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 March 31, 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 -       1,430,962 shares as of May 5, 1997
                  Voting    -         140,000 shares as of May 5, 1997



<PAGE>

                    PEOPLES BANK CORPORATION OF INDIANAPOLIS

                                      INDEX



PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

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

         Consolidated Statements of Income for three months
         ended March 31, 1997 and 1996...................................... 3

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

         Consolidated Statements of Cash Flows for three months
         ended March 31, 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>
                                                               March 31,      December 31
                                                                 1997            1996
Assets

<S>                                                            <C>             <C>
      Cash and due from banks                                  $ 21,767        $ 32,252
      Federal funds sold                                         19,800               0
                                                               --------        --------
        Total cash and equivalents                               41,567          32,252

      Available-for-sale securities                              91,179          94,589
      Investment securities                                           0               0
        (Estd market values of $53,335 and $67,086)
      Mortgage-backed investments                                     0               0
        (Estd market values of  $40,180 and $43,217)

      Loans held for sale                                           339             421
      Total loans                                               344,716         332,953
        Allowance for loan losses                                (4,514)         (3,900)
                                                               --------        --------
        Loans, net                                              340,202         329,053

      Premises and equipment, net                                 7,738           7,923
      Accrued income and other assets                             7,355           7,240
                                                               --------        --------
        Total assets                                           $488,380        $471,478
                                                               ========        ========

Liabilities

      Non interest-bearing deposits                            $ 75,560        $ 83,911
      Interest-bearing deposits                                 351,300         327,894
                                                               --------        --------
        Total deposits                                          426,860         411,805

      Short-term borrowings                                      11,303          10,266
      Accrued expenses and other liabilities                      4,058           4,058
                                                               --------        --------
        Total liabilities                                       442,221         426,129

Shareholders' equity Common shares, no par value:
      Authorized:
        Voting - 300,000 shares
        Nonvoting - 4,000,000 shares
      Issued:
        Voting - 140,000 shares                                     950             950
        Nonvoting -  1,430,962 shares (1997)
                  -  1,433,212 shares (1996)                     14,690          14,775
      Retained earnings                                          30,460          29,338
      Net unrealized gain/(loss) on
          available-for-sale securities                              59             286
                                                               --------        --------
        Total shareholders' equity                               46,159          45,349
                                                               --------        --------
        Total liabilities and shareholders' equity             $488,380        $471,478
                                                               ========        ========
</TABLE>

See accompanying notes


<PAGE>


PEOPLES BANK CORPORATION OF INDIANAPOLIS
CONSOLIDATED STATEMENTS OF INCOME
(Dollar amounts in thousands, except per share data)
================================================================================
                                               Three months ended
                                                   March  31,
                                               1997          1996
                                             -------       -------
Interest income
      Interest and fees on loans             $ 7,176       $ 6,185
      Interest on federal funds sold             220            98
      Interest on investments                  1,336         1,369
                                             -------       -------
        Total interest income                  8,732         7,652

Interest
      Interest on deposits                     3,632         3,161
      Interest on short-term borrowings          120           179
                                             -------       -------
        Total interest expense                 3,752         3,340
                                             -------       -------
Net interest income                            4,980         4,312

Provision for loan losses                        400           150
                                             -------       -------
Net interest income after
      provision for loan losses                4,580         4,162

Other operating income
      Trust fees                                 371           353
      Service charge income                      705           530
      Mortgage banking revenue                   127           175
      Net gain (loss) on
        investments                               (1)          (27)
      Other operating income                     201           231
                                             -------       -------
        Total other operating income           1,403         1,262

Other operating expenses
      Salaries and employee benefits           2,130         1,941
      Occupancy expense (net)                    434           390
      Equipment expense                          263           261
      FDIC insurance expense                       0             0
      Advertising Expense                        124           135
      Other operating expense                    902           821
                                             -------       -------
        Total other operating expenses         3,853         3,548

Income before income taxes                     2,130         1,876

Income Taxes                                     677           565

Net income                                   $ 1,453       $ 1,311
                                             =======       =======
Net income per share (Note 3)                $  0.92       $  0.82
                                             =======       =======

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                            1,453       1,311

      Cash dividends                         (329)       (286)

      Repurchase of common stock              (85)          0

      Change in net unrealized loss on
        available-for-sale securities        (229)        (83)
                                         --------    --------
Balance at March 31                      $ 46,159    $ 42,578
                                         ========    ========


<PAGE>


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

<TABLE>
<CAPTION>
                                                                         Three months ended
                                                                              March 31,
                                                                         1997        1996
                                                                       --------    --------
Cash flows from operating activities
<S>                                                                    <C>         <C>
            Net Income                                                 $  1,453    $  1,311
            Adjustments to reconcile net income to net cash
              from operating activities
            Depreciation and amortization                                   298         261
            Provision for loan losses                                       400         150
            Net loss on investment securities                                 1          26
            Net amortization/(accretion) on investments                      43          62
            Net gain on the sale of loans                                   (66)       (128)
            Change in interest payable and other liabilities                  0        (513)
            Change in interest receivable and other assets                 (140)        368
            Loans originated for sale, net of sales proceeds                148      (1,035)
                                                                       --------    --------
                    Net cash from operating activities                    2,137         502
                                                                       --------    --------

Cash flows from investing activities
           Proceeds from maturities and principal
             reductions of investment securities                              0           0
           Proceeds from sales of available-for-sale securities               0       2,971
           Proceeds from maturities of available-for-sale securities     11,072      18,343
           Purchase of available-for-sale securities                     (8,082)     (9,910)
           Loans made to customers, net of principal
             collection thereon                                         (11,550)     (6,119)
           Property and equipment expenditures                               60          60
                                                                       --------    --------
             Net cash from investing activities                          (8,500)      5,345
                                                                       --------    --------
Cash flows from financing activities
           Net change in deposits                                        15,055       1,948
           Net change in short-term borrowings                            1,037       6,562
           Dividends paid                                                  (329)       (286)
           Purchase of common stock                                         (85)          0
                                                                       --------    --------
             Net cash from financing activities                          15,678      (4,900)
                                                                       --------    --------
Net change in cash and cash equivalents                                   9,315         947
                                                                       --------    --------
Cash and cash equivalents at beginning of year                           32,252      23,377
                                                                       --------    --------
Cash and cash equivalents at March 31                                  $ 41,567    $ 24,324
                                                                       ========    ========
</TABLE>

<PAGE>

                    Peoples Bank Corporation of Indianapolis


                   Notes to Consolidated Financial Statements
                                 March 31, 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  1,571,837  for the three
months  ending March 31, 1997,  and  1,589,992 for the three months ending March
31, 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 March 31, 1997,  a total of 19,030  shares had been
repurchased at an average price of $33.82.






<PAGE>




The book value per share of Peoples  nonvoting  common shares at March 31, 1997,
was $29.38.  For the first  three  months,  the low trading  price per share was
$35.00, and the high trading price per share was $44.50.

On March 20, 1997,  Peoples  declared a cash  dividend in the amount of $.21 per
share,  payable April 25, 1997, to  shareholders  of record March 31, 1997. This
dividend  represents a 5% increase over the fourth  quarter 1996 dividend and is
the third  consecutive  quarter in which  Peoples  has  declared  an increase in
dividends.

Selected ratios and summary data.

                                               At or for the Three Months Ended
                                                          March  31,
                                                    1997               1996
                                               -------------      -------------


Assets                                         $  488,380      $  412,889

Loans (includes loans held for sale)              345,055         280,947

Deposits                                          426,860         353,711

Shareholders Equity                                46,159          42,578

Book value per share                                29.38           26.78


Earnings per share                             $     0.92      $     0.82

Dividends per share                            $     0.21      $     0.18
                                                              
Net Interest Margin (FTE)                            4.70%           4.67%
                                                             
Return on Average Assets                             1.31%           1.27%
                                                             
Return on Average Equity                            13.36%          12.49%
                                                            

Average Shares                                  1,571,837       1,589,992


Total Shares                                    1,570,962       1,589,992




Net Income

Net income for the first  quarter of 1997 was $1,453  compared to $1,311 for the
first quarter of 1996,  an increase of 10.83% or $142.  Net income per share for
the first  quarter  1997  increased  $0.10 or 12.19% to $0.92 from $0.82 for the
first  quarter  of  1996.  The  increase  in  net  income  is   attributable  to
significantly  higher net interest income and non-interest income in addition to
slower growth 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 three months
ended  March 31,  net  interest  income was $4,980 and $4,312 for 1997 and 1996,
respectively. This reflects an increase of $668 or 15.49%.

Interest  income for the three  months ended March 31, was $8,732 and $7,652 for
1997 and 1996,  respectively.  Total interest  expense was $3,752 and $3,340 for
the three months ended March 31, 1997, and 1996, respectively.






<PAGE>

Interest and fees on loans  increased  from $6,185 for the first three months of
1996 to $7,176 for that period in 1997,  an  increase  of $991 or 16.02%.  These
increases are attributable to an increase in loans outstanding. Total loans were
$280,947 at March 31, 1996,  compared to $345,055 at March 31, 1997, an increase
of of $64,108 or 22.82%.

The Company's net interest margin, or margin on earning assets,  increased 0.09%
from  4.43% for the  first  three  months  of 1996 to 4.52% for the first  three
months of 1997. On a tax equivalent basis, the Company's net interest margin was
4.67% and 4.70%,  respectively,  for those periods. The increase in 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 $400 for the first  three  months of 1997 as
compared  to $150 for the first  three  months of 1996,  an  increase of $250 or
166.67%. The allowance for loan losses at March 31, 1997, was $4,514 or 1.31% of
total loans  compared to $3,900 or 1.17% of total  loans at December  31,  1996.
Gross  charge-offs  during the first three months of 1997 were $1 and recoveries
were $215.

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 March 31, 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.

Other Operating Income

Non-interest  income totaled $1,403 for the first three months of 1997, compared
to $1,262 for that period of 1996,  an  increase  of $141 or 11.17%.  Trust fees
were $371 and $353 for the first three months of 1997 and 1996, respectively, an
increase of $18 or 5.10%.

Service  charges on deposit  accounts,  which comprise the largest  component of
non-interest  income,  were up for the first three months of 1997  compared with
the same periods of 1996.  Service  charge  income was $705 for the three months
ended March 31,  1997,  an  increase  of $175 or 33.02%,  from $530 for the same
period in 1996.  The increase in service charge income follows a revision of the
bank's pricing schedule during the fourth quarter of 1996 for services  provided
to  customers  of the bank's  branches.  Prices  were  competitive  in the local
market.


<PAGE>

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  three  months of 1997 was $127,  reflecting  a decrease of $48 or 27.43%,
compared to $175 for the same period in 1996.  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 first quarter of
1996, the bank originated  $9.3 million in loans sold into the secondary  market
and $5.8 million in adjustable rate mortgages  retained by the bank.  During the
first quarter of 1997, the bank  originated  $2.4 million in loans sold into the
secondary  market and $9.3 million in adjustable rate mortgages  retained by the
bank.

Other operating  income  decreased during the first three months of 1997 to $201
from $231 for the same period in 1996, a decrease of $30 or 12.99%.

Other Operating Expenses

Total other operating  expenses were $3,853 for the three months ended March 31,
1997,  compared with $3,548 for that period in 1996. This represents an increase
of $305, or 8.60%.  Salary and employee benefit expense was $2,130 for the first
three  months of 1997,  an  increase  of $189 or 9.74%  from 1,941 for the first
three months of 1996. The increase was primarily  associated with an increase in
headcount and in salary and wage rate increases.

Occupancy  expense was $434 for the first three  months of 1997,  an increase of
$44, or 11.28% from $390 for the first three months of 1996.  Equipment expenses
were $263 and $261,  respectively,  for the first three months of 1997 and 1996,
an increase of $2 or 0.77%.

Advertising  expenses were $124 and $135, for the first three months of 1997 and
1996,  respectively,  a decrease of $11 or 8.15%.  Other operating expenses were
$902 and $821 for the first  three  months of 1997 and  1996,  respectively,  an
increase of $81 or 9.86%.


Income Taxes

Income taxes were $677 for the first three months of 1997 and $565 for the first
three  months of 1996.  The  increase in taxes can be  primarily  attributed  to
increased profitability.


<PAGE>

Balance sheet

Total assets were $488,380 at March 31, 1997, and $471,478 at December 31, 1996,
an increase of $16,092. The portfolio of available-for-sale securities decreased
from $94,589 at December  31, 1996,  to $91,179 at March 31, 1997, a decrease of
$3,410 or 3.61%.  The decline in the portfolio was attributable to the return of
principal from available-for-sale securities in the form of amortization, calls,
maturities  and sales.  Total loans,  excluding  loans held for sale,  increased
during the first three months of 1997 from  $332,953 at December  31,  1996,  to
$344,716  at March 31,  1997.  This  reflects  an  increase of $11,763 or 3.53%.
Commercial  loans decreased  $5,524 or 3.52% from $156,755 at December 31, 1996,
to $151,231 at March 31, 1997. Real estate loans,  which consist of construction
loans and  permanent  mortgages,  increased  $5,785  or 5.85%  from  $98,891  at
December  31,  1996,  to $104,676 at March 31, 1997.  Consumer  loans  increased
$5,851 or 7.78% from $75,187 at December 31, 1996, to $81,038 at March 31, 1997.
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 $339 at March 31,  1997.  The amount of loans
outstanding  (excluding  loans  held for sale) are  reflected  in the  following
table.

                                    March 31,     December 31,      March 31,
                                      1997            1996            1996
                                    --------        --------        --------
Real Estate                         $104,676        $ 98,891        $105,413
Commercial                           151,231         156,755         105,034
                                                                 
Consumer                              81,038          75,187          64,840
Tax exempt                             2,110           2,120           2,200
                                                                 
Loans to Depository Institutions       6,000               0               0
                                    --------        --------        --------
                                                                 
Total Loans                          345,055         332,953         277,487
Less:  Allowance for Loan Losses       4,514           3,900           3,418
                                    --------        --------        --------
Net Loans                           $340,541        $329,053        $274,069
                                    ========        ========        ========
                                                              
Deposits  represent the primary source of funds for the Company.  Total deposits
increased $15,055 or 3.66%,  from $411,805 at December  31,1996,  to $426,860 at
March 31, 1997.  Non-interest-bearing  deposits decreased $8,351, or 9.95%, from
$83,911 at  December  31,  1996,  to $75,560 at March 31,  1997.  The  Company's
deposit balances are reflected in the following table.

<PAGE>


                                       March 31,   December 31,    March 31,
                                         1997          1996          1996
                                       --------      --------      --------
Deposits:

         Non-interest-bearing          $ 75,560      $ 83,911      $ 62,596

            Interest-bearing            351,300       327,894       291,115
                                       --------      --------      --------

                  Total deposits       $426,860      $411,805      $353,711
                                       ========      ========      ========

Total deposits/total assets               87.40%        87.34%        85.67%


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 $11,303 at March 31, 1997, as compared to
$10,266 at December 31, 1996.  This  represents an increase of $1,037 or 10.10%.
At March 31, 1997,  all  short-term  borrowings  were in the form of  repurchase
agreements.

Total  shareholders'  equity  increased $810 or 1.79% for the three months ended
March 31, 1997, to $46,159,  from $45,349 at December 31, 1996.  The increase in
shareholders' equity was the result of net income of $1,453, less dividends paid
of $329.  The  adoption of FAS No. 115  resulted  in a $229  decrease in equity,
which  was  attributable  to  the  net  unrealized  loss  on  available-for-sale
securities associated with an increase in the level of interest rates during the
quarter. Equity was also reduced by the repurchase of $85 of common stock.

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 March 31, 1997,  Management  designated $1,573 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.


<PAGE>

The following table shows the composition of nonperforming loans.



                                     March 31,     December 31,   March 31,
                                       1997           1996           1996
                                       ----           ----           ----
Nonperforming loans:                                             
                                                                 
    Total nonaccrual loans             $220           $234           $438
    Loans past due more than                                     
      90 days and still accruing        407             49            185
                                       ----           ----           ----
                                                                 
    Total                              $627           $283           $623
                                       ====           ====           ====
                                                             
Historically,   commercial   loans  have   constituted  the  majority  of  total
nonperforming  loans at Peoples.  At March 31,  1997,  nonperforming  loans were
comprised  of $478 of  commercial  loans,  $148 of real  estate  loans and $1 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
March 31, 1996,  nonperforming loans consisted of $121 of commercial loans, $475
of real estate loans and $27 of consumer loans.

Asset  quality  continues  to be an  important  area of focus  for the  Company.
Nonperforming  loans as a percent of assets  were 0.13% at March 31,  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.


<PAGE>

As of March 31, 1997,  the Company's Tier I and total risk- based capital ratios
were 12.81% and 14.06%, respectively.  The Company's leverage ratio was 9.43% at
March 31,  1997.  As of March 31,  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
March 31, 1997.

The following table provides the capital ratios for the entities.

                                           At March 31, 1997
                                                           Consolidated
                                      Bank Only               Company



Total assets                           $484,386               $488,380
                                                         
                                                         
Risked-based assets                     358,270                359,750
                                                         
                                                         
Tier I capital                           38,863                 46,080
                                                         
                                                         
Total capital                            43,342                 50,577
                                                         
Leverage ratio                             8.13%                  9.43%
                                                         
                                                         
Tier I risk-based capital ratio           10.85%                 12.81%
                                                         
                                                         
Total risk-based capital ratio            12.10%                 14.06%
                                                   

<PAGE>


PART II.  OTHER INFORMATION

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

The  Company's  Annual  Meeting of  Shareholders  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.  

                                            Votes                   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




At the annual meeting, the voting shareholders also ratified the Directors Stock
Option Plan with  87,656  shares  voting in favor of the plan and 13,220  shares
voting against.  There were no abstentions or broker non-votes.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

         A.   Exhibits - None to be reported.

         B.   Form 8-K - No reports on Form 8-K were filed during the quarter
              ended March 31, 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: May 6, 1997