SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 10-K

                Annual Report Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934

For the fiscal year ended December 31, 1998

Commission file number 0-18925

                                ANB CORPORATION
                                ---------------
             (Exact name of registrant as specified in its charter)

           Indiana                                        35-1612066
           -------                                        ----------
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization                        Identification No.)

                 120 West Charles Street, Muncie, Indiana 47305
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (765) 747-7575

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                           Common Stock, No-Par Value
                                (Title of Class)

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.  X
                             ---

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

The aggregate market value of voting stock held by non-affiliates of the
registrant (for purposes of such calculation, includes persons who are not
directors, executive officers or holders of more than 10% of the registrant's
common stock) based upon the average of the bid and asked prices as of March 12,
1999 was approximately $91,387,000.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of March 12, 1999:

                 Common Stock, No-Par Value - 4,571,107 shares

Documents incorporated by reference:

Portions of the Annual Report to Shareholders of ANB Corporation for the year
ended December 31, 1998 are incorporated by reference into Part II.

Portions of the definitive proxy statement dated March 25, 1999 relating to the
annual meeting of shareholders of ANB Corporation to be held on April 27, 1999
are incorporated by reference into Part III.

Exhibit index - page 22

                                      (1)
<PAGE>


FORM 10-K TABLE OF CONTENTS
-----------------------------------------------------------------------------
                                                                         Page

Forward Looking Statement .................................................  3

Part I

    Item  1 - Business.....................................................  3

    Item  2 - Properties................................................... 15

    Item  3 - Legal Proceedings............................................ 15

    Item  4 - Submission of Matters to a Vote of Security Holders.......... 15

Part II

    Item  5 - Market For the Registrant's Common Equity and
                  Related Stockholder Matters.............................. 15

    Item  6 - Selected Financial Data...................................... 15

    Item  7 - Management's Discussion and Analysis of Financial
                  Condition and Results of Operations...................... 15

    Item  7A - Quantitative and Qualitative Disclosures
                  About Market Risk ....................................... 15

    Item  8 - Financial Statements and Supplementary Data.................. 15

    Item  9 - Changes in and Disagreements with Accountants on
                  Accounting and Financial Disclosure...................... 16

Part III

    Item 10 - Directors and Executive Officers of the Registrant........... 16

    Item 11 - Executive Compensation....................................... 16

    Item 12 - Security Ownership of Certain Beneficial
                  Owners and Management.................................... 16

    Item 13 - Certain Relationships and Related Transactions............... 16

Part IV

    Item 14 - Exhibits, Financial Statement Schedules, and
                  Reports on Form 8-K...................................... 16

Signatures        ......................................................... 20


                                      (2)
<PAGE>

                           FORWARD LOOKING STATEMENT

This Annual Report on Form 10-K ("Form 10-K") contains statements which
constitute forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements appear in a number of
places in this Form 10-K and include statements regarding the intent, belief,
outlook, estimate or expectations of the Registrant (as defined below), its
directors or its officers primarily with respect to future events and the future
financial performance of the Registrant. Readers of this Form 10-K are cautioned
that any such forward looking statements are not guarantees of future events or
performance and involve risks and uncertainties, and that actual results may
differ materially from those in the forward looking statements as a result of
various factors. The accompanying information contained in this Form 10-K
identifies important factors that could cause such differences. These factors
include changes in interest rates; loss of deposits and loan demand to other
financial institutions; substantial changes in financial markets; changes in
real estate values and the real estate market; regulatory changes; or
unanticipated results in pending legal proceedings.

                                     PART I

ITEM 1. BUSINESS
-----------------------------------------------------------------------------

GENERAL

ANB Corporation (the "Registrant") is a multibank holding company located in
Muncie, Indiana, engaged in the business of commercial banking, and trust and
asset management. The business of the Registrant is conducted through its
financial institution and trust subsidiaries, American National Bank and Trust
Company of Muncie ("American National"), American National Trust and Investment
Management Company ("ANTIM") and Peoples Loan & Trust Bank ("Peoples"), which
provide a broad range of financial services.

American National is a national banking association with its principal offices
in Muncie, Delaware County, Indiana. American National was originally
incorporated under the laws of the State of Indiana in 1918. In 1960, American
National received its charter as a national banking association. Muncie Federal
Savings Bank ("Muncie Federal"), a federally chartered mutual savings and loan
association, was acquired by the Registrant in 1991 and converted to a savings
bank. Muncie Federal and American National merged in 1993. The acquisition of
Muncie Federal benefited the Registrant through an increase in market share and
an expansion of its operations. The additional Muncie Federal offices allowed
American National to increase the number of full service banking locations
within Delaware County and to expand into Jay County, Indiana, northeast of the
Registrant's home county. At December 31, 1998, American National had assets of
$433.1 million, deposits of $363.6 million and stockholder's equity of $32.9
million.

The Registrant acquired Winchester Bancorporation ("Winchester") in Winchester,
Indiana and its subsidiary bank, Peoples in early 1994. The Registrant acquired
100% of the outstanding common stock of Winchester for approximately $11.0
million. Peoples' customers are located primarily in Randolph, Wayne and
surrounding counties. In December, 1995, The Saratoga State Bank ("Saratoga"),
previously a subsidiary of the Registrant, was merged into Peoples. Saratoga was
located in Saratoga, Randolph County, Indiana, immediately east of the
Registrant's home county. In 1997, Peoples acquired a branch in Parker City,
Indiana with deposits approximately $9 million. At December 31, 1998, Peoples
had assets of $177.6 million, deposits of $145.4 million and stockholder's
equity of $17.6 million.

ANTIM, previously the trust department of American National, traces its history
to 1900 and is the successor of The Muncie Trust Company. To capitalize on its
profitable $1.7 billion trust operation, American National formed its previously
wholly owned subsidiary, ANTIM, which has succeeded to American National's trust
business. Ownership of ANTIM was transferred from American National to the
Registrant in December, 1996. ANTIM provides trust and asset management services
with offices in Indianapolis, Anderson, Fort Wayne, Winchester and Muncie. In
September 1997, ANTIM acquired a 15% interest in Indiana Trust & Investment
Management Company in Mishawaka, Indiana, and under a Stock Acquisition
Agreement, is obligated to acquire the remaining 85% by the year 2002, subject
to

                                      (3)
<PAGE>

various terms and conditions. Trust operations provide a significant source
of fee income to the Registrant and in 1998 constituted 11.5% of the
Registrant's total operating income.

ANB Financial Planning Services ("ANBFPS") is a wholly owned subsidiary of
American National. ANBFPS offers a full range of financial planning services.

The Registrant provides its commercial banking, trust and asset management
products and services through its 32 affiliated offices in nine Indiana
counties, and this expanded financial base has enabled it to compete with larger
bank holding companies in east central Indiana.

BUSINESS ACTIVITIES

American National and Peoples offer a wide range of depository, lending,
fiduciary and related financial services to individual and business customers.
The financial institutions offer checking and savings plans; investment accounts
consisting of certificates of deposit, money market deposit accounts, IRA
accounts and interest paying deposit accounts; provide lending services
consisting of simple interest consumer loans, car and home improvement loans,
student loans, commercial loans and mortgage loans; and offer credit cards
(Master Card and Visa), safety deposit services, travelers checks, U. S. Savings
Bonds, night depositories, bank by mail and automatic transfer services.
Automated teller machines provide 24-hour service in Muncie, Winchester,
Richmond, Parker City, Portland, Farmland, Anderson, Zionsville and Yorktown.
Trust services are provided to both individual and corporate customers,
including personal trust and agency accounts, employee benefit plans and
corporate bond trustee accounts.

The lending philosophy of the Registrant is to develop sound loans with the
resources of its subsidiary financial institutions. The subsidiaries emphasize
loans to existing customers, potential customers in proximity to the branch
offices and potential customers within their respective market areas. The
Registrant lends almost exclusively within its market area and does not make
loans to foreign countries.

The Registrant is dedicated to minimizing risk in the loan portfolio through
careful pre-loan investigation, through clearly understood loan terms, through
acquisition of adequate collateral and through close monitoring of loan and
financial information on customer accounts. Efforts are made to avoid industry
concentrations by type of business through diversification of borrowers.

During 1998, the Registrant engaged in market expansion in Madison and Boone
counties. In September, the Registrant acquired six branch offices in the
Anderson and Zionsville communities with deposits totaling approximately $90
million. In December 1998, the Registrant continued its expansion with the
announcement of the opening of a de novo office in Marion, Indiana. The office
opened in February, 1999. The acquired branches and the de novo office have
provided opportunities for the Registrant to deliver its distinctive brand of
retail banking into new markets. Customer reception in Anderson, Zionsville, and
Marion has exceeded expectations, and reaffirmed the Registrant's belief that
there is a great opportunity to gain market share in communities that have
experienced turnover in local ownership.

In October 1998, the Registrant entered into a merger agreement with Farmers
State Bancorp (Farmers) of Union City, Ohio. Farmers would be the fourth banking
company to join the Registrant and the first to be located in another state. The
proposed merger will allow the Registrant to expand its network of financial
service subsidiaries into new market areas. Unaudited total assets, total
deposits and stockholders' equity of Farmers approximated $93 million, $82
million and $10 million at December 31, 1998. The proposed merger is subject to
approval by Farmers' shareholders and regulatory agencies.

EMPLOYEES

As of December 31, 1998, the Registrant and its subsidiaries had approximately
328 full-time equivalent employees to whom it provides a variety of benefits and
with whom it enjoys excellent relations.

                                      (4)
<PAGE>

STATISTICAL INFORMATION

The following tables present statistical information with respect to the
Registrant, which is not included in Registrant's 1998 Annual Report to
Shareholders.

LOAN PORTFOLIO

Types of Loans
--------------

The loan portfolio at the dates indicated is presented below:
<TABLE>
<CAPTION>
December 31                                           1998            1997            1996            1995           1994
----------------------------------------------------------------------------------------------------------------------------
                                                                             (In Thousands)
<S>                                                <C>              <C>             <C>             <C>             <C>
Commercial                                         $ 105,690        $ 99,378        $ 81,142        $ 75,083        $68,361
Term federal funds sold                                8,623           1,500           5,500           8,784          9,969
Real estate mortgage                                 303,527         262,711         243,115         226,069        211,442
Individuals' loans for
    household expenditures                            45,720          39,654          42,507          35,736         35,495
Tax-exempt and other loans                             6,547           5,528           3,817           3,241          3,536
                                              ------------------------------------------------------------------------------

         Total loans                                $470,107        $408,771        $376,081        $348,913       $328,803
                                              ==============================================================================
</TABLE>

Maturities and Sensitivities of Loans to Changes in Interest Rates
------------------------------------------------------------------

Presented in the table below are the maturities of the commercial loan portfolio
and the sensitivity of the portfolio at December 31, 1998 as to predetermined or
adjustable interest rates.
<TABLE>
<CAPTION>

                                                          Within             1-5              Over
                                                          1 Year            Years            5 Years           Total
---------------------------------------------------------------------------------------------------------------------------
                                                                             (Dollars in Thousands)
<S>                                                          <C>               <C>                <C>             <C>
Fixed rate loans                                             $ 16,860          $ 18,290           $2,645          $ 37,795
Variable rate loans                                            45,627            16,798            5,470            67,895
                                                      ---------------------------------------------------------------------

   Totals                                                    $ 62,487          $ 35,088           $8,115         $ 105,690
                                                      =====================================================================

Per cent                                                        59.1%             33.2%             7.7%            100.0%
</TABLE>
Principal balances of term loans included in the 1-5 Years and Over 5 Years
categories are shown based on maturity date.


                                      (5)
<PAGE>

Risk Elements
-------------

Nonaccrual, past due and restructured loans
<TABLE>
<CAPTION>
December 31                                           1998           1997            1996          1995            1994
--------------------------------------------------------------------------------------------------------------------------
                                                                             (In Thousands)
<S>                                                  <C>            <C>             <C>           <C>             <C>
Nonaccruing loans                                    $ 1,237        $ 538           $1,326        $1,184          $2,472
 Accruing loans contractually
 past due 90 days or more as to
 interest or principal payments                          206          300              472           241             390
Restructured loans                                       147          590               63           880             156

Impaired loans included in the above table               100           190              720
</TABLE>

Nonaccruing loans are loans which are reclassified to a nonaccruing status when
in management's judgment the collateral value and financial condition of the
borrower do not justify accruing interest. Interest previously recorded but not
deemed collectible is reversed and charged against current income. Interest
income on these loans is then recognized when collected.

Restructured loans are loans for which the contractual interest rate has been
reduced or other concessions are granted to the borrower because of a
deterioration in the financial condition of the borrower resulting in the
inability of the borrower to meet the original contractual terms of the loans.

No interest income for the year ended December 31, 1998 was recognized on the
nonaccruing and restructured loans listed in the table above, whereas interest
income of $24,000 would have been recognized under their original loan terms.

Potential problem loans:

Management has identified additional impaired loans of $946,000 as of December
31, 1998, not included in the risk element table, about which there are doubts
as to the borrowers' ability to comply with present repayment terms. Loans are
considered to be impaired when it becomes probable that the bank subsidiaries
will be unable to collect all amounts due according to the contractual terms of
the loan agreement.

Risk elements are considered by management in determining the appropriate level
of the allowance for loan losses.

Allocation of the Allowance for Loan Losses at December 31
----------------------------------------------------------

Presented below is an analysis of the composition of the allowance for loan
losses (in thousands) and per cent of loans in each category to total loans:
<TABLE>
<CAPTION>
                                                     1998                        1997                       1996
----------------------------------------------------------------------------------------------------------------------------
                                               Amount      Per Cent       Amount       Per Cent      Amount       Per Cent
----------------------------------------------------------------------------------------------------------------------------
                                                                       (Dollars in Thousands)
<S>                                            <C>           <C>            <C>          <C>         <C>            <C>
Balance at December 31:
   Commercial                                  $ 1,837       22.5%          $1,505       24.3%       $1,337         21.6%
   Term federal funds sold                                    1.8                          .4                        1.5
   Real estate mortgage                          1,031       64.6              838       64.2           889         64.6
   Loans to individuals                            649        9.7              730        9.7           581         11.3
   Tax exempt and other                             55        1.4               25        1.4            23          1.0
   Unallocated                                      15                         399                      570
                                          ----------------------------------------------------------------------------------

   Totals                                       $3,587          100%        $3,497      100.0%       $3,400        100.0%
                                          ==================================================================================
</TABLE>

                                      (6)
<PAGE>

<TABLE>
<CAPTION>
                                                                                       1995                   1994
----------------------------------------------------------------------------------------------------------------------------
                                                                                Amount     Per Cent   Amount      Per Cent
----------------------------------------------------------------------------------------------------------------------------
                                                                                       (Dollars in Thousands)
<S>                                                                             <C>          <C>      <C>             <C>
Balance at December 31:
   Commercial                                                                   $ 827        21.5%    $   867         20.8%
   Term federal funds sold                                                                     2.5                     3.0
   Real estate mortgage                                                           878         64.8      1,172         64.3
   Loans to individuals                                                           554         10.3        481         10.8
   Tax exempt and other                                                            12           .9         20          1.1
   Unallocated                                                                    626                     158
                                                                          --------------------------------------------------

   Totals                                                                      $2,897       100.0%     $2,698        100.0%
                                                                          ==================================================
</TABLE>

Loan Loss Charge-off Procedures
-------------------------------

The subsidiary financial institutions have weekly loan committee meetings at
which loans in excess of certain amounts are approved or disapproved and loan
delinquencies, maturities and problems are reviewed.

The boards of directors of the subsidiaries receive and review reports on loans
monthly, including information on new and renewed, delinquent and problem loans.

All chargeoffs are reported to and approved by the subsidiaries' boards monthly.
Loans are charged off when a determination is made that all or a portion of a
loan is uncollectible or as a result of examinations by regulators and the
independent auditors.

Provision for Loan Losses
-------------------------

In banking, loan losses are one of the costs of doing business. Although the
financial institutions' management emphasize the early detection and chargeoff
of loan losses, it is inevitable that at any time certain losses exist in the
portfolio which have not been specifically identified. Accordingly, the
provision for loan losses is charged to earnings on an anticipatory basis, and
recognized loan losses are deducted from the allowance so established. Over
time, all net loan losses must be charged to earnings. During the year, an
estimate of the loss experience for the year serves as a starting point in
determining the appropriate level for the provision. However, the amount
actually provided in any period may be greater or less than net loan losses,
based on management's judgment as to the appropriate level of the allowance for
loan losses. The determination of the provision in any period is based on
management's continuing review and evaluation of the loan portfolio, and its
judgment as to the impact of current economic conditions on the portfolio. The
evaluation by management includes consideration of past loan loss experience,
changes in the composition of the loan portfolio, the current condition and
amount of loans outstanding, and the probability of collecting all amounts due.


                                      (7)
<PAGE>

SECURITIES PORTFOLIO

The carrying values of the components of the securities portfolio at the dates
indicated were:
<TABLE>
<CAPTION>
December 31                                                           1998             1997              1996
--------------------------------------------------------------------------------------------------------------------
                                                                                  (In Thousands)
<S>                                                                    <C>             <C>              <C>
Available for sale(1)
   U. S. Treasury                                                      $ 5,491         $14,880          $17,838
   Federal agencies                                                     25,098           8,248            7,972
   State and municipal                                                  35,428          45,031           44,166
   Corporate obligations                                                   100             100              200
   Mortgage-backed                                                       9,968                            3,078
   Other securities                                                        397             813              690
                                                                ----------------------------------------------------

        Total available for sale                                      $ 76,482         $69,072          $73,944
                                                                ====================================================
</TABLE>

(1) Available for sale securities are carried at market value.


The maturity distribution and average yields for the securities portfolio at
December 31, 1998 were:
<TABLE>
<CAPTION>
                                    Within 1 Year             1-5 Years              5-10 Years           Over 10 Years
                                --------------------------------------------------------------------------------------------
                                  Amount      Yield*      Amount      Yield*      Amount     Yield*     Amount     Yield*
----------------------------------------------------------------------------------------------------------------------------
                                                                  (Dollars in Thousands)
<S>                              <C>          <C>        <C>           <C>         <C>         <C>       <C>         <C>
Available for sale(2)
   U. S. Treasury                $  1,352      6.4%      $   4,055     6.0%
   Federal agencies                 4,971      5.3          10,024     5.9         $10,078     6.1%
   State and municipal*             4,425     10.3           4,447     8.6          12,049     9.1       $13,216     8.5%
   Corporate obligations              100      5.5
   Mortgage-backed securities
                                                             1,013     7.0             910     6.5         8,116     6.7
   Other securities                            7.2
                                      397
                                --------------------------------------------------------------------------------------------

      Totals                     $ 11,245      7.5%       $ 19,539     6.6%        $23,037     7.7%      $21,332     7.8%
                                ===========             ===========             ===========           ===========
</TABLE>

(2)  Available for sale amounts shown in the maturity distribution table are at
     amortized cost for computation of yields.

*  Interest yields on state and municipal securities are presented on a fully
   taxable equivalent basis using a 34% rate after adjustment for effect of
   non-deductible interest expense attributed to such investments.

DEPOSITS

The following table shows the average amount of deposits and the average rate of
interest paid thereon for the years indicated.
<TABLE>
<CAPTION>
                                                       1998                       1997                       1996
----------------------------------------------------------------------------------------------------------------------------
                                                Amount         Rate        Amount         Rate         Amount        Rate
----------------------------------------------------------------------------------------------------------------------------
                                                                         (Dollars in Thousands)
<S>                                               <C>           <C>       <C>                <C>      <C>              <C>
Noninterest-bearing demand                        $50,659                 $  48,556                   $ 42,816
NOW accounts                                       77,878        2.1%        74,511          2.5%       71,954         2.5%
Money market investment accounts                   54,501        3.3         40,304           3.2       40,383          3.1
Savings                                            27,013        2.3         26,592           2.5       28,174          2.5
Certificates of deposit                           231,920        5.2        219,853           5.3      217,350          5.4
                                             --------------             --------------             --------------

     Totals                                     $441,871                   $409,816                   $400,677
                                             ==============             ==============             ==============
</TABLE>

                                      (8)
<PAGE>

As of December 31, 1998, certificates of deposit and other time deposits of
$100,000 or more mature as follows:
<TABLE>
<CAPTION>
                                                             3-6              6-12              Over
                                         3 Months           Months           Months          12 Months           Total
-----------------------------------------------------------------------------------------------------------------------
                                                                     (Dollars in Thousands)
<S>                                       <C>               <C>              <C>               <C>              <C>
Certificates of deposit                   $43,185           $11,723          $ 6,162           $ 8,249          $69,319

Per cent                                     62.3%             16.9%             8.9%             11.9%           100.0%
</TABLE>

RATIOS

Various ratios of the Company are as follows:
<TABLE>
<CAPTION>
December 31                                                           1998             1997              1996
---------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                <C>               <C>
Return on assets                                                       1.40%            1.41%             1.27%
Return on equity                                                      13.52            13.34             12.29
Dividend payout ratio                                                 43.11            42.11             41.98
Equity to assets ratio                                                10.37            10.56             10.34
</TABLE>

SHORT-TERM BORROWINGS

<TABLE>
<CAPTION>
December 31                                                                  1998             1997             1996
-------------------------------------------------------------------------------------------------------------------------
                                                                                           (In Thousands)
<S>                                                                        <C>              <C>               <C>
Short-term borrowings
  Federal funds purchased                                                                   $ 6,375           $ 6,600
  Securities sold under repurchase agreements                              $ 4,321            3,980             7,203
  U. S. Treasury demand notes                                                1,486            2,980             3,873
                                                                      ---------------------------------------------------

     Totals                                                                $ 5,807          $13,335           $17,676
                                                                      ===================================================
</TABLE>

Securities sold under repurchase agreements are borrowings maturing within one
year and are secured by U. S. Treasury and Federal agencies securities.


                                      (9)
<PAGE>

Pertinent information with respect to short-term borrowings is summarized below:
<TABLE>
<CAPTION>
December 31                                                                     1998             1997             1996
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>              <C>              <C>
Weighted average interest rate on outstanding balance
  Securities sold under repurchase agreements                                    4.3%             5.1%              5.1%
  Total short-term borrowings                                                    4.2              5.9               5.9

Weighted average interest rate paid on short-term
  borrowings during the year                                                     5.1              5.5               5.2

Highest amount outstanding at any month end
  during the year (in thousands)

  Securities sold under repurchase agreements                                  $5,353         $  6,932          $  7,203

  Total short-term borrowings                                                  14,211           19,523            17,676

Average short-term borrowings outstanding
  during the year (in thousands)                                                7,138           11,277             9,267
</TABLE>

REGULATION AND SUPERVISION OF THE REGISTRANT

The Registrant is a bank holding company within the meaning of the Bank Holding
Company Act of 1956, as amended ("BHCA"), and is registered as such with the
Board of Governors of the Federal Reserve System ("Federal Reserve"). The
Registrant is examined, regulated and supervised by the Federal Reserve and is
required to file annual reports and other information regarding its business and
operations and the business and operations of its subsidiaries with the Federal
Reserve. The Federal Reserve has the authority to issue cease-and-desist orders
against a bank holding company and nonbank subsidiaries if it determines that
activities of such entities represent an unsafe and unsound practice or a
violation of law.

Under the BHCA, a bank holding company is, with limited exceptions, prohibited
from acquiring direct or indirect ownership or control of voting stock of any
company which is not a bank and from engaging in any activity other than
managing or controlling banks. A bank holding company may, however, own shares
of a company engaged in activities which the Federal Reserve has determined to
be so closely related to banking or managing or controlling banks as to be a
proper incident thereto.

Acquisitions by the Registrant of banks and savings associations are subject to
federal and state regulation. Any acquisition by the Registrant of more than
five percent of the voting stock of any bank requires prior approval of the
Federal Reserve. Acquisition of savings associations is also subject to the
approval of the Office of Thrift Supervision ("OTS").

Federal law imposes, with certain limited exceptions, a "cross-guarantee" on the
part of commonly controlled depository institutions. Under this provision, if
one depository institution subsidiary of a multi-unit holding company, such as
the Registrant, fails or requires Federal Deposit Insurance Corporation ("FDIC")
assistance, the FDIC may assess a commonly controlled depository institution for
the loss or estimated loss suffered by the FDIC. While the FDIC's claim is
junior to the claims of nonaffiliated depositors, holders of secured
liabilities, general creditors, and subordinated creditors, it is superior to
the claims of stockholders and any affiliate of the depository institution. In
addition, under Federal Reserve policy the Registrant is expected to act as a
source of financial strength to, and commit resources to support, each of its
affiliate banks. As a result, the Registrant may be required to commit resources
to its affiliate banks in circumstances where it might not otherwise do so.

                                      (10)
<PAGE>


REGULATION AND SUPERVISION OF THE SUBSIDIARY BANKS

American National and ANTIM are supervised, regulated and examined by the
Comptroller of the Currency. Peoples is supervised, regulated and examined by
the Indiana Department of Financial Institutions and, as state non-member bank,
by the FDIC. A cease and desist order may be issued by the Comptroller of the
Currency against American National and by the Indiana Department of Financial
Institutions and FDIC against Peoples, if the respective agency finds that the
activities of such institution represents an unsafe and unsound banking practice
or violation of law. In addition, under certain circumstances, the FDIC may also
issue a cease-and-desist order against any subsidiary financial institution of
the Registrant.

With certain exceptions, a bank, a savings and loan association, and a
subsidiary or affiliate thereof, may not extend credit, lease or sell property
or furnish any services or fix or vary the consideration for the foregoing on
the condition that (i) the customer must obtain or provide some additional
credit, property or services from, or to, any of them, or (ii) the customer may
not obtain some other credit, property or service from a competitor, except to
the extent reasonable conditions are imposed to assure the soundness of credit
extended.

The deposits of American National and Peoples are insured by the Bank Insurance
Fund ("BIF") of the FDIC. The deposits of Muncie Federal, previously a separate
entity (merged into American National in 1993), continue to be insured by the
Savings Association Insurance Fund ("SAIF") of the FDIC. The insurance rates
paid by banks range from 0 to 27 basis points. Insurance premiums paid by banks
to SAIF are also at a range from 0 to 27 basis points. The FDIC is authorized to
make limited adjustments to the BIF rate schedule without notice or rulemaking
as deemed necessary by the FDIC to maintain the BIF designated reserve ratio.
Increases in the rate schedule could adversely impact, and decreases would
positively impact, the Registrant and its subsidiary banks.

Branching by banks in Indiana is subject to the jurisdiction, and requires the
prior approval, of the bank's primary federal regulatory authority and, if the
branching bank is a state bank, of the Indiana Department of Financial
Institutions. Under Indiana law, American National and Peoples may branch
anywhere in the state.

The Registrant is a legal entity separate and distinct from its subsidiary
banks. There are various legal limitations on the extent to which the subsidiary
banks can supply funds to the Registrant. The principal source of the
Registrant's funds consists of dividends from its subsidiaries. State and
Federal laws restrict the amount of dividends which may be paid by banks and
savings associations. In addition, the subsidiary banks are subject to certain
restrictions on extensions of credit to the Registrant or any of its
subsidiaries, on investments in the stock or other securities of the Registrant
or in any of its subsidiaries and in taking such stock or securities as
collateral for loans.

FDICIA

The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA")
directs that each federal banking agency prescribe standards for depository
institutions relating to internal controls, information systems, internal audit
systems, loan documentation, credit underwriting, interest rate exposure, asset
growth and quality, management compensation, minimum earnings sufficient to
absorb losses, and such other standards as the agency deems appropriate. The
federal banking agencies have issued guidelines establishing standards for
safety and soundness for operational and managerial standards and compensation
standards, and has proposed guidelines for asset quality and earnings. If an
institution fails to comply with any of the standards set forth in the
guidelines, the institution's primary federal regulator may require the
institution to submit a plan for achieving and maintaining compliance. Failure
to submit an acceptable compliance plan, or failure to adhere to a compliance
plan that has been accepted by the appropriate regulator, would constitute
grounds for further enforcement action.

Under FDICIA, as implemented by final regulations adopted by the FDIC,
FDIC-insured state banks are prohibited, subject to certain exceptions, from
directly or indirectly acquiring or retaining any equity investments of a type,
or in an amount, that are not permissible for a national bank. FDICIA, as
implemented by FDIC regulations, also prohibits FDIC-insured state banks and
their subsidiaries,

                                      (11)
<PAGE>

subject to certain exceptions, from engaging as principal in any activity that
is not permitted for a national bank or its subsidiary, respectively, unless the
bank meets, and continues to meet, its minimum regulatory capital requirements
and the FDIC determines the activity would not pose a significant risk to the
deposit insurance fund of which the bank is a member. Impermissible investments
and activities must be divested or discontinued within certain time frames set
by the FDIC in accordance with FDICIA. These restrictions are not currently
expected to have a material impact on the operations of Peoples.

The federal banking regulators have adopted regulations to implement the prompt
corrective action provisions of FDICIA, effective as of December 19, 1992. Among
other things, the regulations define the relevant capital measures for the five
capital categories. An institution is deemed to be "well capitalized" if it has
a total risk-based capital ratio of 10% or greater, a Tier 1 risk-based capital
ratio of 8% or greater, and a leverage ratio of 5% or greater, and is not
subject to a regulatory order, agreement or directive to meet and maintain a
specific capital level for any capital measure. An institution is deemed to be
"adequately capitalized" if it has a total risk-based capital ratio of 8% or
greater, a Tier 1 risk-based capital ratio of 4% or greater, and generally a
leverage ratio of 4% or greater. An institution is deemed to be
"undercapitalized" if it has a total risk-based capital ratio of less than 8%, a
Tier 1 risk-based capital ratio of less than 4%, or generally a leverage ratio
of less than 4%, and "significantly undercapitalized" if it has a total
risk-based capital ratio of less than 6%, a Tier 1 risk-based capital ratio of
less than 3%, or a leverage ratio of less than 3%. An institution is deemed to
be "critically undercapitalized" if it has a ratio of tangible equity (as
defined in the regulations) to total assets that is equal to or less than 2%.

"Undercapitalized" banks are subject to growth limitations and are required to
submit a capital restoration plan. A bank's compliance with such plan is
required to be guaranteed by any company that controls the undercapitalized
institution as described above. If an "undercapitalized" bank fails to submit an
acceptable plan, it is treated as if it is significantly undercapitalized.
"Significantly undercapitalized" banks are subject to one or more of a number of
requirements and restrictions, including an order by the appropriate federal
banking regulator to sell sufficient voting stock to become adequately
capitalized, requirements to reduce total assets and cease receipt of deposits
from correspondent banks, and restrictions on compensation of executive
officers. "Critically undercapitalized" institutions may not, beginning 60 days
after becoming "critically undercapitalized", make any payment of principal or
interest on certain subordinated debt or extend credit for a highly leveraged
transaction or enter into any transaction outside the ordinary course of
business. In addition, "critically undercapitalized" institutions are subject to
appointment of a receiver or conservator.

Additionally, under FDICIA, a bank holding company is required to guarantee the
compliance of any insured depository institution subsidiary that may become
"undercapitalized" (as defined in the statute) with the terms of any capital
restoration plan filed by such subsidiary with its appropriate federal banking
agency up to the lesser of (i) an amount equal to 5% of the institution's total
assets at the time the institution became undercapitalized, or (ii) the amount
that is necessary (or would have been necessary) to bring the institution into
compliance with all applicable capital standards as of the time the institution
fails to comply with such capital restoration plan.

CAPITAL REQUIREMENTS

The Registrant and its subsidiary banks must meet certain minimum capital
requirements mandated by the Federal Reserve, the Comptroller of the Currency,
the FDIC and state banking regulators in Indiana. These regulatory agencies
require bank holding companies and banks to maintain certain minimum ratios of
primary capital to total assets and total capital to total assets. As of January
1, 1991, the Federal Reserve required bank holding companies to maintain a
minimum Tier 1 leverage ratio of 3 percent capital to total assets; however, for
all but the most highly rated institutions which do not anticipate significant
growth, the minimum Tier 1 leverage ratio is 3 percent plus an additional
cushion of 100 to 200 basis points. As of December 31, 1998, the Registrant's
leverage ratio of capital to total assets was 7.9 percent.

The Federal Reserve, the Comptroller of the Currency and the FDIC each have
approved the imposition of "risk-adjusted" capital ratios on bank holding
companies and financial institutions. At least half of the

                                      (12)
<PAGE>

total required capital, or 4%, must be "Tier 1 capital," consisting principally
of common shareholders' equity, noncumulative perpetual preferred stock, a
limited amount of cumulative perpetual preferred stock and minority interest in
the equity accounts of consolidated subsidiaries, less certain goodwill items.
The remainder ("Tier 2 capital") may consist of a limited amount of subordinated
debt and intermediate-term preferred stock, certain hybrid capital instruments
and other debt securities, cumulative perpetual preferred stock, and a limited
amount of the general loan loss allowance.

The Registrant and each of its subsidiaries had capital to assets ratios and
risk-adjusted capital ratios at December 31, 1998 in excess of the applicable
regulatory minimum requirements. The following table summarizes the Registrant's
risk-adjusted capital ratios under Federal Reserve guidelines at December 31,
1998:
                                                    Registrant    Regulatory
                                                   Consolidated    Minimum
                                                      Ratio       Requirement
                                                   ------------   -----------

Tier 1 Capital to Risk-Weighted Assets Ratio           11.4%           4%

Total Capital to Risk-Weighted Assets Ratio            12.3%           8%


The Comptroller of the Currency and the FDIC include, in evaluations of a bank's
capital adequacy, an assessment of the bank's exposure to declines in the
economic value of the bank's capital due to changes in interest rates. In 1996,
the FDIC, along with the Comptroller of the Currency and the Federal Reserve,
issued a joint policy statement to provide guidance on sound practices for
managing interest rate risk. The statement sets forth the factors the federal
regulatory examiners will use to determine the adequacy of a bank's capital for
interest rate risk. These qualitative factors include the adequacy and
effectiveness of the bank's internal interest rate risk management process and
the level of interest rate exposure. Other qualitative factors that will be
considered include the size of the bank, the nature and complexity of its
activities, the adequacy of its capital and earnings in relation to the bank's
overall risk profile, and its earning exposure to interest rate movements. The
interagency supervisory policy statement describes the responsibilities of a
bank's board of directors in implementing a risk management process and the
requirements of the bank's senior management in ensuring the effective
management of interest rate risk. Further, the statement specifies the elements
that a risk management process must contain.

The Federal Reserve, the Comptroller of the Currency, and the FDIC have issued
final regulations further revising their risk-based capital standards to include
a supervisory framework for measuring market risk. The effect of these
regulations is that any bank holding company or bank which has significant
exposure to market risk must measure such risk using its own internal model,
subject to the requirements contained in the regulations, and must maintain
adequate capital to support that exposure. These regulations apply to any bank
holding company or bank whose trading activity equals 10% or more of its total
assets, or whose trading activity equals $1 billion or more. Examiners may
require a bank holding company or bank that does not meet the applicability
criteria to comply with the capital requirements if necessary for safety and
soundness purposes. These regulations contain supplemental rules to determine
qualifying and excess capital, calculate risk-weighted assets, calculate market
risk equivalent assets and calculate risk-based capital ratios adjusted for
market risk.

INTERSTATE BANKING

The Riegle Community Development and Regulatory Improvement Act of 1994 allows
bank holding companies to acquire banks anywhere in the United States subject to
certain state restrictions and permits an insured bank to merge with an insured
bank in another state without regard to whether such merger is prohibited by
state law. Additionally, an out-of-state bank may acquire the branches of an
insured bank in another state without acquiring the entire bank; provided,
however, that the law of the state where the branch is located permits such an
acquisition. Indiana permits interstate branching (both denovo and by

                                      (13)
<PAGE>

acquisition), subject to certain conditions, as contemplated by the Act. Bank
holding companies may merge existing bank subsidiaries located in different
states into one bank.

An insured bank subsidiary may act as an agent for an affiliated bank or thrift
in offering limited banking services (receive deposits, renew time deposits,
close loans, service loans and receive payments on loans obligations) both
within the same state and across state lines.

ADDITIONAL MATTERS

In addition to the matters discussed above, the Registrant's affiliate banks are
subject to additional regulation of their activities, including a variety of
consumer protection regulations affecting their lending, deposit and collection
activities and regulations affecting secondary mortgage market activities. Both
federal and state law extensively regulate various aspects of the banking
business such as reserve requirements, truth-in-lending and truth-in-savings
disclosure, equal credit opportunity, fair credit reporting, community
reinvestment activities, trading in securities and other aspects of banking
operations. Current federal law also requires banks, among other things, to make
deposited funds available within specified time periods. The extensive
regulation, supervision and examination of financial institutions by the bank
regulatory agencies is intended primarily for the protection of the insurance
fund and depositors. Moreover, such regulation imposes substantial restrictions
on the operations and activities of such institutions, and grants to regulators
broad discretion in connection with their supervisory and enforcement activities
and examination policies, including policies with respect to classification of
assets and establishment of adequate loan loss reserves. Any changes in such
regulations, whether by legislation or regulatory action, could have a material
impact on the subsidiary banks and their operations. The Registrant cannot
predict what, if any, future actions may be taken by legislative or regulatory
authorities or what impact any such actions may have on the operations of the
subsidiary banks.

The earnings of financial institutions are also affected by general economic
conditions and prevailing interest rates, both domestic and foreign, and by the
monetary and fiscal policies of the United States Government and its various
agencies, particularly the Federal Reserve.

Additional legislation and administrative actions affecting the banking industry
are being considered and in the future may be considered by the United States
Congress, state legislatures and various regulatory agencies, including those
referred to above. It cannot be predicted with certainty whether such
legislation of administrative action will be enacted or the extent to which the
banking industry in general or the Registrant and its affiliate banks in
particular would be affected thereby.

YEAR 2000 SAFETY AND SOUNDNESS

The FDIC, Comptroller of the Currency, Federal Reserve, and OTS issued
"interagency guidelines establishing Year 2000 standards for safety and
soundness" in 1998, which are consistent with the key principles contain in the
safety and soundness guidance on the risks posed to financial institutions by
the Year 2000 problem issued by the Federal Institutions Examination Council.
The guidance underscores that Year 2000 preparation is not only an information
systems issue, but also an enterprise-wide challenge that must be addressed at
the highest level of a financial institution. The guidance sets out the
responsibilities of senior management and boards of directors in managing their
Year 2000 projects. Among the responsibilities of institution managers and
directors is that of managing the internal and external risks presented by
providers of data-processing products and services, business partners,
counterparties and major loan customers. Under the guidance, senior management
must provide the board of directors with status reports, at least quarterly, on
efforts to reach Year 2000 goals both internally and by the institution's major
vendors. Senior managers and directors must allocate sufficient resources to
ensure that high priority is given to seeing that remediation plans are
fulfilled, and that the project receives the quality personnel and timely
support it requires. The guidance does not require financial institutions to
obtain Year 2000 certification from their vendors. Rather, an institution must
implement its own internal testing or verification processes for vendor products
and services to ensure that its different computer systems function properly
together.

                                      (14)
<PAGE>

ITEM 2. PROPERTIES
-----------------------------------------------------------------------------

As of December 31, 1998, the Registrant operated through thirty-two affiliated
offices. American National operates seventeen branch offices, nine of which are
in Muncie, four in Anderson, two in Zionsville, and one in Yorktown and in
Portland. Peoples operates eight full-service offices, including branches in
Winchester, Saratoga, Richmond, Farmland, Parker City and Lynn. Other offices
are operated by ANTIM, and ANBFPS. All such offices are owned by the
subsidiaries with the exception of seven branches of American National, one
branch of Peoples and the three facilities of ANTIM.


ITEM 3. LEGAL PROCEEDINGS
-----------------------------------------------------------------------------

As a part of the ordinary course of business, the Registrant's subsidiaries are
parties to lawsuits involving claims to the ownership of funds and involving the
collection of delinquent accounts. All such litigation is incidental to the
business of the financial institutions. Management believes that no litigation
is threatened or pending in which the Registrant or its subsidiaries face
potential loss or exposure which will materially affect the Registrant's
stockholders' equity or financial position.


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

None


                                    PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
   MATTERS
-----------------------------------------------------------------------------

Market for the Registrant's common equity and related stockholder matters
included in the 1998 Annual Report to Shareholders of the Registrant on page 3
is incorporated herein by reference.

As of December 31, 1998, the Registrant had approximately 708 stockholders of
record.

ITEM 6. SELECTED FINANCIAL DATA
-----------------------------------------------------------------------------

Selected financial data under the heading "Financial Highlights" included in the
1998 Annual Report to Shareholders of the Registrant on page 4 is incorporated
herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
   RESULTS OF OPERATIONS
-----------------------------------------------------------------------------

Management's Discussion and Analysis of Financial Condition and Results of
Operation included in the 1998 Annual Report to Shareholders of the Registrant
on pages 36 through 55 is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-----------------------------------------------------------------------------

Quantitative and qualitative disclosures about market risk included in the 1998
Annual Report to Shareholders of the Registrant on pages 50 through 52 is
incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-----------------------------------------------------------------------------

Consolidated financial statements as of and for the three-year period ended
December 31, 1998 and the independent auditor's report included in the 1998
Annual Report to Shareholders of the Registrant on pages 10 through 35 are
incorporated herein by reference.

                                      (15)
<PAGE>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
   AND FINANCIAL DISCLOSURE
-----------------------------------------------------------------------------

None

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
-----------------------------------------------------------------------------

The information to be provided under this item is incorporated by reference
herein from pages 2 and 3 of the Registrant's definitive proxy statement dated
March 25, 1999 as filed with the Commission pursuant to Regulation 14A.


ITEM 11.  EXECUTIVE COMPENSATION
-----------------------------------------------------------------------------

The information to be provided under this item is incorporated by reference
herein from pages 6 through 13 of the Registrant's definitive proxy statement
dated March 25, 1999 as filed with the Commission pursuant to Regulation 14A.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-----------------------------------------------------------------------------

The information to be provided under this item is incorporated by reference
herein from pages 2, 4, and 5 of the Registrant's definitive proxy statement
dated March 25, 1999 as filed with the Commission pursuant to Regulation 14A.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-----------------------------------------------------------------------------

The information to be provided under this item is incorporated by reference
herein from page 5 of the Registrant's definitive proxy statement dated March
25, 1999 as filed with the Commission pursuant to Regulation 14A.


                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
   REPORTS ON FORM 8-K
-----------------------------------------------------------------------------

(a)(1)  The following consolidated financial statements of the Registrant and
        subsidiaries are incorporated by reference in Item 8:

                                                                        Annual
                                                                        Report
                                                                         Page
                                                                        Number
                                                                        ------
        Independent Auditor's Report                                      10

        Consolidated Balance Sheet as of December 31, 1998 and 1997       11

        Consolidated Statement of Income for the years ended
        December 31, 1998, 1997 and 1996                                  12

        Consolidated Statement of Stockholders' Equity
        for the years ended December 31, 1998, 1997 and 1996              13

                                      (16)
<PAGE>

        Consolidated Statement of Cash Flows for the years ended
        December 31, 1998, 1997 and 1996                                  14

        Notes to Consolidated Financial Statements                       15-35

   (2)  All financial statement schedules have been omitted because they are not
        applicable or the required information is shown in the consolidated
        financial statements or notes thereto.

   (3)  Listing of Exhibits:

            Exhibit Number                       Description
            --------------                       -----------
                  2.01            Restated and Amended Plan and Agreement of
                                  Reorganization (Incorporated herein by
                                  reference to Exhibit 2.01 of Form S-1
                                  Registration Statement, Commission File No.
                                  33-36958).

                 2.02             Restated and Amended Plan of Merger-Conversion
                                  (Incorporated herein by reference to Exhibit
                                  2.02 of Form S-1 Registration  Statement,
                                  Commission File No. 33-36958).

                  2.03            Agreement of Merger and Reorganization, as
                                  amended by Amendment and Waiver (Incorporated
                                  herein by reference to Exhibit 2.03 of the
                                  Registrant's Form 8-K filed on February 4,
                                  1994).

                  3.01            Articles of Incorporation of the Registrant,
                                  as amended (Incorporated herein by reference
                                  to Exhibit 3.01 of the Registrant's 1995 Form
                                  10-K Annual Report).

                  3.02            Bylaws of the Registrant, as amended.

                  3.03            Bylaws Amendment of the Registrant Adopted on
                                  August 10, 1998.

                  10.01           ANB Corporation Stock Option Plan
                                  (Incorporated herein by reference to Exhibit
                                  4.3 of Form S-8 Registration Statement,
                                  Commission File No. 33-95868 filed on August
                                  18, 1995).

                  10.02           Nonqualified Stock Option Plan of ANB
                                  Corporation for Former Directors of Muncie
                                  Federal Savings and Loan Association
                                  (Incorporated herein by reference to Exhibit
                                  28 of the Registrant's Form 10-Q as of March
                                  31, 1991).

                  10.03           Agreement to Merge by and between American
                                  National Bank and Trust Company and Muncie
                                  Federal Savings Bank dated June 16, 1992
                                  (Incorporated herein by reference to Exhibit
                                  10.12 of the Registrant's 1992 Form 10-K
                                  Annual Report).

                  10.04           1993 Amended and Restated Employment Agreement
                                  dated September 7, 1993 by and among James R.
                                  Schrecongost, ANB Corporation and a subsidiary
                                  of ANB Corporation (Incorporated herein by
                                  reference to Exhibit 10.13 of the Registrant's
                                  1993 Form 10-K Annual Report).

                  10.05           1993 Amended and Restated Employment Agreement
                                  dated September 7, 1993 by and among Larry E.
                                  Thomas, ANB Corporation and a subsidiary of
                                  ANB Corporation (Incorporated herein by
                                  reference to Exhibit 10.15 of the Registrant's
                                  1993 Form 10-K Annual Report).

                  10.06           1993 Amended and Restated Employment Agreement
                                  dated September 7, 1993 by and among David W.
                                  Spade, ANB Corporation and a subsidiary of ANB
                                  Corporation (Incorporated herein by reference
                                  to Exhibit 10.16 of the Registrant's 1993 Form
                                  10-K Annual Report).

                                      (17)
<PAGE>

   (3)  Listing of Exhibits:

            Exhibit Number                       Description
            --------------                       -----------
                  10.07           1993 Amended and Restated Employment Agreement
                                  dated September 8, 1993 by and among Paul L.
                                  Sehnert, Jr., ANB Corporation and a subsidiary
                                  of ANB Corporation (Incorporated herein by
                                  reference to Exhibit 10.17 of the Registrant's
                                  1993 Form 10-K Annual Report).

                  10.08           1994 Amended and Restated Employment Agreement
                                  dated November 30, 1994 by and among Chris L.
                                  Talley, ANB Corporation and a subsidiary of
                                  ANB Corporation (Incorporated herein by
                                  reference to Exhibit 10.19 of the Registrant's
                                  1994 Form 10-K Annual Report).

                  10.09           1994 Amended and Restated Employment Agreement
                                  dated November 30, 1994 by and among Philip R.
                                  Hirschfeld, ANB Corporation and a subsidiary
                                  of ANB Corporation (Incorporated herein by
                                  reference to Exhibit 10.20 of the Registrant's
                                  1994 Form 10-K Annual Report).

                  10.10           ANB Corporation 1995 Stock Option Plan
                                  (Incorporated herein by reference to Exhibit
                                  4.3 of Form S-8 Registration Statement,
                                  Commission File No. 33-95866 filed on August
                                  18, 1995).

                  10.11           ANB Corporation 1996 Directors' Stock Option
                                  Plan (Incorporated herein by reference to
                                  Exhibit 10.13 of the Registrant's 1996 Form
                                  10-K Annual Report).

                  10.12           Employment Agreement dated December 1, 1997 by
                                  and among Jerome J. Gassen, ANB Corporation
                                  and a subsidiary of ANB Corporation
                                  (Incorporated herein by reference to Exhibit
                                  10.13 of the Registrant's 1997 Form 10-K
                                  Annual Report).

                  10.13           Employment and Noncompetition Agreement dated
                                  September 16, 1997 by and among R. Michael
                                  Miner,  ANB Corporation and a subsidiary of
                                  ANB Corporation (Incorporated herein by
                                  reference to Exhibit 10.14 of the Registrant's
                                  1997 Form 10-K Annual Report).

                  10.14           Employment and Noncompetition Agreement dated
                                  October 17, 1997 by and among Mark W.
                                  Cremonie, ANB Corporation and a subsidiary of
                                  ANB Corporation (Incorporated herein by
                                  reference to Exhibit 10.15 of the Registrant's
                                  1997 Form 10-K Annual Report).

                  10.15           Agreement and Plan of Merger between the
                                  Registrant and Farmers State Bancorp
                                  (Incorporated herein by reference to Exhibit 2
                                  and included as Appendix A of Form S-4
                                  Registration Statement, Commission File No.
                                  333-71221 filed January 26, 1999).

                  10.16           Employment and Noncompetition Agreement dated
                                  December 1, 1998 by and among Douglas E. Carl,
                                  ANB Corporation and a subsidiary of ANB
                                  Corporation.

                  10.17           Employment and Noncompetition Agreement dated
                                  December 1, 1998 by and among Larry A. Myers,
                                  ANB Corporation and a subsidiary of ANB
                                  Corporation.


                                      (18)
<PAGE>

   (3)  Listing of Exhibits:

            Exhibit Number                       Description
            --------------                       -----------
                   13             1998 Annual Report to Shareholders of ANB
                                  Corporation (Incorporated in part into this
                                  Form 10-K by reference).

                   21             Subsidiaries of the Registrant.

                   23             Consent of Olive LLP.

                   27             Financial Data Schedule (Included in
                                  electronic version only).

                   99             Annual financial statements and independent
                                  auditor's report for Stock Investment Plan of
                                  ANB Corporation for the year ended December
                                  31, 1998.

(b) During the fourth quarter of 1998, the Registrant did not file any reports
on Form 8-K.

(c) See the listing of exhibits in Item 14(a)(3).

(d) No financial statement schedules are required to be submitted.


                                      (19)
<PAGE>


                                   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, as of the 25th day of
March, 1999.

                                    ANB CORPORATION
                                      (Registrant)


                                    By:   /s/  James R. Schrecongost,
                                       -----------------------------------------
                                          James R. Schrecongost, Vice Chairman,
                                          President, and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant in
the capacities indicated below as of the 25th day of March, 1999.

Name                                      Title
-------------------------------------------------------------------------------

/s/ Kelly N. Stanley                      Chairman of the Board of Directors
------------------------------
    Kelly N. Stanley


/s/ James R. Schrecongost                 Vice Chairman, President, and
------------------------------
    James R. Schrecongost                 Chief Executive Officer


/s/ Larry E. Thomas                       Treasurer (Chief Financial Officer
------------------------------
    Larry E. Thomas                       and Principal Accounting Officer)


/s/ Ben E. Delk                           Director
------------------------------
    Ben E. Delk


/s/ Madelyn K. Ferris                     Director
------------------------------
    Madelyn K. Ferris



                                          Director
------------------------------
    R. David Hoover


                                      (20)
<PAGE>

Name                                      Title
-------------------------------------------------------------------------------

                                          Director
------------------------------
    William L. Peterson


/s/ Donald A. Ross                        Director
------------------------------
    Donald A. Ross


/s/ Chris L. Talley                       Director
------------------------------
    Chris L. Talley


/s/ Leon V. Towne                         Director
------------------------------
    Leon V. Towne



                                      (21)
<PAGE>


                                 EXHIBIT INDEX


Exhibit Number                              Description
--------------                              -----------

      2.01            Restated and Amended Plan and Agreement of Reorganization
                      (Incorporated herein by reference to Exhibit 2.01 of Form
                      S-1 Registration Statement, Commission File No. 33-36958).

      2.02            Restated and Amended Plan of  Merger-Conversion
                      (Incorporated herein by reference to Exhibit 2.02 of Form
                      S-1 Registration Statement, Commission File No. 33-36958).

      2.03            Agreement of Merger and Reorganization, as amended by
                      Amendment and Waiver (Incorporated herein by reference to
                      Exhibit 2.03 of the Registrant's Form 8-K filed on
                      February 4, 1994).

      3.01            Articles of Incorporation of the Registrant, as amended
                      (Incorporated herein by reference to Exhibit 3.01 of the
                      Registrant's 1995 Form 10-K Annual Report).

      3.02            Bylaws of the Registrant, as amended.

      3.03            Bylaws Amendment of the Registrant Adopted on August 10,
                      1998.

     10.01            ANB Corporation Stock Option Plan (Incorporated herein by
                      reference to Exhibit 4.3 of Form S-8 Registration
                      Statement, Commission File No. 33-95868 filed on August
                      18, 1995).

     10.02            Nonqualified Stock Option Plan of ANB Corporation for
                      Former Directors of Muncie Federal Savings and Loan
                      Association (Incorporated herein by reference to Exhibit
                      28 of the Registrant's Form 10-Q as of March 31, 1991).

     10.03            Agreement to Merge by and between American National Bank
                      and Trust Company and Muncie Federal Savings Bank dated
                      June 16,  1992 (Incorporated herein by reference to
                      Exhibit 10.12 of the Registrant's 1992 Form 10-K Annual
                      Report).

     10.04            1993 Amended and Restated Employment Agreement dated
                      September 7, 1993 by and among James R. Schrecongost, ANB
                      Corporation and a subsidiary of ANB Corporation
                      (Incorporated  herein by reference to Exhibit  10.13 of
                      the Registrant's 1993 Form 10-K Annual Report).

     10.05            1993 Amended and Restated Employment Agreement dated
                      September 7, 1993 by and among Larry E. Thomas, ANB
                      Corporation and a subsidiary of ANB Corporation
                      (Incorporated herein by reference to Exhibit 10.15 of the
                      Registrant's 1993 Form 10-K Annual Report).

     10.06            1993 Amended and Restated Employment Agreement dated
                      September 7, 1993 by and among David W. Spade, ANB
                      Corporation and a subsidiary of ANB Corporation
                      (Incorporated herein by reference to Exhibit 10.16 of the
                      Registrant's 1993 Form 10-K Annual Report).

                                      (22)
<PAGE>

Exhibit Number                              Description
--------------                              -----------

     10.07           1993 Amended and Restated Employment Agreement dated
                     September 8, 1993 by and among Paul L. Sehnert, Jr., ANB
                     Corporation and a subsidiary of ANB Corporation
                     (Incorporated herein by reference to Exhibit 10.17 of the
                     Registrant's 1993 Form 10-K Annual Report).

     10.08           1994 Amended and Restated Employment Agreement dated
                     November 30, 1994 by and among Chris L. Talley, ANB
                     Corporation and a subsidiary of ANB Corporation
                     (Incorporated herein by reference to Exhibit 10.19 of the
                     Registrant's 1994 Form 10-K Annual Report).

     10.09           1994 Amended and Restated Employment Agreement dated
                     November 30, 1994 by and among Philip R. Hirschfeld, ANB
                     Corporation and a subsidiary of ANB Corporation
                     (Incorporated herein by reference to Exhibit 10.20 of the
                     Registrant's 1994 Form 10-K Annual Report).

     10.10           ANB Corporation 1995 Stock Option Plan (Incorporated herein
                     by reference to Exhibit 4.3 of Form S-8 Registration
                     Statement, Commission File No. 33-95866 filed on August 18,
                     1995).

     10.11           ANB Corporation 1996 Directors' Stock Option Plan
                     (Incorporated herein by reference to Exhibit 10.13 of the
                     Registrant's 1996 Form 10-K Annual Report).

     10.12           Employment Agreement dated December 1, 1997 by and among
                     Jerome J. Gassen, ANB Corporation and a subsidiary of ANB
                     Corporation (Incorporated herein by reference to Exhibit
                     10.13 of the Registrant's 1997 Form 10-K Annual Report).

     10.13           Employment and Noncompetition Agreement dated September 16,
                     1997 by and among R. Michael Miner, ANB Corporation and a
                     subsidiary of ANB Corporation (Incorporated herein by
                     reference to Exhibit 10.14 of the Registrant's 1997 Form
                     10-K Annual Report).

     10.14           Employment and Noncompetition Agreement dated October 17,
                     1997 by and among Mark W. Cremonie, ANB Corporation and a
                     subsidiary of ANB Corporation (Incorporated herein by
                     reference to Exhibit 10.15 of the Registrant's 1997 Form
                     10-K Annual Report).

     10.15           Agreement and Plan of Merger between the Registrant and
                     Farmers State Bancorp (Incorporated herein by reference to
                     Exhibit 2 and included as Appendix A of Form S-4
                     Registration Statement, Commission File No. 333-71221 filed
                     January 26, 1999).

     10.16           Employment and Noncompetition Agreement dated December 1,
                     1998 by and among Douglas E. Carl, ANB Corporation and a
                     subsidiary of ANB Corporation.

     10.17           Employment and Noncompetition Agreement dated December 1,
                     1998 by and among Larry A. Myers, ANB Corporation and a
                     subsidiary of ANB Corporation.

        13           1998 Annual Report to Shareholders of ANB Corporation
                     (Incorporated in part into this Form 10-K by reference).

        21           Subsidiaries of the Registrant.

        23           Consent of Olive  LLP.

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<PAGE>

        27           Financial Data Schedule (Included in electronic version
                     only).

        99           Annual financial statements and independent auditor's
                     report for Stock Investment Plan of ANB Corporation for the
                     year ended December 31, 1998.



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