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

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

                                    FORM 10-Q

(Mark One)

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

     For the period ended June 30, 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 -     2,836,244 shares as of August 4, 1999
                  Voting    -       264,096 shares as of August 4, 1999




<PAGE>
                    PEOPLES BANK CORPORATION OF INDIANAPOLIS

                                      INDEX



PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements


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

            Consolidated Statements of Income for the six months ended
            June 30, 1999 and 1998............................................ 3

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

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

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

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


PART II.  OTHER INFORMATION

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

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

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



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

                                                                               June 30,     December 31,
                                                                                 1999          1998
Assets
<S>                                                                             <C>          <C>
      Cash and due from banks                                                   $ 20,286     $ 30,336
      Federal funds sold                                                           6,800        4,800
                                                                                --------     --------
        Total cash and equivalents                                                27,086       35,136

      Available-for-sale securities                                              137,827      132,216

      Loans held for sale                                                            239        2,346
      Total loans                                                                495,113      452,065
        Allowance for loan losses                                                 (8,004)      (7,684)
                                                                                --------     --------
        Loans, net                                                               487,109      444,381

      Premises and equipment, net                                                  7,666        8,105
      Accrued income and other assets                                             14,597       12,321
                                                                                --------     --------
        Total assets                                                            $674,524      634,505
                                                                                ========     ========

Liabilities

      Non interest-bearing deposits                                             $ 94,823       98,851
      Interest-bearing deposits                                                  492,468      452,178
                                                                                --------     --------
        Total deposits                                                           587,291      551,029

      Borrowings                                                                  27,264       22,918
      Accrued expenses and other liabilities                                       7,551        8,533
                                                                                --------     --------
        Total liabilities                                                        622,106      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  -  2,715,701 shares (1999)
                   -  2,758,794 shares (1998)                                      9,760       11,384
      Retained earnings                                                           42,637       39,008
      Accumulated other comprehensive income                                       (875)          737
                                                                                --------     --------
        Total shareholders' equity                                                52,418       52,025
                                                                                --------     --------
        Total liabilities and shareholders' equity                              $674,524     $634,505
                                                                                ========     ========
</TABLE>


See accompanying notes.

<PAGE>

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

                                                                         Three months ended         Six months ended
                                                                              June 30,                 June 30,
                                                                         1999         1998         1999          1998
                                                                        ------       ------       ------         ------
<S>                                                                     <C>          <C>         <C>            <C>
Interest income
      Loans, including related fees                                     $9,940       $9,360      $19,374        $18,368
      Federal funds sold                                                   133          126          231            231
      Securities                                                         2,120        2,382        4,180          4,770
                                                                        ------       ------       ------         ------
        Total interest income                                           12,193       11,868       23,785         23,369

Interest expense
      Deposits                                                           5,494        5,462       10,594         10,687
      Borrowings                                                           263          213          518            375
                                                                        ------       ------       ------         ------
        Total interest expense                                           5,757        5,675       11,112         11,062
                                                                        ------       ------       ------         ------
Net interest income                                                      6,436        6,193       12,673         12,307
Provision for loan losses                                                  500          500        1,000          3,500
                                                                        ------       ------       ------         ------

Net interest income after provision for loan losses                      5,936        5,693       11,673          8,807

Non-interest income
      Trust and Investment Management                                      844          629        1,586          1,133
      Service charges and fees                                             682          728        1,304          1,386
      Mortgage banking revenue                                             101          178          279            357
      Net gain/(loss) on securities                                          0            1            6              7
      Other                                                                926          221        1,166            434
                                                                        ------       ------       ------         ------
        Total non-interest income                                        2,553        1,757        4,341          3,317

Non-interest expense
      Salaries and employee benefits                                     2,950        2,728        5,673          5,475
      Occupancy (net)                                                      384          378          815            750
      Equipment                                                            433          446          840            828
      Other                                                                957        1,213        1,940          2,399
                                                                        ------       ------       ------         ------
        Total non-interest expense                                       4,724        4,765        9,268          9,452
                                                                        ------       ------       ------         ------

Income before income taxes                                               3,765        2,685        6,746          2,672
Income tax expense                                                       1,243          848        2,243            780
                                                                        ------       ------       ------         ------

Net income                                                              $2,522       $1,837       $4,503         $1,892
                                                                        ======       ======       ======         ======
Per share data
      Earnings per share                                                 $0.85        $0.60        $1.50          $0.62
                                                                        ======       ======       ======         ======
      Earnings per share, assuming dilution                              $0.82        $0.58        $1.46          $0.60
                                                                        ======       ======       ======         ======
</TABLE>


See accompanying notes.
<PAGE>

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



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

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

      Comprehensive income
           Net income                                    4,503           1,892
           Change in net unrealized gain/(loss)        (1,612)             (5)
                                                    -----------      ----------
                Total comprehensive income               2,891           1,887

      Cash dividends                                      (874)           (784)

      Exercise of stock options                            113               3

      Redemption of common stock                        (1,737)           (306)


                                                    -----------      ----------
Balance at June 30                                     $52,418         $49,617
                                                    ===========      ==========
</TABLE>
<PAGE>

PEOPLES BANK CORPORATION OF INDIANAPOLIS
CONSOLIDATED STATEMENTS OF CASH FLOWS
================================================================================
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
                                                                               Six months ended
                                                                                   June 30,
                                                                         1999                    1998
                                                                        ----------            -----------
<S>                                                                        <C>                    <C>
Cash flows from operating activities
       Net Income                                                          $4,503                 $1,892
       Adjustments to reconcile net income to net cash
         from operating activities
       Depreciation and amortization                                          572                    546
       Provision for loan losses                                            1,000                  3,500
       Net (gain)/loss on securities                                           (6)                    (7)
       Net amortization/(accretion) on investments                             42                   (33)
       Net change in
          Interest receivable and other assets                             (1,218)                (5,461)
          Interest payable and other liabilities                             (982)                 1,446
          Loans held for sale                                               2,107                     98
                                                                        ----------            -----------
               Net cash from operating activities                           6,018                  1,981

Cash flows from investing activities
       Proceeds from maturities of available-for-sale securities           47,691                 32,614
       Purchase of available-for-sale securities                          (56,007)               (26,281)
       Loans made to customers, net of principal
         collections thereon                                              (43,728)               (33,764)
       Property and equipment expenditures, net                              (134)                (1,119)
                                                                        ----------            -----------
         Net cash from investing activities                               (52,178)               (28,550)

Cash flows from financing activities
       Net change in deposits                                              36,262                 59,928
       Net change in short-term borrowings                                  4,346               (13,197)
       Federal Home Loan Bank Advances                                          0                  6,000
       Proceeds from exercise of stock options                                113                      3
       Redemption of common shares                                         (1,737)                  (306)
       Dividends paid                                                        (874)                  (784)
                                                                        ----------            -----------
         Net cash from financing activities                                38,110                 51,644
                                                                        ----------            -----------

Net change in cash and cash equivalents                                    (8,050)                25,075

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

Cash and cash equivalents at June 30                                      $27,086                $50,537
                                                                        ==========            ===========
</TABLE>

<PAGE>


                    Peoples Bank Corporation of Indianapolis

                   Notes to Consolidated Financial Statements

                                  June 30, 1999

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

2.  Earnings Per Share
         The following  table presents  share data used to compute  earnings per
share:

<TABLE>
<CAPTION>
                                                                   Six months ended
                                                                      June 30,
                                                                1999             1998
                                                              ----------       ---------

<S>                                                            <C>              <C>
Weighted average shares outstanding                            2,995,811        3,076,354
Dilutive effect of potential shares                               80,136           85,365
                                                               ---------        ---------
Shares used to compute diluted earnings per share              3,075,947        3,161,719

                                                                   Six months ended
                                                                      June 30,
                                                                1999             1998
                                                              ----------       ---------

Weighted average shares outstanding                            2,978,431        3,075,848
Dilutive effect of potential shares                               80,400           81,968
                                                               ---------        ---------
Shares used to compute diluted earnings per share              3,058,831        3,157,816
</TABLE>



3. 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 six months 1999                                                            Trust and
                                   Commercial       Retail        Mortgage       Investment       Other      Consolidated
                                    Banking         Banking        Banking       Management
                                  -------------   ------------    -----------  ---------------  ----------- ---------------
<S>                                      <C>            <C>            <C>                <C>          <C>          <C>
Net Interest Income                      4,414          7,421          1,284              168         (615)         12,673
Other Revenue                              411          1,913            328            1,585          103           4,341
Segment Profit                           1,932          1,512            562              325          173           4,503
Segment Assets                         259,062        155,346        100,047               97      159,972         674,524

First six months 1998                                                            Trust and
                                   Commercial       Retail        Mortgage       Investment       Other      Consolidated
                                    Banking         Banking        Banking       Management
                                  -------------   ------------    -----------  ---------------  ----------- ---------------
Net Interest Income                      3,708          7,074          1,130              148          246          12,307
Other Revenue                                7          2,159            484            1,133         (465)          3,317
Segment Profit                           1,290          1,595            603              155       (1,750)          1,892
Segment Assets                         203,826        154,806         98,614              953      176,306         634,505




<PAGE>

Second Quarter 1999                                                              Trust and
                                   Commercial       Retail        Mortgage       Investment       Other      Consolidated
                                    Banking         Banking        Banking       Management
                                  -------------   ------------    -----------  ---------------  ----------- ---------------
Net Interest Income                      2,192          3,691            597              100         (144)          6,436
Other Revenue                              211            874            140              999          327           2,553
Segment Profit                             976            812            231              155          348           2,522

Second Quarter 1998                                                              Trust and
                                   Commercial       Retail        Mortgage       Investment       Other      Consolidated
                                    Banking         Banking        Banking       Management
                                  -------------   ------------    -----------  ---------------  ----------- ---------------
Net Interest Income                      1,913          3,536            533               91          120           6,193
Other Revenue                                4          1,129            244              653         (272)          1,757
Segment Profit                             676            785            271               49           56           1,837
</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 8 branch  locations,  a  twelve-story  office in downtown
Indianapolis,  and an operations  center.  Peoples  closed three branches in May
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 June 30, 1999,
a total of 229,045  shares had been  repurchased  at an average price of $28.06.
Such repurchases have been discontinued as of April, 13, 1999.

The book value per share of The  Company's  nonvoting  common shares at June 30,
1999, was $17.59.  For the second  quarter,  the low trading price per share was
$36.00, and the high trading price per share was $39.75.

On June 17, 1999,  The Company  declared a cash  dividend in the amount of $.150
per share,  payable July 16, 1999, to shareholders of record June 30, 1999. This
dividend  represents a 15% increase over the second quarter 1998 dividend and is
the twelfth consecutive quarter in which The Company has declared an increase in
dividends.


Recent Developments

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

The Merger,  which is expected be accounted  for as a pooling of  interests,  is
expected to close during the fourth  quarter of 1999.  The Merger  Agreement has
been approved by the board of directors of both  companies.  Consummation of the
Merger is subject to certain customary conditions,  including, among others, the
adoption of the Merger  Agreement by the Company's  shareholders  and reciept of
regulatory  approvals.  The  Company's  shareholders  will  vote  on the  Merger
Agreement at a shareholder meeting scheduled for October 27, 1999 at 10:30 AM in
Indianapolis,  Indiana.  Additional information regarding the Merger, the Merger
Agreement and the Shareholder  Support Agreement  executed by William McWhirter,
Susan McWhirter and Hezekiah  Limited  Partnership in connection with the Merger
will be provided to shareholders in a  prospectus/proxy  statement which will be
delivered  in  advance  of the  shareholder  meeting,  and  in the  Registration
Statement  on Form S-4 that  Fifth  Third  will  file  with the  Securities  and
Exchange Commission.

Selected ratios and summary data.
<TABLE>
<CAPTION>

                                              At or for the Six months Ended
                                                         June 30,
                                                 1999                1998
                                              ---------           ---------

<S>                                            <C>                 <C>
Assets                                         $674,524            $653,453
Loans (includes loans held for sale)            495,352             439,362
Deposits                                        587,291             568,239
Shareholders' Equity                             52,418              49,617
Book value per share                              17.59               16.17

Earnings per share (basic)                        $1.50               $0.62
Earnings per share (diluted)                      $1.46               $0.60
Dividends per share                              $0.295              $0.255
Net Interest Margin (FTE)                         4.22%               4.37%
Return on Average Assets                          1.39%               0.62%
Return on Average Equity                         17.34%               7.91%

Average Shares Outstanding
         -   Basic                            2,995,811           3,076,354
         -   Diluted                          3,075,947           3,161,719

Total Shares Outstanding                      2,979,797           3,022,890
</TABLE>



Net Income

Net income for the second quarter of 1999 was $2,522  compared to $1,837 for the
second  quarter of 1998,  an  increase  of 37.29% or $685.  Basic net income per
share for the second  quarter of 1999 was $0.85,  an increase of $0.25 or 41.67%
from $0.60 for the second quarter of 1998. The increase in net income during the
second quarter of 1999 was  substantially due to the recovery of $648 associated
with an investment in a low-income housing partnership. Peoples invested $648 as
a limited partner in a low-income  housing  partnership during 1997. The project
was  projected  to  generate  significant  tax  credits  over a ten year  period
following renovation of the property. During 1997 and 1998, the project incurred
losses  equaling  the  original  investment.  Therefore,  management  of Peoples
properly took expenses against the investment during 1997 and 1998 to reduce the
book value of the investment to zero.  When the project's  Developer and General
Partners  were unable to secure tax credits  from the  Indiana  Housing  Finance
Authority,   the  General  Partners  became  obligated  to  repurchase   Peoples
interests.  Since the  investment  had been carried at a book value of zero, the
Company experienced recovery of $648, which is included in Other Income.

While the  recovery of the limited  partnership  drove the increase in earnings,
net interest income and other non-interest income were also up, and non-interest
expenses were closely controlled.

Net income for the first six  months of 1999 was $4,503  compared  to $1,892 for
the same period of 1998, an increase of 138.00% or $2,611.  Basic net income per
share for the  first  six  months of 1999 was  $1.50,  an  increase  of $0.88 or
141.94% from $0.62 for the first six months of 1998.  In addition to the factors
previously mentioned, Peoples recorded a $3,000 provision for loan losses during
the first  quarter  of 1998 as  compared  to a $500  provision  during the first
quarter of 1999.

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  June 30,  net  interest  income  was $6,436 and $6,193 for 1999 and 1998,
respectively.  This reflects an increase of $243,  or 3.92%.  For the six months
ended June 30, net  interest  income was  $12,673 and $12,307 for 1999 and 1998,
respectively. This reflects an increase of $366, or 2.97%.

Interest income on loans,  including related fees, increased from $9,360 for the
second quarter of 1998 to $9,940 for that period in 1999, an increase of $580 or
6.20%. Interest income on loans,  including related fees, increased from $18,368
for the first six months of 1998 to $19,374 for that period in 1999, an increase
of $1,006 or 5.48%.  These  increases are  attributable  to an increase in loans
outstanding. Total loans were $495,352 at June 30, 1999, compared to $439,362 at
June 30,  1998,  an increase of $55,990 or 12.74%.  Offsetting  the  increase in
loans  outstanding was a decrease in the level of interest rates in the economy.
The Prime rate fell from 8.50% to 7.75% during the fourth quarter of 1998.

Total interest expense was $5,757 and $5,675 for the three months ended June 30,
1999 and 1998, respectively, a increase of $82, or 1.44%. Total interest expense
was  $11,112  and  $11,062  for the six  months  ended  June 30,  1999 and 1998,
respectively,  a increase of $50, or 0.45%.  During the first  quarter,  Peoples
initiated a deposit  campaign to attract money market deposits at a premium rate
through the end of the second  quarter.  This campaign had the effect of raising
the  overall  cost of deposits  for the bank  through  the second  quarter.  The
increase in money market deposit rates was offset by reductions in rates on time
certificates of deposit.

The Company's net interest margin,  or margin on earning assets,  decreased from
4.26% for the second quarter of 1998 to 4.11% for the second quarter of 1999. On
a tax equivalent  basis,  the Company's net interest margin decreased from 4.37%
for the  second  quarter of 1998 to 4.22% for the  second  quarter of 1999.  The
primary  reason for this  decrease in the net interest  margin in 1999 was lower
yields on loan growth  funded by growth in deposits  resulting  in a thinner net
interest margin on new business.

Provision & Allowance for Loan Losses

The provision  for loan losses was $500 for the second  quarter of 1999 and $500
for the second quarter of 1998. The provision for loan losses was $1,000 for the
first six months of 1999 as  compared to $3,500  through  the second  quarter of
1998, a decrease of $2,500 or 71.43%.  The allowance for loan losses at June 30,
1999,  was $8,004 or 1.62% of total  loans  compared to $7,684 or 1.69% of total
loans at December 31, 1998. Gross charge-offs  during the second quarter of 1999
were $770 and recoveries  were $11. Net  recoveries of $79 were recorded  during
the first quarter of 1999.

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 June 30,1999,  was adequate to
cover  potential  losses on identified  loans with credit problems and potential
losses on the remaining loan portfolio based on historical percentages.

Non-interest Income

Non-interest  income totaled $2,553 for the second quarter of 1999,  compared to
$1,757 for that  period of 1998,  an  increase  of $796 or 45.30%.  Non-interest
income totaled  $4,341 for the first six months of 1999,  compared to $3,317 for
that  period of 1998,  an  increase  of  $1,024  or  30.87%.  This  increase  is
attributable to an increase in revenue from Trust and investment  management and
a recovery, during the second quarter of 1999, of an investment of $648 in a low
income housing partnership, as previously discussed.

Trust and investment  management income was $844 and $629 for the second quarter
of 1999 and  1998,  respectively,  an  increase  of $215 or  34.18%.  Trust  and
investment  management  income was $1,586 and $1,133 for the first six months of
1999 and 1998,  respectively,  an  increase of $453 or 39.98%.  The  increase in
revenue  from  Peoples'  Trust and  Investment  Management  Group in the  second
quarter of 1999  reflected  continuing  growth in  traditional  trust  sales and
service  as well as growth in  revenues  from the sale of  investment  products,
which began in 1997.

For the three month periods ending June 30, 1999, and 1998,  service charges and
fees income were $682 and $728 respectively, a decrease of $46 or 6.32%. For the
six month  periods  ending June 30,  1999,  and 1998,  service  charges and fees
declined to $1,304 from  $1,386,  a decrease  of $82 or 5.92%.  The  decrease in
service charges and fees is primarily associated with a reduction in charges for
insufficient funds.

Mortgage  banking  revenue  includes net gains and losses realized when mortgage
loans are sold into the  secondary  market and service  fee revenue  earned from
servicing  those loans  after they are sold.  Mortgage  banking  revenue for the
second  quarter  of 1999 was  $101,  reflecting  a  decrease  of $77 or  43.26%,
compared to $178 for the same period in 1998.  Mortgage  banking revenue for the
first six  months of 1999 was $279,  reflecting  a  decrease  of $78 or  21.85%,
compared to $357 for the same  period in 1998.  The  decrease  in revenues  from
mortgage banking reflects the very strong activity experienced in 1998 which has
not been replicated during 1999.

Other  Non-interest  income  increased during the second quarter of 1999 to $926
from $221 for the same period in 1998,  an  increase  of $705 or 319.00%.  Other
Non-interest income increased during the first six months of 1999 to $1,166 from
$434 for the same period in 1998, an increase of $732 or 168.66%.  This increase
was associated  primarily  with a recovery  during the second quarter of 1999 of
$648 from a low income housing investment.

Non-interest Expense

Total  Non-interest  expense was $4,724 for the three months ended June 30,1999,
compared with $4,765 for that period in 1998. This represents a decrease of $41,
or 0.86%.  Total  Non-interest  expense was $9,268 for the six months ended June
30,1999,  compared  with  $9,452  for that  period in 1998.  This  represents  a
decrease of $184, or 1.95%.  Salary and employee benefits expense was $2,950 for
the three  months ended June  30,1999,  an increase of $222 or 8.14% from $2,728
for the same period of 1998. Salary and employee benefits expense was $5,673 for
the six months ended June 30,1999,  an increase of $198 or 3.62% from $5,475 for
the same period of 1998. This increase was primarily  associated with salary and
wage rate increases.

Occupancy expense was $384 for the second quarter of 1999, an increase of $6, or
1.59% from $378 for the second quarter of 1998.  Occupancy  expense was $815 for
the first six months of 1999, an increase of $65 or 8.67% from $750 for the same
period  of 1998.  Equipment  expense  was $433 and $446,  respectively,  for the
second quarter of 1999 and 1998, a decrease of $13 or 2.91%.  Equipment  expense
was $840 and $828,  respectively,  for the first six months of 1999 and 1998, an
increase  of $12 or 1.45%.  During the second  quarter of 1999,  Peoples  closed
three branch  locations.  The cost savings  associated  with this  decision will
become evident during the fourth quarter of 1999.

Other  non-interest  expense was $957 and $1,213 for the second quarters of 1999
and 1998, respectively, a decrease of $256 or 21.10%. Other non-interest expense
was $1,940 and $2,399 for the first six months of 1999 and 1998, respectively, a
decrease of $459 or 19.13%.  During the second quarter of 1998,  Peoples took an
expense  of  $355  associated  with  the  write-down  of its  investment  in the
low-income housing partnership previously discussed.


Income Taxes

Income  tax  expense  was  $2,243  and $780 for the first six months of 1999 and
1998,  respectively.  The increase in tax expense can be primarily attributed to
increased income recognized during the first six months of 1999.

Balance sheet

Total assets were $674,524 at June 30, 1999,  and $634,505 at December 31, 1998,
an increase of $40,019, or 6.31%. The portfolio of available-for-sale securities
increased  from  $132,216 at December 31, 1998, to $137,827 at June 30, 1999, an
increase  of  $5,611 or  4.24%.  Total  loans,  excluding  loans  held for sale,
increased  during the first six months of 1999 from  $452,065  at  December  31,
1998,  to $495,113  at June 30,  1999.  This  reflects an increase of $43,048 or
9.52%.  Commercial and commercial real estate loans increased  $33,866 or 16.04%
from  $211,115 at December 31, 1998,  to $244,981 at June 30, 1999.  Residential
mortgage  loans  increased  $816 or 0.83% from $97,755 at December 31, 1998,  to
$98,571 at June 30, 1999.  Construction  loans  increased  $5,727 or 16.44% from
$34,840 at December  31, 1998 to $40,567 at December 31,  1999.  Consumer  loans
increased  $1,968 or 1.85% from  $106,431 at December 31,  1998,  to $108,399 at
June 30, 1999.  Loans held for sale consist of  conforming  fixed rate  mortgage
loans that Peoples  sells in the secondary  market  (having  retained  servicing
rights with respect to such loans) and that are pending funding.  Loans held for
sale were $2,346 at December  31,1998,  compared to $239 at June 30,  1999.  The
amount of loans outstanding  (excluding loans held for sale) is reflected in the
following table.
<TABLE>
<CAPTION>

                                           June 30,     December 31,   June 30,
                                             1999          1998         1998
                                          ----------    ----------   ----------
<S>                                        <C>           <C>          <C>
Commercial and Commercial Real Estate
                                           $244,981      $211,115     $204,001
Residential Mortgage                         98,571        97,755       99,102
Construction                                 40,567        34,840       28,982
Consumer                                    108,399       106,431      104,836
Tax-exempt                                    2,595         1,924        1,978
                                          ----------    ----------   ----------
       Gross loans                          495,113       452,065      438,899
Less: Allowance for Loan Losses               8,004         7,684        7,258
                                          ==========    ==========   ==========
                                           $487,109      $444,381     $431,641
                                          ==========    ==========   ==========
</TABLE>


Deposits  represent the primary source of funds for the Company.  Total deposits
increased $36,262 or 6.58%,  from $551,029 at December  31,1998,  to $587,291 at
June 30, 1999.  Non-interest-bearing  deposits  decreased $4,028, or 4.07%, from
$98,851 at December  31,  1998,  to $94,823 at June 30,  1999.  Interest-bearing
deposits  increased  $40,290 or 8.91% from  $452,178 at December  31,  1998,  to
$492,468 at June 30, 1999. The Company's  deposit  balances are reflected in the
following table.
<TABLE>
<CAPTION>



                                           June 30,    December 31,    June 30,
                                            1999          1998          1998
                                         ----------   ----------    -----------
<S>                                      <C>          <C>            <C>
Deposits:
               Non-interest-bearing      $  94,823    $  98,851      $  86,801
               Interest-bearing            492,468      452,178        481,438
                                         ----------   ----------    -----------
                         Total deposits   $587,291     $551,029      $ 568,239
                                         ----------   ----------    -----------

Total deposits/total assets                 87.07%       86.84%         86.96%
</TABLE>


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 $27,264 at June 30, 1999, as compared to $22,918 at December 31, 1998. This
represents  an  increase  of $4,346 or 18.96%.  At June 30,  1999,  the bank had
$12,375 in  overnight  repurchase  agreements,  $0 in federal  funds  purchased,
$6,000 in Federal Home Loan Bank advances,  and $8,889 in borrowings through the
Treasury Tax and Loan Note Option program.

Total shareholders' equity increased $393 or 0.76% for the six months ended June
30,  1999,  to $52,418  from  $52,025 at  December  31,  1998.  The  increase in
shareholders'  equity was primarily the result of net income of $4,503,  reduced
by dividends paid of $874, net unrealized  holding losses on  available-for-sale
securities of $1,612 and the repurchase of common shares for $1,737.

Credit Quality

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

At June 30, 1999,  Management  designated  $3,500 in loans as "impaired" for the
purpose of FAS No. 114.  Management has further  determined  that all loans with
outstanding  balances  exceeding $500 and rated as "Doubtful" will be considered
impaired.  Further,  the Company  evaluates all Substandard  Loans with balances
exceeding $500 for classification as impaired.

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


                                                June 30,   December 31,     June 30,
                                                  1999         1998           1998
Nonperforming loans:
<S>                                               <C>             <C>        <C>
          Total nonaccrual loans                  $3,933          $356       $ 1,770
           Loans past due more than
           ninety days and still accruing              0           105           127
                                              ===========   ===========     =========
         Total                                    $3,933          $461       $ 1,897
                                              ===========   ===========     =========
</TABLE>


At June 30,  1999,  nonperforming  loans were  comprised  of $183 of  commercial
loans, $3,750 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 June 30,  1998,  nonperforming  loans
consisted  of $1,778 of  commercial  loans,  $119 of real estate loans and $0 of
consumer loans. Asset quality continues to be an important area of focus for the
Company.  Nonperforming loans as a percent of assets were 0.58% at June 30,1999,
and 0.07% at December 31, 1998. The Company  maintains asset quality through the
use of  well-defined  policies,  underwriting  criteria,  and review  processes.
During the second quarter of 1999, the bank experienced a $750,000 charge-off on
a single  commercial loan. This customer also had a loan of  approximately  $3.5
million secured by commercial real estate which has been placed on non-accrual.

Capital

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

As of June 30, 1999,  the Company's Tier I and total  risk-based  capital ratios
were 10.00% and 11.25%, respectively.  The Company's leverage ratio was 7.84% at
June 30, 1999. As of June 30, 1999, Peoples was in excess of the minimum capital
and  leverage  requirements  necessary  to be  considered  a "well  capitalized"
banking company as defined by Federal  regulators.  The Company and Peoples were
in full compliance with all regulatory capital requirements at June 30, 1999.

<PAGE>



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


                                              At June 30, 1999

                                                               Consolidated
                                    Bank Only                    Company

<S>                                  <C>                         <C>
Total assets                         $671,623                    $674,524

Risked-based assets                   530,957                     532,202

Tier I capital                         50,724                      53,219

Total risk-based capital               57,378                      59,888

Leverage ratio                          7.50%                       7.84%

Tier I risk-based capital ratio         9.55%                      10.00%

Total risk-based capital               10.81%                      11.25%

</TABLE>


Year 2000 Compliance

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

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

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

Management  has  completed  business   resumption  plans  for  all  systems  and
applications  to address  any  potential  system  failures  caused by actions or
influences,  such as the failure of power or communications technologies outside
the control of the Company.  Estimated costs  associated with the Y2K initiative
total  slightly  over  $100.   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.


<PAGE>




PART II.  OTHER INFORMATION

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

         The Company's  annual meeting of shareholders  was held April 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 83 percent of the outstanding voting shares. A
total of 2,998 shares were voted in person.

                                         Against or                 Broker Non-
Nominee                     For           Withheld     Abstain         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


The  shareholders  also ratified an amendment to the Peoples Bank Corporation of
Indianapolis  1998 Stock Option Plan increasing the number of shares  authorized
from  50,000  to  100,000  shares  with  196,586  shares  voting in favor of the
resolution and 26,440 shares voting against.



Item 6. EXHIBITS AND REPORTS ON FORM 8-K

          A.   Exhibits -

                  27       Financial Data Schedule

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



<PAGE>



                                   SIGNATURES


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


                               PEOPLES BANK CORPORATION
                               OF INDIANAPOLIS

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

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

                               DATE: August ___, 1999