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 September 30, 1999

     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     -   2,838,011 shares as of November 12, 1999
                  Voting        -     264,096 shares as of November 12, 1999




<PAGE>


                    PEOPLES BANK CORPORATION OF INDIANAPOLIS

                                      INDEX



PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

          Consolidated Balance Sheets at September 30, 1999
          and December 31, 1998...........................................     2

          Consolidated Statements of Income for the nine months
          ended September 30, 1999 and 1998...............................     3

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

          Consolidated Statements of Cash Flows for the nine
          months ended September 30, 1999 and 1998........................     5

          Notes to Consolidated Financial Statements......................   6-7

Item 2.   Management's Discussion and Analysis of Results
          of Operations and Financial Condition...........................  8-16



PART II.  OTHER INFORMATION

Item 4.   Submission of Matters to a Vote of Security Holders............     17

Item 6.   Exhibits and Reports on Form 8-K...............................     17

Signatures...............................................................     18

<PAGE>

PEOPLES BANK CORPORATION OF INDIANAPOLIS
CONSOLIDATED BALANCE SHEETS
================================================================================
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
                                                                    Sept 30,                  December 31,
                                                                     1999                        1998
                                                                    --------                   --------
Assets
<S>                                                                 <C>                        <C>
      Cash and due from banks                                       $ 17,820                   $ 30,336
      Federal funds sold                                               3,900                      4,800
                                                                    --------                   --------
        Total cash and equivalents                                    21,720                     35,136

      Available-for-sale securities                                  132,281                    132,216

      Loans held for sale                                                187                      2,346
      Total loans                                                    489,998                    452,065
        Allowance for loan losses                                    (8,044)                    (7,684)
                                                                    --------                   --------
        Loans, net                                                   481,954                    444,381

      Premises and equipment, net                                      6,866                      8,105
      Accrued income and other assets                                 15,550                     12,321
                                                                    --------                   --------
        Total assets                                                $658,558                    634,505
                                                                    ========                   ========

Liabilities

      Non interest-bearing deposits                                 $107,806                     98,851
      Interest-bearing deposits                                      464,197                    452,178
                                                                    --------                   --------
        Total deposits                                               572,003                    551,029

      Borrowings                                                      22,891                     22,918
      Accrued expenses and other liabilities                           7,990                      8,533
                                                                    --------                   --------
        Total liabilities                                            602,884                    582,480


Shareholders' equity
      Common shares, no par value:
      Authorized:
        Voting - 300,000 shares
        Nonvoting - 4,000,000 shares
      Issued:
        Voting -  264,096 shares (1999)
               -  264,096 shares (1998)                                  896                        896
        Nonvoting  -  2,837,711 shares (1999)
                   -  2,758,794 shares (1998)                         11,761                     11,384
      Retained earnings                                               44,461                     39,008
      Accumulated other comprehensive income                         (1,444)                        737
                                                                    --------                   --------
        Total shareholders' equity                                    55,674                     52,025
                                                                    --------                   --------
        Total liabilities and shareholders' equity                  $658,558                   $634,505
                                                                    ========                   ========
</TABLE>


See accompanying notes.


<PAGE>

PEOPLES BANK CORPORATION OF INDIANAPOLIS
CONSOLIDATED STATEMENTS OF INCOME
================================================================================
(Dollar amounts in thousands, except per share data)
<TABLE>
<CAPTION>

                                                                           Three months ended             Nine months ended
                                                                             September 30,                  September 30,
                                                                         1999          1998              1999            1998
                                                                        -------         ------         -------         -------
<S>                                                                     <C>             <C>            <C>             <C>
Interest income
      Loans, including related fees                                     $10,236         $9,666         $29,610         $28,034
      Federal funds sold                                                    126            255             357             486
      Securities                                                          2,126          2,271           6,306           7,041
                                                                        -------         ------         -------         -------
        Total interest income                                            12,488         12,192          36,273          35,561

Interest expense
      Deposits                                                            5,531          5,823          16,125          16,510
      Borrowings                                                            234            193             752             568
                                                                        -------         ------         -------         -------
        Total interest expense                                            5,765          6,016          16,877          17,078
                                                                        -------         ------         -------         -------
Net interest income                                                       6,723          6,176          19,396          18,483
Provision for loan losses                                                   150              0           1,150           3,500
                                                                        -------         ------         -------         -------

Net interest income after provision for loan losses                       6,573          6,176          18,246          14,983

Non-interest income
      Trust and Investment Management                                       625            638           2,211           1,771
      Service charges and fees                                              683            795           1,987           2,181
      Mortgage banking revenue                                               34            114             313             471
      Net gain/(loss) on securities                                           0             40               6              47
      Other                                                                 242            260           1,408             694
                                                                        -------         ------         -------         -------
        Total non-interest income                                         1,584          1,847           5,925           5,164

Non-interest expense
      Salaries and employee benefits                                      3,087          2,830           8,760           8,305
      Occupancy (net)                                                       314            394           1,129           1,144
      Equipment                                                             404            445           1,244           1,273
      Other                                                                 950          1,379           2,890           3,778
                                                                        -------         ------         -------         -------
        Total non-interest expense                                        4,755          5,048          14,023          14,500
                                                                        -------         ------         -------         -------

Income before income taxes                                                3,402          2,975          10,148           5,647
Income tax expense                                                        1,105            973           3,348           1,753
                                                                        -------         ------         -------         -------

Net income                                                               $2,297         $2,002          $6,800          $3,894
                                                                        =======         ======         =======         =======
Per share data
      Earnings per share                                                  $0.74          $0.65           $2.25           $1.27
                                                                        =======         ======         =======         =======
      Earnings per share, assuming dilution                               $0.73          $0.63           $2.19           $1.24
                                                                        =======         ======         =======         =======
</TABLE>


See accompanying notes.


<PAGE>


PEOPLES BANK CORPORATION OF INDIANAPOLIS
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
================================================================================
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
                                                        1999           1998
                                                     --------       --------

<S>                                                  <C>            <C>
Balance at January 1                                 $ 52,025       $ 48,817

      Comprehensive income
           Net income                                   6,800          3,894
           Change in net unrealized gain/(loss)        (2,181)           341
                                                     --------       --------
                Total comprehensive income              4,619          4,235

      Cash dividends                                   (1,340)        (1,198)

      Exercise of stock options                         2,106              3

      Redemption of common stock                       (1,736)          (811)
                                                     --------       --------
Balance at September 30                              $ 55,674       $ 51,046
                                                     ========       ========
</TABLE>



<PAGE>
PEOPLES BANK CORPORATION OF INDIANAPOLIS
CONSOLIDATED STATEMENTS OF CASH FLOWS
================================================================================
(Dollar amounts in thousands)
<TABLE>
<CAPTION>


                                                                         Nine months ended
                                                                           September 30,
                                                                         1999           1998
                                                                      --------       --------
<S>                                                                   <C>            <C>
Cash flows from operating activities
       Net Income                                                     $  6,800       $  3,894
       Adjustments to reconcile net income to net cash
         from operating activities
       Depreciation and amortization                                       863            902
       Provision for loan losses                                         1,150          3,500
       Net (gain)/loss on securities                                        (6)           (47)
       Net amortization/(accretion) on investments                          68            (89)
       Net change in
          Interest receivable and other assets                          (1,797)        (4,468)
          Interest payable and other liabilities                          (543)         1,648
          Loans held for sale                                            2,159            186
                                                                      --------       --------
               Net cash from operating activities                        8,694          5,526

Cash flows from investing activities
       Proceeds from sales of available-for-sale securities                  0          5,068
       Proceeds from maturities of available-for-sale securities        77,664         46,069
       Purchase of available-for-sale securities                       (81,404)       (40,462)
       Loans made to customers, net of principal
         collections thereon                                           (38,723)       (48,647)
       Property and equipment expenditures, net                            376         (1,270)
                                                                      --------       --------
         Net cash from investing activities                            (42,087)       (39,242)

Cash flows from financing activities
       Net change in deposits                                           20,974         29,693
       Net change in borrowings                                            (27)           472
       Proceeds from exercise of stock options                           2,106              3
       Redemption of common shares                                      (1,736)        (1,195)
       Dividends paid                                                   (1,340)          (811)
                                                                      --------       --------
         Net cash from financing activities                             19,977         28,162
                                                                      --------       --------

Net change in cash and cash equivalents                                (13,416)        (5,554)

Cash and cash equivalents at beginning of year                          35,136         25,462
                                                                      --------       --------

Cash and cash equivalents at September 30                             $ 21,720       $ 19,908
                                                                      ========       ========
</TABLE>




<PAGE>

                    Peoples Bank Corporation of Indianapolis

                   Notes to Consolidated Financial Statements

                               September 30, 1999

1.  Accounting Policies

         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

         The following  table presents  share data used to compute  earnings per
share:

<TABLE>
<CAPTION>
                                                          Nine months ended
                                                            September 30,
                                                         1999          1998
                                                      ---------     ---------
<S>                                                   <C>           <C>
Weighted average shares outstanding                   3,028,037     3,071,429
Dilutive effect of potential shares                      75,454        86,696
                                                      ---------     ---------
Shares used to compute diluted earnings per share     3,103,491     3,158,125



                                                         Three months ended
                                                           September 30,
                                                         1999          1998
                                                      ---------     ---------

Weighted average shares outstanding                   3,091,439     3,061,738
Dilutive effect of potential shares                      40,912        77,286
                                                      ---------     ---------
Shares used to compute diluted earnings per share     3,132,351     3,139,024
</TABLE>



3. Segment Reporting

         Subsequent  to  announcing  the merger of the Company  with Fifth Third
Bancorp,  as discussed below,  the Company  discontinued  internal  reporting by
business segments.

<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 and investment management services to individuals,  businesses
and institutions.

The  Company  operates 8 branch  locations,  a  twelve-story  office in downtown
Indianapolis,  and an  operations  center.  Peoples  occupies  six floors of the
downtown office building and leases five floors to tenants. The top floor houses
the boardroom and a training  area.  Leased tenant space at the downtown  office
remains at near capacity.

The book value per share of The Company's  nonvoting  common shares at September
30, 1999, was $17.95. For the third quarter, the low trading price per share was
$39.75, and the high trading price per share was $73.125.

On September  17, 1999,  The Company  declared a cash  dividend in the amount of
$.155 per share,  payable October 15, 1999, to shareholders of record  September
30, 1999. This dividend represents a 14.81% increase over the third quarter 1998
dividend  and is the  thirteenth  consecutive  quarter in which The  Company has
declared an increase in dividends.


Recent Developments

On July 12, 1999, Fifth Third Bancorp (Fifth Third) and the Company entered into
an Affiliation Agreement (Merger Agreement),  pursuant to which The Company will
merge with and into Fifth Third  through a tax-free,  stock-for-stock  exchange,
with Fifth Third as the surviving corporation  (Merger).  Under the terms of the
Merger  Agreement,  upon  consummation of the Merger each share of The Company's
voting and non-voting  common stock shall be converted into the right to receive
1.09 share of Fifth Third common stock

The Merger, which would be accounted for as a pooling of interests,  is expected
to close  during the  fourth  quarter of 1999.  The  Merger  Agreement  has been
approved by the board of directors of both companies. Consummation of the Merger
is  subject  to certain  customary  conditions,  including,  among  others,  the

<PAGE>

adoption of the Merger  Agreement by The Company's  shareholders  and receipt of
regulatory approvals.  The Company's  shareholders approved the Merger Agreement
at a  shareholder  meeting  on  October  27,  1999 at 10:30 AM in  Indianapolis,
Indiana.  The merger of the  Company  with and into Fifth  Third is  expected to
close on November 19, 1999.

Selected ratios and summary data.
<TABLE>
<CAPTION>
                                            At or for the Nine months Ended
                                                      September 30,
                                              1999                  1998
                                            --------              --------
<S>                                          <C>                   <C>
Assets                                      $658,558              $632,518
Loans (includes loans held for sale)         490,185               453,972
Deposits                                     572,003               538,005
Shareholders' Equity                          55,674                51,046
Book value per share                           17.95                 16.73

Earnings per share (basic)                     $2.25                 $1.27
Earnings per share (diluted)                   $2.19                 $1.24
Dividends per share                            $0.45                 $0.39
Net Interest Margin (FTE)                      4.24%                 4.29%
Return on Average Assets                       1.37%                 0.83%
Return on Average Equity                      17.23%                10.73%

Average Shares Outstanding
         -   Basic                         3,028,037             3,071,429
         -   Diluted                          75,454             3,158,125

Total Shares Outstanding                   3,101,807             3,051,730
</TABLE>



Net Income

Net income for the third  quarter of 1999 was $2,297  compared to $2,002 for the
third quarter of 1998, an increase of 14.74% or $295. Basic net income per share
for the third  quarter of 1999 was $0.74,  an  increase  of $0.09 or 13.85% from
$0.65 for the third quarter of 1998.


Net income for the first nine  months of 1999 was $6,800  compared to $3,894 for
the same period of 1998,  an increase of 74.63% or $2,906.  Basic net income per
share for the first  nine  months of 1999 was  $2.25,  an  increase  of $0.98 or
77.17% from $1.27 for the first nine months of 1998.


<PAGE>

Peoples took a $3,500  provision for loan losses during the first nine months of
1998 as  compared  to a $1,150  provision  during the first nine months of 1999.
Another significant  explanation for the increase in net income was the recovery
of $648,000  associated with an investment in a low-income housing  partnership.
Peoples  invested  $648,000  as  a  limited  partner  in  a  low-income  housing
partnership  during 1997. The project was projected to generate  significant tax
credits over a ten-year period following renovation of the property. During 1997
and  1998,  the  project  incurred  losses  equaling  the  original  investment.
Therefore,  management of Peoples  properly took expenses against the investment
during 1997 and 1998 to reduce the book value of the  investment  to zero.  When
the project's  Developer and General  Partners were unable to secure tax credits
from  the  Indiana  Housing  Finance  Authority,  the  General  Partners  became
obligated to repurchase Peoples interests. Since the investment had been carried
at a book value of zero, The Company experienced recovery of $648,000,  which is
shown as Other Income.


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 three months
ended September 30, net interest income was $6,723 and $6,176 for 1999 and 1998,
respectively.  This reflects an increase of $547, or 8.86%.  For the nine months
ended  September  30, net  interest  income was $19,396 and $18,483 for 1999 and
1998, respectively. This reflects an increase of $913, or 4.94%.

Interest income on loans,  including related fees, increased from $9,666 for the
third quarter of 1998 to $10,236 for that period in 1999, an increase of $570 or
5.90%. Interest income on loans,  including related fees, increased from $28,034
for the  first  nine  months of 1998 to  $29,610  for that  period  in 1999,  an
increase of $1,576 or 5.62%.  These increases are attributable to an increase in
loans outstanding.  Total loans were $490,185 at September 30, 1999, compared to
$453,972 at September 30, 1998, an increase of $36,213 or 7.98%.  Offsetting the
increase in loans  outstanding  was a decrease in the level of interest rates in
the economy. The Prime rate averaged  approximately 0.64% lower during the first
nine months of 1999 as compared to the same period in 1998.

Total  interest  expense  was  $5,765  and  $6,016  for the three  months  ended
September 30, 1999 and 1998,  respectively,  a decrease of $251, or 4.17%. Total
interest expense was $16,877 and $17,078 for the nine months ended September 30,
1999 and 1998,  respectively,  a decrease  of $201,  or 1.18%.  The  decrease in
interest expense was attributable to lower interest rates in the economy, partly
offset by an increase in deposits outstanding.

The Company's net interest margin,  or margin on earning assets,  decreased from
4.18% for the third quarter of 1998 to 4.16% for the third quarter of 1999. On a
tax equivalent basis, the Company's net interest margin decreased from 4.29% for
the third  quarter of 1998 to 4.24% for the third  quarter of 1999.  The primary
reason for this decrease in the net interest  margin in 1999 was lower yields on
loan growth  funded by growth in deposits  resulting  in a thinner net  interest
margin on new business.


<PAGE>

Provision & Allowance for Loan Losses

The  provision for loan losses was $150 for the third quarter of 1999 and $0 for
the third  quarter of 1998.  The  provision  for loan  losses was $1,150 for the
first nine months of 1999 as compared to $3,500 for the third quarter of 1998, a
decrease of $2,350 or 67.14%.  The  allowance  for loan losses at September  30,
1999,  was $8,044 or 1.64% of total  loans  compared to $7,684 or 1.69% of total
loans at December 31, 1998. Gross  charge-offs  during the third quarter of 1999
were $175 and recoveries were $65.

The adequacy of the allowance  for loan loss is evaluated at least  quarterly by
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  September  30,1999,  was  adequate  to  cover  potential  losses  on
identified loans with credit problems and potential losses on the remaining loan
portfolio based on historical percentages.

Non-interest Income

Non-interest  income totaled  $1,584 for the third quarter of 1999,  compared to
$1,847  for that  period of 1998,  a decrease  of $263 or  14.24%.  Non-interest
income totaled $5,925 for the first nine months of 1999,  compared to $5,164 for
that  period of 1998,  an  increase  of $761 or 14.74%.  Decreases  in the third
quarter  of 1999 were due to lower  mortgage  revenues  and lower  revenues  for
overdrawn deposit accounts.

Trust and investment  management  income was $625 and $638 for the third quarter
of 1999 and 1998, respectively, a decrease of $13 or 2.04%. Trust and investment
management  income was  $2,211 and $1,771 for the first nine  months of 1999 and
1998, respectively,  an increase of $440 or 24.84%. The increase in revenue from
Peoples' Trust and  Investment  Management  Group in 1999  reflected  continuing
growth in traditional trust sales and service as well as growth in revenues from
the sale of investment products, which began in 1997.

For the three month periods ending September 30, 1999, and 1998, service charges
and fees income were $683 and $795  respectively,  a decrease of $112 or 14.09%.
For the nine-month  periods ending September 30, 1999, and 1998, service charges
and fees  declined  from  $2,181 to  $1,987,  a decrease  of $194 or 8.90%.  The
decrease in service charges and fees is primarily associated with a reduction in
charges for insufficient funds.

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
third quarter of 1999 was $34, reflecting a decrease of $80 or 70.18%,  compared
to $114 for the same period in 1998. Mortgage banking revenue for the first nine
months of 1999 was $313,  reflecting  a decrease of $158 or 33.55%,  compared to
$471 for the same period in 1998. The decrease in revenues from mortgage banking
reflects  the  very  strong  activity  experienced  in 1998  that  has not  been
replicated during 1999.


<PAGE>

Other  Non-interest  income  decreased  during the third quarter of 1999 to $242
from  $260 for the same  period  in 1998,  a  decrease  of $18 or  6.92%.  Other
Non-interest  income  increased  during the first nine  months of 1999 to $1,408
from $694 for the same period in 1998,  an  increase  of $714 or  102.88%.  This
increase was associated  primarily  with a recovery  during the third quarter of
1999 of $648 from a low income housing investment.

Non-interest Expense

Total  Non-interest  expense  was $4,755 for the three  months  ended  September
30,1999,  compared  with  $5,048  for that  period in 1998.  This  represents  a
decrease of $293, or 5.80%. Total Non-interest  expense was $14,023 for the nine
months ended September  30,1999,  compared with $14,500 for that period in 1998.
This  represents  a decrease of $477,  or 3.29%.  Salary and  employee  benefits
expense was $3,087 for the three months ended September 30, 1999, an increase of
$257 or 9.08% from  $2,830  for the same  period of 1998.  Salary  and  employee
benefits  expense was $8,760 for the nine months  ended  September  30,1999,  an
increase of $455 or 5.48% from $8,305 for the same period of 1998. This increase
was primarily  associated  with salary and wage rate  increases and an increased
accrual for year-end bonuses.

Occupancy  expense was $314 for the third quarter of 1999, a decrease of $80, or
20.30% from $394 for the third quarter of 1998. Occupancy expense was $1,129 for
the first nine  months of 1999,  a decrease  of $15 or 1.31% from $1,144 for the
same period of 1998. Equipment expense was $404 and $445, respectively,  for the
third  quarter of 1999 and 1998, a decrease of $41 or 9.21%.  Equipment  expense
was $1,244 and $1,273, respectively, for the first nine months of 1999 and 1998,
a decrease of $29 or 2.28%.  These expense  reductions are  associated  with the
closure of three branches during the second quarter of 1999.

Other  non-interest  expense was $950 and $1,379 for the third  quarters of 1999
and 1998, respectively, a decrease of $429 or 31.11%. Other non-interest expense
was $2,890 and $3,778 for the first nine months of 1999 and 1998,  respectively,
a decrease  of $888 or 23.50%.  During the third  quarter of 1998,  The  largest
reason for the expense  reductions was the additional  expenses taken in 1998 to
write down the Low-Income Housing Investment which was subsequently recovered.


Income Taxes

Income tax  expense  was $3,348 and $1,753 for the first nine months of 1999 and
1998,  respectively.  The increase in tax expense can be primarily attributed to
increased income recognized during the first nine months of 1999.

Balance sheet

Total assets were $658,558 at September  30, 1999,  and $634,505 at December 31,
1998,  an increase of $24,053,  or 3.79%.  The  portfolio of  available-for-sale

<PAGE>

securities  increased  from  $132,216  at  December  31,  1998,  to  $132,281 at
September 30, 1999, an increase of $65 or 0.05%.  Total loans,  excluding  loans
held for sale,  increased  during the first nine months of 1999 from $452,065 at
December 31, 1998, to $489,998 at September 30, 1999.  This reflects an increase
of $37,933 or 8.39%.  Commercial  and  commercial  real estate  loans  increased
$33,789 or 16.01% from  $211,115 at December 31, 1998,  to $244,904 at September
30, 1999.  Residential  mortgage loans decreased  $3,238 or 3.31 from $97,755 at
December  31,  1998,  to $94,517  at  September  30,  1999.  Construction  loans
increased  $6,780 or 19.46%  from  $34,840 at  December  31,  1998 to $41,620 at
December  31,  1999.  Consumer  loans  decreased  $41 or 0.04% from  $106,431 at
December  31,  1998,  to $106,390 at  September  30,  1999.  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  $2,346  at  December
31,1998, compared to $187 at September 30, 1999. The amount of loans outstanding
(excluding loans held for sale) is reflected in the following table.

<TABLE>
<CAPTION>
                                         September 30,      December 31,     September 30,
                                            1999               1998             1998
                                         -------------      ------------     -------------
Commercial and Commercial Real Estate
<S>                                       <C>                <C>              <C>
                                          $244,904           $211,115         $211,872
Residential Mortgage                        94,517             97,755          100,473
Construction                                41,620             34,840           31,962
Consumer                                   106,390            106,431          107,332
Tax-exempt                                   2,567              1,924            1,960
                                          --------           --------         --------
       Gross loans                         489,998            452,065          453,599
Less: Allowance for Loan Losses              8,044              7,684            7,075
                                          --------           --------         --------
                                          $481,954           $444,381         $446,524
                                          ========           ========         ========
</TABLE>


Deposits  represent the primary source of funds for the Company.  Total deposits
increased $20,974 or 3.81%,  from $551,029 at December  31,1998,  to $572,003 at
September 30, 1999.  Non-interest-bearing  deposits  increased  $8,955 or 9.06%,
from  $98,851  at  December  31,  1998,  to  $107,806  at  September  30,  1999.
Interest-bearing  deposits  increased $12,019 or 2.66% from $452,178 at December
31, 1998, to $464,197 at September 30, 1999. The Company's  deposit balances are
reflected in the following table.
<TABLE>
<CAPTION>

                                               September 30,       December 31,       September 30,
                                                   1999               1998               1998
                                               -------------       ------------       -------------
<S>                                              <C>                  <C>                <C>
Deposits:
               Non-interest-bearing              $107,806             $ 98,851           $ 80,045
               Interest-bearing                   464,197              452,178            457,960
                                                 --------             --------           --------
                         Total deposits          $572,003             $551,029           $538,005
                                                 --------             --------           --------

Total deposits/total assets                         86.86%               86.84%             85.05%
</TABLE>



<PAGE>

Borrowings  in the form of  Federal  funds,  Federal  Home  Loan  advances,  and
repurchase  agreements are acquired,  as needed, to satisfy temporary  liquidity
needs.  Overnight  repurchase  agreements  continue  to be a source of funds for
Peoples.  These funds are from businesses  with large cash balances.  Borrowings
were $22,891 at September 30, 1999, as compared to $22,918 at December 31, 1998.
This  represents a decrease of $27 or 0.12%. At September 30, 1999, the bank had
$9,491 in overnight repurchase agreements, $0 in federal funds purchased, $6,000
in  Federal  Home Loan Bank  advances,  and  $7,400 in  borrowings  through  the
Treasury Tax and Loan Note Option program.

Total  shareholders'  equity increased $3,649 or 7.01% for the nine months ended
September 30, 1999,  to $55,674 from $52,025 at December 31, 1998.  The increase
in  shareholders'  equity was the  result of net  income of  $6,800,  reduced by
dividends paid of $1,340,  net unrealized  holding losses on  available-for-sale
securities of $2,181, the repurchase of common stock of $1,736, and the exercise
of stock options of $2,106.

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 September 30, 1999,  Management  designated $0 in loans as "impaired" for the
purpose of FAS No. 114.  Management has further  determined  that all loans with
outstanding  balances  exceeding  $500,000  and  rated  as  "Doubtful"  will  be
considered  impaired.  Further, the Company evaluates all Substandard Loans with
balances exceeding $500,000 for classification as impaired.


The following table shows the composition of nonperforming loans.
<TABLE>
<CAPTION>


                                                 September 30,   December 31,    September 30,
                                                    1999            1998            1998
                                                 -------------   ------------    -------------
<S>                                                <C>             <C>             <C>
Nonperforming loans:
          Total nonaccrual loans                   $3,674          $  356          $1,879
           Loans past due more than                                                    10
           ninety days and still accruing               0             105
                                                   ------          ------          ------
         Total                                     $3,674          $  461          $1,889
                                                   ======          ======          ======
</TABLE>

<PAGE>


At  September  30,  1999,  nonperforming  loans  were  comprised  of  $3,674  of
commercial   loans,   $0  of  real  estate  loans  and  $0  of  consumer  loans.
Nonperforming  loans were  comprised of $144 of commercial  loans,  $315 of real
estate loans and $2 of consumer  loans at December 31,  1998.  At September  30,
1998,  nonperforming loans consisted of $1,562 of commercial loans, $327 of real
estate  loans  and  $0 of  consumer  loans.  Asset  quality  continues  to be an
important  area of focus for the  Company.  Nonperforming  loans as a percent of
assets were 0.56% at September  30,1999,  and 0.07% at December  31,  1998.  The
Company  maintains  asset  quality  through  the use of  well-defined  policies,
underwriting criteria, and review processes.  During the second quarter of 1999,
the bank  experienced a $750,000  charge-off on a single  commercial  loan. This
customer  also had a loan of  approximately  $3.5 million  secured by commercial
real estate that has been placed on non-accrual.

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 September 30, 1999,  the  Company's  Tier I and total  risk-based  capital
ratios were 10.82% and 12.07%,  respectively.  The Company's  leverage ratio was
8.41% at September 30, 1999. As of September 30, 1999,  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
September 30, 1999.

<PAGE>



The following table provides the capital ratios for the entities.
<TABLE>
<CAPTION>

                                            At September 30, 1999

                                                            Consolidated
                                      Bank Only               Company
<S>                                   <C>                     <C>
Total assets                          $657,039                $658,558

Risked-based assets                    526,834                 527,411

Tier I capital                          52,525                  57,067

Total risk-based capital                59,128                  63,678

Leverage ratio                            7.76%                   8.41%

Tier I risk-based capital ratio           9.97%                  10.82%

Total risk-based capital                 11.22%                  12.07%
</TABLE>


Year 2000 Compliance

Because  computer  memory was so expensive on early  mainframe  computers,  some
computer  programs used only the final two digits for the year in the date field
and assumed  that the first two digits  were "19".  As a result,  some  computer
applications  may be unable to interpret the change from year 1999 to year 2000.
In 1997, the Company  established a Year 2000 ("Y2K")  initiative to address the
issues  associated  with the Year 2000 date change.  The Company relies on third
party data processing servicers or purchased  applications software and hardware
for its technology  needs. The Company's  initiative  involves five separate and
distinct   steps   -   awareness,   assessment,   renovation,   validation   and
implementation.

The awareness phase defined the Y2K problem for  management,  and gained support
for the  resources  needed to  successfully  complete the  project.  During this
phase,  Peoples  installed a risk assessment  system,  established a Y2K project
team, and began gathering vendor  information.  The awareness  phase,  which was
completed  in  January  1998,  involved  a  complete  inventory  of all  systems
including  software,  hardware.  firmware,  and environmental.  Each item in the
inventory was assigned a system significance rating. Corporate clients were also
contacted to assess their program Year 2000 compliance. The assessment phase was
completed in April 1998.


<PAGE>

The renovation  phase consisted of ongoing  discussions and monitoring of vendor
progress  toward Y2K  compliance.  As of December 31, 1998, all of the Company's
systems  and  applications  are Year  2000  compliant.  The  final  two  phases,
validation and  implementation,  are substantially  completed,  with over 90% of
Peoples'  mission-critical  technology  solutions  tested and  accepted by their
respective business units.

Management  has  completed  business   resumption  plans  for  all  systems  and
applications  to address  any  potential  system  failures  caused by actions or
influences,  such as the failure of power or communications technologies outside
the control of the Company.  Estimated costs  associated with the Y2K initiative
total  slightly  over  $100,000.   Most  of  these  expenses  represent  capital
expenditures  for software and hardware that will be amortized  over five years.
Therefore,  management  believes that the financial impact of the Y2K initiative
is immaterial.

On the other hand,  the risks for the  Company in the event that either  certain
mission-critical  systems  are not Year 2000  compliant  or  outside  influences
prevent  Peoples'  systems from being fully  operational are  substantial.  As a
financial   institution,   Peoples'  largest  volume  of  transactions   involve
loan-related matters (such as loan origination, the acceptance of loan payments,
escrow-handling,   and  related  matters)  and  deposit  accounts  (new  account
openings, additions and withdrawals from accounts, interest crediting,  checking
account  transactions and related matters).  Peoples' inability to process these
transactions  in an  efficient  and  timely  manner  would  greatly  impact  its
operations.  No estimate is available  concerning  possible  lost revenue in the
event of a material  Year 2000  problem.  However,  such loss of  revenue  would
likely be a material amount which could have a materially  adverse effect on the
Company's financial performance and operations.

Federal and state bank regulators have reviewed the Company's plans and progress
in 1998 and early 1999 to verify that critical computer systems are modified and
tested, and that they will run smoothly when the year 2000 arrives.



<PAGE>


PART II.  OTHER INFORMATION

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

On October 27, 1999, a special  meeting of the holders of the  Company's  voting
and  non-voting  shares of common  stock  was held to  consider  and vote upon a
proposal to adopt and approve the  Affiliation  Agreement,  dated as of July 12,
1999, by and between Fifth Third Bancorp and the Company,  and the  transactions
contemplated  thereby,  including  the merger of the Company with and into Fifth
Third  Bancorp  upon the terms and  subject to the  conditions  set forth in the
Affiliation Agreement. The Proposal was approved by the following votes:
<TABLE>
<CAPTION>


                                       % of Total                    % of Total                  % of Total
Voting Shares:             For        Voting Shares     Against    Voting Shares   Abstain     Voting Shares
                         -------      -------------     -------    -------------   -------     -------------
<S>                    <C>                <C>           <C>             <C>          <C>          <C>
                         230,305          87.21%




                                       % of Total                    % of Total                  % of Total
Nonvoting Shares:          For     Nonvoting Shares     Against  Nonvoting Shares   Abstain   Nonvoting Shares
                       ---------   ----------------     -------  ----------------   -------   ----------------
                       1,799,511          63.45%        172,143         6.07%        3,650          0.13%
</TABLE>



Item 6. EXHIBITS AND REPORTS ON FORM 8-K

         A.  Exhibits -

                  27       Financial Data Schedule

         B.   Form 8-K was  filed on July 12,  1999 to  report  the  affiliation
              agreement between Fifth Third Bancorp and Peoples Bank Corporation
              of Indianapolis.



<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: November 12, 1999