**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K/A**

**(Amendment No.2)**

(Mark One) 

x**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

For the fiscal year ended December 31, 2005 

**OR**

o**TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

For the Transition period from  to 

**Commission File No. 0-14354**

 

**(Exact name of registrant as specified in its charter)**

**Indiana**

**(State of Incorporation)**

**35-1692825**

**(IRS Employer Identification No.)**

 

**135 N. Pennsylvania St.**

**Indianapolis, Indiana**

**(Address of principal executive offices)**

**46204**

**(Zip Code)**

**Registrant’s telephone number, including area code:**

**(317) 269-1200**

 

**Securities Registered Pursuant to Section 12(b) of the Act:**

**NONE**

**Securities Registered Pursuant to Section 12(g) of the Act:**

|  

**Title of Each Class**                          |
|---------------------------------------------------------------|
| Common Stock, $.01 par value

Preferred Share Purchase Rights |

****

Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  

Yes o No x

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

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| Large accelerated filer o | Accelerated filer x | Non-accelerated filer o |
|---------------------------|---------------------|-------------------------|

 

Indicate by check mark whether the registrant is a shell company. Yes o No x

 

State the aggregate market value of the common stock held by non-affiliates of the registrant: $328.5 million as of June 30, 2005. 

 

On February 15, 2006, the registrant had 16,873,490 shares of common stock outstanding, $0.01 par value. 

 

Documents Incorporated by Reference: Portions of the definitive proxy statement for the 2006 Annual Meeting of Shareholders (Part III). 

 

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**First Indiana Corporation 10-K/A Explanatory Note**

 

First Indiana Corporation (the “Company”) is filing this Amendment No. 2 on Form 10-K/A (the “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2005, as filed with the Securities and Exchange Commission on March 2, 2006, and previously amended by Amendment No. 1 of Form 10-K/A filed August 23, 2006 (as so amended, the “Amended Filing”). The purpose of this Amendment is solely to file a new Consent of KPMG LLP to replace the consent filed with the prior amendment.  This Amendment does not reflect any developments since the date of the Amended Filing. No other changes have been made to the Amended Filing, and this Amendment does not amend, update, or change any financial statements or other disclosures contained in the Amended Filing, which is incorporated herein by reference. 

 

**PART IV**

 

**Item 15. Exhibits, Financial Statement Schedules**

 

**(3) Exhibits**

 

|   | 23 | Consent of Independent Registered Public Accounting Firm. |
|--------|----|-----------------------------------------------------------|

|   | 31(a) | Rule 13a-14(a) Certification of Principal Executive Officer |
|--------|-------|-------------------------------------------------------------|

|   | 31(b) | Rule 13a-14(a) Certification of Principal Financial Officer |
|--------|-------|-------------------------------------------------------------|

 

 

 

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

FIRST INDIANA CORPORATION

 

 

|   |   |   | By:    |  

/s/ Robert H. Warrington                                                                                            |
|--------|--------|--------|--------|-----------------------------------------------------------------------------------------------------------------------------|
|   |   |   |   | Robert H. Warrington

*President and Chief*

*Executive Officer*

*(Principal Executive Officer)*

Date: September 18, 2006 |

 

 

 

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