to-maturity .....................................................................              61,948               35,769
  Net increase in loans ..................................................................         (11,413,789)          (7,421,757)
  Purchase of FHLB Stock .................................................................            (425,000)            (300,000)
  Proceeds from sale of premises, furniture and equipment ................................                --                    368
  Purchase of premises, furniture and equipment ..........................................              (8,242)            (203,297)
  Proceeds from sales of other real estate ...............................................                --                   --
                                                                                                  ------------         ------------
  Net cash from investing activities .....................................................         (18,008,216)          (8,063,984)

Cash flows from financing activities
  Net increase (decrease) in deposits ....................................................           6,036,827           (2,248,450)
  Advances from FHLB .....................................................................          31,495,044           20,000,000
  Repayment of FHLB advances .............................................................         (19,000,000)         (23,000,499)
  Increase in advances from borrowers for taxes and insurance ............................              (7,305)              12,998
  Net proceeds from stock issuance .......................................................                --             19,465,158
  Repurchase stock .......................................................................          (2,622,556)                --
  Cash dividends paid ....................................................................            (318,284)                --
                                                                                                  ------------         ------------
       Net cash from financing activities ................................................          15,583,726           14,229,207
                                                                                                  ------------         ------------
<PAGE>
<CAPTION>
                                                   NORTHEAST INDIANA BANCORP, INC.
                                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                               Six months ended June 30, 1996 and 1995
                                           See accompanying notes to financial statements

                                                                                                          Six Months Ended
                                                                                                               June 30,
                                                                                                      1996                 1995
                                                                                                  ------------         ------------
                                                                                                             (Unaudited)
<S>                                                                                               <C>                  <C>
Net increase in cash and cash equivalents ................................................          (1,295,896)           6,902,745
Cash and cash equivalents at beginning of period .........................................           4,672,341            2,814,424
                                                                                                  ------------         ------------

Cash and cash equivalents at end of period ...............................................        $  3,376,445         $  9,717,169
                                                                                                  ============         ============
Supplemental  disclosure  of cash flow  information  Cash paid during the period
  for:
     Interest ............................................................................        $  2,792,488         $  2,720,566
     Income taxes ........................................................................             598,446              321,094

</TABLE>
<PAGE>
                         NORTHEAST INDIANA BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                Three and Six months ended June 30, 1996 and 1995

NOTE 1 - BASIS OF PRESENTATION

The  unaudited  information  for the three and six months  ended  June 30,  1996
includes the results of  operations  of Northeast  Indiana  Bancorp,  Inc.  (the
"Company") and its wholly-owned  subsidiary,  First Federal Savings Bank ("First
Federal" or the "Bank"). The unaudited  information for the three and six months
ended June 30, 1996 reflects the results of operations of First Federal  Savings
Bank. In the opinion of management,  the  information  reflects all  adjustments
(consisting  only  of  normal  recurring   adjustments)  necessary  for  a  fair
presentation  of the results of  operations  for the three and six month periods
reported  but  should  not be  considered  as  indicative  of the  results to be
expected for the full year.

NOTE 2 - CONVERSION

First  Federal  completed a conversion  from a mutual to a stock savings bank on
June  27,  1995.  Simultaneous  with the  conversion  was the  formation  of the
Company,  incorporated in the state of Delaware.  The initial issuance of shares
of common stock in the Company on June 27, 1995 was 2,182,125  shares at $10 per
share, resulting in net proceeds of $21,210,857, and was accomplished through an
offering to the Bank's eligible  account holders of record and the tax qualified
employee stock  ownership plan.  Costs  associated with the conversion and stock
offering  amounted to $610,  393, and were  accounted  for as a reduction of the
proceeds from the issuance of common stock of the Company. The Company purchased
all common  shares  issued by the Bank.  This  transaction  was accounted for at
historical cost in a manner similar to the pooling of interests method.

Federal regulations require that, upon conversion from a mutual to stock form of
ownership,  a  "liquidation  account" be established by restricting a portion of
net worth for the benefit of eligible savings account holders who maintain their
savings  accounts  with the Bank  after  conversion.  In the  event of  complete
liquidation (and only in such event),  each savings account holder who continues
to maintain his savings account shall be entitled to receive a distribution from
the liquidation  account after payment to all creditors,  but before liquidation
distribution  with respect to capital stock. This account will be proportionally
reduced for any subsequent reduction in eligible holder's savings accounts.

Federal  regulations  impose  limitations  on the payment of dividends and other
capital  distributions,  including,  among  others,  that First  Federal may not
declare or pay cash  dividends on any of its stock if the effect  thereof  would
cause the  Bank's  capital  to be  reduced  below the  amount  required  for the
liquidation  account  or the  capital  requirements  imposed  by  the  Financial
Institutions  Reform  Recover and  Enforcement  Act  (FIRREA)  and the Office of
Thrift Supervision (the "OTS").

NOTE 3 - EMPLOYEE STOCK OWNERSHIP PLAN

The Company has  established an employee stock  ownership plan ("ESOP").  At the
date of conversion  described in Note 2, the ESOP  purchased  174,570  shares of
common stock of the Company which was financed by the Company and collateralized
by the shares  purchased.  The  borrowing  is payable in  semi-annual  principal
payments of $72,000 over a 12 year period plus  interest.  All  employees of the
Bank are  eligible  to  participate  in the ESOP  after  they  attain age 21 and
complete one year of service  during which they worked at least 1,000 hours.  As
of January 1, 1996, 14,548 shares were distributed to the plan participants.
<PAGE>
NOTE 4 - EARNINGS PER SHARE

Earnings per common share is computed by dividing net income  subsequent  to the
conversion by the weighted average number of shares of common stock  outstanding
subsequent to the conversion.  As the conversion was effective on June 27, 1995,
no earnings per share for the three and six months ended June 30, 1995. Earnings
per common  share for the three and six months  ended June 30,  1996 is $.24 and
$.44 respectively.

NOTE 5 - COMMON STOCK CASH DIVIDENDS

On April 25, 1996 the Board of  Directors  of Northeast  Indiana  Bancorp,  Inc.
announced a quarterly cash dividend of $.075 per share. The dividend was paid on
May 20, 1996 to  shareholders  of record on May 6, 1996. The payment of the cash
dividend reduced shareholders' equity by $154,625.

It should also be noted that subsequently to the end of the second quarter,  the
Board of Directors  announced on July 3, 1996 a quarterly cash dividend of $.075
per share.  The dividend was paid on July 29, 1996 to  shareholders of record on
July 15, 1996.  The payment of the cash dividend  reduced  shareholders'  equity
(third quarter) by $154,625.

NOTE 6 - STOCK REPURCHASE PLAN

On February 12, 1996 and February 16, 1996 Northeast Indiana Bancorp,  Inc. (the
"Company") announced its intention to repurchase 5% of the outstanding shares in
the open market along with 4% of the  outstanding  shares to fund the  Company's
Recognition and Retention Plan (RRP). These two programs totaling 196,391 shares
of common stock were completed on March 25, 1996. These programs reduced capital
by approximately $1,597,000 and $1,025,000 respectively.

Subsequent  to the end of the  second  quarter  on July 8,  1996  the  Board  of
Directors  announced its intention to repurchase  another 5% of its  outstanding
shares over the next six months.  These shares will become  Treasury  Shares and
will be used for general corporate purposes, including the issuance of shares in
connection with grants and awards under the Company's stock based benefit plans.
Through  August 12,  1996,  the  Company has  repurchased  94,000 of the 103,084
shares to be repurchased.  It is estimated this  repurchase  program will reduce
capital by approximately $1.25 million when completed.

NOTE 7 - REGULATORY CAPITAL REQUIREMENTS

Pursuant  to  FIRREA,  savings  institutions  must meet three  separate  minimum
capital-to-asset  requirements.  The following table summarizes,  as of June 30,
1996, the capital  requirements  for the Bank under FIRREA and the Bank's actual
capital ratios. As of June 30, 1996, the Bank substantially exceeded all current
regulatory capital standards.
<TABLE>
<CAPTION>
                                        Regulatory                           Actual
                                    Capital Requirement              Capital Requirement
                                  Amount         Percent           Amount             Percent
                                  ------         -------           ------             -------
                                                   (Dollars in thousands)
<S>                            <C>                <C>          <C>                     <C>
Risk-based capital             $  7,502           8.00 %       $   21,166              22.57%
Core capital                      4,630           3.00             20,377              13.20
Tangible capital                  2,315           1.50             20,377              13.20 

</TABLE>
<PAGE>
                         NORTHEAST INDIANA BANCORP, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                 OF FINANCIAL CONDITION AND RESULTS OF OPERATION
                                   
                                                                              
GENERAL

Northeast  Indiana  Bancorp,  Inc.  (the  "Company")  was  formed as a  Delaware
corporation  in March,  1995, for the purpose of issuing common stock and owning
all the common  stock of First  Federal  Savings  Bank  ("First  Federal" or the
"Bank")  as a unitary  thrift  holding  company.  Prior to the  conversion,  the
Company did not engage in any material  operations  and at June 30, 1995, had no
significant  assets  other than the  investment  in the  capital  stock of First
Federal and cash and cash equivalents.

The  principal  business  of  savings  banks,   including  First  Federal,   has
historically consisted of attracting deposits from the general public and making
loans  secured by  residential  real estate.  The Bank's  earnings are primarily
dependent on net interest  income,  the difference  between  interest income and
interest  expense.  Interest  income is a function of the  balances of loans and
investments  outstanding  during the period and the yield earned on such assets.
Interest expense is the function of the balances of deposits and borrowings. The
Bank's earnings are also affected by provisions for loan losses,  service charge
and fee income,  and other  non-interest  income,  operating expenses and income
taxes.  Operating  expenses  consist  primarily  of  employee  compensation  and
benefits,  occupancy and equipment  expenses,  data processing,  federal deposit
insurance premiums and other general administrative expenses.

The most significant outside factors influencing the operations of First Federal
Savings Bank and other savings institutions include general economic conditions,
competition in the local market place and related  monetary and fiscal  policies
of agencies that regulate financial institutions. More specifically, the cost of
funds is  influenced  by interest  rates on  competing  investments  and general
market rates of interest.  Lending  activities  are influenced by the demand for
real estate financing and other types of loans, which in turn is affected by the
interest  rates at which such loans may be offered and other  factors  affecting
loan demand and funds availability.

FINANCIAL CONDITION

The Company's total assets  increased $16.5 million or 12.0% from $137.6 million
at December 31, 1995 to $154.1  million at June 30, 1996.  This increase was due
primarily to funds generated from increased  deposits growth of $6.0 million and
an  additional  $12.5 million in FHLB  advances.  In addition to asset growth we
purchased 9.0% of the  outstanding  shares to fund the Recognition and Retention
Plan (RRP) and Treasury Stock which reduced our capital.

The Bank's cash and cash equivalents decreased $1.3 million from $4.7 million at
December  31,  1995 to $3.4  million at June 30,  1996.  This  decrease  was due
primarily  from the funds being used to purchase  investment  securities  and to
fund the net increase in loans.

Net loans  receivable  increased  $11.4  million or 9.3% from $122.6  million at
December  31, 1995 to $134.0  million at June 30,  1996.  The  increase in loans
during the first six months of 1996 was
<PAGE>
FINANCIAL CONDITION (Continued)

predominantly  in net  mortgage  loans which  accounted  for $9.6 million of the
increase,  and consumer and commercial products and the general favorable market
conditions  during the first quarter which carried over into the second quarter.
Allowances for loan losses increased  $103,000 through the six months ended June
30, 1996.  This  increase was to provide a general  increase for the higher loan
amounts  and the  additional  loans  secured  by  non-residential  real  estate,
commercial  and credit  cards.  These  allowances of $984,000  include  specific
reserves  for  loans  or  partial  loans  classified  as loss in the  amount  of
$195,000.

INVESTMENTS

Securities  available-for-sale  increased  $6.1  million  from $3.8  million  at
December 31, 1995 to $10.0  million.  This  substantial  increase  includes $3.3
million in  callable  agencies  with  various  call  features  and terms to help
balance the liquidity  portfolios  interest rate risk and return.  This increase
also includes a $4.5 million in mortgage backed security  products which provide
additional  investments that allow the bank to broaden the earning asset base as
the institution  grows.  These investments have an aggregate mark to market loss
of  $45,000  before  the  effect of  deferred  taxes of $18,000 or a net mark to
market loss of $27,000 at June 30, 1996.

RESULTS OF OPERATIONS

The Company had net income of $463,000 and $860,000 for the three and six months
ended June 30,  1996  compared to $265,000  and  $537,000  for the three and six
months ended June 30,  1995.  The  increase in net income was  primarily  due to
higher  interest  income  which  exceeded  the  increase  in  interest  expense,
resulting  in a $541,000  increase  in net  interest  income for the quarter and
$861,000 for the six months ended June 30, 1996. The costs  associated  with the
new office overhead,  employee  compensation and RRP expense  contributed to the
higher non-interest expense resulting in an increase of $106,000 for the quarter
and $283,000 for the six months ended June 30, 1996 over the comparable  periods
in 1995.

Net interest  income  increased to  $1,382,000  for the second  quarter and $2.7
million  for the six months  ended June 30, 1996  compared to $942,000  and $1.8
million  for the three and six  months  ended  June 30,  1995.  Interest  income
increased  $482,000 to $2.85 million from $2.36  million for the second  quarter
ended June 30,  1996 and June 30,  1995,  respectively.  For the second  quarter
interest expense  increased  $46,000 to $1.46 million from $1.42 million for the
quarter ended June 30, 1996 and 1995,  respectively.  The increased  expense for
the period was due to a combination of higher  average  balances in deposits and
advances.

Provisions for loan losses decreased by $12,000 and increased by $22,000 for the
three and six months ended June 30, 1996  compared to the same period ended June
30,  1995.  This year to date  increase was used to continue our effort to build
the provision as loan balances grow.

Non-interest  expense  increased  to $678,000 and $1.4 million for the three and
six months  ended June 30, 1996  compared to $572,000  and $1.1  million for the
corresponding  period in 1995.  This  represents  an increase  of  $106,000  and
$283,000 for the three and six months  ended June 30, 1996.  The majority of the
increase was reflected in compensation and benefits.  This expense for the three
and six months ended June 30, 1996  reflected an increase of $43,000 to $373,000
and $152,000 to $740,000.  The increased  expense is due to establishing an ESOP
<PAGE>
RESULTS OF OPERATIONS (Continued)

with the conversion,  providing for RRP costs and growth in employment needed to
sustain growth in the institution for the three and six month periods ended June
30, 1996.  Occupancy and equipment  expense also increased for the three and six
month period  ended June 30, 1996  compared to 1995 by $20,000 to $66,000 and by
$39,000 to $132,000.  This is due to additional  costs  associated  with the new
branch. Other non-interest  operating expenses were not significantly  different
for the three and six month  period  ended June 30,  1996  compared  to June 30,
1995.

Income tax expense is up for the three and six months ended June 30, 1996 due to
higher taxable income compared to 1995.


NON-PERFORMING ASSETS AND ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses is established through a provision for loan losses
based on management's  quarterly asset  classification  review and evaluation of
the risk inherent in its loan  portfolio and changes in the nature and volume of
its loan activity.  Such  evaluation,  which considers among other matters,  the
estimated value of the underlying  collateral,  economic  conditions,  cash flow
analysis,  historical  loan loss  experience,  discussion  held with  delinquent
borrowers  and other  factors  that  warrant  recognition  in  providing  for an
adequate allowance for loan loss. As a result of this review process, management
recorded  provisions  for loan losses in the amount of $51,000 and  $133,000 for
the three and six months  ended June 30, 1996  compared to $63,000 and  $111,000
for the same periods  ended June 30, 1995.  While  management  believes  current
allowance  for loan loss is adequate to absorb  possible  losses,  we anticipate
growth  in our  loan  portfolio  and will  therefore,  continue  to add  through
additional  provisions  for loan losses to our allowance  accounts,  there is no
assurance that subsequent evaluations may require additional provisions for loan
losses.

NON-PERFORMING ASSETS AND LOSSES PROVISIONS

The non-performing assets to total assets ratio is one indicator of the exposure
to credit risk.  Non-performing  assets of the Bank consist of the  non-accruing
loans, troubled debt restructuring and real estate owned which has been acquired
as a result of  foreclosure  or  insubstance  foreclosure.  The following  table
summarizes in thousands the various categories of non-performing assets:
<TABLE>
<CAPTION>
                                                             June 30   December 31
                                                              1996        1995
                                                             -------   -----------
<S>                                                            <C>         <C> 
Non-accruing loans .....................................       $381        $284
Accruing loans delinquent 90 days and more .............        --          --
Troubled debt restructuring ............................        --          --
Foreclosed assets ......................................        --          --

   Total non-performing assets .........................       $381        $284

   Total non-performing assets as a percentage
     of total assets ...................................        .25%        .21%
</TABLE>
<PAGE>
Total non-performing assets increased from $284,000 to $381,000 or .25% of total
assets at June 30, 1996 from .21% of total assets at December 31, 1995.

The Bank is required to maintain specific amounts of regulatory capital pursuant
to  regulations  of the  Office  of  Thrift  Supervision  (OTS).  Those  capital
requirements  follow: a risk-based  capital  standard  expressed as a percent of
risk adjusted  assets,  a leverage ratio of core capital to total assets,  and a
tangible capital ratio expressed as a percent of total adjusted assets.  At June
30, 1996, the Bank exceeded all regulatory capital standards.

At June 30, 1996,  the Bank's risk based  capital was $21.2 million or 22.57% of
risk adjusted assets which exceeds the $7.5 million and the 8.0% OTS requirement
by $13.7  million and 14.57%.  The Bank's core capital at June 30, 1996 is $20.4
million or 13.20% which exceeds the OTS requirement of $4.6 million and 3.00% by
$15.8 million and 10.20%.  The tangible capital  requirement is $2.3 million and
1.50% which the Bank  exceeded by $18.1 million and 11.70% which is reflected by
June 30, 1996  tangible  capital  balance of $20.4 million and a 13.20% ratio of
tangible capital to assets.

LIQUIDITY AND CAPITAL RESOURCES

First Federal's primary sources of funds are deposits, FHLB advances,  principal
and interest payments of loans,  operations  income and short-term  investments.
Deposit flows and mortgage  payments are greatly  influenced by general interest
rates, economic conditions and competition.

Current OTS  regulations  require that First Federal  maintain cash and eligible
investments  in  an  amount  equal  to at  least  5% of  customer  accounts  and
short-term  borrowings to assure its ability to meet demands for withdrawals and
repayment  of  short-term  borrowings.  As of June  30,  1996,  First  Federal's
liquidity  ratio  was  7.10%,  which  is in  excess  of the  minimum  regulatory
requirements.

First  Federal  uses its  capital  resources  principally  to meet  its  ongoing
commitments  to fund  maturing  certificates  of deposit  and loan  commitments,
maintain its liquidity,  and meet operating expenses. As of June 30, 1996, First
Federal  had  commitments  to  originate  loans and to fund open lines of credit
totaling  $13.1  million.  First  Federal  considers  its  liquidity and capital
resources  to be  adequate  to meet its  foreseeable  short and long term needs.
First Federal  expects to be able to fund or refinance,  on a timely basis,  its
material commitments and long-term liabilities.
<PAGE>
REGULATORY DEVELOPMENTS

The deposits of savings associations such as First Federal are presently insured
by the SAIF which together with the BIF are the two insurance funds administered
by the FDIC.  On August 8, 1995,  the FDIC  revised  the  premium  schedule  for
BIF-insured  banks to provide a range of .04% to .31% of deposits as compared to
the  current  range of .23% to .31% of  deposits  for both BIF and  SAIF-insured
institutions in  anticipation of the BIF achieving its statutory  reserve ratio.
As a result, BIF members generally pay lower premiums than the SAIF members. The
lower  premiums  for BIF members  took effect the third  quarter of 1995.  It is
anticipated the SAIF will not be adequately  recapitalized  until 2002, absent a
substantial  increase in premium rates or the imposition of special  assessments
or other significant developments,  such as a merger of the SAIF and the BIF. As
a result of this  disparity,  SAIF  members  have been placed at a  significant,
competitive  disadvantage  to  BIF  members  due to  higher  costs  for  deposit
insurance.  Several  recapitalization plans have been considered by the Treasury
Department,  the FDIC,  the OTS, and the Congress.  But as of this time Congress
has not  passed  a plan to  expedite  the  recapitalization  of the  SAIF  fund.
Therefore,  SAIF  insured  institutions  such as First  Federal  are paying .23%
premiums  on their  deposits  while  some BIF  insured  banks are  paying  lower
premiums.   At  this  time,   no  assurance   can  be  given  as  to  whether  a
recapitalization  plan will be  implemented or as to the nature or extent of any
competitive disadvantage which may be experienced by SAIF members. First Federal
has paid $77,279 in premiums during the six months ended June 30, 1996.

<PAGE>


                                     PART II


ITEM 1 - LEGAL PROCEEDING

         None


ITEM 2 - CHANGES IN SECURITIES

         None


ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

         None


ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None


ITEM 5 - OTHER INFORMATION

         None


ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits
              None

         (b)  Reports on Form 8-K
              (1) April 17, 1996 Press  Release,  Announcement  of First Quarter
              Earnings  (2)  April  25,  1996  Press  Release,  Announcement  of
              Declaration   of  Dividends  (3)  July  3,  1996  Press   Release,
              Announcement  of  Declaration  of Dividends (4) July 8, 1996 Press
              Release,  Announcement  of Stock  Repurchase  Program (5) July 19,
              1996 Press Release, Announcement of Second Quarter Earnings


<PAGE>


                                   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.


                                           NORTHEAST INDIANA BANCORP, INC.


              Date:  8/14/96               By:  /S/ STEPHEN E. ZAHN
                                               ---------------------------------
                                           Stephen E. Zahn
                                           President and Chief Executive Officer
                                           (Duly Authorized Officer)


              Date:  8/14/96               By:  /S/ DARRELL E. BLOCKER
                                               ---------------------------------
                                           Darrell E. Blocker
                                           Senior Vice President and
                                           Chief Financial Officer
                                           (Principal Financial Officer)


<TABLE> <S> <C>

<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                       2,921,125
<INT-BEARING-DEPOSITS>                         555,320
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                  9,962,085
<INVESTMENTS-CARRYING>                         923,958
<INVESTMENTS-MARKET>                           920,000
<LOANS>                                    134,941,125
<ALLOWANCE>                                    983,861
<TOTAL-ASSETS>                             154,128,462
<DEPOSITS>                                  74,239,757
<SHORT-TERM>                                23,500,000
<LIABILITIES-OTHER>                            768,889
<LONG-TERM>                                 26,495,044
                                0
                                          0
<COMMON>                                        21,821
<OTHER-SE>                                  29,102,951
<TOTAL-LIABILITIES-AND-EQUITY>             154,128,462
<INTEREST-LOAN>                              5,162,355
<INTEREST-INVEST>                              286,445
<INTEREST-OTHER>                                63,754
<INTEREST-TOTAL>                             5,512,554
<INTEREST-DEPOSIT>                           1,688,799
<INTEREST-EXPENSE>                           2,811,673
<INTEREST-INCOME-NET>                        2,700,881
<LOAN-LOSSES>                                  133,200
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                              1,372,114
<INCOME-PRETAX>                              1,394,301
<INCOME-PRE-EXTRAORDINARY>                     860,263
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   860,263
<EPS-PRIMARY>                                      .44
<EPS-DILUTED>                                      .44
<YIELD-ACTUAL>                                    3.65
<LOANS-NON>                                    381,000
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                149,000
<ALLOWANCE-OPEN>                               881,000
<CHARGE-OFFS>                                   65,000
<RECOVERIES>                                    35,000
<ALLOWANCE-CLOSE>                              984,000
<ALLOWANCE-DOMESTIC>                           210,000
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                        774,000
        

</TABLE>


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