UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              ---------------------

                                    FORM 10-Q

(Mark One)

X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the period ended June 30, 1997

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

         For the transition period from ___________ to _____________

                         Commission File Number 0-23134

                    PEOPLES BANK CORPORATION OF INDIANAPOLIS
             (Exact name of registrant as specified in its charter)


           Indiana                                           35-1681096
--------------------------------------------------------------------------------
(State of other jurisdiction                             (I.R.S. Employer 
of incorporation or organization)                       identification no.)


130 East Market Street          Indianapolis, Indiana          46204
--------------------------------------------------------------------------------
(Address of principal                                        (Zip Code)
executive offices)

                                 (317) 237-8121
        (Registrant's telephone number, including area code)

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

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

         Common Shares, without par value
                  Nonvoting -       2,833,282 shares as of August 12, 1997
                  Voting    -         280,000 shares as of August 12, 1997



<PAGE>



                    PEOPLES BANK CORPORATION OF INDIANAPOLIS

                                      INDEX



PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheets at June 30, 1997
         and December 31, 1996 ................................................2

         Consolidated Statements of Income for three months ended
         June 30, 1997 and 1996 ...............................................3

         Consolidated Statements of Changes in Shareholders'
         Equity................................................................4

         Consolidated Statements of Cash Flows for three months ended
         June 30, 1997 and 1996 ...............................................5

         Notes to Consolidated Financial Statements ...........................6

Item 2.  Management's Discussion and Analysis of Results of Operations
          and Financial Condition ..........................................7-14

PART II.  OTHER INFORMATION

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

Item 6. Exhibits and Reports on Form 8-K .....................................15

Signatures....................................................................16


<PAGE>
PEOPLES BANK CORPORATION OF INDIANAPOLIS
CONSOLIDATED BALANCE SHEETS
================================================================================
(Dollar amounts in thousands)

<TABLE>
<CAPTION>

                                                                        June 30,         December 31,
                                                                          1997               1996
                                                                     ---------------     --------------
<S>                                                                         <C>                <C>    
Assets

      Cash and due from banks                                               $19,416            $32,252
      Federal funds sold                                                     12,300                  0
                                                                     ---------------     --------------
        Total cash and equivalents                                           31,716             32,252

      Available-for-sale securities                                         116,559             94,589

      Loans held for sale                                                       603                421
      Total loans                                                           367,578            332,953
        Allowance for loan losses                                            (4,877)            (3,900)
                                                                     ---------------     --------------
        Loans, net                                                          362,701            329,053

      Premises and equipment, net                                             7,599              7,923
      Accrued income and other assets                                         9,014              7,240
                                                                     ---------------     --------------
        Total assets                                                       $528,192           $471,478
                                                                     ===============     ==============

Liabilities

      Non interest-bearing deposits                                         $70,932            $83,911
      Interest-bearing deposits                                             395,932            327,894
                                                                     ---------------     --------------
        Total deposits                                                      466,864            411,805

      Short-term borrowings                                                  10,025             10,266
      Accrued expenses and other liabilities                                  4,286              4,058
                                                                     ---------------     --------------
        Total liabilities                                                   481,175            426,129

Shareholders' equity Common shares, no par value:
      Authorized:
        Voting - 300,000 shares
        Nonvoting - 4,000,000 shares
      Issued:
        Voting - 280,000 shares                                                 950                950
        Nonvoting -  2,833,282 shares (1997)
                       -  2,866,424 shares (1996)                            14,051             14,775
      Retained earnings                                                      31,636             29,338
      Net unrealized gain/(loss) on available-for-sale securities               380                286
                                                                     ---------------     --------------
        Total shareholders' equity                                           47,017             45,349
                                                                     ---------------     --------------
        Total liabilities and shareholders' equity                         $528,192           $471,478
                                                                     ===============     ==============
</TABLE>


See accompanying notes.


<PAGE>
PEOPLES BANK CORPORATION OF INDIANAPOLIS
CONSOLIDATED STATEMENTS OF INCOME
================================================================================
<TABLE>
<CAPTION>

(Dollar amounts in thousands, except per share data)
                                                         Three months ended             Six  months ended       
                                                               June 30,                    June 30,
                                                          1997          1996           1997          1996
                                                   ---------------------------------------------------------
Interest income
<S>                                                       <C>           <C>           <C>           <C>         
      Interest and fees on loans                          $7,667        $6,326        $14,843       $12,511     
      Interest on federal funds sold                         298           300            518           398     
      Interest on investments                              1,537         1,264          2,873         2,633     
                                                   ---------------------------------------------------------    
        Total interest income                              9,502         7,890         18,234        15,542     

Interest expense
      Interest on deposits                                 4,056         3,253          7,688         6,414     
      Interest on short-term borrowings                      132           150            252           329     
                                                   ---------------------------------------------------------    
        Total interest expense                             4,188         3,403          7,940         6,743     
                                                   ---------------------------------------------------------    
Net interest income                                        5,314         4,487         10,294         8,799     

Provision for loan losses                                    500           300            900           450     
                                                   ---------------------------------------------------------    
Net interest income after
      provision for loan losses                            4,814         4,187          9,394         8,349     

Other operating income
      Trust fees                                             370           354            741           707     
      Service charge income                                  749           563          1,454         1,093     
      Mortgage banking revenue                               109           191            236           366     
      Net gain (loss) on
        investments                                          (38)           (1)           (39)          (28)    
                                                                                                                
      Other operating income                                 253           265            454           496     
                                                   ---------------------------------------------------------    
        Total other operating income                       1,443         1,372          2,846         2,634     

Other operating expenses
      Salaries and employee benefits                       2,184         2,003          4,314         3,944     
      Occupancy expense (net)                                401           376            835           766     
      Equipment expense                                      262           255            525           516     
      FDIC insurance expense                                  17             1             29             1     
      Advertising Expense                                    149           135            273           270     
      Other operating expense                              1,045           893          1,935         1,714     
                                                   ---------------------------------------------------------    
        Total other operating expenses                     4,058         3,663          7,911         7,211     

Income before income taxes                                 2,199         1,896          4,329         3,772     

Income Taxes                                                 681           560          1,358         1,125     

Net income                                                $1,518        $1,336         $2,971        $2,647     
                                                   =========================================================    

Net income per share (Note 3)                              $0.49         $0.42          $0.95         $0.83
                                                   =========================================================    
</TABLE>

See accompanying notes.


<PAGE>

PEOPLES BANK CORPORATION OF INDIANAPOLIS
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
================================================================================
(Dollar amounts in thousands)

                                             1997               1996
                                         -------------       ------------

Balance at January 1                          $45,349            $41,636

      Net Income                                2,971              2,647

      Cash dividends                             (673)              (572)

      Repurchase of common stock                 (724)                 0

      Change in net unrealized loss on
        available-for-sale securities              94               (266)
                                         -------------       ------------

Balance at June  30                           $47,017            $43,445
                                         =============       ============




<PAGE>

PEOPLES BANK CORPORATION OF INDIANAPOLIS
CONSOLIDATED STATEMENTS OF CASH FLOWS
================================================================================
(Dollar amounts in thousands)

<TABLE>
<CAPTION>
                                                                              Six  months ended
                                                                                   June 30
                                                                        1997                     1996
                                                                     ------------            -------------
<S>                                                                       <C>                      <C>   
Cash flows from operating activities
       Net Income                                                         $2,971                   $2,647
       Adjustments to reconcile net income to net cash
         from operating activities
       Depreciation and amortization                                         588                      525
       Provision for loan losses                                               0                      450
       Net loss on investment securities                                      39                       28
       Net amortization/(accretion) on investments                           119                      150
       Net gain on the sale of loans                                        (119)                    (267)
       Change in interest payable and other liabilities                      228                     (356)
       Change in interest receivable and other assets                     (1,970)                    (650)
       Loans originated for sale, net of sales proceeds                      (62)                     560
                                                                     ------------            -------------

               Net cash from operating activities                          1,794                    3,087
                                                                     ------------            -------------


Cash flows from investing activities
       Proceeds from maturities and principal
         reductions of investment securities                                   0                        0
       Proceeds from sales of available-for-sale securities               14,218                    2,972
       Proceeds from maturities of available-for-sale securities          18,200                   30,760
       Purchase of available-for-sale securities                         (54,471)                 (11,891)
       Loans made to customers, net of principal
         collection thereon                                              (33,648)                 (21,926)
       Property and equipment expenditures                                   (50)                    (111)
                                                                     ------------            -------------

         Net cash from investing activities                              (55,751)                    (196)
                                                                     ------------            -------------

Cash flows from financing activities
       Net change in deposits                                             55,059                   33,892
       Net change in short-term borrowings                                  (241)                  (8,198)
       Dividends paid                                                       (673)                    (572)
       Purchase of common stock                                             (724)                       0
                                                                     ------------            -------------

         Net cash from financing activities                               53,421                   25,122
                                                                     ------------            -------------

Net change in cash and cash equivalents                                     (536)                  28,013

Cash and cash equivalents at beginning of year                            32,252                   23,377
                                                                     ------------            -------------

Cash and cash equivalents at June 30                                     $31,716                  $51,390
                                                                     ============            =============
</TABLE>



<PAGE>

                    Peoples Bank Corporation of Indianapolis

                   Notes to Consolidated Financial Statements
                                  June 30, 1997

1.  Accounting Policies

         Except as noted in Note 3, the significant accounting policies followed
by Peoples Bank  Corporation of  Indianapolis  (the  "Corporation")  for interim
financial  reporting are consistent  with the accounting  policies  followed for
annual financial  reporting.  The consolidated interim financial statements have
been prepared in accordance  with  instructions to Form 10-Q and may not include
all  information  and  footnotes   normally  shown  for  full  annual  financial
statements.  All adjustments which are, in the opinion of management,  necessary
for a fair  presentation  of the  results  for the  periods  reported  have been
included in the accompanying unaudited consolidated financial statements and all
such adjustments are of a normal recurring nature.

2.  Earnings Per Share

         Earnings per share are computed based upon the weighted  average number
of shares  outstanding  during the period which were 3,129,231 and 3,136,413 for
the three and six months  ending June 30, 1997,  and 3,179,984 and 3,179,984 for
the three and six months ending June 30, 1996.

3.  Accounting Changes

         Financial  Accounting  Standard No. 125,  Accounting  for Transfers and
Servicing of Financial Assets and  Extinguishment of Liabilities,  was issued by
the Financial  Accounting Standards Board in 1996. It revises the accounting for
transfers  of  financial  assets,   such  as  loans  and  securities,   and  for
distinquishing  between sales and secured  borrowings.  It is effective for some
transactions in 1997 and others in 1998.  Management does not expect adoption of
this Standard to have a significant  effect on the Company's  financial position
or results of operations.




<PAGE>




PART I. FINANCIAL INFORMATION

Item 2.  Management's Discussion and Analysis
 (Dollar amounts in thousands, except per share data)

General

The  business  of Peoples  Bank  Corporation  of  Indianapolis  (the  "Company")
consists  of holding and  administering  its  interest  in Peoples  Bank & Trust
Company  ("Peoples").  The principal  business of Peoples consists of attracting
deposits from consumer and commercial  customers and making loans to individuals
and  businesses.  Peoples  offers  various  products  for  depositors  including
checking and savings  accounts,  certificates of deposit and safe deposit boxes.
Loans consist  principally of loans to individuals  secured by mortgage liens on
residential  properties,  consumer loans generally  secured by personal property
and loans to businesses  generally secured by liens on business assets.  Peoples
also offers trust services to individuals, businesses and institutions.

The Company  operates 11 branch  locations,  a twelve  story  office in downtown
Indianapolis,  and an  operations  center.  Peoples  occupies five floors of the
downtown office building and leases six floors to tenants.  The top floor houses
the board room and a training area.  Leased tenant space at the downtown  office
remains at near capacity.

The Board of Directors of the Company approved on July 18, 1996, the repurchase,
from time to time, of 100,000  nonvoting  common shares on the open market.  The
Board  believed that the shares had been at times  undervalued in the market and
that it was in the best interest of the  shareholders  and the Company to effect
such share  repurchases.  At June 30,  1997,  a total of 66,702  shares had been
repurchased at an average price of $19.23.

The book value per share of Peoples  nonvoting  common  shares at June 30, 1997,
was $15.10. For the second quarter,  the low trading price per share was $21.75,
and the high trading price per share was $26.56.

On June  19,1997,  Peoples  declared a cash  dividend  in the amount of $.11 per
share,  payable July 18, 1997,  to  shareholders  of record June 30, 1997.  This
dividend  represents a 4.8% increase over the first quarter 1997 dividend and is
the fourth  consecutive  quarter in which  Peoples  has  declared an increase in
dividends.

<PAGE>



Selected ratios and summary data.
                                                At or for the Six Months Ended
                                                          June  30,
                                                   1997               1996
                                              --------------      -------------

Assets                                        $      528,192        $   444,337
Loans (includes loans held for sale)                 368,181            295,386
Deposits                                             466,864            385,653
Shareholders Equity                                   47,017             43,445
Book value per share                                   15.10              13.66

Earnings per share                            $         0.95        $      0.83
Dividends per share                           $        0.215        $      0.18
Net Interest Margin (FTE)                               4.65%              4.64%
Return on Average Assets                                1.20%              1.25%
Return on Average Equity                               12.87%             12.38%

Average Shares Outstanding                         3,136,413          3,179,984

Total Shares Outstanding                           3,113,282          3,179,984



Net Income

Net income for the second quarter of 1997 was $1,518  compared to $1,336 for the
second  quarter of 1996,  an increase of 13.62% or $182.  Net income for the six
months ended June 30, 1997, was $2,971,  which  represents an increase of 12.24%
or $324 from net income of $2,647 for the six months  ended June 30,  1996.  Net
income per share for the second quarter 1997 increased  $0.07 or 16.67% to $0.49
from  $0.42 for the second  quarter of 1996.  Net income per share for the first
six months of 1997 was $0.95 compared to $0.83 for the first six months of 1996,
an increase of 0.12 or 14.46%.  The  increase in net income is  attributable  to
increases  in  net  interest  income  and  non-interest  income  which  exceeded
increases in non-interest expense.

Net Interest Income

Net interest income is the principal component of net income for the Company and
represents the difference  between  interest earned on loans and investments and
the interest cost of deposits and other borrowed funds. For the six months ended
June 30,  net  interest  income  was  $10,294  and  $8,799  for  1997 and  1996,
respectively.  This  reflects an  increase  of $1,495 or 16.99%.  For the second
quarter  of 1997 and 1996,  respectively,  net  interest  income  was $5,314 and
$4,487, an increase of $827 or 18.43%.


<PAGE>

Interest  income for the six months  ended June 30, was  $18,234 and $15,542 for
1997 and 1996, respectively.  Interest income for the second quarter of 1997 and
1996,  respectively,  was $9,502 and  $7,890,  an  increase of $1,612 or 20.43%.
Total  interest  expense was $7,940 and $6,743 for the six months ended June 30,
1997,  and  1996,  respectively.  For  the  second  quarter  of 1997  and  1996,
respectively,  total interest expense was $4,188 and $3,403, an increase of $785
or 23.07%.

Interest  and fees on loans  increased  from $12,511 for the first six months of
1996 to $14,843  for that period in 1997,  an increase of $2,332 or 18.64%.  For
the second  quarter of 1997 and 1996,  respectively,  interest and fees on loans
were $7,667 and $6,326,  an increase of $1,341 or 21.20%.  These  increases  are
attributable to an increase in loans  outstanding.  Total loans were $295,386 at
June 30, 1996,  compared to $368,181 at June 30, 1997, an increase of of $72,795
or 24.64 %.

The Company's net interest margin, or margin on earning assets,  increased 0.06%
from 4.41% for the first six months of 1996 to 4.47% for the first six months of
1997. On a tax equivalent basis, the Company's net interest margin was 4.64% and
4.65%, respectively, for those periods. For the second quarter, the net interest
margin  increased 0.04% from 4.38% in 1996 to 4.42% in 1997. On a tax equivalent
basis,  the  Company's  net  interest  margin was 4.61% and 4.59% for the second
quarters  of 1996 and 1997,  respectively.  The  stability  of the net  interest
margin   occurred  at  the  same  time  that  the  balance   sheet  was  growing
significantly  which  demonstrates  that  balance  sheet growth was not achieved
through lower loan or higher deposit pricing.

Provision & Allowance for Loan Losses

The  provision  for loan  losses  was $900 for the first  six  months of 1997 as
compared  to $450 for the  first  six  months of 1996,  an  increase  of $450 or
100.00%.  The allowance for loan losses at June 30, 1997, was $4,877 or 1.32% of
total loans  compared to $3,900 or 1.17% of total  loans at December  31,  1996.
Gross  charge-offs  during the first six months of 1997 were $162 and recoveries
were $239.

The adequacy of the allowance for loan loss is evaluated at least quarterly by a
credit review officer and management  based upon the review of identified  loans
with more than a normal degree of risk,  historical loan loss  percentages,  and
present and forecasted economic conditions. Management's analysis indicated that
the allowance for loan losses at June 30, 1997, was adequate to cover  potential
losses on  identified  loans with credit  problems and  potential  losses on the
remaining loan portfolio  based on historical  percentages.  Peoples has made an
effort to increase the  allowance  through  increases in the  provision for loan
losses in order to increase  the ratio of the  allowance  to total loans  rather
than due to any specific decrease in credit quality.


<PAGE>

Other Operating Income

Non-interest income totaled $2,846 for the first six months of 1997, compared to
$2,634  for that  period of 1996,  an  increase  of $212 or 8.05%.  Non-interest
income  was  $1,443  and  $1,372  for the  second  quarters  of 1997  and  1996,
respectively, an increase of $71 or 5.17%. Trust fees were $741 and $707 for the
first six months of 1997 and 1996, respectively, an increase of $34 or 4.81%.

Service  charges on deposit  accounts,  which comprise the largest  component of
non-interest  income, were up for the first six months of 1997 compared with the
same periods of 1996.  Service charge income was $1,454 for the six months ended
June 30, 1997, an increase of $361 or 33.03%, from $1,093 for the same period in
1996. For the three month periods ending June 30, 1997 and 1996,  service charge
income  was $749 and $563  respectively,  an  increase  of $186 or  33.04%.  The
increase in service charge income can be traced to a review of local market fees
during late 1996 which  resulted in increases in many service  charges to market
levels.

Mortgage  banking  revenue  includes net gains and losses realized when mortgage
loans are sold into the  secondary  market and service  fee revenue  earned from
servicing  those loans  after they are sold.  Mortgage  banking  revenue for the
first six  months of 1997 was $236,  reflecting  a  decrease  of $130 or 35.52%,
compared to $366 for the same period in 1996.  Mortgage  banking revenue for the
second quarter of 1997 and 1996, respectively,  was $109 and $191, a decrease of
$82 or 42.93%. The decrease in mortgage banking revenue can be associated with a
change in the  bank's  mortgage  origination  strategy.  During  1996,  the bank
reduced  staff  in  this  area  by more  than  fifty  percent  and  focused  its
origination  efforts on adjustable  rate mortgage  loans which would not be sold
into  the  secondary  market.  During  the  second  quarter  of  1996,  the bank
originated  $6.44  million  in loans sold into the  secondary  market and $15.79
million in adjustable  rate  mortgages  retained by the bank.  During the second
quarter  of 1997,  the bank  originated  $3.53  million  in loans  sold into the
secondary market and $11.24 million in adjustable rate mortgages retained by the
bank.

Other  operating  income  decreased  during the first six months of 1997 to $454
from $496 for the same period in 1996, a decrease of $42 or 8.05%.

Other Operating Expenses

Total other  operating  expenses  were $7,911 for the six months  ended June 30,
1997,  compared with $7,211 for that period in 1996. This represents an increase
of $700, or 9.71%. Total other operating expenses for the second quarter of 1997
and 1996,  respectively,  were $4,058 and $3,663,  a increase of $395 or 10.78%.
Salary and employee benefit expense was $4,314 for the first six months of 1997,
an increase of $370 or 9.38% from 3,944 for the first six months of 1996. Salary
and  employee  benefit  expense  for  the  second  quarter  of  1997  and  1996,
respectively, were $2,184 and $2,003, an increase of $181 or 9.04%. The increase
was  primarily  associated  with an increase in headcount and in salary and wage
rate increases.


<PAGE>

Occupancy expense was $835 for the first six months of 1997, an increase of $69,
or 9.00% from $766 for the first six  months of 1996.  Equipment  expenses  were
$525 and  $516,  respectively,  for the first  six  months of 1997 and 1996,  an
increase of $9 or 1.74%.  Equipment  expenses was $262 for the second quarter of
1997, an increase of $7 or 2.75% from $255 for the same period in 1996.

FDIC  insurance  expense was $17 and $1 for the second quarter of 1997 and 1996,
respectively.

Advertising  expenses  were $273 and $270,  for the first six months of 1997 and
1996, respectively,  an increase of $3 or 1.11%. For the second quarter of 1997,
advertising  expenses  were $149,  an  increase  of $14, or 10.37% over the same
period in 1996.  Other  operating  expenses were $1,935 and $1,714 for the first
six months of 1997 and 1996,  respectively,  an increase of $221 or 12.89%.  For
the second quarter of 1997 and 1996, respectively, other operating expenses were
$1,045 and $893, an increase of $152 or 17.02%.

Income Taxes

Income  taxes  were  $1,358  for the first six months of 1997 and $1,125 for the
first six months of 1996. On a quarterly comparison,  income taxes were $681 for
the second quarter of 1997 and $560 for the second quarter of 1996. The increase
in taxes can be primarily attributed to increased profitability.

Balance sheet

Total assets were $528,192 at June 30, 1997,  and $471,478 at December 31, 1996,
an increase of $56,714. The portfolio of available-for-sale securities increased
from $94,589 at December 31, 1996,  to $116,559 at June 30, 1997, an increase of
$21,970 or 23.23%. The increase in the portfolio resulted from growth in deposit
exceeding loan growth.  Total loans,  excluding  loans held for sale,  increased
during the first six months of 1997 from  $332,953  at  December  31,  1996,  to
$367,578  at June 30,  1997.  This  reflects  an  increase of $34,625 or 10.40%.
Commercial  loans increased  $1,945 or 1.24% from $156,755 at December 31, 1996,
to $158,700 at June 30, 1997.  Real estate loans,  which consist of construction
loans and permanent  residental and commercial  mortgages,  increased $18,859 or
19.07% from $98,891 at December 31, 1996, to $117,750 at June 30, 1997. Consumer
loans increased $13,866 or 18.44% from $75,187 at December 31, 1996, to $117,750
at June 30, 1997 on strong  growth in home equity  lending.  Loans held for sale
consist of  conforming  fixed rate  mortgage  loans  that  Peoples  sells in the
secondary market (having  retained  servicing rights with respect to such loans)
and that are  pending  funding.  Loans held for sale were $421 at  December  31,
1996,  compared  to $603 at June 30,  1997.  The  amount  of  loans  outstanding
(excluding loans held for sale) are reflected in the following table.

<PAGE>






                                            June 30,     December 31,   June 30,
                                              1997          1996          1996
                                            --------      --------      --------

Real Estate                                 $117,750      $ 98,891      $115,003
Commercial                                   158,700       156,755       108,987
Consumer                                      89,053        75,187        67,225
Tax exempt                                     2,075         2,120
                                                                           2,166
Loans to Depository Institutions                   0             0             0
                                            --------      --------      --------

Total Loans                                  367,578       332,953       293,381
Less:  Allowance for Loan Losses               4,877         3,900         3,695
                                            --------      --------      --------
Net Loans                                   $362,701      $329,053      $289,686
                                            ========      ========      ========

Deposits  represent the primary source of funds for the Company.  Total deposits
increased $55,059 or 13.37%,  from $411,805 at December 31,1996,  to $466,864 at
June 30, 1997.  Non-interest-bearing deposits decreased $12,979, or 15.47%, from
$83,911 at December 31, 1996, to $70,932 at June 30, 1997. The Company's deposit
balances are reflected in the following table.

                                            June 30,    December 31,   June 30,
                                             1997          1996          1996
                                           --------      --------      --------
Deposits:

         Non-interest-bearing              $ 70,932      $ 83,911      $ 73,798

            Interest-bearing                395,932       327,894       311,855
                                           --------      --------      --------

                  Total deposits           $466,864      $411,805      $385,653
                                           ========      ========      ========

Total deposits/total assets                   88.39%        87.34%        86.79%



<PAGE>

Short-term borrowings in the form of Federal funds and repurchase agreements are
acquired, as needed, to satisfy temporary liquidity needs. Many of the funds are
from  businesses  with  large  cash  balances.   Though  short-term  in  nature,
repurchase  agreements have been and continue to be a stable source of funds for
Peoples.  Short-term  borrowings  were $10,025 at June 30, 1997,  as compared to
$10,266 at December 31, 1996.  This  represents a decrease of $241 or 2.35%.  At
June  30,  1997,  all  short-term  borrowings  were in the  form  of  repurchase
agreements.

Total  shareholders'  equity  increased $1,668 or 3.68% for the six months ended
June 30, 1997,  to $47,017,  from $45,349 at December 31, 1996.  The increase in
shareholders' equity was the result of net income of $2,971, less dividends paid
of $673,  plus the adoption of FAS No. 115 resulted in a $94 increase in equity,
less the repurchase of $724 of common stock.  

The Company issued a 2-for-1 share split effective July 18, 1997.

Credit Quality

Nonaccrual  loans are loans on which the  Company  no longer  accrues  interest.
Management  places a loan on nonaccrual status when the collection of additional
interest is unlikely  and the loan is not  considered  to be well secured and in
the  process of  collection.  Nonperforming  loans  consist of loans that are on
nonaccrual  status,  that  are 90 days  or  more  past  due as to  principal  or
interest,  or that are restructured.  If a loan is designated as a nonperforming
loan, management,  as a result of delinquent status or significant concern about
the ultimate  collectibility of the loan, typically ceases to recognize interest
income with respect to such loan and places it on nonaccrual status.

At June 30, 1997,  Management  designated  $3,961 in loans as "impaired" for the
purpose of FAS No. 114.  Management has further  determined  that all commercial
non-accrual loans will be considered as impaired.

The following table shows the composition of nonperforming loans.


                                           June 30,     December 31,    June 30,
                                             1997          1996           1996
                                           --------     ------------    --------
Nonperforming loans:                                                    
                                                                        
         Total nonaccrual loans              $784          $234           $365
         Loans past due more than              
           90 days and still accruing           4            49            164
                                             ----          ----           ----
         Total                               $788          $283           $529
                                             ====          ====           ====
                                                                      

<PAGE>

At June 30,  1997,  nonperforming  loans were  comprised  of $322 of  commercial
loans, $460 of real estate loans and $6 of consumer loans.  Nonperforming  loans
were comprised of $143 of commercial  loans, $140 of real estate loans and $0 of
consumer  loans at December 31,  1996.  At June 30,  1996,  nonperforming  loans
consisted  of $188 of  commercial  loans,  $308 of real estate  loans and $33 of
consumer loans. Asset quality continues to be an important area of focus for the
Company. Nonperforming loans as a percent of assets were 0.15% at June 30, 1997,
and 0.06% at December 31, 1996. The Company  maintains asset quality through the
use of well-defined policies, underwriting criteria, and review processes.

Capital

The  Company  and Peoples  are  required  to comply  with  capital  requirements
promulgated  by their  primary  regulators  that  affect  their  ability  to pay
dividends and that can affect their operations.  Those  regulations  require the
maintenance of specified  levels of capital to total assets (leverage ratio) and
to risk weighted  assets (the  risk-based  capital  ratios).  These  regulations
require  the  maintenance  of a  leverage  ratio of at least  3.00%  and a total
risk-based  capital ratio of at least 8.00%. A financial  institution's  deposit
insurance assessment and, in certain circumstances,  operations will be affected
by its capital  level.  Institutions  with leverage  ratios of 5.00% or more and
total  risk-based  capital  ratios  of  10.00%  or more are  deemed  to be "well
capitalized," and accordingly,  pay the lowest deposit insurance  assessment and
are not subject to operational restrictions as outlined within the regulation.

As of June 30, 1997,  the Company's Tier I and total  risk-based  capital ratios
were 12.01% and 13.26%, respectively.  The Company's leverage ratio was 8.90% at
June 30, 1997. As of June 30, 1997, Peoples was in excess of the minimum capital
and  leverage  requirements  necessary  to be  considered  a "well  capitalized"
banking company as defined by Federal  regulators.  The Company and Peoples were
in full compliance with all regulatory capital requirements at June 30, 1997.

The following table provides the capital ratios for the entities.

                                                At June 30, 1997
                                                                Consolidated
                                          Bank Only               Company

Total assets                               $524,204              $528,192

Risked-based assets                         386,561               388,287

Tier I capital                               39,993                47,017

Total risk-based capital                     44,826                51,468

Leverage ratio                                7.63%                 8.90%

Tier I risk-based capital ratio              10.35%                12.01%

Total risk-based capital                     11.60%                13.26%



<PAGE>

PART II.  OTHER INFORMATION

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The  Company's  Annual  Meeting of  Stockholders  was held April 17,  1997.  The
following  members  were  elected to the  Company's  Board of  Directors to hold
office for a period of one year or until  their  successors  are duly chosen and
qualified.  Proxy votes comprised 76% percent of the outstanding  voting shares.
No shares were voted in person.

                                           Against or                Broker
         Nominee              For           Withheld     Abstain    Non-votes
                                                                  
William. E. McWhirter        100,876            0           0           0
Gerald R. Francis            100,312          560           0           0
Charles R. Farber            100,876            0           0           0
Elbert L. Bradshaw           100,876            0           0           0
Robert B. Hirschman          100,876            0           0           0
David W. Knall               100,876            0           0           0
Mary Ellen Rodgers           100,312          560           0           0
Henry C. Ryder                99,008        1,864           0           0
Stephen R. West              100,312          560           0           0
                                                               
The  shareholders  also  ratified  the  Directors  Stock Option Plan with 87,656
shares voting in favor of the plan and 13,220 shares voting against.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

          A.   Exhibits - 

                  27       Financial Data Schedule

          B.   Form 8-K - No reports on Form 8-K were filed  during the  quarter
               ended June 20, 1997.










<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                            PEOPLES BANK CORPORATION
                                            OF INDIANAPOLIS

                                            By: /s/ William. E. McWhirter
                                                --------------------------------
                                                William E. McWhirter
                                                    Chairman and Chief Executive
                                                    Officer

                                            By: /s/ Charles R. Hageboeck
                                                --------------------------------
                                                Charles R. Hageboeck
                                                    Senior Vice President and 
                                                    Chief Financial Officer

                                            DATE: August 14, 1997