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, 1996

     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 -       1,433,292 shares as of November 1, 1996
                  Voting    -       140,000 shares as of November 1, 1996




<PAGE>



                    PEOPLES BANK CORPORATION OF INDIANAPOLIS

                                      INDEX



PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheets at September 30, 1996
         and December 31, 1995 ...............................................2

         Consolidated Statements of Income for three and nine 
         months ended September 30, 1996 and 1995 ............................3

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

         Consolidated Statements of Cash Flows for nine months ended
         September 30, 1996 and 1995 .........................................5

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

Item 2.  Management's Discussion and Analysis of Results of 
          Operations and Financial Condition ..............................7-15

PART II.  OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders..................16

Item 6. Exhibits and Reports on Form 8-K ....................................16

Signatures ..................................................................17




<PAGE>

PEOPLES BANK CORPORATION OF INDIANAPOLIS
CONSOLIDATED BALANCE SHEETS
================================================================================
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
                                                                        Sept 30,            Dec 31,
                                                                          1996               1995
                                                                     ---------------     --------------
Assets

<S>                                                                         <C>                <C>    
      Cash and due from banks                                               $32,911            $23,377
      Federal funds sold                                                          0                  0
                                                                     ---------------     --------------
        Total cash and equivalents                                           32,911             23,377

      Available-for-sale securities                                          89,246            107,745

      Loans held for sale                                                     1,078              2,557
      Total loans                                                           319,075            271,093
        Allowance for loan losses                                            (4,010)            (3,290)
                                                                     ---------------     --------------
        Loans, net                                                          315,065            267,803

      Premises and equipment, net                                             8,148              8,744
      Accrued income and other assets                                         7,758              6,793
                                                                     ---------------     --------------
        Total assets                                                       $454,206           $417,019
                                                                     ===============     ==============

Liabilities

      Non interest-bearing deposits                                         $76,839            $67,966
      Interest-bearing deposits                                             319,643            283,796
                                                                     ---------------     --------------
        Total deposits                                                      396,482            351,762

      Short-term borrowings                                                   9,782             20,056
      Accrued expenses and other liabilities                                  3,800              3,565
                                                                     ---------------     --------------
        Total liabilities                                                   410,064            375,383

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 -  1,433,292 shares (1996)
                       -  1,449,992 shares (1995)                            14,778             15,334
      Retained earnings                                                      28,251             25,114
      Net unrealized gain/(loss) on available-for-sale securities               163                238
                                                                     ---------------     --------------
        Total shareholders' equity                                           44,142             41,636
                                                                     ---------------     --------------
        Total liabilities and shareholders' equity                         $454,206           $417,019
                                                                     ===============     ==============
</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
                                                                   Sept 30,                     Sept 30,
                                                              1996          1995           1996          1995
                                                          ----------------------------------------------------
Interest income
<S>                                                          <C>           <C>           <C>           <C>    
      Interest and fees on loans                             $6,737        $5,898        $19,248       $16,316
      Interest on federal funds sold                            291            88            689           191
      Interest on investments                                 1,234         1,681          3,867         6,008
                                                          ----------------------------------------------------
        Total interest income                                 8,262         7,667         23,804        22,515

Interest expense
      Interest on deposits                                    3,507         3,211          9,921         9,138
      Interest on short-term borrowings                         124           306            453         1,474
                                                          ----------------------------------------------------
        Total interest expense                                3,631         3,517         10,374        10,612
                                                          ----------------------------------------------------
Net interest income                                           4,631         4,150         13,430        11,903

Provision for loan losses                                       300           108            750           461
                                                          ----------------------------------------------------
Net interest income after
      provision for loan losses                               4,331         4,042         12,680        11,442

Other operating income
      Trust fees                                                281           349            988         1,047
      Service charge income                                     674           535          1,767         1,499
      Mortgage banking revenue                                  149            64            515           672
      Net gain (loss) on
        investments                                               0             4            (28)          (35)
      Other operating income                                    214           178            710           479
                                                          ----------------------------------------------------
        Total other operating income                          1,318         1,130          3,952         3,662

Other operating expenses
      Salaries and employee benefits                          2,080         2,192          6,024         6,467
      Occupancy expense (net)                                   395           388          1,161         1,123
      Equipment expense                                         250           296            766           902
      FDIC insurance expense                                      1           (18)             2           352
      Advertising Expense                                        78           143            347           557
      Other operating expense                                   940           759          2,654         2,387
                                                          ----------------------------------------------------
        Total other operating expenses                        3,744         3,760         10,954        11,788

Income before income taxes                                    1,905         1,412          5,678         3,316

Income Taxes                                                    544           357          1,670           740

Net income                                                   $1,361        $1,055         $4,008        $2,576
                                                          ====================================================

Net income per share (Note 3)                                 $0.86         $0.66          $2.52         $1.61
                                                          ====================================================
</TABLE>


See accompanying notes.

<PAGE>


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


                                              1996                    1995
                                          -------------            ------------

Balance at January 1                         $41,636                 $38,477

      Net Income                               4,008                   2,576

      Cash dividends                            (871)                   (826)

      Proceeds of stock offering                   0                       0

      Repurchase of common stock                (556)                   (835)

      Change in net unrealized loss on
        available-for-sale securities            (75)                    958
                                          -------------            ------------

Balance at September 30                      $44,142                 $40,350
                                          =============            ============
<PAGE>

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

<TABLE>
<CAPTION>

                                                                               Nine months ended
                                                                                    Sept 30,
                                                                          1996                     1995
                                                                     -------------            -------------
Cash flows from operating activities
<S>                                                                    <C>                         <C>   
       Net Income                                                      $   4,008                   $2,576
       Adjustments to reconcile net income to net cash
         from operating activities
       Depreciation and amortization                                         785                      972
       Provision for loan losses                                             750                      461
       Net loss on investment securities                                      27                       35
       Net amortization/(accretion) on investments                           294                      501
       Net gain on the sale of loans                                        (361)                    (254)
       Change in interest payable and other liabilities                      186                    1,368
       Change in interest receivable and other assets                       (937)                  (1,200)
       Loans originated for sale, net of sales proceeds                    1,840                   (3,373)
                                                                     -----------            -------------

               Net cash from operating activities                          6,592                    1,086
                                                                     -----------            -------------


Cash flows from investing activities
       Proceeds from maturities and principal
         reductions of investment securities                                   0                   26,518
       Proceeds from sales of available-for-sale securities                2,972                   19,985
       Proceeds from maturities of available-for-sale securities          43,746                    6,907
       Purchase of available-for-sale securities                         (28,585)                       0
       Purchase of investment securities                                       0                   (1,000)
       Loans made to customers, net of principal
         collection thereon                                              (48,153)                 (47,630)
       Property and equipment expenditures                                   (57)                    (960)
                                                                     -----------            -------------

         Net cash from investing activities                              (30,077)                   3,820
                                                                     -----------            -------------

Cash flows from financing activities
       Net change in deposits                                             44,720                    6,010
       Net change in short-term borrowings                               (10,274)                 (11,926)
       Proceeds from stock offering                                            0                        0
       Dividends paid                                                       (871)                    (826)
       Purchase of common stock                                             (556)                    (835)
                                                                     -----------             ------------

         Net cash from financing activities                               33,019                   (7,577)
                                                                     -----------             ------------

Net change in cash and cash equivalents                                    9,534                   (2,671)

Cash and cash equivalents at beginning of year                            23,377                   27,725
                                                                     -----------             ------------

Cash and cash equivalents at end of year                                 $32,911                  $25,054
                                                                     ===========             ============
</TABLE>

<PAGE>


                    Peoples Bank Corporation of Indianapolis

                   Notes to Consolidated Financial Statements
                               September 30, 1996

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 is computed  based upon the weighted  average number
of shares  outstanding  during the period which were 1,583,926 and 1,587,955 for
the three and nine months ending September 30, 1996, and 1,589,992 and 1,597,118
for the three and nine months ending September 30, 1995.

3.  Accounting Changes

         Effective  January  1,  1996,  Peoples  adopted  Financial   Accounting
Standard No. 121,  "Accounting  for the Impairment of long-lived  Assets and for
long-lived  Assets to be Disposed of."  Management  does not believe Peoples has
any material assets subject to this new Standard.

Effective  January 1, 1996,  Peoples adopted Financial  Accounting  Standard No.
122,  "Accounting  for Mortgage  Servicing  Rights." This Standard  requires the
basis of mortgage loans  originated and sold,  with  servicing  retained,  to be
allocated between the mortgage loan and the mortgage servicing right, based upon
the relative  fair value of such assets.  The effect of this Standard will be to
increase the gain, or reduce the loss,  recognized upon the sale of the mortgage
loan,  and to reduce future  servicing  fee income.  During the third quarter of
1996,  application of this Standard  resulted in  approximately  $49 thousand of
additional income upon the sale of approximately $4.7 million of mortgage loans.

Effective  January 1, 1996,  Peoples adopted Financial  Accounting  Standard No.
123, "Accounting for Stock Based  Compensation." This Standard  encourages,  but
does not  require,  entities  to use a fair value  based  method to account  for
stock-based  compensation  plans.  If  fair  value  accounting  is not  adopted,
entities  must  disclose  the  pro-forma  effect on net income and  earnings per
share, had fair value  accounting been adopted.  Stock options issued by Peoples
in 1996 are  subject  to the  requirements  of this  Standard.  Peoples  has not
accounted  for those  options  using a fair value  based  method and  intends to
disclose the  pro-forma  effect on net income and earnings per share in its 1996
annual  report.  At the end of the third  quarter,  shares issued under the plan
were non-dilutive.





<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 12 branch  locations,  a twelve  story  office in downtown
Indianapolis,  an  operations  center  and one  mortgage  origination  facility.
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 September 30, 1996, a total of 16,700 shares had been
repurchased.

The book value per share of Peoples  nonvoting  common  shares at September  30,
1996 was $28.06.  For the third  quarter,  the low  trading  price per share was
$28.50, and the high trading price per share was $34.25.


<PAGE>



Selected ratios and summary data.
                                               At or for the Nine Months Ended
                                                       September 30,
                                                 1996              1995
                                                ----               ----

Assets                                        $454,206            $422,400
Loans (includes loans held for sale)           320,153             266,555
Deposits                                       396,482             352,587
Shareholders Equity                             44,142              40,350
Book value per share                             28.06               25.38

Earnings per share                               $2.52               $1.61
Dividends per share                              $0.55               $0.54
Net Interest Margin (FTE)                        4.60%               4.32%
Return on Average Assets                         1.23%               0.81%
Return on Average Equity                        12.40%               8.68%

Average Shares Outstanding                   1,587,955           1,597,118

Total Shares Outstanding                     1,573,292           1,589,992


Net Income

Net income for the third  quarter of 1996 was $1,361  compared to $1,055 for the
third quarter of 1995. Net income for the nine months ended  September 30, 1996,
was $4,008 which  represents  an increase of 55.60% or $1,432 from net income of
$2,576 for the nine months ended  September  30, 1995.  Net income per share for
the third  quarter  1996  increased  $0.20 or 30.30% to $0.86 from $0.66 for the
third  quarter of 1995.  Net income per share for the first nine  months of 1996
was $2.52  compared to $1.61 for the first nine months of 1995.  The increase is
primarily  attributable  to increased  loan volume and fee income and  decreased
operating expenses.

Net Interest Income

Net interest income is the principal component of the 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 nine months
ended  September  30, net  interest  income was $13,430 and $11,903 for 1996 and
1995, respectively. This reflects an increase of $1,527 or 12.83%. For the third
quarter  of 1996 and 1995,  respectively,  net  interest  income  was $4,631 and
$4,150, an increase of $481 or 11.59%. During the third quarter, interest income
increased  at a faster rate than  interest  expense due to the  increase in loan
balances and improved deposit pricing.


<PAGE>

Interest  income for the nine months ended September 30, was $23,804 and $22,515
for 1996 and 1995,  respectively.  Interest income for the third quarter of 1996
and 1995,  respectively,  was $8,262 and  $7,667,  an increase of $595 or 7.76%.
Total  interest  expense was  $10,374  and  $10,612  for the nine  months  ended
September  30, 1996 and 1995,  respectively.  For the third  quarter of 1996 and
1995, respectively,  total interest expense was $3,631 and $3,517 an increase of
$114 or 3.24%.

Interest and fees on loans  increased  from $16,316 for the first nine months of
1995 to $19,248  for that period in 1996,  an increase of $2,932 or 17.97%.  For
the third  quarter of 1996 and 1995,  respectively,  interest  and fees on loans
were $6,737 and  $5,898,  an increase  of $839 or 14.23%.  These  increases  are
attributable to an increase in interest on loans  outstanding.  Total loans were
$266,555 at September  30, 1995,  compared to $320,153 at September 30, 1996, an
increase of 20.11%.

The Company's net interest margin, or margin on earning assets,  increased 0.31%
from 4.07% for the first nine  months of 1995 to 4.38% for the first nine months
of 1996. On a tax equivalent  basis, the Company's net interest margin was 4.32%
and 4.60%,  respectively,  for those  periods.  For the third  quarter,  the net
interest  margin  increased  0.12% from 4.20% in 1995 to 4.32% in 1996. On a tax
equivalent  basis,  the Company's net interest margin was 4.44 and 4.53% for the
third quarters of 1995 and 1996, respectively.

Provision & Allowance for Loan Losses

The  provision  for loan  losses was $750 for the first  nine  months of 1996 as
compared  to $461 for the first  nine  months of 1995,  an  increase  of $289 or
62.69%.  The loan loss  provision  for the third quarter of 1996 was $300 versus
$108 for the third  quarter of 1995.  The allowance for loan losses at September
30,  1996,  was $4,010 or 1.25% of total  loans  compared  to $3,290 or 1.20% of
total loans at December 31, 1995. Gross charge-offs during the first nine months
of 1996 were $96 and recoveries were $65.

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 indicates that
the  allowance  for loan  losses at  September  30,  1996,  is adequate to cover
potential  losses on identified  loans with credit problems and potential losses
on the remaining loan  portfolio  based on historical  percentages.  Peoples has
made an effort to increase the allowance  through increases in the provision for
loan  losses in order to  increase  the ratio of the  allowance  to total  loans
rather than due to any specific decrease in credit quality.

<PAGE>

Other Operating Income

Non-interest  income totaled $3,952 for the first nine months of 1996,  compared
to $3,662 for that period of 1995,  an  increase of $290 or 7.92%.  Non-interest
income  was  $1,318  and  $1,130  for  the  third  quarters  of 1996  and  1995,
respectively, an increase of $188 or 16.64%. Trust fees were $988 and $1,047 for
the first  nine  months of 1996 and 1995,  respectively,  a  decrease  of $59 or
5.64%.   Trust  fees  were  down  due  to  a  decrease  in  income  from  estate
administration.

Service  charges on deposit  accounts,  which comprise the largest  component of
non-interest  income,  were up for the first nine  months of 1996 and up for the
third  quarter of 1996 when  compared  with the same  periods  of 1995.  Service
charge  income was $1,767 for the nine  months  ended  September  30,  1996,  an
increase of $268 or 17.88%,  from  $1,499 for the same  period in 1995.  For the
three month periods  ending  September 30, 1996 and 1995,  service charge income
was $674 and $535 respectively,  an increase of $139 or 25.98%. During the third
quarter of 1996,  the bank  implemented  a fee for the use of the bank's ATMs by
non-customers.  This fee resulted in income of $54 during the quarter.  Peoples'
Product and Pricing Committee continually monitors service charge fees and makes
necessary  adjustments to ensure that Peoples remains  competitively priced with
other local banking institutions.

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 nine  months of 1996 was $515,  reflecting  a decrease  of $157 or 23.36%,
compared to $672 for the same period in 1995.  Mortgage  banking revenue for the
third quarter of 1996 and 1995,  respectively,  was $149 and $64, an increase of
$85 or 132.81%.  A gain of $380 was recognized  during the first quarter of 1995
on the sale of $34  million in  mortgage  servicing  rights.  Implementation  of
Financial  Accounting  Standard  No. 122,  "Accounting  for  Mortgage  Servicing
Rights"  accounted  for $163  additional  recorded  income during the first nine
months of 1996 and $49 during the third quarter of 1996.

Other  operating  income was up for the first nine months of 1996 and up for the
third  quarter  of 1996  when  compared  with the same  periods  of 1995.  Other
operating  income was $710 for the nine months  ended  September  30,  1996,  an
increase of $231 or 48.22% from $479 for the same period in 1995.  For the three
month periods ended September 30, 1996 and 1995, other operating income was $214
and $178 respectively,  an increase of $36, or 20.22%. One significant factor in
fee  income has been the  merchant  credit  card  business,  from which  Peoples
derives fee income from merchant customers who accept credit cards in the course
of retail  operations  and who have  payment in  respect of such cards  remitted
directly to their accounts at Peoples.  

<PAGE>

Other Operating Expenses

Total other operating  expenses were $10,954 for the nine months ended September
30,  1996,  compared  with  $11,788 for that period in 1995.  This  represents a
decrease of $834, or 7.08%. Total other operating expenses for the third quarter
of 1996 and 1995,  respectively,  were $3,744 and  $3,760,  a decrease of $16 or
0.43%. During the third quarter of 1995, the bank examined its expense structure
and recommended steps to decrease overall  non-interest  expense. As a result of
these  recommendations,  salaries and employee benefits expenses decreased $443,
or 6.85%,  to $6,024 for the first nine months of 1996 from $6,467 for the first
nine months of 1995. These expenses  decreased $112, or 5.11%, to $2,080 for the
third  quarter  of  1996  compared  to  $2,192  for the  same  period  in  1995.
Implementation  of  Financial  Accounting  Standard  No. 91 has  resulted in the
deferral of $99 in salary  expense during the first nine months of 1996, and $50
during the third quarter of 1996.  The Company  continues to evaluate  operating
processes  and  procedures  to reduce  operating  expense,  and will continue to
evaluate  the need for  personnel  in all areas of the  Company in  relation  to
increases in non-interest  income,  peer group comparisons,  and interest income
generated.

Occupancy  expense was $1,161 for the first nine months of 1996,  an increase of
$38 or 3.38% from  $1,123 for the first nine months of 1995.  Occupancy  expense
was $395 for the third quarter of 1996, an increase of $7 or 1.80% from $388 for
the same  period in 1995.  The  increase  is in part  associated  with  expenses
relating to the opening in 1995 of a branch banking facility near the Washington
Square Shopping Center on the east side of Indianapolis. Equipment expenses were
$766 and $902,  for the first  nine  months  of 1996 and 1995,  respectively,  a
decrease of $136 or 15.08%.  Equipment expenses were $250 and $296 for the third
quarter of 1996 and 1995,  respectively,  a decrease of $46 or 15.54%. Decreases
in equipment expense are primarily due to decreases in depreciation expense.

FDIC insurance  expense was $1 and ($18) for the third quarter of 1996 and 1995,
respectively.  The FDIC  determined  that the Bank Insurance Fund was adequately
capitalized  as of May 31, 1995.  As a result,  insurance  premiums were reduced
from $0.23 of $100 of insured  deposits on an annual basis to a flat fee of $500
per quarter.

Advertising  expenses were $347 and $557,  for the first nine months of 1996 and
1995, respectively, a decrease of $210 or 37.70%. For the third quarter of 1996,
advertising expenses were $78, a decrease of $65, or 45.45% over the same period
in 1995.  Other  operating  expenses  were  $2,654 and $2,387 for the first nine
months of 1996 and 1995,  respectively,  an increase of $267 or 11.19%.  For the
third quarter of 1996 and 1995, respectively, other operating expenses were $940
and $759, an increase of $181, or 23.85%.


<PAGE>

Income Taxes

Income  taxes were  $1,670  for the first  nine  months of 1996 and $740 for the
first nine months of 1995. On a quarterly comparison, income taxes were $544 for
the third quarter of 1996 and $357 for the third  quarter of 1995.  The increase
in taxes can be primarily attributed to increased profitability.


Balance sheet

Total assets were $454,206 at September  30, 1996,  and $417,019 at December 31,
1995,  an increase of $37,187.  The portfolio of  available-for-sale  securities
decreased  from $107,745 at December 31, 1995, to $89,246 at September 30, 1996,
a decrease of $18,499 or 17.16%.  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 nine months of 1996 from $271,093 at December
31,  1995,  to $319,075 at  September  30,  1996.  This  reflects an increase of
$47,982, or 17.70%. Commercial loans increased $38,038 or 38.85% from $97,914 at
December 31, 1995, to $135,952 at September 30, 1996.  Real estate loans,  which
consist of construction loans and permanent mortgages, decreased $9,740 or 9.29%
from $104,817 at December 31, 1995,  to $95,077 at September 30, 1996.  Consumer
loans increased $4,760 or 7.20% from $66,132 at December 31, 1995, to $70,892 at
September  30,  1996.  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 $2,557 at December 31, 1995,  compared to $1,078 at September
30, 1996. The amount of loans  outstanding  (excluding  loans held for sale) are
reflected in the following table.

                                   September 30,    December 31,   September 30,
                                       1996           1995             1995
                                    --------        --------         --------
Real Estate                         $ 95,077        $104,817         $ 76,633
Commercial                           135,952          97,914          116,271
Consumer                              70,892          66,132           67,003
Tax exempt                             2,154           2,230            2,260
Loans to Depository Institutions      15,000               0                0
                                    --------        --------         --------
                                                                    
Total Loans                          319,075         271,093          262,167
Less:  Allowance for Loan Losses       4,010           3,290            3,312
                                    --------        --------         --------
Net Loans                           $315,065        $267,803         $258,855
                                    ========        ========         ========
                                                                   
Deposits  represent the primary source of funds for the Company.  Total deposits
increased $44,720 or 12.71%,  from $351,762 at December 31,1995,  to $396,482 at
September 30, 1996.  Non-interest-bearing  deposits increased $8,873, or 13.06%,
from  $67,966  at  December  31,  1995,   to  $76,839  at  September  30,  1996.
Interest-bearing  deposits  increased  $35,847,  or  12.63%,  from  $283,796  at
December  31,  1995,  to  $319,643  and  September  30,  1996.   The  growth  is
attributable  in  part  to a  large  CD  campaign  in  June  1996  which  raised
approximately $12 million.  Despite strong loan growth, the ratio of deposits to
assets  continued to increase,  demonstrating  reduced  reliance on  non-deposit
sources  of  funding.  The  Company's  deposit  balances  are  reflected  in the
following table.



                                     September 30,   December 31,  September 30,
                                         1996           1995           1995
                                      --------       --------       --------
Deposits:                                                         
                                                                  
         Non-interest-bearing         $ 76,839       $ 67,966       $ 63,326
                                                                  
            Interest-bearing           319,643        283,796        289,261
                                      --------       --------       --------
                                                                  
                  Total deposits      $396,482       $351,762       $352,587
                                      ========       ========       ========
                                                                  
Total deposits/total assets              87.29%         84.35%         83.47%
                                                               

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 $9,782 at September 30, 1996, as compared to
$20,056 at December 31, 1995. This represents a $10,274 or a decrease of 51.22%.
At September 30, 1996, all short-term  borrowings were in the form of repurchase
agreements from corporate customers.

Total  shareholders'  equity increased $2,506 or 6.02% for the nine months ended
September 30, 1996, to $44,142,  from $41,636 at December 31, 1995. The increase
in shareholders'  equity was the result of net income of $4,008,  less dividends
paid of $871.  The adoption of FAS No. 115 resulted in a $75 decrease in equity,
which  was  attributable  to  the  net  unrealized  loss  on  available-for-sale
securities. Equity was also reduced by the repurchase of $556 of common stock.


<PAGE>

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, 1996,  Management  designated $1,648 in loans as "impaired" for
the  purpose  of FAS  No.  114.  Management  has  further  determined  that  all
commercial non-accrual loans will be considered as impaired.

The following table shows the composition of nonperforming loans.

                                      September 30,  December 31,  September 30,
                                         1996           1995           1995
                                        ------         ------         ------
Nonperforming loans:                                               
                                                                   
         Total nonaccrual loans         $  384         $  838         $  848
                                                                   
         Loans past due more than           92            445            336
           90 days and still accruing   ------         ------         ------
         Total                          $  476         $1,283         $1,184
                                        ======         ======         ======
                                                               
Historically,   commercial   loans  have   constituted  the  majority  of  total
nonperforming loans at Peoples. At September 30, 1996,  nonperforming loans were
comprised  of $121 of  commercial  loans,  $307 of real estate  loans and $48 of
consumer loans.  Nonperforming loans were comprised of $533 of commercial loans,
$750 of real estate  loans and $0 of consumer  loans at December  31,  1995.  At
September 30, 1995,  nonperforming  loans consisted of $918 of commercial loans,
$178 of real estate loans and $88 of consumer loans.

Asset  quality  continues  to be an  important  area of focus  for the  Company.
Nonperforming loans as a percent of assets were 0.10% at September 30, 1996, and
0.31% at December 31, 1995. The Company  maintains asset quality through the use
of well-defined policies, underwriting criteria, and review processes.

Capital

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

As of September 30, 1996,  the  Company's  Tier I and total  risk-based  capital
ratios were 13.74% and 14.99%,  respectively.  The Company's  leverage ratio was
9.71% at September 30, 1996. As of September 30, 1996,  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, 1996.

The following table provides the capital ratios for the entities.

                                              At September 30, 1996

                                                              Consolidated
                                        Bank Only               Company
                                        ---------             ------------

Total assets                             $449,763              $454,206
                                                        
Risked-based assets                       318,256               319,858
                                                        
Tier I capital                             36,777                44,142
                                                        
Total capital                              40,787                48,152
                                                        
Leverage ratio                              8.21%                 9.71%
                                                        
Tier I risk-based capital ratio            11.55%                13.74%
                                                        
Total risk-based capital ratio             12.81%                14.99%
                                                       

PART II.  OTHER INFORMATION

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

         A.  Exhibits 
                 Exhibit 27 - Financial Data Schedule

         B.  Form 8-K - None to be reported.





<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
                                                  President and Chief Executive
                                                  Officer

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



                                            DATE:  November 12, 1996