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, 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 -       2,713,524 shares as of May 7, 1999
                  Voting    -         264,096 shares as of May 7, 1999




<PAGE>


                    PEOPLES BANK CORPORATION OF INDIANAPOLIS

                                      INDEX



PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements



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

          Consolidated Statements of Income for the three months ended
          March 31, 1999 and 1998 ..........................................   3

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

          Consolidated  Statements  of Cash Flows for the three months
          ended March 31, 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)
                                                      March 31,    December 31,
                                                        1999           1998
                                                     ---------      ---------
Assets

      Cash and due from banks                           20,699      $  30,336
      Federal funds sold                                 4,000          4,800
                                                     ---------      ---------
        Total cash and equivalents                      24,699         35,136

      Available-for-sale securities                    146,861        132,216

      Loans held for sale                                1,575          2,346
      Total loans                                      464,798        452,065
        Allowance for loan losses                       (8,263)        (7,684)
                                                     ---------      ---------
        Loans, net                                     456,535        444,381

      Premises and equipment, net                        8,031          8,105
      Accrued income and other assets                   12,744         12,321
                                                     ---------      ---------
        Total assets                                 $ 650,445      $ 634,505
                                                     =========      =========

Liabilities

      Non interest-bearing deposits                  $  91,837      $  98,851
      Interest-bearing deposits                        473,894        452,178
                                                     ---------      ---------
        Total deposits                                 565,731        551,029

      Borrowings                                        24,595         22,918
      Accrued expenses and other liabilities             7,683          8,533
                                                     ---------      ---------
        Total liabilities                              598,009        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 - 2,736,716 shares (1999)
                  - 2,758,794 shares (1998)             10,561         11,384

      Retained earnings                                 40,554         39,008
      Accumulated other comprehensive income               425            737
                                                     ---------      ---------
        Total shareholders' equity                      52,436         52,025
                                                     ---------      ---------
        Total liabilities and shareholders' equity   $ 650,445      $ 634,505
                                                     =========      =========

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,
                                                          1999         1998
                                                        --------     --------
Interest income
      Loans, including related fees                     $  9,434     $  9,008
      Federal funds sold                                      98          105
      Securities                                           2,060        2,388
        Total interest income                             11,592       11,501

Interest expense
      Deposits                                             5,100        5,225
      Borrowings                                             255          162
                                                        --------     --------
        Total interest expense                             5,355        5,387
                                                        --------     --------
Net interest income                                        6,237        6,114
Provision for loan losses                                    500        3,000
                                                        --------     --------

Net interest income after provision for loan losses        5,737        3,114

Non-interest income
      Trust and Investment Management                        742          504
      Service charges and fees                               622          658
      Mortgage banking revenue                               178          179
      Net gain/(loss) on securities                            6            6
      Other                                                  240          213
                                                        --------     --------
        Total non-interest income                          1,788        1,560

Non-interest expense
      Salaries and employee benefits                       2,723        2,617
      Occupancy (net)                                        431          372
      Equipment                                              407          380
      Other                                                  983        1,318
                                                        --------     --------
        Total non-interest expense                         4,544        4,687
                                                        --------     --------

Income before income taxes                                 2,981          (13)
Income tax expense                                         1,000          (68)
                                                        --------     --------

Net income                                              $  1,981     $     55
                                                        ========     ========
Per share data
      Earnings per share                                $   0.66     $   0.02
                                                        ========     ========
      Earnings per share, assuming dilution             $   0.64     $   0.02
                                                        ========     ========

See accompanying notes.




<PAGE>

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


                                                      1999          1998
                                                    --------      --------

Balance at January 1                                $ 52,025      $ 48,817

      Comprehensive income
           Net income                                  1,981            55
           Change in net unrealized gain/(loss)         (312)           13
                                                    --------      --------
                Total comprehensive income             1,669            68

      Cash dividends                                    (435)         (385)

      Exercise of stock options                           83             3

      Redemption of common stock                        (906)           (5)


                                                    --------      --------
Balance at March 31                                 $ 52,436      $ 48,498
                                                    ========      ========



<PAGE>

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

                                                                       Three months ended
                                                                            March 31,
                                                                       1999          1998
                                                                     --------      --------
<S>                                                                  <C>           <C>     
Cash flows from operating activities
       Net Income                                                    $  1,981      $     55
       Adjustments to reconcile net income to net cash
         from operating activities
       Depreciation and amortization                                      263           300
       Provision for loan losses                                          500         3,000
       Net (gain)/loss on securities                                       (6)           (6)
       Net amortization/(accretion) on investments                         (4)           20
       Net change in
          Interest receivable and other assets                           (217)       (3,357)
          Interest payable and other liabilities                         (850)          836
          Loans held for sale                                             771        (1,538)
                                                                     --------      --------
               Net cash from operating activities                       2,438          (690)

Cash flows from investing activities
       Proceeds from maturities of available-for-sale securities       28,794        13,038
       Purchase of available-for-sale securities                      (43,946)      (12,692)
       Loans made to customers, net of principal
         collections thereon                                          (12,654)      (13,735)
       Property and equipment expenditures, net                          (189)         (369)
                                                                     --------      --------
         Net cash from investing activities                           (27,995)      (13,758)

Cash flows from financing activities
       Net change in deposits                                          14,702        22,573
       Net change in short-term borrowings                              1,677       (18,650)
       Federal Home Loan Bank Advances                                      0         6,000
       Proceeds from exercise of stock options                             82             3
       Redemption of common shares                                       (906)           (5)
       Dividends paid                                                    (435)         (385)
                                                                     --------      --------
         Net cash from financing activities                            15,120         9,536
                                                                     --------      --------

Net change in cash and cash equivalents                               (10,437)       (4,912)

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

Cash and cash equivalents at March 31                                $ 24,699      $ 20,550
                                                                     ========      ========
</TABLE>





<PAGE>



                    Peoples Bank Corporation of Indianapolis

                   Notes to Consolidated Financial Statements

                                 March 31, 1999

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

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

                                                       Three Months ended
                                                           At March 31,
                                                         1999          1998
                                                      ---------     ---------

Weighted average shares outstanding                   3,013,384     3,076,867
Dilutive effect of potential shares                      74,570        84,444
                                                      ---------     ---------
Shares used to compute diluted earnings per share     3,087,954     3,161,311

3.  Accounting Changes

         FAS  No.  133,  "Accounting  for  Derivative  Instruments  and  Hedging
Activities,"  will become  effective  January 1, 2000.  FAS 133 will require all
derivatives to be recorded at fair value.  Unless designated as hedges,  changes
in these  fair  values  will be  recorded  in the income  statement.  Fair value
changes  involving  hedges will generally be recorded by offsetting  gains,  and
losses on the hedge and on the hedged item, even if the fair value of the hedged
item is not otherwise  recorded.  Upon adoption of this  Standard,  entities may
redesignate   securities  as  either   available-for-sale  or  held-to-maturity.
Management  does not expect  adoption of this Standard to have a material effect
but the effect will depend upon derivative holdings upon adoption.

4. Segment Reporting

         For 1999, the Company intends to present  segment  information for four
segments:  Commercial Banking,  Retail Banking,  Mortgage Banking, and Trust and
Investment  Management.  Trust and Investment Management was not broken out as a
separate segment during 1998.

<TABLE>
<CAPTION>
First Quarter 1999                                                               Trust and
                                   Commercial       Retail        Mortgage       Investment       Other      Consolidated
                                    Banking         Banking        Banking       Management
                                  -------------   ------------    -----------  ---------------  ----------- ---------------
<S>                                    <C>            <C>              <C>               <C>       <C>             <C>  
Net Interest Income                    2,222          3,730            688               69        (472)           6,237
Other Revenue                            200          1,038            188              586        (224)           1,788
Segment Profit                           956            700            330              171        (176)           1,981
Segment Assets                       233,086        153,934        100,524               89     162,812          650,445

First Quarter 1998                                                               Trust and
                                   Commercial       Retail        Mortgage       Investment       Other      Consolidated
                                    Banking         Banking        Banking       Management
                                  -------------   ------------    -----------  ---------------  ----------- ---------------
Net Interest Income                   1,795          3,538            597            57              127          6,114
Other Revenue                             3          1,030            240           480             (193)         1,560
Segment Profit                          614            810            332           106           (1,807)            55
Segment Assets                      188,661        148,936         96,901           468          173,950        608,916
</TABLE>






<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 11 branch  locations,  a  twelve-story  office in downtown
Indianapolis,  and an operations  center.  Peoples has announced  plans to close
three  branches  during 1999 as part of its ongoing  evaluation  of its business
activities.  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 Board of Directors of the Company approved on July 18, 1996, the repurchase,
from  time to time,  of  200,000  common  shares  on the open  market.  On March
18,1999,  the Board  approved the  additional  repurchase  of 150,000  voting or
nonvoting 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,
1999,  a total of 205,853  shares had been  repurchased  at an average  price of
$27.18.

The book value per share of Peoples'  nonvoting common shares at March 31, 1999,
was $17.47. For the first quarter,  the low trading price per share was $32, and
the high trading price per share was $36.

On March 18, 1999,  Peoples  declared a cash dividend in the amount of $.145 per
share,  payable April 15, 1999, to  shareholders  of record March 31, 1999. This
dividend  represents a 16% increase  over the first quarter 1998 dividend and is
the eleventh  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,
                                                  1999             1998
                                               ---------        ---------
Assets                                          $650,445         $608,916
Loans (includes loans held for sale)             466,373          420,544
Deposits                                         565,731          530,884
Shareholders Equity                               52,436           48,498
Book value per share                               17.47            15.76

Earnings per share (basic)                         $0.66            $0.02
Earnings per share (diluted)                       $0.64            $0.02
Dividends per share                               $0.145           $0.125
Net Interest Margin (FTE)                          4.29%            4.44%
Return on Average Assets                           1.26%            0.04%
Return on Average Equity                          15.29%            0.46%

Average Shares Outstanding
         -   Basic                             3,013,384        3,067,867
         -   Diluted                           3,087,954        3,161,311

Total Shares Outstanding                       3,000,812        3,076,930

Net Income

Net income for the first  quarter  of 1999 was  $1,981  compared  to $55 for the
first  quarter of 1998,  an increase  of 3,501% or $1,926.  Basic net income per
share for the first  quarter of 1999 was $0.66,  an  increase of $0.64 or 3,200%
from $0.02 for the first quarter of 1998.


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 $6,237 and $6,114 for 1999 and 1998,
respectively. This reflects an increase of $123, or 2.01%.

Interest income on loans,  including related fees, increased from $9,008 for the
first  quarter of 1998 to $9,434 for that period in 1999, an increase of $426 or
4.73%.  These increases are  attributable  to an increase in loans  outstanding.
Total loans were  $466,373 at March 31, 1999,  compared to $420,544 at March 31,
1998, an increase of $45,829 or 10.90%.


<PAGE>

Total  interest  expense was $5,355 and $5,387 for the three  months ended March
31, 1999 and 1998,  respectively,  a decrease of $32, or 0.59%.  The decrease in
interest expense is attributable to lower rates paid on certificates of deposit.

The Company's net interest margin,  or margin on earning assets,  decreased from
4.33% for the first quarter of 1998 to 4.18% for the first quarter of 1999. On a
tax equivalent basis, the Company's net interest margin decreased from 4.44% for
the first  quarter of 1998 to 4.29% for the first  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  higher-priced  deposits  resulting in a thinner
net interest margin on new business.

Provision & Allowance for Loan Losses

The provision for loan losses was $500 for the first quarter of 1999 as compared
to $3,000 for the first  quarter of 1998,  a decrease  of $2,500 or 83.33%.  The
allowance for loan losses at March 31, 1999,  was $8,263 or 1.77% of total loans
compared  to  $7,684  or 1.69%  of  total  loans at  December  31,  1998.  Gross
charge-offs during the first quarter of 1999 were $30 and recoveries were $109.

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.  During the first  quarter of 1998,  provision  expense of
$3,000 was  necessitated  by net  charge-offs of $2,183.  Management's  analysis
indicated that the allowance for loan losses at March  31,1999,  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  $1,788 for the first quarter of 1999,  compared to
$1,560 for that period of 1998, an increase of $228 or 14.62%.  This increase is
primarily  attributable  to an  increase  in revenue  from Trust and  investment
management.

Trust and investment  management  income was $742 and $504 for the first quarter
of 1999 and 1998,  respectively,  an increase of $238 or 47.22%. The increase in
revenue from Peoples' Trust and Investment Management Group in the first quarter
of 1999 reflected continuing sales efforts within the trust department.  Peoples
also experienced strong growth in revenues from the sale of investment products,
which began in 1997.

Service  charges  and fees on  deposit  accounts,  which  comprise  the  largest
component of  non-interest  income,  were down slightly for the first quarter of
1999 compared with the same period of 1998.  For the three month periods  ending
March 31,  1999,  and 1998,  service  charges  and fees income was $622 and $658
respectively, a decrease of $36 or 5.47%.


<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 quarter of 1999 was $178,  reflecting a decrease of $1 or 0.56%,  compared
to $179 for the same period in 1998.

Other  Non-interest  income  increased  during the first quarter of 1999 to $240
from $213 for the same  period  in 1998,  an  increase  of $27 or  12.68%.  This
increase was  associated  primarily with increases in fees received from the use
of ATMs and an increase in revenue from the servicing of merchant credit cards.

Non-interest Expense

Total Non-interest  expense was $4,544 for the three months ended March 31,1999,
compared  with $4,687 for that  period in 1998.  This  represents  a decrease of
$143, or 3.05%.  Salary and employee  benefits  expense was $2,723 for the three
months  ended  March  31,1999,  an increase of $106 or 4.05% from $2,617 for the
same period of 1998. This increase was primarily associated with salary and wage
rate increases.

Occupancy expense was $431 for the first quarter of 1999, an increase of $59, or
15.86% from $372 for the first  quarter of 1998.  This  increase  was  primarily
associated with increased snow removal costs during January.  Equipment  expense
was $407 and $380,  respectively,  for the first  quarter  of 1999 and 1998,  an
increase  of  $27  or  7.11%.  This  cost  reflects  the  implementation  of new
technology, particularly the costs of platform automation and a PC network.

Other non-interest expense was $983 and $1,318 for the first quarter of 1999 and
1998, respectively,  a decrease of $335 or 25.42%. The principal reason for this
decrease was an expense  associated  with an investment in a low-income  housing
project of $333 during the first quarter of 1998. Due to continued losses,  this
project was completely  written-off during the remainder of 1998. The developers
were unable to secure tax credits  associated  with this  investment by December
31,  1998 as required  in the  partnership  agreement.  During  April 1999,  the
Company  recovered its entire initial  investment of $648,000 as required in the
partnership  agreement.  This  recovery  should  not be  expected  to  produce a
significant  increase in net income for the Company during the second quarter of
1999 as the Company  expects  this  recovery to be off-set by weak net  interest
income  associated  with an  ongoing  deposit  campaign,  increases  in  certain
non-interest  expenses,  and  increases  in tax  expense.  See  "Forward-Looking
Statements," below.

Income Taxes

Income tax  expense  was $1,000 for the first  quarter of 1999 and ($68) for the
first quarter of 1998.  The increase in tax expense can be primarily  attributed
to increased income recognized during the first quarter.


<PAGE>

Balance sheet

Total assets were $650,445 at March 31, 1999, and $634,505 at December 31, 1998,
an increase of $15,940, or 2.51%. The portfolio of available-for-sale securities
increased  from $132,216 at December 31, 1998, to $146,861 at March 31, 1999, an
increase  of $14,645  or 11.08%.  Total  loans,  excluding  loans held for sale,
increased  during the first  quarter of 1999 from $452,065 at December 31, 1998,
to $464,798 at March 31,  1999.  This  reflects an increase of $12,733 or 2.82%.
Commercial  and  commercial  real estate loans  increased  $12,258 or 5.81% from
$211,115 at December  31,  1998,  to  $223,373  at March 31,  1999.  Residential
mortgage loans  decreased  $1,477 or 1.51% from $97,755 at December 31, 1998, to
$96,278 at March 31, 1999.  Construction  loans  increased  $3,095 or 8.88% from
$34,840 at December  31, 1998 to $37,935 at December 31,  1999.  Consumer  loans
decreased $830 or 0.78% from $106,431 at December 31, 1998, to $105,601 at March
31, 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 $1,575 at March 31,  1999.  The
amount of loans outstanding  (excluding loans held for sale) is reflected in the
following table.

<TABLE>
<CAPTION>
                                          March 31,    December 31,     March 31,
                                             1999           1998           1998
                                          ---------      ---------      ---------
<S>                                       <C>            <C>            <C>      
Commercial and Commercial Real Estate     $ 223,373      $ 211,115      $ 188,531
Residential Mortgage                         96,278         97,755         95,648
Construction                                 37,935         34,840         34,022
Consumer                                    105,601        106,431        100,333
Tax-exempt                                    1,611          1,924          2,010
                                          ---------      ---------      ---------
       Gross loans                          464,798        452,065        420,544
Less: Allowance for Loan Losses              (8,263)        (7,684)        (6,333)
                                          =========      =========      =========
                                          $ 456,535      $ 444,381      $ 414,211
                                          =========      =========      =========
</TABLE>


Deposits  represent the primary source of funds for the Company.  Total deposits
increased $14,702 or 2.67%,  from $551,029 at December  31,1998,  to $565,731 at
March 31, 1999.  Non-interest-bearing  deposits decreased $7,014, or 7.10%, from
$98,851 at December  31, 1998,  to $91,837 at March 31,  1999.  Interest-bearing
deposits  increased  $21,716 or 4.80% from  $452,178 at December  31,  1998,  to
$473,894 at March 31, 1999. The Company's  deposit balances are reflected in the
following table.


                                          March 31,   December 31,    March 31,
                                            1999          1998          1998
                                          --------      --------      --------
Deposits:
               Non-interest-bearing       $ 91,837      $ 98,851      $ 86,733
               Interest-bearing            473,894       452,178       444,151
                                          --------      --------      --------
                         Total deposits   $565,731      $551,029      $530,884
                                          --------      --------      --------
Total deposits/total assets                  86.98%        86.84%        87.19%

Borrowings in the form of Federal funds,  Federal Home Loan Bank  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  $24,595 at March 31,  1999,  as compared to $22,918 at December  31, 1998.
This  represents an increase of $1,677 or 7.32%. At March 31, 1999, the bank had
$15,125 in  overnight  repurchase  agreements,  $0 in federal  funds  purchased,
$6,000 in Federal Home Loan Bank advances,  and $3,470 in borrowings through the
Treasury Tax and Loan Note Option program.

Total  shareholders'  equity  increased $411 or 0.79% for the three months ended
March 31, 1999, to $52,436,  from $52,025 at December 31, 1998.  The increase in
shareholders' equity was the result of net income of $1,981, less dividends paid
of $435, plus the adoption of FAS No. 115 resulted in a $312 increase in equity,
less the  repurchase  of $906 of common  stock,  plus the issue of $83 of common
stock due to the exercise of stock options.

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,  as a result of its  delinquent  status or  significant  concern about the
ultimate  collectibility of the loan,  management  typically ceases to recognize
interest income with respect to such loan and places it on nonaccrual status.

At March 31,  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.

<PAGE>

The following table shows the composition of nonperforming loans.

                                             March 31,  December 31,   March 31,
                                               1999         1998         1998
                                             ---------  ------------   ---------
Nonperforming loans:                                                 
          Total nonaccrual loans              $  785       $  356       $2,496
           Loans past due more than                                  
           ninety days and still accruing          0          105          346
                                              ======       ======       ======
         Total                                $  785       $  461       $2,842
                                              ======       ======       ======
                                                                   
At March 31, 1999,  nonperforming  loans were  comprised  of $519 of  commercial
loans, $266 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 March 31,  1998,  nonperforming  loans
consisted  of $2,074 of  commercial  loans,  $766 of real estate loans and $2 of
consumer loans. Asset quality continues to be an important area of focus for the
Company. Nonperforming loans as a percent of assets were 0.12% at March 31,1999,
and 0.73% at December 31, 1998. 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 March 31, 1999, the Company's Tier I and total  risk-based  capital ratios
were 10.35% and 11.60%, respectively.  The Company's leverage ratio was 8.10% at
March 31,  1999.  As of March 31,  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
March 31, 1999.

<PAGE>



The following table provides the capital ratios for the entities.

                                      At March 31, 1999

                                                 Consolidated
                                   Bank Only       Company

Total assets                        $647,240      $650,445

Risked-based assets                 $499,971      $502,195

Tier I capital                      $ 48,656      $ 51,956

Total risk-based capital            $ 54,930      $ 58,258

Leverage ratio                          7.62%         8.10%

Tier I risk-based capital ratio         9.73%        10.35%

Total risk-based capital               10.99%        11.60%


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.

By June 30, 1999,  management will complete  business  resumption  plans for all
systems and  applications  to address any potential  system  failures  caused by
actions or influences outside the control of the Company, such as the failure of
power or  communications  technologies.  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.

Forward Looking Statements

The above discussion  contains a number of statements  which constitute  forward
looking  statements  within the  meaning of the  Private  Securities  Litigation
Reform Act of 1995. Such forward looking statements include statements regarding
the intent, belief, outlook,  estimate or expectations of the Company or Peoples
or their directors or officers,  primarily with respect to future events and the
future  financial  performance  of the Company.  The Company may also make other
written or oral forward  looking  statements from time to time. Any such forward
looking  statements are not guarantees of future events or performance,  involve
risks and  uncertainties  and are subject to  important  factors  that may cause
actual  results to differ  materially  from those  projected or suggested in the
forward looking statements.  The accompanying information contained in this Form
10-Q  identifies  important  factors  that could cause such  differences.  These
factors include changes in interest  rates;  competition,  including the risk of
loss of deposits and loan demand to other  financial  institutions;  substantial
changes in financial markets;  changes in real estate values and the real estate
market;   regulatory  changes;   or  unanticipated   results  in  pending  legal
proceedings.



<PAGE>




PART II.  OTHER INFORMATION

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

The  Company's  Annual  Meeting of  Stockholders  was held April 15,  1999.  The
following  members  were  elected to the  Company's  Board of  Directors to hold
office for a period of one year or until  their  successors  are duly chosen and
qualified.  Proxy votes comprised 84% percent of the outstanding  voting shares.
No shares were voted in person.

             Nominee              For         Against or                Broker
                                              Withheld      Abstain   Non-Votes
William E. McWhirter            223,026           0             0         0
Gerald R. Francis               223,026           0             0         0
Charles R. Farber               223,026           0             0         0
Robert B. Hirschman             223,026           0             0         0
Ethan Jackson                   223,026           0             0         0
David W. Knall                  223,026           0             0         0
Mary Ellen Rodgers              223,026           0             0         0
Stephen R. West                 223,026           0             0         0
Darell E. Zink, Jr.             223,026           0             0         0
                                                                     
At the annual meeting, the voting shareholders also ratified an amendment to the
Peoples Bank Corporation of Indianapolis  1998 Stock Option Plan to increase the
number of shares  reserved  under the plan from 50,000 to 100,000  with  196,586
shares voting in favor of the amendment and 26,440 shares voting against.  There
were no abstentions or broker non-votes.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

         A.  Exhibits -

                  27       Financial Data Schedule

         B.   Form 8-K - No reports on Form 8-K were filed during the quarter
                  ended March 31, 1999.


<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 ___, 1999