[FIC LETTERHEAD]


                                        March 12, 1998



Dear Shareholder:

   The directors and officers of First Indiana Corporation join me in
extending to you a cordial invitation to attend the annual meeting of our
shareholders.  This meeting will be held on Thursday, April 16, 1998 at
9:00 a.m., in the First Indiana Plaza Conference Center, Ohio and
Pennsylvania Streets, Seventh Floor, Indianapolis, Indiana.

   First Indiana enjoyed record earnings in 1997 as a comprehensive
provider of financial services emphasizing local decision-making,
customer relationships, and personalized service.  To share our success
with our shareholders, we recently announced a six-for-five stock
dividend, resulting in a twenty percent increase in our cash dividend.  At
the annual meeting, we will review our achievements in 1997 and share
our plans for additional growth.

   The formal notice of this annual meeting and the proxy statement
appear on the following pages.  After reading the proxy statement, please
mark, sign, and return the enclosed proxy card to ensure that your
votes on the business matters of the meeting will be recorded.

   We hope that you will attend this meeting.  Whether or not you
attend, we urge you to return your proxy promptly in the postpaid
envelope provided.  After returning the proxy, you may, of course, vote
in person on all matters brought before the meeting.

   We look forward to seeing you on April 16.

                              Sincerely,

                              /s/Robert H. McKinney

                              Robert H. McKinney,
                              Chairman and Chief
                              Executive Officer


<PAGE> (10k page 205)

              [IFC BLANK]


<PAGE> (10k page 206)


      FIRST INDIANA CORPORATION
         INDIANAPOLIS, INDIANA
      NOTICE OF ANNUAL MEETING OF
             SHAREHOLDERS


     The annual meeting of the shareholders of First Indiana
Corporation (the "Corporation") will be held in the First Indiana Plaza
Conference Center, 135 North Pennsylvania Street, Seventh Floor,
Indianapolis, Indiana on April 16, 1998, at 9:00 a.m. EST, to consider
and take action on the following matters:

     1.   The election of three (3) directors of the
          Corporation;

     2.   The approval of an increase in the number of
          authorized shares of the Corporation's common
          stock;

     3.   The approval of the Corporation's 1998 Stock
          Incentive Plan;

     4.   The approval of the Corporation's Long-Term
          Management Performance Incentive Plan; and

     5.   The transaction of such other business as may
          properly come before the meeting and any
          adjournments thereof.

Only shareholders of record at the close of business on February 17,
1998 are entitled to notice of and to vote at this meeting and any
adjournments thereof.

                                 By order of the Board of Directors,


                                 /s/David A. Butcher

                                 David A. Butcher
                                 Secretary



Indianapolis, Indiana
March 12, 1998

<PAGE> (10k page 207)

              [ii BLANK]


<PAGE> (10k page 208)

             FIRST INDIANA CORPORATION

          First Indiana Plaza
     135 North Pennsylvania Street
     Indianapolis, Indiana  46204




            PROXY STATEMENT



     This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of First Indiana Corporation (the
"Corporation") of proxies to be voted at the Annual Meeting of
Shareholders to be held on Thursday, April 16,  1998, and at any
adjournment thereof.   The approximate date of mailing this proxy
statement is March 12, 1998.  The following is important information in
a question-and-answer format regarding the Annual Meeting and this
Proxy Statement.

Q:  What am I voting on?
1.   Election of three directors (Robert H. McKinney, Owen B.
     Melton, Jr. and Michael L. Smith)
2.   Increase in the number of authorized shares of the
     Corporation's common stock
3.   Approval of the 1998 Stock Incentive Plan
4.   Approval of the Long-Term Management Performance
     Incentive Plan

Q:  Who is entitled to vote?
     Shareholders as of the close of business on February 17, 1998
(the "Record Date") are entitled to vote at the Annual Meeting.  Each
shareholder is entitled to one vote for each share of common stock held
on the Record Date.  As of the Record Date, 10,591,070 shares of the
Corporation's common stock were issued and outstanding.

Q:  Can shares I received in the recent six-for-five stock dividend
be voted?
     The Corporation recently paid a six-for-five stock dividend
to shareholders of record on February 19, 1998.  Because the record date
for the stock dividend occurred after the Record Date for the Annual
Meeting, shares you received in the stock dividend cannot be voted at the
Annual Meeting.  For that reason, none of the stock ownership and other
share information in this Proxy Statement reflects the recent stock
dividend.

Q:  How do I vote?
     Sign and date each proxy card you receive and return it in the
prepaid envelope.  If you return your signed proxy card but do not
indicate your voting preferences, we will vote FOR the four proposals on
your behalf.  You have the right to revoke your proxy any time before the
meeting by (1) notifying the Corporation's Secretary, or (2) returning a
later-dated proxy.  You may also revoke your proxy by voting in person
at the meeting.

Q:  What does it mean if I get more than one proxy card?
     It means you hold shares registered in more than one account.
Sign and return all proxy cards to ensure that all your shares are voted.

<PAGE> 1 (10k page 209)

Q:  Who will count the vote?
     Representatives of Harris Trust & Savings Bank will tabulate
the votes and act as inspectors of the election.

Q:  What constitutes a quorum?
     A majority of the outstanding shares, present in person or
represented by proxy, constitutes a quorum for the Annual Meeting.

Q:  How many votes are needed for approval of each item?
     There are different voting requirements for the various
proposals. Directors will be elected by a plurality of the votes cast at the
Annual Meeting.  Consequently, the three nominees receiving the most
votes will be elected directors.  Only votes cast for a nominee will be
counted, except that the accompanying proxy will be voted for the three
management nominees unless the proxy contains instructions to the
contrary.  Proxies submitted by brokers that do not indicate a vote for
some of the proposals because the holders do not have discretionary
voting authority and have not received instructions from the beneficial
owners on how to vote on those proposals are called "broker non-votes."
Broker non-votes, abstentions and instructions on the accompanying
proxy card to withhold authority to vote for one or more of the nominees
will result in those nominees receiving fewer votes.

     The approvals of the 1998 Stock Incentive Plan and the
Long-Term Management Performance Incentive Plan each require an
affirmative vote of a majority of the shares present in person or by proxy
and entitled to vote at the Annual Meeting.  For these proposals, an
abstention will have the same effect as a vote against the proposal.
Broker non-votes will not be voted for or against the proposals and will
not be counted as entitled to vote.

     The amendment to the Articles of Incorporation increasing
the number of authorized shares of the Corporation's common stock
requires an affirmative vote of a majority of the shares outstanding and
entitled to vote as of the Record Date.  Abstentions and broker non-votes
will have the same effect as votes against the proposal.

Q:  Who can attend the Annual Meeting?
     All shareholders as of the Record Date can attend.

Q:  What percentage of stock do the directors and officers own?
     Together, they own approximately 32.6% of Corporation's
common stock as of the Record Date. (See page 3 for details.)

Q:  Who are the largest principal shareholders?
     The Somerset Group, Inc., is the largest single shareholder of
the Corporation, owning 2,264,973 shares as of the Record Date.  Robert
H. McKinney and Marni McKinney are each officers, directors and,
directly or indirectly, substantial shareholders of Somerset.  Together,
Somerset, Mr. McKinney and Ms. McKinney beneficially own 2,786,635
shares (26.2%) of the Corporation's common stock as of the Record
Date.  (See page 3 for details.)

Q:  When are shareholder proposals and nominations for the 1999
meeting due?
     The Corporation's 1999 Annual Meeting is currently
scheduled for April 15,  1999. To be considered for inclusion in next
year's Proxy Statement, shareholder proposals must be submitted in
writing by November 12, 1998 to the Corporation's Secretary, 2800
First Indiana Plaza, 135 N. Pennsylvania Street, Indianapolis, Indiana
46204. In addition, the Corporation's By-laws provide that any
shareholder wishing to nominate a candidate for director or propose
other business at the Annual Meeting must give the Corporation written
notice 60 days before the meeting, and the notice must provide certain
other information as described in the By-laws. Copies of the By-laws are
available to shareholders free of charge upon request to the
Corporation's Secretary.


<PAGE> 2 (10k page 210)


     STOCK OWNERSHIP BY DIRECTORS, OFFICERS
       AND CERTAIN SHAREHOLDERS


     The following table shows, as of February 17, 1998, the
number and percentage of shares of common stock held by each person
known to the Corporation who owned beneficially more than five percent
of the issued and outstanding common stock of the Corporation and
shares held by the Corporation's directors and certain executive officers:

<TABLE>
<CAPTION>

     Beneficial                  Amount and Nature of         Percent
        Owner                    Beneficial Ownership         of Class
     ----------                  --------------------        ---------
<S>                                <C>                          <C>
H. J. Baker                           51,994  1                  2

Gerald L. Bepko                       22,295  1, 3               2

David L. Gray                         59,886  4                  2

Douglas W. Huemme                     16,498  5                  2

Andrew Jacobs, Jr.                        --                     -

David A. Lindsey                      91,076  6                  2

Marni McKinney                     2,786,636  7                 26.2%

Robert H. McKinney                 2,786,636  7                 26.2%

Owen B. Melton, Jr.                  254,284  8                  2.4%

Phyllis W. Minott                     24,101  1, 3, 9            2

Timothy J. O'Neill                    83,894  10                 2

Michael L. Smith                      34,224  1, 11              2

The Somerset Group, Inc.           2,786,635  7                 26.2%

John W. Wynne                         36,394  1, 12              2

All Executive Officers and
Directors as a Group (15 Persons)  3,506,671  13                32.6%

</TABLE>

     1    Includes 18,732 shares as to which the director has the
          right to acquire beneficial ownership as specified in
          Rule 13d-3(d)(1) under the Securities Exchange Act of
          1934 (the "Exchange Act").

     2    The number of shares represents less than one percent
          of the Corporation's common stock outstanding.

     3    Includes 690 shares held in trust under the First
          Indiana Bank Directors' Stock Purchase Plan (the
          "Directors' Stock Purchase Plan"), and 2,563 shares
          held in trust under the Stock Purchase Plan.

     4    Includes 957 shares held in trust under the Stock
          Purchase Plan, 29,059 shares as to which there is a
          right to acquire beneficial ownership as specified in
          Rule 13d-3(d)(1) under the Exchange Act, and 1,000
          shares owned of record by Mr. Gray's spouse.

<PAGE> 3 (10k page 211)

     5    Includes 490 shares held in trust under the Stock
          Purchase Plan, 12,488 shares as to which there is a
          right to acquire beneficial ownership as specified in
          Rule 13d-3(d)(1) under the Exchange Act and 3,521
          shares held in trust under the Directors' Deferred Fee
          Plan.

     6    Includes 1,914 shares held in trust under the Stock
          Purchase Plan and 30,559 shares as to which there is a
          right to acquire beneficial ownership as specified in
          Rule 13d-3(d)(1) under the Exchange Act.

     7    These shares are beneficially owned by a group
          consisting of The Somerset Group, Inc. ("Somerset"),
          Robert H. McKinney and Marni McKinney.  Robert H.
          McKinney owns 483,596 shares of the Corporation,
          including 3,608 shares held in trust under the Stock
          Purchase Plan, 53,433 shares of the Corporation as to
          which Mr. McKinney has the right to acquire
          beneficial ownership as specified in Rule 13d-3(d)(1)
          under the Exchange Act and 15,000 shares of restricted
          stock under the Company's 1997-1999 Long-Term
          Incentive Plan.  Mr. McKinney, his immediate family,
          a family limited partnership, and various irrevocable
          trusts established by Mr. McKinney for the benefit of
          his children together beneficially own, directly or
          indirectly, approximately 45% of the outstanding
          capital stock of Somerset, which owns of record
          2,264,973 shares of the Corporation.  The total held by
          the group also includes 38,067 shares of the
          Corporation owned by Mr. McKinney's daughter,
          Marni McKinney, including 2,686 shares held in trust
          under the Stock Purchase Plan, 23,585 shares as to
          which she has the right to acquire beneficial ownership
          as specified in Rule 13d-3(d)(1) under the Exchange
          Act, 1,006 shares held on her behalf under the Bank's
          401(k) Plan and 6,250 shares of restricted stock under
          the Company's 1997-1999 Long-Term Incentive Plan.
          Mr. McKinney is the Chairman and a director of
          Somerset; Ms. McKinney is the President and Chief
          Executive Officer and a director of Somerset; and Mr.
          McKinney's son, Kevin K. McKinney, is Vice
          President and a director of Somerset.

     8    Includes 51,870 shares as to which Mr. Melton has the
          right to acquire beneficial ownership as specified in
          Rule 13d-3(d)(1) under the Exchange Act, 8,088
          shares held in trust under the Stock Purchase Plan, 377
          shares held on his behalf under the Bank's 401(k)
          Plan, 89,997 shares owned of record jointly with Mr.
          Melton's spouse, 51,562 owned of record by
          Mr. Melton's spouse and 15,000 shares of restricted
          stock under the Company's 1997-1999 Long-Term
          Incentive Plan.

     9    Includes 3,660 shares held in trust under the Stock
          Purchase Plan, 145 shares held under the
          Corporation's Dividend Reinvestment and Stock
          Purchase Plan (the "DR Plan"), and 690 shares held
          under Directors' Stock Purchase Plan.

     10   Includes 1,526 shares held in trust under the Stock
          Purchase Plan and 30,559 shares as to which there is a
          right to acquire beneficial ownership as specified in
          Rule 13d-3(d)(1) under the Exchange Act.

     11   Includes 2,200 shares held in trust under the Stock
          Purchase Plan.

     12   Includes 1,755 shares held in trust under the Stock
          Purchase Plan, 599 shares held under the DR Plan,
          2,029 shares held under the Directors' Stock Purchase
          Plan and 6,244 shares as to which there is a right to
          acquire beneficial ownership as specified in
          Rule 13d-3(d)(l) under the Exchange Act.

     13   The address of The Somerset Group, Inc. is 135 North
          Pennsylvania Street, Suite 2800, Indianapolis, Indiana
          46204.  This number includes 2,264,973 shares owned
          of record by The Somerset Group, Inc. (see note 7),
          31,260 shares held in trust under the Stock Purchase
          Plan, 957 shares held under the DR Plan, 3,409 shares
          held under the Directors' Stock Purchase Plan, 3,521
          shares held under the Deferred Fee Plan, 2,632 shares
          held under the Bank's 401(k) Plan, and 342,644
          shares as to which there is a right to acquire beneficial
          ownership as specified in Rule 13d-3(d)(1) under the
          Exchange Act.
__________________________________________

PROPOSAL NO. 1:  ELECTION OF DIRECTORS

     Three directors are to be elected.  Robert H. McKinney, Owen
B. Melton, Jr. and Michael L. Smith have been nominated for a term of
three years and until their successors are elected and qualified.  All
nominees are members of the present Board of Directors and have
consented to serve an additional term.  The other directors listed in the
table below will continue in office until the expiration of their terms.  All
of the nominees and the other directors listed in the table below are also
members of the Board of Directors of First Indiana Bank, a wholly
owned subsidiary of the Corporation (the "Bank").  For directors of the
Corporation who were directors of the Bank before the Corporation was
formed in 1986, the table below lists the year in which the director
became a director of the Bank.  If, at the time of the annual meeting, any
of the nominees is unable or declines to serve, the discretionary authority
provided in the proxy may be exercised to vote for a substitute or
substitutes.  The Board of Directors has no reason to believe that any
substitute nominee or nominees will be required.  On February 19, 1998,
Douglas W. Huemme, whose term would have expired at the annual
meeting of shareholders in 2000, tendered his resignation from the Board
of Directors effective April 15, 1998 because of increased travel
responsibilities with Lilly Industries, Inc., of which he is chairman,
president

<PAGE> 4 (10k page 212)

and chief executive officer.  While the Corporation's Articles
of Incorporation give the Board of Directors the authority to fill this
vacancy, a replacement has not yet been selected.  The Board of
Directors thanks Mr. Huemme for his years of dedicated service to the
Corporation and the Bank.

The Board of Directors unanimously recommends the
election of the following nominees.

  NOMINEES FOR TERMS EXPIRING IN 2001


<TABLE>
<CAPTION>



                   NOMINEES FOR TERMS EXPIRING IN 2001

Name, Age, Principal
Occupation(s) and
Business Experience                                                   Director
During Past 5 Years                                                    Since
------------------------------------------------------------------------------
<S>                                                                     <C>
Robert H. McKinney, Age 72                                              1954
Chairman and Chief Executive Officer of the Corporation and
Chairman of the Bank; Chairman and Director, The Somerset Group,
Inc., an affiliate of the Corporation, financial services; Director of
Lilly Industries, Inc.; retired partner, Bose McKinney & Evans,
attorneys; Chairman, Federal Home Loan Bank Board, 1977-1979.

Owen B. Melton, Jr., Age 51                                             1983
President and Chief Operating Officer of the Corporation and
President and Chief Executive Officer of the Bank.

Michael L. Smith, Age 49                                                1985
Chief Operating Officer, American Health Network, Inc.,
a physician group practice; formerly President, Somerset Financial
Services, a division of The Somerset Group, Inc.; also formerly
Chairman, President and Chief Executive Officer, Mayflower Group,
Inc., diversified transportation services; Director of The Somerset
Group, Inc. and Acordia, Inc.


<CAPTION>

                DIRECTORS WHOSE TERMS EXPIRE IN 2000

Name, Age, Principal
Occupation(s) and
Business Experience                                                   Director
During Past 5 Years                                                    Since
------------------------------------------------------------------------------
<S>                                                                     <C>
Gerald L. Bepko, Age 57                                                 1988
Vice President for Long-Range Planning of Indiana University and
Chancellor, Indiana University-Purdue University at Indianapolis;
previously Dean and Professor of Law, Indiana University School of
Law, Indianapolis.

Andrew Jacobs, Jr., Age 66                                              1997
Adjunct Professor, Indiana University-Purdue University at
Indianapolis; Attorney; Retired Member, United States Congress.

John W. Wynne, Age 65                                                   1991
Chairman of the Board and Director of Duke Realty Investments, Inc.,
a real estate investment trust; partner, Duke Associates, real
estate development; retired as counsel (previously partner), Bose
McKinney & Evans, attorneys.

<PAGE> 5 (10k page 213)

<CAPTION>
                   DIRECTORS WHOSE TERMS EXPIRE IN 1999



Name, Age, Principal
Occupation(s) and
Business Experience                                                  Director
During Past 5 Years                                                   Since
----------------------------------------------------------------------------
<S>                                                                     <C>
H. J. Baker, Age 70                                                     1966
Chairman Emeritus, BMW Constructors, Inc., industrial mechanical
contractors; Director of The Somerset Group, Inc. and Lilly
Industries, Inc.

Marni McKinney, Age 41                                                  1992
Vice Chairman of the Corporation and the Bank; Director, President,
and Chief Executive Officer, The Somerset Group, Inc., an affiliate
of the Corporation, financial services; previously Executive Vice
President of The Somerset Group, Inc., and Vice President of the
Corporation and the Bank.

Phyllis W. Minott, Age 59                                               1976
Chairman and Chief Executive Officer, Minott Motion Pictures, Inc.,
commercial movie production; previously General Auditor, Eli Lilly
& Company, a pharmaceutical company; Controller, Accounting and
Chief Accounting Officer, Eli Lilly & Company.

</TABLE>
_____________________________________________________________________

     During 1997, the Boards of Directors of the Corporation and
the Bank each met 12 times.  All directors attended in excess of 75% of
the aggregate of the total number of meetings of the Boards of Directors
of the Corporation and the Bank (considered separately) and the total
number of meetings held by all Corporation and Bank committees
(considered separately) on which he or she served.

Certain Committees of the Boards of Directors of the
Corporation and the Bank

     Among other committees, the Boards of Directors of the
Corporation has an Audit Committee and a Compensation Committee.

     Audit Committee.  The Audit Committee evaluates audit
performance, handles relations with the Corporation's independent
auditors, and evaluates policies and procedures related to internal audit
functions and controls.  The members of the Corporation's Audit
Committee in 1997 were Phyllis W. Minott (Chairperson), Douglas W.
Huemme, and John W. Wynne.  The Audit Committee met four times
during 1997.

     Compensation Committee.  The Compensation Committee
reviews and makes recommendations to the Board of Directors with
respect to the compensation of directors, officers, and employees of the
Corporation and the Bank, administers and grants options and other
stock awards under the Corporation's stock option plans, and
administers the Bank's Employees' Stock Purchase Plan.  The
Corporation used to have a separate Stock Administration Committee to
administer stock-based compensation.  However, the Stock
Administration Committee was dissolved and its duties were formally
transferred to the Compensation Committee in January of 1998.  The
members of the Compensation Committee during 1997 were H. J. Baker
(Chairman), Gerald L. Bepko, and Phyllis W. Minott.  The Committee
met four times during 1997.


Compensation of Directors

     Directors of the Corporation and the Bank, other than Robert
H. McKinney, Marni McKinney and Owen B. Melton, Jr., received in
1997 a quarterly retainer of $2,150, plus $600 per meeting of the Board
of Directors attended and an additional $600 per committee meeting
attended.

<PAGE> 6 (10k page 214)

     Under the First Indiana 1992 Director Stock Option Plan, the
Corporation reserved approximately 182,300 shares of its common stock
for issuance upon the exercise of options to be granted under the plan. The plan
provides for the issuance of non-qualified options to purchase 3,122 shares
to each outside director of the Corporation on the date of each annual
meeting of shareholders.  The Corporation granted 3,122 shares to
each outside director on April 16, 1997, in accordance with the
plan.  No option is exercisable during the period of one year following
the date of grant, and options granted under the plan must specify an
exercise price of not less than 100% of the market price of the shares at
the date of grant.

     Under the Directors' Deferred Fee Plan, directors of the
Corporation may elect to defer all or any portion of the fees paid for
attendance at a Board of Directors' or committee meeting.  The deferred
fees are then contributed to a trust which buys stock with such fees or
invests such fees in an interest-bearing account.  Directors are not
eligible to receive shares or cash held under the plan until they cease to
be a director, officer, or employee of the Corporation.  Amounts deferred
are not taxable to the director until the trust distributes the cash or stock
to the director.  In the event of a change in control of the Corporation,
amounts held under the plan are payable immediately in one lump sum.

     Directors may also elect to contribute part of their fees to the
Bank's Employees' Stock Purchase Plan.  As with other participants, the
Bank matches a certain portion of such contributions and purchases the
Corporation's common stock on the open market at the prevailing
market price.  The material features of the Stock Purchase Plan are
described under the heading "EXECUTIVE COMPENSATION."

Certain Transactions

     The Bank offers its directors, officers, and employees a loan
plan involving variable-rate mortgages, lines of credit, home equity
loans, credit cards, and various installment loans with a lower interest
rate (not below the Bank's cost of funds) and waiver of loan origination
fees, and fixed-rate mortgage loans with waiver of loan origination fees
only.  Except as described above, all outstanding loans to directors,
officers, and employees have been made in the ordinary course of
business and on substantially the same terms as those prevailing at the
time for comparable transactions with non-affiliated persons.
Management believes that these loans neither involve more than the
normal risk of collectibility nor present other unfavorable features.

     In 1996, the Bank sold its insurance and non-FDIC-insured
investment business to The Somerset Group, Inc.  At the same time,  the
two companies entered into a multi-year operating agreement under
which Somerset provides insurance and non-FDIC-insured investment
products and services to the Bank's customers and pays the Bank a
commission on such sales.  During the year ended December 31, 1997,
Somerset paid to the Bank $219,424 in accordance with the terms of the
purchase agreement and the operating agreement.  Robert H. McKinney
and Marni McKinney are officers, directors and substantial shareholders
of Somerset, and H. J. Baker, Douglas Huemme and Michael Smith are
directors of Somerset.  The sale transaction, as well as the operating
agreement, was approved by the Office of Thrift Supervision and by a
joint committee of the Board of Directors of the Bank and the
Corporation that consisted solely of directors who were not employees,
officers, directors, or significant shareholders of Somerset.  This
independent committee determined that the transaction was in the best
interests of the Bank and the Corporation, and negotiated the transaction
with a committee of the Board of Directors of Somerset that consisted of
Somerset directors who were not employees, officers, directors or
substantial shareholders of the Bank or the Corporation.  Prior to the
consummation of the transaction, the joint committee of the Corporation
and the Bank received an opinion from an independent appraiser that the
transaction was fair to the shareholders of the Bank and the Corporation.


<PAGE> 7 (10k page 215)


        EXECUTIVE COMPENSATION

     The following Report of the Compensation
     Committee, as well as the following
     Performance Graph, shall not be deemed
     incorporated by reference by any general
     statement incorporating by reference this
     proxy statement into any of the
     Corporation's filings under the Securities
     Act of 1933, as amended, or the Securities
     Exchange Act of 1934, as amended, except
     to the extent that the Corporation
     specifically incorporates this information
     by reference, and shall not otherwise be
     deemed filed under such Acts.

Report of the Compensation Committee

     Policy and Performance Measures

     In determining the compensation of executive officers, the
Compensation Committee strives to maintain an appropriate balance
between executive pay and the creation of shareholder value.  Executive
compensation must attract and retain well-qualified officers while at the
same time motivating them to achieve the short-term and long-term
strategic goals of the Corporation.  To achieve this balance, executive
officers receive a competitive base salary and also have the opportunity
to earn bonuses tied to the Corporation's overall performance.

     The Compensation Committee based the 1997 annual salaries
of the Corporation's executive officers on the results of surveys compiled
by an independent consultant.  The compensation consultant began with
an analysis of the compensation of the executive officers of two groups
of financial institutions with assets of up to $2.3 billion.  The consultant
derived the median salary of the executive officers of the institutions
contained in each of the two surveys and then calculated an average
(mean) salary.  The Compensation Committee relied on this calculation
of average salaries in setting the salaries of the Corporation's executive
officers.

     In order to more directly tie executive compensation to the
Corporation's overall performance, the Compensation Committee also
administers short-term and long-term bonus plans.  These plans are
designed to increase the total compensation of the Corporation's
executive officers, but only if the Corporation's performance merits such
increases.  The Compensation Committee is guided by the principle that
when certain corporate goals are achieved, the compensation of the
executive officers who contributed to the Corporation's success should
increase accordingly.

     The 1997 One-Year Management Incentive Plan (the
"Short-Term Plan") provided for a bonus pool in an amount equal to
between 10% and 50% of the participants' aggregate annual salaries,
with bonuses to be awarded based upon both overall corporate
performance and individual contributions to the Corporation.  In the case
of each of the executive officers named in the Summary Compensation
Table, at least 50% of the amount contributed on behalf of such
executive officer to the bonus pool was allocated to overall corporate
performance.  The corporate performance component of the bonuses was
paid based on the Corporation's after-tax return on average equity for
1997.  The individual performance component of the bonuses depended
on the extent to which each participant achieved certain individual or
division goals and contributed to the Corporation's overall performance,
and whether or not the corporate performance targets were met.
Corporate and individual bonuses were paid at a 36% level of the
participants potential bonus under the Short-Term Plan because the
Corporation's performance in 1997 called for such a payout in
accordance with the payout formulas pre-established under the
Short-Term Plan.

     Under the Long-Term Management Performance Incentive Plan
(the "Long-Term Plan"), subject to its approval by Shareholders,
additional performance-based compensation will be awarded at the end
of fiscal year 1999 if certain performance targets are achieved.  For
further information about the Long-Term Plan, see the discussion under
heading "Proposal No. 4:  Approval of the Long-Term Management
Performance Incentive Plan."

     The Compensation Committee believes that stock ownership
by management and stock-based performance compensation
arrangements are beneficial in aligning management's and shareholders'
interests in the enhancement of

<PAGE> 8 (10k page 216)


shareholder value.  Accordingly, the
Bank has adopted management stock ownership objectives to be attained
by the end of the year 2000.  By the end of that year, each officer and
director of the Bank must own Corporation stock with a market value
equal to a specified multiple of such officer's or director's compensation.
These multiples range from one times base compensation for vice
presidents to three times base compensation for senior vice presidents,
and five times base compensation for the Bank's Chairman, Vice
Chairman and President, as well as for the Bank's Board of Directors.
The Board of Directors believes that these stock ownership requirements
will further align the interests of the Bank's management with the
objectives of the Corporation's shareholders.  Accordingly, each
recipient of a bonus under the Long-Term Plan who does not meet the
stock ownership requirements will be required to take at least one-third
of his or her bonus in stock.

     Additionally, the Compensation Committee typically considers
granting stock options to various executive officers, including the
executive officers named in the Summary Compensation Table, every two years.
As stock options were awarded in 1996, no awards were made in 1997.  Any
compensation derived from the stock options will be directly related
to the performance of the Corporation's stock.

     To further encourage Bank officers and employees, as well as
directors, to acquire ownership of the Corporation, such persons are
eligible to contribute a portion of their earnings to the Bank's
Employees' Stock Purchase Plan after completing six months of service.
Such contributions are used to purchase the Corporation's stock each
month at the then prevailing market price.  If the Corporation attains a
specified after-tax return on average equity for a calendar year (as
determined by the Compensation Committee), the Bank will match
participant contributions during the subsequent Plan Year (as defined in
the Plan) at a ratio of one to three.  If such after-tax returns are not
achieved for a calendar year, participant contributions during the
subsequent Plan Year will be matched at a ratio of one to four.  Because
the Corporation achieved the performance objectives specified in the
Stock Purchase Plan for the year ended December 31, 1996, participant
contributions for the Plan Year beginning April 1, 1997 were matched
at a ratio of one to three. The Corporation also achieved the performance
objectives specified in the Stock Purchase Plan for the year ended
December 31, 1997, and participant contributions for the Plan Year
beginning April 1, 1998 will continue to be matched at a ratio of one to
three.  Contributions by the Bank to the accounts of the executive officers
named in the Summary Compensation Table during the calendar year
ended December 31, 1997 are set forth in the column titled "All Other
Compensation."

     In 1993, the Internal Revenue Code of 1986 (the "Code") was
amended to generally limit to $1 million the amount of compensation
(other than qualified performance-based compensation) that may be
deducted by the Corporation in any year with respect to certain of the
Corporation's executive officers.  While annual salaries and cash
bonuses of the Corporation's executive officers have historically been
structured so that such compensation will be deductible, the
Compensation Committee recognizes that certain executive officers may
receive compensation which cannot be deducted in full by the
Corporation.  Because these situations are most likely to arise as a result
of the vesting of restricted stock under the Long-Term Plan, the
Compensation Committee has attempted to structure the Long-Term
Plan, to the extent possible within the Corporation's compensation
philosophy, so that compensation under the Plan will be
performance-based and will not count against the $1 million limit under
the Code.

     CEO Performance

     Mr. McKinney serves as the chief executive officer of the
Corporation, and Mr. Melton serves as the chief executive officer of the
Corporation's principal operating unit, the Bank.  While Mr. McKinney
devotes a major portion of his time to the operations of the Corporation
and the Bank, Mr. Melton devotes all of his time to those operations.

     Like the salaries of the Corporation's other executive officers,
Mr. Melton's and Mr. McKinney's salaries are also derived from the data
compiled by the independent consultant.  Since these two individuals
have the greatest impact on the Corporation's long-term performance,
their salaries are determined based on their achievement of certain goals
relating to the Corporation's performance during the prior year, such as
return on equity, return on assets, credit quality, and management of
operating expenses.  Because Mr. Melton is the chief executive officer
of the Corporation's sole operating unit and responsible for its
day-to-day activities, the Compensation Committee gives special weight
to Mr. Melton's achievement of these objectives when determining his
salary for the coming year.  In addition, the Compensation Committee
meets separately with Mr. McKinney for his candid evaluation of Mr.
Melton's performance


<PAGE> 9 (10k page 217)


during the preceding year and his achievement of
the objectives described above.  The Corporation's attainment of the
1996 performance goals resulted in an increase in both Mr. McKinney's
and Mr. Melton's salaries for 1997.

     Along with the Corporation's other executive officers, Mr.
McKinney and Mr. Melton participate in the Short-Term Plan and the
Long-Term Plan.  However, under the Short-Term Plan, 60% of the
amount contributed to the bonus pool on behalf of Mr. McKinney and
Mr. Melton was allocated to the overall corporate performance
component, rather than the 50% contribution used for the remaining
executive officers named in the Summary Compensation Table.  The
Compensation Committee believes that such modifications emphasize
Mr. McKinney's and Mr. Melton's leadership roles and encourage them
to manage the Corporation with the shareholders' long-term interests in
mind.  Additionally, under the Long-Term Plan, Mr. McKinney and Mr.
Melton received in 1997 a grant of restricted stock in lieu of their
participation in the bonus pool.  The stock will be freed from the
restrictions at the end of 1999 if the Corporation attains the performance
objectives established under the Long-Term Plan and the Long-Term
Plan is approved by the shareholders.  Further, if the stock is freed from
the restrictions, the Corporation will pay to Mr. McKinney and Mr.
Melton an amount equal to the tax liability they incur as a result of such
vesting.  The Compensation Committee believes that such tax payments
are appropriate given the nature of the stock awards, which require Mr.
McKinney and Mr. Melton to assume for three years the risk of a decline in
the market value of the Corporation's stock, and given that such tax
payments are only made when the Corporation meets the performance
targets established under the Long-Term Plan.

       Compensation Committee
        H. J. Baker, Chairman
        Gerald L. Bepko
        Phyllis W. Minott


<PAGE> 10 (10k page 218)

                  Performance Graph

     The following line graph compares the cumulative total
shareholder return on the common stock of the Corporation over the last
five fiscal years with the cumulative total return of the NASDAQ Stock
Market Index and the cumulative total return of the NASDAQ Bank
Index over the same period.

<TABLE>
<CAPTION>

                Comparison of Five-Year Cumulative Total Return*
        First Indiana Corporation Common Stock, NASDAQ Stock Market
        Index and NASDAQ Bank Index**

               First Indiana     Nasdaq Stock     Nasdaq Bank
Period            Corp.            Market           Index
------         -------------     ------------     -----------
<S>                <C>               <C>             <C>

Dec-92             $100              $100            $100

Jun-93             $136              $104            $107

Dec-93             $136              $115            $114

Jun-94             $135              $105            $122

Dec-94             $135              $112            $114

Jun-95             $176              $140            $137

Dec-95             $234              $159            $169

Jun-96             $269              $180            $179

Dec-96             $370              $195            $223

Jun-97             $330              $218            $279

Dec-97             $452              $240            $377

* Assumes that the value of the investment in the Corporation's stock and
  each index was $100 on December 31, 1992 and that all dividends were
  reinvested.

**The NASDAQ Bank Index contains performance data for banks, savings
  institutions and holding companies.


</TABLE>

Percent Change for 6 Months ended 12/31/97:
  First Indiana Corporation      +36.9%
  Nasdaq Stock Market Index      + 9.6%
  Nasdaq Bank Index              +35.1%

Percent Change for 12 Months ended 12/31/97:
  First Indiana Corporation      +47.5%
  Nasdaq Stock Market Index      +22.7%
  Nasdaq Bank Index              +68.9%

<PAGE> 11 (10k page 219)

Summary

   The following table sets forth the compensation awarded to,
earned by, or paid to the chief executive officer and the four most highly
compensated executive officers other than the chief executive officer
(collectively, the "Named Executive Officers") during the last three fiscal
years.

<TABLE>
<CAPTION>
                                                    Summary Compensation Table

                                                                               Long-Term Compensation
                                                                               ----------------------
                                        Annual Compensation                 Awards (1)            Payouts
                                     ----------------------------    ------------------------     -------
Name and                                                              Restricted   Securities
Principal                                             Other Annual   Stock Awards  Underlying                   All Other
Position                     Year    Salary   Bonus   Compensation                 Options (#)  LTIP Payouts   Compensation
---------------------------------------------------------------------------------------------------------------------------
<S>                          <C>    <C>      <C>        <C>           <C>            <C>           <C>          <C>

Robert H. McKinney           1997   $210,000 $ 37,800   $  --         $357,000 (2)      --         $  --        $6,404(3)
Chairman and Chief           1996    200,000     --      395,910          --          15,000          --         6,055
Executive Officer            1995    190,000   95,000      --             --            --            --         3,319
of the Corporation;
Chairman of the Bank
--------------------------------------------------------------------------------------------------------------------------
Owen B. Melton, Jr.          1997    280,000   50,400      --          357,000 (2)      --            --         4,550 (4)
President and Chief          1996    265,000     --      398,818          --          15,000          --         3,905
Operating Officer of         1995    248,000  126,157      --             --            --            --         1,350
the Corporation;
President and Chief
Executive Officer of
the Bank
--------------------------------------------------------------------------------------------------------------------------
David L. Gray                1997   152,500    25,940      --             --            --            --         9,065 (5)
Vice President and           1996   145,000      --        --             --           7,500       69,167        8,131
Treasurer of the Corpor-     1995   138,000    65,000      --             --            --            --         4,540
ation; Senior Vice
President-Internal
Support Services Group,
and Chief Financial Officer
of the Bank
--------------------------------------------------------------------------------------------------------------------------
Timothy J. O'Neill           1997   145,500    19,528      --             --            --            --          7,561 (6)
Senior Vice President        1996   140,000      --        --             --           7,500       68,667         6,394
Correspondent Banking        1995   137,000    63,705      --             --            --            --          3,459
Services Group of the Bank
--------------------------------------------------------------------------------------------------------------------------
David A. Lindsey             1997   140,000    23,349      --             --            --            --          8,309 (7)
Senior Vice President-       1996   132,000      --        --             --           7,500       60,417         7,424
Consumer Finance Group       1995   120,000    60,850      --             --            --            --          4,142
of the Bank
--------------------------------------------------------------------------------------------------------------------------

1 Adjusted for all stock splits through December 31, 1997.

2 Represents the market value on the date of grant of 15,000 shares of restricted stock
  granted to each of Mr. McKinney and Mr. Melton under the Long-Term Plan. The
  restricted stock (i) had a market value of $453,750 on December 31, 1997, (ii) will
  vest on December 31, 1999 if the Corporation attains the performance targets
  described in the Joint Report of the Compensation Committee and the Stock
  Administration Committee, and (iii) earns dividends while restricted.

3 Consists of a $4,261 contribution by the Bank to the Stock Purchase Plan, and a
  $2,143 contribution by the Bank to Mr. McKinney's account in the Bank's 401(k)
  Plan.

4 Consists of a $1,733 contribution by the Bank to the Stock Purchase Plan, and a
  $2,817 contribution by the Bank to Mr. Melton's account in the Bank's 401(k)
  Plan.

5 Consists of a $5,083 contribution by the Bank to the Stock Purchase Plan, the
  payment by the Bank of $1,618 for term life insurance premiums, and a $2,364
  contribution by the Bank to Mr. Gray's account in the Bank's 401(k) Plan.

<PAGE> 12 (10k page 220)

6 Consists of a $3,760 contribution by the Bank to the Stock Purchase Plan, the
  payment by the Bank of $1,562 for term life insurance premiums, and a $2,239
  contribution by the Bank to Mr. O'Neill's account in the Bank's 401(k) Plan.

7 Consists of a $4,666 contribution by the Bank to the Stock Purchase Plan, the
  payment by the Bank of $1,473 for term life insurance premiums, and a $2,170
  contribution by the Bank to Mr. Lindsey's account in the Bank's 401(k) Plan.

</TABLE>

Stock Options

     The following table sets forth on an aggregate basis each
exercise of stock options during fiscal year 1997 by each of the Named
Executive Officers and the 1997 year-end value of the unexercised
options of each such executive officer.


<TABLE>
<CAPTION>

                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                                    AND
                       FISCAL YEAR-END OPTION VALUES

                                                    Number of Securities Underlying       Value of Unexercised
                                                     Unexercised Options at FY-End        In-the-Money Options
                                                                                               at FY-End
                                                     -------------------------------   ---------------------------
                       Shares
                       Acquired on
Name                   Exercise (#)    Value Realized   Exercisable  Unexercisable     Exercisable    Unexercisable
-------------------------------------------------------------------------------------------------------------------
<S>                     <C>              <C>              <C>            <C>           <C>                 <C>
Robert H. McKinney       46,872          $660,192         53,433           --          $1,083,026          $  --
Owen B. Melton, Jr.      18,750           235,969         51,870           --           1,042,747             --
David L. Gray            18,750           355,500         29,059           --             601,883             --
Timothy J. O'Neill        --                 --           30,559           --             634,328             --
David A. Lindsey         16,500           299,640         30,559           --             634,328             --

</TABLE>


Pension Plans

     The following table sets forth, in specified compensation and
years of service classifications, the estimated annual benefits payable
upon retirement at age 65 under the Bank's non-contributory, qualified
defined benefit pension plan (the "Qualified Plan"), as supplemented by
the supplemental benefit plan adopted by the Bank on January 17, 1992
(the "Supplemental Plan") (the Qualified Plan and the Supplemental
Plan are collectively referred to as the "Plans").  While the table shows
the annual benefit payable, participants may elect to receive the present
value of the entire benefit in one lump sum.


<PAGE> 13 (10k page 221)

<TABLE>
<CAPTION>
                             PENSION PLAN TABLE 1


Covered         10 Years' Benefit  20 Years' Benefit  30 Years' Benefit  40 Years' Benefit
Compensation         Service            Service            Service            Service
------------------------------------------------------------------------------------------
 <C>              <C>               <C>                 <C>                  <C>
<PAGE> 12

 $100,000         $ 18,900          $ 37,700            $ 56,600             $  76,000
  120,000           22,900            45,700              68,600                92,000
  140,000           26,900            53,700              80,600               108,000
  160,000           30,900            61,700              92,600               124,000
  180,000           34,900            69,700             104,600               140,000
  200,000           38,900            77,700             116,600               156,000
  220,000           42,900            85,700             128,600               172,000
  240,000           46,900            93,700             140,600               188,000
  260,000           50,900           101,700             152,600               204,000
  280,000           54,900           109,700             164,600               220,000
  300,000           58,900           117,700             176,600               236,000
  320,000           62,900           126,700             188,600               252,000
  340,000           66,900           133,700             200,600               268,000
  360,000           70,900           141,700             212,600               284,000
  380,000           74,900           149,700             224,600               300,000
  400,000           78,900           157,700             236,600               316,000
  500,000           98,900           197,700             296,600               396,000
  600,000          118,900           237,700             356,600               476,000
  700,000          138,900           277,700             416,600               556,000
  800,000          158,900           317,700             476,600               636,000
------------------------------------------------------------------------------------------
</TABLE>


1 Amounts shown are based on an assumed Social Security integration base of
  $22,716 and are not subject to any deduction for Social Security or
  other offset amounts.


     The annual retirement benefit displayed in the Pension Plan
Table is the product of (i) the participant's number of years of credited
benefit service, multiplied by (ii) the sum of 1.5% of that portion of the
participant's covered compensation that does not exceed the Social
Security integration base for the participant plus 2% of the participant's
covered compensation that exceeds such integration base.  Compensation
covered by the Plans is the sum of the average of a participant's
annualized rate of base salary (as reported in the Salary column of the
Summary Compensation Table) for the five consecutive years of
employment which produce the highest such average, plus the annual
average of all bonuses (including both the Bonus and the LTIP Payouts
columns as reported in the Summary Compensation Table, and the
market value on the date of vesting of any restricted stock awards made
pursuant to the Long-Term Plan) paid to the participant for the three
years preceding the participant's retirement.

     As of January 1, 1998, the number of years of credited benefit
service and the compensation covered by the Plans (based on average
annual salaries for 1993-1997 and average annual bonuses for
1995-1997) for each of the Named Executive Officers were as follows:
Robert H. McKinney, 45 years - $409,467; Owen B. Melton, Jr., 19
years - $485,252; David L. Gray, 16 years - $192,069; Timothy J.
O'Neill, 27 years - $187,993; David A. Lindsey, 15 years - $169,250.

Employment Agreements and Other Arrangements

     Special retirement benefits are provided under the
Supplemental Plan to Mr. McKinney.  His normal retirement benefit
under the Supplemental Plan is payable for life and 15 years certain.  The
monthly amount of his normal benefit is the higher of two calculated
amounts.  The first is his monthly retirement benefit that would be
payable to him under the Supplemental Plan if such benefit were
determined in the normal way and were payable for life only.  The second
is a monthly retirement benefit equal to the excess of (i) 80% of his
adjusted monthly compensation over (ii) the sum of (a) his monthly
retirement benefit under the Qualified Plan (determined as though such
benefit were payable in the form of a straight-life annuity) plus (b) his
primary Social Security benefit payable at age 65.  For purposes of the
foregoing, Mr. McKinney's adjusted monthly compensation is
one-twelfth of the sum of (i) his highest annual rate of salary from the
Corporation plus (ii) the greater of (a) 37.5% of his highest annual rate
of salary from the Corporation or (b) the annual average of all bonuses
paid to him by the Corporation for the three years next preceding his
retirement.  In the last fiscal year, Mr. McKinney received $101,169 in
payments under the Qualified Plan.

<PAGE> 14 (10k page 222)


     Special death benefits are provided under the Supplemental
Plan to Mr. McKinney and Mr. Melton.  The death benefit provided to
Mr. McKinney equals three times his highest annual rate of salary,
grossed up for income taxes at the highest applicable marginal rate in
effect at the time of his death, and is payable whether he dies before or
after separation from service and without regard to when he separates from
service. The death benefit provided to Mr. Melton equals three times his
highest annual rate of salary, grossed up for income taxes at the
highest applicable marginal rate in effect at the time of his death and is
payable whether he dies before or after separation from service and
without regard to when he separates from service.

  The Board of Directors unanimously recommends that
shareholders vote in favor of this Proposal.


       PROPOSAL NO. 2:  AMENDMENT OF THE CORPORATION'S ARTICLES OF
       INCORPORATION TO INCREASE THE AMOUNT OF AUTHORIZED COMMON STOCK
                            TO 33,000,000

     The Board of Directors of the Corporation has proposed an
increase in the number of authorized shares of the Corporation's
common stock to 33,000,000 shares from 16,000,000 shares.  The
proposed increase would result in 35,000,000 total authorized shares of
Corporation stock, consisting solely of 33,000,000 shares of common
stock, without par value and 2,000,000 shares of preferred stock, without
par value.

     The terms of the additional authorized shares will be the same
as those that apply to the Corporation's currently authorized common
stock.  There are 10,591,070 shares of common stock outstanding as of
the date of this Proxy Statement.  During the last seven years, the
Corporation has declared six stock dividends (including the six-for-five
share dividend that was recently announced), resulting in a 275%
increase in the number of shares of common stock outstanding.  The
increase in the authorized number of shares of common stock will
provide flexibility for corporate planning and result in shares being
available for future stock dividends or splits, as well as future equity
financing through issuances to the general public, future acquisitions
(such as mergers), and for other corporate purposes for which the
issuance of common stock may be advisable.  The Corporation has no
current plans to undertake any of these issuances, but the Board of
Directors believes it is appropriate to provide the Corporation with this
flexibility at this time.

     As stated above, the Corporation has no immediate plans,
arrangements, commitments, or understandings with respect to the
issuance of any additional shares of common stock which would be
authorized by the proposed amendment.  However, the increased
authorized shares could also be used to make a takeover attempt more
difficult such as by using the shares to make a counter-offer for the
shares of the bidder or by selling shares to dilute the voting power of the
bidder.  The additional shares could also be used, in part, to effectuate
the Shareholder Rights Plan adopted by the Corporation on November
14, 1997.  As of this date, the Board is unaware of any effort to
accumulate the Corporation's shares or to obtain control of the
Corporation by means of a merger, tender offer, solicitation in opposition
to management or otherwise.

     The current Articles of Incorporation contain other provisions
that may be viewed as having possible anti-takeover effects.  Under these
provisions the Corporation's Board of Directors is divided into three
classes, with approximately one-third of the members of the Board
nominated for election each year.  Thus, two Annual Meetings are
necessary for a majority shareholder to replace a majority of incumbent
directors.  In addition, directors may be removed only for cause and only
upon the affirmative vote of either the holders of two-thirds of the
outstanding voting stock of the Corporation or two-thirds of the entire
Board of Directors.  The current Articles of Incorporation further provide
that, in certain situations, the affirmative vote of the holders of two-thirds
of the Corporation's outstanding voting stock is required to approve
certain business transactions (such as mergers or sales of assets)
involving another entity that beneficially owns 10% or more of the voting
stock of the Corporation.  The current Articles of Incorporation also
provide that the Board, when evaluating such transactions, shall, in
connection with the exercise of its judgment in determining what is in the
best interest of the Corporation and its shareholders, give due
consideration to all relevant

<PAGE> 15 (10k page 223)

factors including the social and economic
effects on employees, customers, suppliers, and other constituents of the
Corporation and on the communities in which the Corporation operates
or is located.  As a result of the adoption of the Shareholder Rights Plan,
the current Articles of Incorporation also contain provisions for the
issuance of Series A Junior Participating Preferred Stock which could
have a deterrent effect against the takeover of the Corporation.

     The Corporation is not proposing any increase in the number
of shares of authorized preferred stock of which 2,000,000 shares are
authorized but have not been issued.  A total of 1,000,000 shares of the
preferred stock have been designated as Series A Junior Participating
Preferred Stock and reserved for issuance pursuant to the Shareholder
Rights Plan.  The Board (subject to applicable law or rules of regulatory
agencies and requirements of national securities markets) has the power
to issue the existing preferred stock without further shareholder
approval, and with such rights as the Board deems advisable, including
conversion rights, redemption rights, voting rights, and liquidation rights.
The preferred stock could be issued to deter a takeover by establishing
the terms of the preferred stock so as to make the takeover substantially
more expensive.  The preferred stock could also be issued with voting
rights intended to make acquisition of the Corporation more difficult.

     Shareholders have no preemptive rights with respect to the
issuance of additional shares of common stock.  Accordingly, any
issuance of authorized but unissued shares of common stock (which will
not require shareholder approval) could have the effect of diluting the
earnings per share and book value per share of currently outstanding
shares of common stock.  However, the Corporation has no current plans
to issue any shares of its common stock in a transaction which is
expected to have such a dilutive effect.

  The Board of Directors unanimously recommends that
shareholders vote in favor of this Proposal.

PROPOSAL NO. 3:    APPROVAL OF THE 1998 STOCK INCENTIVE  PLAN

     There will be presented to the 1998 Annual Meeting a
proposal to approve the First Indiana Corporation 1998 Stock Incentive
Plan (the "1998 Plan").  The 1998 Plan was adopted by the Board of
Directors on January 22, 1998, subject to shareholder approval.  The
purpose of the 1998 Plan is to attract and retain qualified persons as
employees and members of management to the Corporation so as to
maintain and enhance the Corporation's long-term performance.

     The Corporation currently maintains four stock option plans:
the 1989 Stock Option Plan, the 1991 Stock Option and Incentive Plan,
the 1992 Directors Stock Option Plan (the "Directors' Plan"), and the
1992 Stock Option Plan.  In addition, options are outstanding under a
fifth plan, the 1987 Stock and Incentive Plan, which terminated last year.
As of February 12, 1998, grants for 610,103 options and 36,250 shares
of restricted stock were outstanding under these five plans.  This includes
grants for 71,950 options that were made on January 22, 1998.  If the
1998 Plan is approved, no further grants will be made under the prior
plans, except for the Directors' Plan.  Grants will continue to be made
under the Directors' Plan until its expiration in 2002.  As of February 12,
1998, 103,234 options remained available for grants under the
Directors' Plan.

General

     The 1998 Plan provides for the issuance of a total of up to
525,000 shares of common stock, which may be authorized and unissued
shares, treasury shares or reacquired shares.  This is equivalent to
slightly less than five percent (5%) of the shares of Common Stock
outstanding (excluding treasury stock) as of the Record Date.  As of the
Record Date, 32,901 shares of common stock remained available for
issuance under the three plans that are being replaced by the 1998 Plan.
Accordingly, the 525,000 shares authorized under the 1998 Plan
represent an increase of 492,099 shares over the number of shares
previously authorized by the shareholders.

     Awards under the 1998 Plan may be made in the form of (i)
incentive stock options, (ii)  non-qualified stock options, (iii) stock
appreciation rights, (iv) dividend equivalent rights,(v) restricted stock,
(vi) restricted stock units and

<PAGE> 16 (10k page 224)

(vii) other stock-based awards.  Awards
may be made to any director, officer or employee of the Corporation and
its subsidiaries, and to such consultants to the Corporation as the
Compensation Committee may select.

     Awards with respect to no more than 50,000 shares of
common stock may be granted to any one eligible person during any
one-year period.  In the event of a stock dividend, stock split,
recapitalization or the like (including, but not limited to, the recently
announced six-for-five stock dividend, the effect of which has not been
reflected in the per share numbers set forth in this description of the
1998 Plan), the Compensation Committee will equitably adjust the aggregate
number of shares subject to the 1998 Plan, the number of shares
subject to each outstanding award, the exercise price of each
outstanding option, and any other share-based limits under the 1998
Plan.

     The 1998 Plan will be administered by the Compensation
Committee, composed of not less than two directors, but the Board of
Directors may grant awards and assume all of the powers of the
Compensation Committee.  To the extent required for compliance with
Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), all actions relating to awards to persons
subject to Section 16 of the Exchange Act will be taken by the Board of
Directors unless each person who serves on the Compensation
Committee is a "non-employee director" within the meaning of Rule
16b-3 promulgated under the Exchange Act.  To the extent required for
compensation realized from awards under the 1998 Plan to be deductible
by the Corporation pursuant to Section 162(m) of the Internal Revenue
Code of 1986, as amended (the"Code"), the members of the
Compensation Committee will be "outside directors"within the meaning
of Section 162(m) of the Code.  The Board of Directors, however,
reserves the right to grant awards that might fail to satisfy the
requirements for deductibility under Section 162(m) of the Code.  The
Compensation Committee is authorized to construe, interpret and
implement the 1998 Plan, to select the eligible persons to whom awards
will be granted, to determine the terms and provisions of such awards,
and to amend outstanding awards.  The determinations of the
Compensation Committee are made in its sole discretion and are
conclusive.  The Compensation Committee presently consists H.J. Baker,
Gerald L. Bepko and Phyllis W. Minott.

Grants Under The 1998 Plan

     Stock Options.  Each stock option granted under the 1998
Plan will be exercisable during the period fixed by the Compensation
Committee; however, no incentive stock option will be exercisable more
than ten years after the date of grant.  The purchase price per share
payable upon the exercise of an option (the "option purchase price") will
be established by the Compensation Committee, provided that the option
exercise price of an incentive stock option will not be less than 100% of
the fair market value of a share of the common stock on the date of grant.
The option exercise price is payable in cash, or by surrender of shares of
common stock acquired at least six months prior to the option exercise
date and having a fair market value on the date of the exercise equal to
part or all of the option exercise price, or by such other payment method
as the Compensation Committee may prescribe.

     Stock Appreciation Rights.  Stock appreciation rights may be
granted in connection with all or any part of, or independently of, any
option granted under the 1998 Plan. Generally, no stock appreciation
right will be exercisable at a time when any option to which it relates is
not exercisable. The grantee of a stock appreciation right has the right to
surrender the stock appreciation right and to receive from the
Corporation an amount equal to the aggregate appreciation (over the
exercise price of such right, or over the option exercise price if the stock
appreciation right is granted in connection with an option) in the shares
of common stock in respect of which such stock appreciation right is
being exercised.  Payment due upon exercise of a stock appreciation
right may be in cash, in common stock, or partly in each, as determined
by the Compensation Committee in its discretion.

     Dividend Equivalent Rights.  The Compensation Committee
may include in any award a dividend equivalent right entitling the grantee
to receive amounts equal to the ordinary dividends that would be paid,
during the time such award is outstanding and unexercised, on the shares
of common stock covered by such award if the such shares were then
outstanding. The Compensation Committee will determine whether such
payments may be made in cash, in shares of common stock or in another
form, whether they will be conditioned upon the exercise of the award to
which they relate, and such other terms and conditions as the
Compensation Committee deems appropriate.

<PAGE> 17 (10k page 225)

     Restricted Stock.  The Compensation Committee may grant
restricted shares of common stock to such eligible persons, in such
amounts, and subject to such terms and conditions (which may depend
upon or be related to performance goals and other conditions) as the
Compensation Committee determines in its discretion.  Certificates for
the shares of common stock covered by a restricted stock award will
remain in the possession of the Corporation until such shares are free of
restrictions.  Subject to the applicable restrictions, the grantee has the
rights of a shareholder with respect to the restricted stock.

     Restricted Stock Units.  The Compensation Committee may
grant restricted stock units to such eligible persons, in such amounts, and
subject to such terms and conditions as the Compensation Committee
determines in its discretion. At the time of grant, the Compensation
Committee will specify the date or dates on which the restricted stock
units will become fully vested and nonforfeitable.  On the maturity date,
the grantee will be entitled to one unrestricted, fully transferable share of
common stock for each restricted stock unit scheduled to be paid out on
such date. The purchase price, if any, to be paid by the grantee for such
shares of common stock will be determined by the Compensation
Committee.

     Other Stock-Based Awards.  The Board may authorize other
types of stock-based awards, which the Compensation Committee may
grant to such eligible persons, in such amounts and subject to such terms
and conditions as the Compensation Committee  determines in its sole
discretion.

     Except as otherwise specified in the applicable grant
agreement, no award or right granted to any person under the 1998 Plan
will be assignable or transferable other than by will or by laws of descent
and distribution.

Other Features of the 1998 Plan

     Unless sooner terminated by the Board of Directors, the
provisions of the 1998 Plan with respect to the grant of incentive stock
options will terminate on January 21, 2008. All awards made under the
1998 Plan prior to its termination will remain in effect until they are
satisfied or terminated.  The Board of Directors may, without shareholder
approval, suspend, discontinue, revise or amend the 1998 Plan at any
time or from time to time; provided, however, that shareholder approval
will be obtained for any amendment for which such approval is required
by Section 422 of the Code or under other applicable law.

     In the event of a Change of Control (as defined in the 1998
Plan), any previously granted option or stock appreciation right will
continue in effect or be replaced by an equivalent substituted option or
right relating to the stock of the successor entity or its parent.  Similarly,
any previously granted award of restricted stock will continue in effect
or, if there is a successor employer, be replaced with an equivalent award
of restricted stock of such successor or its parent.  If the grantee's service
is terminated by the employer without cause or by the grantee for good
reason prior to the close of the employment term provided in any
applicable employment agreement, the grantee's options and rights will
become and remain exercisable for the remainder of the terms thereof,
and the grantee's restricted stock will become and remain fully vested
and transferable, notwithstanding such termination.

Right of Recapture

     If at any time within one year after the date on which a grantee
exercises an option or stock appreciation right, or on which restricted
stock vests, or which is the maturity date of a restricted stock unit, or on
which income is realized by a grantee in connection with any other
stock-based award (each of which events is a "Realization Event"), the
grantee is terminated for cause or engages in any activity which is
deliberate and which results and is intended to result in demonstrable
material harm to the Corporation or any Subsidiary, then any gain
realized by the grantee from the Realization Event will be paid by the
grantee to the Corporation.

<PAGE> 18 (10k page 226)

Federal Income Tax Consequences of the 1998 Plan

     The description of Federal tax consequences set forth below
is necessarily general in nature and does not purport to be complete.

     There are generally no Federal tax consequences either to the
optionee or the Corporation upon the grant of a stock option.  On
exercise of an incentive stock option, the optionee will not recognize any
income, and the Corporation will not be entitled to a deduction for tax
purposes, although such exercise may give rise to liability for the
optionee under the alternative minimum tax provisions of the Code.
However, if the optionee disposes of shares acquired upon exercise of an
incentive stock option within two years of the date of grant or one year
of the date of exercise, the optionee will recognize compensation income,
and the Corporation will be entitled to a deduction for tax purposes in the
same amount, equal to the excess of the fair market value of the shares
of common stock on the date of exercise over the option exercise price (or the
gain on sale, if less); the remainder of the gain to the optionee will
be treated as capital gain.  Otherwise, the Corporation will not be entitled
to any deduction for tax purposes upon disposition of such shares, and
the entire gain for the optionee will be treated as a capital gain.  On the
exercise of a non-qualified stock option, the amount by which the fair
market value of the common stock on the date of exercise exceeds the
option exercise price will generally be taxable to the optionee as
compensation income, and will generally be deductible for tax purposes
by the Corporation. The disposition of shares of common stock acquired
upon exercise of a non-qualified stock option will generally result in a
capital gain or loss for the optionee, but will have no tax consequences
for the Corporation.

     The grant of a stock appreciation right, a dividend equivalent
right, restricted stock or a restricted stock unit generally will not result
in income for the grantee or in a tax deduction for the Corporation.
Upon the settlement of such a right or unit and upon the vesting of
restricted stock, the grantee will recognize ordinary income equal to the
fair market value of any shares of common stock and/or any cash
received, and the Corporation will be entitled to a tax deduction in the
same amount.  With respect to an award of restricted stock the grantee
may elect to recognize ordinary income equal to the fair market value of
the shares less any amount paid for them at the time of grant, and the
Corporation will be entitled to a tax deduction in the same amount.
Dividends paid on forfeitable restricted shares are treated as
compensation for Federal tax purposes.  A grant of unrestricted shares
of common stock will result in income for the grantee, and a tax
deduction for the Corporation, generally equal to the fair market value of
such shares less any amount paid for them.

     Limitations on the Corporation's Compensation Deduction.
Section 162(m) of the Code limits the deduction which the Corporation
may take for otherwise deductible compensation payable to certain
executive officers to the extent that compensation paid to such officers
for a year exceeds $1 million, unless such compensation meets certain
criteria.  Although it is contemplated that most awards granted under the
1998 Plan will satisfy the requirements of Section 162(m) of the Code,
there is no assurance such awards will satisfy such requirements.  In
addition, the Compensation Committee has authority to make grants
under the 1998 Plan that will not meet the requirements of Section
162(m) of the Code.  Accordingly, the deduction attributable to any
compensation realized by an affected executive officer may be limited
under Section 162(m) of the Code.

     The benefits and amounts that may be received or allocated
in the future under the 1998 Plan are not generally determinable because
they are within the discretion of the Compensation Committee.  To date,
no grants have been made under the 1998 Plan.

     Any shareholder may request and receive a copy of the 1998
Plan from the Corporation's Secretary, 2800 First Indiana Plaza, 135
North Pennsylvania Street, Indianapolis, Indiana 46204

  The Board of Directors unanimously recommends that
shareholders vote in favor of this Proposal.

<PAGE> 19 (10k page 227)


PROPOSAL NO. 4:  APPROVAL OF THE LONG-TERM MANAGEMENT
            PERFORMANCE INCENTIVE PLAN

     The Board adopted the Long-Term Management Performance
Incentive Plan (the "Long-Term Plan") on January 23, 1997, subject to
shareholder approval at the Annual Meeting.  The Long-Term Plan
authorizes the Corporation to continue its practice of providing incentive
compensation to key executives based on three-year performance
periods.  The first performance period commenced on January 1, 1997,
and will end on December 31, 1999.  Subsequent performance periods
will begin on January 1, 2000, and January 1 of each third year thereafter
subject to the approval by the Compensation Committee .  In order for
payment of certain incentive awards to be fully deductible by the
Corporation for federal income tax purposes, they now must be paid
under a plan such as the Long-Term Plan that is approved by the
shareholders.  The key provisions of the Long-Term Plan are
summarized below.

Purposes

     The purposes of the Long-Term Plan are to attract, retain and
motivate executives and key employees of the highest caliber and quality
by providing them with the opportunity to earn incentive compensation
directly linked to the Corporation's long-term performance.  In this respect,
the Long-Term Plan supplements the Annual Management Incentive
Plans of the Corporation by encouraging senior executive
officers to focus on long-term growth and prosperity and not
only on annual target requirements.

Administration

     The Long-Term Plan will be administered by the
Compensation Committee, composed of not less than two directors.  To
the extent required for compensation realized from awards under the
Long-Term Plan to be fully deductible by the Corporation pursuant to
Section 162(m) of the Internal Revenue Code of 1986, as amended
(the"Code"), the members of the Compensation Committee will be
"outside directors"within the meaning of Section 162(m) of the Code.
The Board of Directors, however, reserves the right to grant awards that
might fail to satisfy the requirements for deductibility under Section
162(m) of the Code.  The Compensation Committee's powers include
authority, within the limitations set forth in the Long-Term Plan, to
construe, interpret and implement the Long-Term Plan, to prescribe,
amend and rescind rules and procedures relating to the Long-Term Plan,
to select the senior executive officers who will be permitted to
participate, to determine the amount of cash or stock which may be
earned and the performance goals which must be achieved in order for
such amount to be earned, to determine at the end of each performance
period whether the performance goals established for that period were
achieved and the extent to which the incentive amount for each
participant was earned, to determine whether a participant's incentive
amount, although earned, should be reduced or eliminated, and to
determine whether payment of a participant's incentive amount will be
made at the end of the performance period or deferred.  The
determinations of the Compensation Committee are made in its sole
discretion and are conclusive.  The Compensation Committee presently
consists of H.J. Baker, Gerald L. Bepko and Phyllis W. Minott.

Eligibility

     Participation in the Long-Term Plan is limited to senior
executive officers of the Corporation or the Bank.  Such officers may
participate in the Long-Term Plan either as Group A participants or as
Group B participants.  An executive cannot participate both as a Group
A participant and as a Group B participant for the same performance
period.

     The Committee will select participants for the Long-Term
Plan at the start of each three-year performance period.  For the 1997-99
performance period, the Committee has designated three Group A
participants and five Group B participants.  The Group A participants
are: Robert H. McKinney, Chairman and CEO of the Corporation and
Chairman of the Bank; Owen B. Melton, Jr., President of the Corporation
and President and CEO of the Bank; and Marni McKinney, Vice-Chairman of the
Corporation and the Bank.  The Group B participants are:  David L. Gray, Vice

<PAGE> 20 (10k page 228)

President and Treasurer of the Corporation and
Senior Vice President in charge of the Bank's Internal Support Services
Group and Chief Financial Officer of the Bank; David A. Lindsey, Senior
Vice President in charge of the Bank's Consumer Finance Group;
Merrill E. Matlock, Senior Vice President in charge of the Bank's
Commercial and Mortgage Banking Group; Timothy J. O'Neill, Senior
Vice President in charge of the Bank's Correspondent Banking Services
Group; and Kenneth L. Turchi, Senior Vice President in charge of the
Bank's Retail Banking Group and Marketing and Strategic Planning
Group.

Setting Performance Targets

     The executives selected by the Committee for a performance
period will be eligible to earn an incentive amount for that performance
period.  Payment will be conditioned upon attaining performance targets
selected by the Committee from among the following criteria: net
income, net income growth rate, return on equity, fair market value of
common stock, economic value added, level of non-performing loans,
expense management, deposits, loan originations, market share, industry
leadership and organizational development.

     At the beginning of each performance period, the Committee
will establish the performance targets and specify the relationship
between performance targets and the award. The Committee also will
determine the maximum award which may be earned by each executive.
In the case of Group B participants, the Committee will determine
whether, as part of the award, the participant will receive a tax gross-up
right.

     Following the completion of a performance period, the
Committee must certify in writing whether the applicable performance
targets have been achieved and specify the incentive amounts, if any,
payable to executives. The Committee may reduce (but may not increase)
the incentive amount payable to take into account additional factors that
the Committee deems relevant to assess individual or corporate
performance.

Paying Awards

     Awards to Group A participants will be made in the form of
restricted stock grants under a stock option plan of the Corporation (the
1991 Plan in the case of awards for the 1997-99 performance period or,
subject to its approval by the shareholders, the 1998 Plan in the case of
grants for subsequent performance periods).  In the event stock gross-up
rights are included as part of such awards, payment of a portion of the
award will be made in restricted stock and payment of the balance will
be made in cash, it being intended that the cash portion will approximate
the aggregate amount of federal, state and local income taxes that will be
payable by the participant on both the restricted stock and cash portions
of the award.  Awards to Group B participants will be made in cash or
stock, or a combination thereof, at the election of the Committee.

Maximum Award Limits

     The Committee specifies, when making an award to a
participant, the maximum incentive amount the participant may earn
under the award.  The maximum so specified is subject to maximums set
out in the Long-Term Plan.  In the case of a Group A participant, the
maximum allowable incentive amount for any three-year performance
period is the sum of (i) such number of such shares of common stock of
the Corporation as shall have a value of $1 million at the beginning of
such performance period, rounded down to the nearest whole number of
shares, plus (ii) a cash amount equal to the federal, state and local
income taxes for which the participant may be liable, assuming taxation
at the highest marginal rate, both with respect to the stock and with
respect to such cash amount.  In the case of a Group B participant, the
maximum allowable incentive amount for any three-year performance
period is the lesser of $250,000 or 100% of the participant's annual
salary in effect at the beginning of the performance period.

Termination of Employment

     If an executive's employment terminates during a
performance period by reason of death, disability or retirement (or with
the approval of the Committee), and if the performance goals for such
period ultimately are met,

<PAGE> 21 (10k page 229)

the executive will receive a pro rata payment
based upon the amount of time the executive was employed during the
performance period.  If an executive's employment terminates during a
performance period for any other reason, the executive will not be
entitled to an award.  However, in certain events involving a Change of
Control, an executive may receive a pro rata payment, or in some cases
full payment, of his or her incentive amount, notwithstanding termination
or his or her employment.

Amendment and Termination

     The Board or the Committee may amend or terminate the
Long-Term Plan at any time. However, no action will be effective
without shareholder approval to the extent necessary to continue to
qualify the amounts payable to covered employees as performance-based
compensation under Section 162(m) of the Internal Revenue Code.

Term

     The Long-Term Plan became effective upon its adoption by
the Board, subject to shareholder approval at the Annual Meeting.

New Plan Benefits

     It is not possible to determine the benefits or amounts that
will be received by any executive for the current performance period
because the amount, if any, payable will depend upon the extent to which
the executive satisfies the performance targets determined by the Committee
at the beginning of the period.  As to benefits or amounts that will be
received by any executive for future performance periods, such
determination cannot be made for the additional reason that the
performance targets for such future periods will not be determined by the
Committee until the beginning of each period.

     In establishing the Long-Term Plan for the 1997-99
performance period, the Committee established the following maximum
number of shares of common stock (adjusted for the 1997 stock split)
which may be earned by Group A participants for such period: Mr.
McKinney, 15,000 shares; Mr. Melton, 15,000 shares; and Ms.
McKinney, 6,250 shares.  (The maximums are subject to further
adjustment for stock splits occurring after February 12, 1998, including
the recently announced six-for-five share stock dividend.)  In addition,
it included tax gross-up rights with respect to the full amount of the
shares so allocated.  The Committee established the maximum incentive
amount which may be earned by any Group B participant for such period
as an amount equal to 50% of the participant's average annual rate of
base salary in effect during the performance period.  As adopted for the
1997-99 performance period, the Long-Term Plan has interim
performance goals which must be attained during each of the years 1997
through 1999, inclusive, as well as overall goals which must be attained
for the entire period.  The Committee has determined that the interim
performance goals for 1997 were satisfied and, accordingly, that the
incentive amounts for the 1997-99 performance period still may be
earned, provided the performance goals for 1998 and 1999 and the
overall goals for the entire period are met.

     Any shareholder may request and receive a copy of the 1998
Plan from the Corporation's Secretary, 2800 First Indiana Plaza, 135
North Pennsylvania Street, Indianapolis, Indiana 46204

  The Board of Directors unanimously recommends that
shareholders vote in favor of this Proposal.



        APPOINTMENT OF AUDITORS

     The Corporation's financial statements for the year ended
December 31, 1997 were audited by KPMG Peat Marwick LLP ("Peat
Marwick").  The Corporation has selected Peat Marwick as its
independent auditors for the fiscal

<PAGE> 22 (10k page 230)

year ending December 31, 1998.
Representatives of Peat Marwick are expected to attend the annual
meeting, will have the opportunity to make a statement if they desire to
do so, and will be available to respond to appropriate questions.

  SECTION 16(a) BENEFICIAL OWNERSHIP
         REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Corporation's officers and directors, and persons
who own more than 10% of the Corporation's common stock, to file
reports of ownership and changes in ownership with the Securities and
Exchange Commission.  Officers, directors and greater than 10%
shareholders (the "Reporting Persons") are required by Securities and
Exchange Commission regulations to furnish the Corporation with
copies of all Section 16(a) forms they file.  Based solely on review of the
copies of such forms furnished to the Corporation, the Corporation
believes that during 1997 all Reporting Persons complied with the filing
requirements of Section 16(a).

             ANNUAL REPORT

     A copy of the Corporation's Annual Report for the year ended
December 31, 1997 has been provided to all shareholders as of the
record date.  The Annual Report is not to be considered as proxy
solicitation material.

             OTHER MATTERS

     The Board of Directors knows of no other matters to be
brought before this Annual Meeting.  However, if other matters should
come before the meeting, it is the intention of each person named in the
proxy to vote such proxy in accordance with his or her judgment on such
matters.

       EXPENSES OF SOLICITATION

     The entire expense of preparing, assembling, printing and
mailing the proxy form and the material used in the solicitation of proxies
will be paid by the Corporation.  The Corporation does not expect that
the solicitation will be made by specially engaged employees or paid
solicitors.  Although the Corporation might use such employees or
solicitors if it deems them necessary, no arrangements or contracts have
been made with any such employees or solicitors as of the date of this
statement.  In addition to the use of the mails, solicitation may be made
by telephone, telegraph, cable or personal interview.  The Corporation
will request record holders of shares beneficially owned by  others to
forward this Proxy Statement and related materials to the beneficial
owners of such shares, and will reimburse such record holders for their
reasonable expenses incurred in doing so.

     IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
Whether or not you attend the meeting, you are urged to
execute and return the proxy.

                                 For the Board of Directors,

                                 /s/ Robert H. McKinney

                                 Robert H. McKinney
                                 Chairman

March 12, 1998

<PAGE> 23 (10k page 231)



[LOGO OF THE BANK]

Principal Subsidiary of First Indiana Corporation

<PAGE> (10k page 232)