U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X]      QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934 FOR THE QUARTERLY  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 000-22469

                            LAFAYETTE BANCORPORATION
             (Exact name of registrant as specified in its charter)

         INDIANA                                            35-1605492
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)

133 North 4th Street, Lafayette, Indiana                      47902
(Address of principal executive offices)                   (Zip Code)

                                 (765) 423-7100
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1994 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: Yes (x) No ( )

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date:

Class                                             Outstanding at May 17, 1999
Common Stock, without par value                       2,385,219 shares

<PAGE>2

                            LAFAYETTE BANCORPORATION

                                      INDEX


PART I.             FINANCIAL INFORMATION

Item 1.

       Consolidated Balance Sheets  --  March 31, 1999 and December 31, 1998

       Consolidated Statements of Income and
           Comprehensive Income --  Three Months Ended March 31, 1999 and 1998

       Consolidated Statements of Cash Flows  --  Three Months Ended March 31,
           1999 and 1998

       Notes to Consolidated Financial Statements  --  March 31, 1999


Item 2.

       Management's Discussion and Analysis of Financial Condition and Results
           of Operations


Item 3.

       Quantitative and Qualitative Disclosures About Market Risk


PART II.            OTHER INFORMATION

Item 6.       Exhibits and Reports on Form 8-K

       a)     Exhibits

              27    Financial Data Schedule

       b)     Reports on Form 8-K


SIGNATURES

<PAGE>3

ITEM 1.
                            LAFAYETTE BANCORPORATION
                           CONSOLIDATED BALANCE SHEETS
                (Dollar amounts in thousands, except share data)
                                   (Unaudited)

-------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                March 31,         December 31,
                                                                                  1999                1998

<S>                                                                           <C>                 <C>          
ASSETS
Cash and due from banks                                                       $       31,088      $      17,368
Federal funds sold                                                                     6,000              1,400
                                                                              --------------      -------------
    Total cash and cash equivalents                                                   37,088             18,768
Interest-bearing balances with other financial institutions                              679                671
Securities available-for-sale (at market)                                             95,732             76,956
Securities held-to-maturity (market value $7,025
  and $5,063)                                                                          6,857              4,879
Loans held for sale                                                                    8,380             10,086
Loans                                                                                426,704            353,828
    Less:  Allowance for loan losses                                                  (4,227)            (4,241)
                                                                              --------------      -------------
       Loans, net                                                                    422,477            349,587
Federal Home Loan Bank stock (at cost)                                                 1,539              1,539
Premises, furniture and equipment, net                                                 8,494              7,953
Intangible assets                                                                     14,271                827
Accrued interest receivable and other assets                                          13,711             12,703
                                                                              --------------      -------------

          Total assets                                                        $      609,228      $     483,969
                                                                              ==============      =============


LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
    Noninterest-bearing deposits                                              $       52,722      $      48,657
    Interest-bearing demand and savings deposits                                     233,109            170,308
    Interest-bearing time deposits                                                   215,505            176,581
                                                                              --------------      -------------
       Total deposits                                                                501,336            395,546
    Short-term borrowings                                                             19,637             16,402
    Long-term debt                                                                    37,466             23,854
    Accrued interest payable and other liabilities                                     6,950              5,553
                                                                              --------------      -------------
       Total liabilities                                                             565,389            441,355


Shareholders' equity
    Common stock, no par value:  5,000,000 shares authorized;
    2,398,827 and 2,394,035 shares issued; and 2,385,219
    and 2,380,427 shares outstanding                                                   2,399              2,394
    Additional paid-in capital                                                        32,737             32,620
    Retained earnings                                                                  8,932              7,747
    Unrealized gain / (loss) on securities available-for-sale,
      net of tax (($81) and ($27))                                                      (124)               (42)
    Less:  Treasury stock, at cost (13,608 shares)                                      (105)              (105)
                                                                              --------------      -------------
       Total shareholders' equity                                                     43,839             42,614
                                                                              --------------      -------------

          Total liabilities and shareholders' equity                          $      609,228      $     483,969
                                                                              ==============      =============
</TABLE>
See accompanying notes to consolidated financial statements.

<PAGE>4

                            LAFAYETTE BANCORPORATION
           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
               For the three months ended March 31, 1999 and 1998
              (Dollar amounts in thousands, except per share data)
                                   (Unaudited)

-------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                   1999                1998
                                                                                   ----                ----
<S>                                                                           <C>                 <C>
Interest income
    Loans                                                                     $        8,130      $       7,129
Taxable securities                                                                       890                820
    Tax exempt securities                                                                361                191
    Other                                                                                102                170
                                                                              --------------      -------------
       Total interest income                                                           9,483              8,310
Interest expense
    Deposits                                                                           3,901              3,569
    Short-term borrowings                                                                275                163
    Long-term debt                                                                       396                297
                                                                              --------------      -------------
       Total interest expense                                                          4,572              4,029
                                                                              --------------      -------------
Net interest income                                                                    4,911              4,281
Provision for loan losses                                                                180                180
                                                                              --------------      -------------
Net interest income after provision for loan losses                                    4,731              4,101
Noninterest income
    Income from fiduciary activities                                                     253                226
    Service charges on deposit accounts                                                  307                325
    Net realized gain on securities                                                        -                  -
    Net gain on loan sales                                                               308                225
    Other service charges and fees                                                       178                156
    Other operating income                                                               150                231
                                                                              --------------      -------------
       Total noninterest income                                                        1,196              1,163
                                                                              --------------      -------------
Noninterest expense
    Salaries and employee benefits                                                     2,166              1,957
    Occupancy expenses, net                                                              243                215
    Equipment expenses                                                                   286                254
    Other operating expenses                                                             962                824
                                                                              --------------      -------------
       Total noninterest expense                                                       3,657              3,250
                                                                              --------------      -------------
Income before income taxes                                                             2,270              2,014
Income taxes                                                                             751                689
                                                                              --------------      -------------
Net income                                                                             1,519              1,325
                                                                              --------------      -------------
Other comprehensive income, net of tax:
    Change in unrealized gains / (losses) on securities                                  (82)               (26)
                                                                              ---------------     --------------
Comprehensive income                                                          $        1,437      $       1,299
                                                                              ==============      =============

Basic earnings per share                                                      $          .64      $         .56
                                                                              ==============      =============
Diluted earnings per share                                                    $          .62      $         .55
                                                                              ==============      =============
Dividend per share                                                            $          .14      $         .12
                                                                              ==============      =============
</TABLE>
See accompanying notes to consolidated financial statements.

<PAGE>5

                            LAFAYETTE BANCORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               For the three months ended March 31, 1999 and 1998
                          (Dollar amounts in thousands)
                                   (Unaudited)

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

<TABLE>
<CAPTION>
                                                                         1999            1998
                                                                          ----            ----

<S>                                                                    <C>            <C>
Cash flows from operating activities
    Net income                                                         $     1,519    $     1,325
    Adjustments to reconcile net income to net cash
      from operating activities
       Depreciation                                                            194            157
       Premium amortization, net of discount accretion                         104             59
       Provision for loan losses                                               180            180
       Net realized gain on securities                                           -              -
       Net realized (gain) loss on sale of :
          Other real estate                                                      -            (43)
       Change in assets and liabilities:
          Loans originated for sale                                        (22,085)       (14,795)
          Loans sold                                                        23,791         16,348
          Accrued interest receivable and other assets                      (1,011)           603
          Accrued interest payable and other liabilities                     1,397            160
                                                                       -----------    -----------
              Net cash from operating activities                             4,089          3,994
Cash flows from investing activities
    Change in interest-bearing balances with other financial institutions       (8)            -
    Purchase of securities available-for-sale                              (24,883)       (17,650)
    Proceeds from sales of securities available-for-sale                         -          2,982
    Proceeds from maturities of securities available-for-sale                5,927         11,778
    Purchase of securities held-to-maturity                                 (2,000)           (92)
    Proceeds from maturities of securities held-to-maturity                     19             11
    Loans made to customers, net of payments collected                     (14,765)        (7,544)
    Property and equipment expenditures                                       (735)          (257)
    Proceeds from sales of other real estate                                     -            251 
                                                                       -----------    ------------
              Net cash from investing activities                           (36,445)       (10,521)
Cash flows from financing activities
    Net change in deposit accounts                                         (11,225)         6,927
    Cash received in branch acquisition for liabilities assumed, net
       of assets acquired                                                   45,266              -
    Net change in short-term borrowings                                      3,235         (7,385)
    Proceeds from long-term debt                                            14,000              -
    Payments on long-term debt                                                (388)          (410)
    Common stock issued                                                        122             69
    Dividends paid                                                            (334)          (281)
                                                                       ------------   ------------
              Net cash from financing activities                            50,676         (1,080)
Net change in cash and cash equivalents                                     18,320         (7,607)
Cash and cash equivalents at beginning of year                              18,768         30,901
                                                                       -----------    -----------
Cash and cash equivalents at end of period                             $    37,088    $    23,294
                                                                       ===========    ===========

Supplemental  disclosures of cash flow  information 
   Cash paid during the period for:
       Interest                                                        $     3,841    $     3,867
       Income taxes                                                            150             50
Non-cash investing activity
    Loans transferred to other real estate                             $       181    $        -
</TABLE>
See accompanying notes to consolidated financial statements.

<PAGE>6

                            LAFAYETTE BANCORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1999
         (Dollar amounts in thousands, except share and per share data)
                                   (Unaudited)

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

NOTE 1 - BASIS OF PRESENTATION

The significant  accounting  policies followed by Lafayette  Bancorporation (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 Generally
Accepted Accounting  Principles and in accordance with instructions to Form 10-Q
and may not include all  information and footnotes  normally  disclosed 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.  Certain
prior period  information  has been  reclassified  to  correspond  with the 1999
presentation.

NOTE 2 - PER SHARE DATA

The following  illustrates  the  computation  of basic and diluted  earnings per
share,  and includes the weighted  average  number of shares used in calculating
earnings and dividends per share amounts for the periods presented. The weighted
average number of shares has been retroactively restated for stock dividends.

<TABLE>
<CAPTION>

                                                             March 31,           March 31,
                                                               1999                1998
<S>                                                        <C>                <C>
Basic earnings per share
 Net income                                                $       1,519      $        1,325
Weighted average shares outstanding                            2,384,687           2,380,082
                                                           -------------      --------------

    Basic earnings per share                               $         .64      $          .56 
                                                           =============      ==============


Diluted earnings per share
 Net income                                                $       1,519      $        1,325

Weighted average shares outstanding                            2,384,687           2,380,082
Diluted effect of assumed shares
  exercised of Stock Options                                      62,268              47,276
                                                           -------------      --------------
    Diluted average shares outstanding                          2,446,955          2,427,358
                                                           --------------     --------------

    Diluted earnings per share                             $          .62     $          .55 
                                                           ==============     ==============

</TABLE>
<PAGE>7

                            LAFAYETTE BANCORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1999
         (Dollar amounts in thousands, except share and per share data)
                                   (Unaudited)
-------------------------------------------------------------------------------

NOTE 3 - SECURITIES

The amortized  cost and estimated  market values of securities are as follows at
March 31, 1999:

<TABLE>
<CAPTION>
                                                         Amortized                      Estimated
                                                           Cost                       Market Value
Securities Available-for-Sale
<S>                                                    <C>                            <C>        
U.S. Government and its agencies                       $    14,027                    $    14,069
Obligations of states and political subdivisions            25,321                         25,359
Corporate obligations                                        3,520                          3,507
Mortgage-backed and other asset-backed securities           53,038                         52,766
Other securities                                                31                             31
                                                       -----------                    -----------
                                                       $    95,937                    $    95,732
                                                       ===========                    ===========

Securities Held-to-Maturity

Obligations of states and political subdivisions       $     6,857                    $     7,025
                                                       ===========                    ===========
</TABLE>

The amortized  cost and estimated  market values of securities are as follows at
December 31, 1998:

<TABLE>
<CAPTION>
                                                         Amortized                      Estimated
                                                           Cost                       Market Value
Securities Available-for-Sale
<S>                                                    <C>                            <C>        
U.S. Government and its agencies                       $    14,039                    $    14,110
Obligations of states and political subdivisions            23,526                         23,637
Corporate obligations                                        2,520                          2,513
Mortgage-backed and other asset-backed securities           36,940                         36,696
                                                       -----------                    -----------
                                                       $    77,025                    $    76,956
                                                       ===========                    ===========

Securities Held-to-Maturity

Obligations of states and political subdivisions       $     4,879                    $     5,063
                                                       ===========                    ===========
</TABLE>

NOTE 4 - LOANS

Loans are comprised of the following:

                                                 March 31,         December 31,
                                                     1999                1998

 Commercial and agricultural loans         $        172,830    $       115,198
 Real estate construction loans                      33,166             28,043
 Residential real estate loans                      170,596            160,655
 Installment loans to individuals                    50,112             49,932
                                           ----------------    ---------------

    Total loans                            $        426,704    $       353,828
                                           ================    ===============

<PAGE>8

                            LAFAYETTE BANCORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1999
         (Dollar amounts in thousands, except share and per share data)
                                   (Unaudited)
-------------------------------------------------------------------------------


NOTE 5 - ALLOWANCE FOR LOAN LOSSES

The activity in the allowance for loan losses is as follows:

<TABLE>
<CAPTION>
                                                               1999                1998
                                                               ----                ----

<S>                                                        <C>                <C>           
    Balance, January 1                                     $       4,241      $        3,464
    Provision charged to operations                                  180                 180
    Loans charged-off                                               (211)                (86)
    Recoveries on loans previously charged-off                        17                  81
                                                           -------------      --------------

    Balance, March 31                                      $       4,227      $        3,639
                                                           =============      ==============

</TABLE>

NOTE 6 - SHORT-TERM BORROWINGS

Short-term borrowings are comprised of the following:

                                                 March 31,         December 31,
                                                    1999                1998

  Repurchase agreements                     $         18,581    $        15,788
  Treasury tax and loan open-end note                  1,056                614
                                            ----------------    ---------------

    Total short-term borrowings             $         19,637    $        16,402
                                            ================    ===============


NOTE 7 - BRANCH ACTIVITY

On March 12, 1999 the Bank completed the acquisition of three Bank One,  Indiana
branches located in DeMotte, Remington, and Rensselaer,  Indiana. The fair value
of assets acquired was $58,584 (predominately  commercial loans and the physical
facilities),  the fair value of liabilities assumed was $117,360  (predominately
deposits),  and the Bank received  $45,266 of cash at  settlement.  Goodwill and
core deposit intangibles associated with this purchase amounted to $13,510.

The branch  acquisition  was not  considered to be an  acquisition of a business
since,  among other things,  approximately 39% of the assets acquired was in the
form of cash, loans consisted almost entirely of commercial  loans, the branches
represented a small portion of the seller's  operations in the market area,  and
the seller's products differ from the Corporation's  products. In addition,  the
future  earnings from the net assets acquired will be dependent on the effective
use of the cash and the  generation  of other  types of  loans,  including  real
estate,  home equity,  credit  cards,  and other  consumer  loans.  Accordingly,
historical operating results of the branches acquired would not be indicative of
future  results,  and only  the  above  summary  information  on the net  assets
acquired is presented.

In an unrelated  event,  the Corporation  closed the branch located in Chalmers,
Indiana on March 27, 1999.

<PAGE>9

                            LAFAYETTE BANCORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1999
         (Dollar amounts in thousands, except share and per share data)
                                   (Unaudited)
-------------------------------------------------------------------------------


NOTE 8 - SEGMENT INFORMATION

The Corporation's operations include three primary segments:  banking,  mortgage
banking,  and trust.  Through its banking  subsidiary's  fourteen  locations  in
Tippecanoe,  White, and Jasper Counties,  the Corporation  provides  traditional
community banking services,  such as accepting  deposits and making  commercial,
residential  and  consumer  loans.   Mortgage  banking  activities  include  the
origination of residential mortgage loans for sale on a servicing released basis
to various investors.  The Corporation's trust department provides both personal
and corporate trust services.

The Corporation's  three reportable  segments are determined by the products and
services offered. Loans,  investments and deposits comprise the primary revenues
and expenses of the banking  operation,  net gains on loans sold account for the
revenues in the mortgage banking segment,  and trust administration fees provide
the primary revenues in the trust department.

The following segment  financial  information has been derived from the internal
profitability  reporting system utilized by management to monitor and manage the
financial  performance of the Corporation.  The accounting policies of the three
segments  are  the  same  as  those  described  in the  summary  of  significant
accounting  policies of the annual report.  The  Corporation  evaluates  segment
performance based on profit or loss before income taxes. The evaluation  process
for the mortgage banking and trust segments include only direct expenses,  while
certain  indirect  expenses,  including  goodwill,  are  absorbed by the banking
operation.

Quarter ended March 31:
<TABLE>
<CAPTION>

1999                                                              Mortgage                               Total
                                                Banking            Banking            Trust            Segments

<S>                                         <C>                <C>                <C>               <C>            
     Net interest income                    $         4,882    $           61     $            -    $         4,943
     Net gain on loan sales                               -               308                  -                308
     Other revenue                                      613                22                253                888
     Noncash items:
         Depreciation                                   181                 7                  6                194
         Provision for loan loss                        180                 -                  -                180
     Segment profit                                   2,109               213                 87              2,409
     Segment assets                                 599,852             8,514                166            608,532

</TABLE>

<TABLE>
<CAPTION>

1998                                                              Mortgage                               Total
                                                Banking            Banking            Trust            Segments

<S>                                         <C>                <C>                <C>               <C>            
     Net interest income                    $         4,241    $           37     $            -    $         4,278
     Net gain on loan sales                               -               225                  -                225
     Other revenue                                      700                12                226                938
     Noncash items:
         Depreciation                                   144                 7                  6                157
         Provision for loan loss                        180                 -                  -                180
     Segment profit                                   2,018               106                 46              2,170
     Segment assets                                 432,254             6,236                151            438,641
</TABLE>
<PAGE>10

                            LAFAYETTE BANCORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1999
         (Dollar amounts in thousands, except share and per share data)
                                   (Unaudited)
-------------------------------------------------------------------------------

NOTE 8 - SEGMENT INFORMATION (Continued)

Significant  segment  totals  are  reconciled  to the  financial  statements  as
follows:

<TABLE>
<CAPTION>

                                              Reportable                          Consolidated
1999                                           Segments             Other            Totals
----                                           --------             -----            ------

<S>                                         <C>                <C>                <C>           
     Net interest income (expense)          $         4,943    $          (32)    $        4,911
     Provision for loan loss                            180                 -                180
     Net gain on loan sales                             308                 -                308
     Other revenue                                      888                 -                888
     Profit                                           2,409              (890)             1,519
     Assets                                         608,532               696            609,228
</TABLE>

<TABLE>
<CAPTION>

                                              Reportable                          Consolidated
1998                                           Segments             Other            Totals
----                                           --------             -----            ------

<S>                                         <C>                <C>                <C>           
     Net interest income                    $         4,278    $            3     $        4,281
     Provision for loan loss                            180                 -                180
     Net gain on loan sales                             225                 -                225
     Other revenue                                      938                 -                938
     Profit                                           2,170              (845)             1,325
     Assets                                         438,641               767            439,408
</TABLE>

Amounts included in the "other" column are as follows.

                                                       1999               1998
                                                       ----               ----

Income:
     Holding company net interest
       income (expense)                      $           (32)   $            3

Profit:
     Holding company net interest
       income (expense)                                  (32)                3
     Holding company expenses                           (107)             (159)
     Income tax expense                                 (751)             (689)

Assets:
     Holding company assets                              696               767

<PAGE>11

ITEM 2.
                            LAFAYETTE BANCORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
              (Dollar amounts in thousands, except per share data)

Lafayette  Bancorporation  (the  "Corporation")  is a one-bank  holding  company
located  in  Lafayette,  Indiana.  The  Corporation's  wholly-owned  subsidiary,
Lafayette  Bank and Trust  Company  ("Bank")  conducts  business  from  fourteen
offices in Tippecanoe,  White,  and Jasper  Counties,  Indiana.  The Corporation
provides a wide range of commercial and personal banking  activities,  including
accepting deposits;  making commercial and consumer loans;  originating mortgage
loans;  providing  personal and corporate trust services;  providing  investment
advisory and brokerage  services;  and  providing  auto,  homeowners,  and other
insurance products.


RESULTS OF OPERATIONS


Mergers and Acquisitions

On March 12, 1999 the  Corporation  completed the acquisition of three Bank One,
Indiana branches located in DeMotte,  Remington,  and Rensselaer,  Indiana.  The
Corporation added  approximately  $117 million in deposits and approximately $58
million  in loans as a result of this  transaction.  Goodwill  and core  deposit
intangibles  associated with this purchase was approximately $13.5 million. This
acquisition  is the  first  for the  Corporation  in this  market  and it  added
approximately 25% to the Corporation's deposit base.


Net Income

The Corporation  earned $1,519,  or $.64 per share for the first quarter of 1999
compared to $1,325,  or $.56 per share for the first quarter of 1998.  The $194,
or 14.6%  increase  in net  income  was  attributable  primarily  to higher  net
interest  income.  Realized  gains on the sale of mortgage  loans in addition to
improved  earnings from the  Corporation's  trust  department and ATM fee income
were also  contributing  factors in  enhancing  earnings.  The  increase in 1999
profits were partially offset by increases in salaries and benefits expense,  in
addition  to  expenses  incurred in  connection  with the  purchase of the three
branches.

Return on average  assets (ROA) was 1.16% and 1.21% for the periods ending March
31, 1999 and 1998,  while  return on average  equity (ROE) was 13.99% and 13.56%
for the periods ending March 31, 1999 and 1998, respectively.


Net Interest Income

Net  interest  income is the most  significant  component  of the  Corporation's
earnings.  Net  interest  income is the  difference  between  interest  and fees
realized on earning assets, primarily loans and securities, and interest paid on
deposits and other borrowed  funds.  The net interest  margin is this difference
expressed as a percentage  of average  earning  assets.  Net interest  income is
determined  by several  factors,  including  the  volume of  earning  assets and
liabilities,  the mix of earning assets and liabilities, and interest rates. Net
interest  income for the first  quarter of 1999 was $630,  or 14.7%  higher than
that same three month period ending March 31, 1998. The Corporation's philosophy
of increasing  margin through loan growth  continued during the first quarter of
1999 and contributed significantly to the increase in net interest income.

Total interest income  increased  $1,173,  or 14.1% to $9,483 and $8,310 for the
first  quarter  of 1999 and 1998,  respectively.  Although  investment  security
income  increased  during 1999  primarily as a result of investing  excess funds
from the Bank One branch  acquisition,  it was the  continued  loan growth which
accounted for the largest  portion of the total interest income  increase.  From
March 1998 to March 1999, average loan balances increased $83,911, or 26.4%.

<PAGE>12

For the first quarter of 1999, total interest  expense  increased $543, or 13.5%
compared to the same 1998 time period.  While the  increase in average  deposits
gave rise to an increase in overall interest expense,  the overall cost of funds
actually  declined,  primarily due to the lower interest rate  environment  that
existed.


The following  table  summarizes  the  Corporation's  net interest  income (on a
tax-equivalent  basis) for each of the  periods  presented.  A marginal  federal
income tax rate of 34% for each period was used.

<TABLE>
<CAPTION>
                                      Three Months                         Change from
                                     Ended March 31,                      Prior Period
                                   1999             1998             Amount        Percent
                                   ----             ----             ------        -------


<S>                               <C>               <C>              <C>             <C>  
Interest income                   $9,674            $8,437           $1,237          14.7%

Interest expense                   4,572             4,029              543          13.5%
                                   -----             -----             ----
     Net interest income          $5,102            $4,408             $694          15.7%
                                  ======            ======             ====
</TABLE>

Net interest  income,  on a tax equivalent  basis, for the first three months of
1999 was $694,  or 15.7%  higher  than for that same three month  period  ending
March 31, 1998. The net interest margin, on a tax equivalent basis for the three
months ending March 31, 1999 and 1998 was 4.23% and 4.35%, respectively.

The ongoing shift in earning  assets to higher  yielding  loans,  along with the
increased  length  of time  those  higher  yielding  loans  have  been in place,
contributed to the interest income increase.


Provision for Loan Losses and Asset Quality

The provision for loan losses represents charges made to earnings to maintain an
adequate  allowance  for loan losses.  The  allowance is maintained at an amount
believed by management to be sufficient to absorb losses  inherent in the credit
portfolio.  Management conducts,  on a quarterly basis, a detailed evaluation of
the adequacy of the allowance.

Loans with a fair value of $56,398 were acquired in the Bank One, Indiana branch
acquisition.  The fair value of loans acquired is net of a fair value adjustment
for credit  risk of $563.  This credit risk  valuation  account  will be used to
absorb future charge-off's recorded on the acquired loans.

The  consolidated  provision for loan losses was $180 for the first three months
of 1999 and 1998,  respectively.  The  allowance  for loan losses was $4,227 and
$4,241 at March 31, 1999 and December 31, 1998,  respectively.  Adding the newly
established  credit  valuation  account with the allowance for loan losses,  the
allowance  as a  percentage  of loans was 1.12% and 1.20% at March 31,  1999 and
December 31,  1998,  respectively.  This  percentage  declined  during the first
quarter  due to the  loans  acquired  in the  Bank  One  acquisition.  Based  on
management's  review of the acquired  loans, it appeared the portfolio was above
average quality.  During the first quarter of 1999 net charge-off's increased to
$194, compared to $5 during the same time period one year earlier.  Increases in
commercial and mortgage charge-off's,  along with lower recovery amounts account
for the majority of the increase.

Nonperforming  loans include  nonaccrual  loans,  restructured  loans, and loans
delinquent 90 days or more.  Loans are classified as nonaccrual  when management
believes that  collection of interest is doubtful,  typically  when payments are
past due 90 days,  unless  the  loans are well  secured  and in the  process  of
collection.

<PAGE>13

The following table indicated the composition of nonperforming loans:

                                                 March 31,         December 31,
                                                    1999                1998

  Loans past due 90 days or more            $          1,102    $           775
  Non-accrual loans                                    1,165              1,468
  Restructured loans                                     188                197
                                            ----------------    ---------------

    Total nonperforming loans               $          2,455    $         2,440
                                            ================    ===============

Management  believes  overall  asset  quality has not declined  despite a slight
increase  in the  nonperforming  loan  totals.  Loans  past  due 90 days or more
increased as a result of two commercial and one mortgage loan,  while nonaccrual
loans declined due to one commercial loan paydown.

During the quarter  management began to implement certain changes to improve the
development of the loan watch list,  which include not only expanding the number
of loan grades,  but also further  clarifying the definition of the loan grades.
As a result of these measures,  watch list totals as of March 31, 1999 increased
significantly compared to those December 31, 1998 totals.


Noninterest Income and Expense

Noninterest  income  increased  $33, or 2.8% for the first three months of 1999,
compared  to the  same  1998  time  period.  Income  from  fiduciary  activities
increased  11.9% to $253 for the quarter  ending March 31, 1999.  An increase in
the number of  large-dollar  accounts,  along with an  increase  in the base fee
structure attributed to the higher fees recorded.

Service  charges on deposit  accounts were 5.5% lower for the first three months
of 1999 compared to the same 1998 time period.  A new no-cost  checking  account
product led to lower service charges recorded.

Net gain on loans originated and sold in the secondary mortgage market increased
36.9% to $308 for the  first  quarter  of 1999  compared  to $225 for the  first
quarter of 1998.  The lower  interest  rate  environment  led to an  increase of
$7,443,  or 45.5% in loan fundings for the first quarter of 1999 compared to the
first quarter of 1998.

Other  operating  income  decreased  $81,  or 35.1% to $150 for the first  three
months of 1999 compared to the $231 recorded for the first three months of 1998.
Two items accounted for the majority of the decrease in other operating  income.
First,  a $43  gain on the sale of an  other  real  estate  owned  property  was
recorded in the first quarter of 1998.  Additionally,  investors apparently were
taking a wait-and-see approach with regard to investing in the stock market. The
effect of decreased  stock market  investing led to lower revenues posted by the
Investment  Center, a full service  brokerage  operation offered through Raymond
James Financial Services, Inc., member NASD/SIPC.

Noninterest  expense increased $407, or 12.5% to $3,657 for the first quarter of
1999 compared to that same 1998 time period. Salaries and employee benefits, the
largest noninterest expense component, increased $209, or 10.7% during the first
quarter of 1999  primarily  as a result of the  forty-six  employees  assumed in
connection  with  the  acquisition  of the  three  Bank One  branches.  Staffing
increases  from the prior year also gave rise to higher health  insurance  costs
incurred during the first quarter of 1999. Further, improved fee generation from
the secondary  mortgage market  department led to increased  commissions paid to
loan originators.

Other operating  expenses increased $138, or 16.7% to $962 for the first quarter
of 1999  compared to the same 1998 time period.  The majority of the increase in
this category was attributable to the three Bank One branches acquired for items
such as office supplies for each location, training of personnel, in addition to
increased  goodwill and intangible  amortization  expense recorded for the first
one-half month.

<PAGE>14

Income Taxes

The Corporation's  effective tax rate was 33.1% and 34.2% for the periods ending
March  31,  1999  and  1998,  respectively.  Increased  interest  on  tax-exempt
securities  and  loans was a leading  factor  in the  lower  effective  tax rate
realized.

FINANCIAL CONDITION

Total  assets were  $609,228 at March 31, 1999  compared to $483,969 at December
31,  1998,  an  increase  of  $125,259,   or  25.9%.  As  previously  mentioned,
approximately   $117   million  in  deposits  and  $58  million  in  loans  were
attributable to the three Bank One,  Indiana branches  acquired in March,  1999.
Cash  and  cash  equivalents,  investment  securities  and net  loans  increased
$18,320, $20,754, and $72,890, respectively for the first quarter of 1999, while
loans held for sale decreased $1,706.

Total  deposits  increased  $105,790 to  $501,336 at March 31, 1999  compared to
$395,546 at December 31, 1998. Short-term borrowings increased $3,235 during the
first  quarter of 1999  primarily  due to  increases in  repurchase  agreements.
Long-term  debt at March 31, 1999 was  $37,466,  an  increase  of $13,612.  Loan
proceeds from the $14,000  obtained by the  Corporation  to inject as capital to
its  wholly-owned  subsidiary  bank,  net of $388 in  Federal  Home Loan Bank of
Indianapolis principal repayments accounted for this change.


Capital

The Corporation and Bank are subject to various regulatory capital guidelines as
required by federal and state  banking  agencies.  These  guidelines  define the
various components of core capital and assign risk weights to various categories
of assets.

Tier 1 capital consists of  shareholders'  equity less goodwill and core deposit
intangibles,  as defined by bank  regulators.  The  definition of Tier 2 capital
includes the amount of allowance  for loan losses which does not exceed 1.25% of
gross  risk  weighted  assets.  Total  capital  is the sum of Tier 1 and  Tier 2
capital.

The minimum requirements under the capital guidelines are a 4.00% leverage ratio
(Tier 1 capital divided by average assets less intangible  assets and unrealized
gains/losses),  a 4.00% Tier 1 risk-based  capital ratio (Tier 1 capital divided
by risk-weighted  assets), and an 8.00% total capital ratio (Tier 1 capital plus
Tier 2 capital divided by risk-weighted assets).

The Federal  Deposit  Insurance  Corporation  Improvement  Act of 1991  (FDICIA)
requires  federal  regulatory  agencies  to define  capital  tiers.  These  are:
well-capitalized,   adequately  capitalized,   undercapitalized,   significantly
undercapitalized,  and critically  undercapitalized.  Under these regulations, a
"well-capitalized" institution must achieve a Tier 1 risk-based capital ratio of
at least 6.00%,  a total capital ratio of at least 10.00%,  and a leverage ratio
of at least 5.00% and not be under a capital  directive  order.  Failure to meet
capital  requirements can initiate  regulatory action. If an institution is only
adequately  capitalized,  regulatory  approval is  required  to accept  brokered
deposits.  If  undercapitalized,   capital  distributions,   asset  growth,  and
expansion is limited,  in addition to the institution being required to submit a
capital restoration plan.

At March 31, 1999 and December 31, 1998, management was not aware of any current
recommendations  by banking  regulatory  authorities  which,  if they were to be
implemented,  would have, or are reasonably likely to have, a material effect on
the Corporation's consolidated liquidity, capital resources or operations

<PAGE>15

The  Corporation's  actual  consolidated  capital  amounts are  presented in the
following table.

<TABLE>
<CAPTION>
                                                                                 March 31,         December 31,
                                                                                   1999                1998

<S>                                                                          <C>                 <C>
       Tier 1 capital
         Shareholders' equity                                                $         43,839    $        42,614
         Less:  Intangibles                                                           (14,252)              (806)
         Add/less:  Unrealized loss/(gain) on securities                                  124                 42
                                                                             ----------------    ---------------

             TOTAL TIER 1 CAPITAL                                            $         29,711    $        41,850
                                                                             ================    ===============

       Total capital
         Tier 1 capital                                                      $         29,711    $        41,850
         Allowable allowance for loan losses                                            4,227              4,241
                                                                             ----------------    ---------------

             TOTAL  CAPITAL                                                  $         33,938    $        46,091
                                                                             ================    ===============

       RISK WEIGHTED ASSETS                                                  $        431,648    $       353,215
                                                                             ================    ===============

       AVERAGE ASSETS                                                        $        509,590    $       475,438
                                                                             ================    ===============
</TABLE>

The Corporation and Bank's actual capital ratios and minimum required levels are
presented in the following table.

<TABLE>
<CAPTION>
                                   Actual ratios as of                       Minimum
                                March 31,      December 31,             Capital Adequacy          Well-Capitalized
                                  1999             1998                    Requirement               Requirement
                                  ----             ----                    -----------               -----------

<S>                              <C>                <C>                      <C>                       <C>
Tier I Capital
 (to average assets)
    Consolidated                  5.8%               8.8%                     4.0%                      5.0%
    Lafayette Bank and Trust      8.4%               8.7%                     4.0%                      5.0%


Tier I Capital
 (to risk weighted assets)
    Consolidated                  6.9%             11.9%                      4.0%                      6.0%
    Lafayette Bank and Trust      9.7%             11.8%                      4.0%                      6.0%


Total Capital
 (to risk weighted assets)
    Consolidated                   7.8%              13.1%                    8.0%                      10.0%
    Lafayette Bank and Trust      10.7%              13.0%                    8.0%                      10.0%

</TABLE>
<PAGE>16

As discussed earlier,  the Corporation's  wholly-owned  subsidiary bank acquired
three branches on March 12, 1999.  Management was aware this  transaction  would
reduce  consolidated and bank-only capital levels. As a result,  the Corporation
borrowed $14 million and contributed $13 million of capital to the Bank in order
for the Bank to maintain its  well-capitalized  status. As of March 31, 1999 the
Bank  continued  its position as  well-capitalized.  Management  was also aware,
however,  that the Corporation's  capital level would temporarily drop below the
minimum required level for capital adequacy  purposes.  As of March 31, 1999 the
Corporation's  consolidated  capital level was slightly below the required level
for  capital  adequacy  purposes.   Management  will  continue  to  monitor  the
Corporation's  consolidated  capital level and anticipates  that the Corporation
will meet the minimum  required  level for capital  adequacy  purposes  prior to
December  31,  1999.  The Federal  Reserve Bank  considers  the holding  company
capital  adequacy in connection  with any  application  activity  which requires
their approval.  Further,  since the Corporation's  capital levels are below the
well-capitalized  category, the use of expedited Federal Reserve Bank procedures
in any application  activity which requires their approval will not be available
to the  Corporation  until  it  once  again  becomes  well-capitalized.  Certain
statements  in  this  paragraph   relating  to  future  capital  levels  of  the
Corporation and Bank are forward-looking which may or may not be accurate due to
the impossibility of predicting  future economic and business events,  including
the ability of the Corporation to raise additional  capital,  if needed, as well
as other factors that are beyond the control of the Corporation.

Liquidity

The  consolidated  statement of cash flows  illustrates  the elements which gave
rise to the change in the Corporation's  cash and cash equivalents for the three
months ended March 31, 1999 and 1998.  Including  net income of $1,519,  the net
cash from  operating  activities  for the first three  months of 1999  generated
$4,089 of available cash. Net cash from investing activities utilized $36,445 of
available  cash  primarily  as a result of  $20,956 in net  investment  security
purchases,  in  addition  to $14,765 of net loan  fundings  by the  Corporation.
Proceeds from the three  branches  acquired in addition to the proceeds from the
long-term  debt were offset by a decrease in deposits  not  associated  with the
branch  transaction.  The net result of this activity  generated  $50,676 in net
cash from financing activities.

Total cash inflows for the three month period in 1999  exceeded cash outflows by
$18,320 resulting in a cash and cash equivalent  balance of $37,088 at March 31,
1999.

YEAR 2000


 The  Corporation's  Board of Directors and  management is aware of the possible
consequences  the Y2K may pose with regard to the computer  systems  utilized to
conduct  business  on a daily  basis.  A "Year 2000  Committee",  which  reports
monthly to the Board of Directors,  has prepared a detailed plan to address this
issue.  In  addition  to  developing  contingency  plans,  the  Corporation  has
conducted internal employee training,  as well as customer awareness seminars in
an effort  to not only  communicate  the Y2K  issue,  but also to  inform  these
individuals of the Corporation's  approach to address this issue. Testing of the
Corporation's  core processing  systems began early in the third quarter of 1998
and was  temporarily  delayed due to the  installation  of a new proof system in
conjunction  with  the  time  restrictions   resulting  from  the  three  branch
acquisitions. Testing was completed, however, as of April 30, 1999.

Because the Y2K issue could affect the ability of the Corporation's customers to
conduct their business and operations in a timely and effective manner,  any Y2K
disruptions could adversely impact the Corporation. The Corporation's ability to
process  loan and  deposit  transactions  could be  affected,  which could limit
sources of revenues and funding from customers, as well as impact the quality of
the  loan  portfolio.  In order  to  assess  the  potential  credit  risk in the
Corporation's  loan  portfolio,  a  comprehensive  review of all commercial loan
customers whose aggregate borrowings were $200,000 or greater was performed.  No
borrowers were classified as having a high credit risk.

While  management  does not believe the necessary steps involved to resolve this
issue will  significantly  impair  the  organization's  ability  to operate  and
conduct  business in a normal fashion,  the Corporation  does estimate the total
cost to address this issue to be approximately $1.6 million.  Approximately $1.2
million of the estimated $1.6 million has been incurred  through March 31, 1999.
The  expenditures  related  to this  issue  are  comprised  primarily  of system
upgrades,  consisting  both of hardware and  software,  in addition to dedicated
personnel costs.

<PAGE>17

The above discussion of Y2K issues includes numerous forward-looking  statements
reflecting  management's  current  assessment  and estimates with respect to the
Corporation's  Y2K  compliance  efforts  and the  impact  of Y2K  issues  on the
Corporation's  business  and  operations.  Various  factors  could cause  actual
results  to  differ  materially  from  those  contemplated  by such  assessment,
estimates and forward-looking statements, including many factors that are beyond
the control of the Corporation.  These factors included, but are not limited to,
representations by vendors and customers,  technological advancements,  economic
conditions, and competitive considerations.


ITEM 3.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Market  risk of the  Corporation  encompasses  exposure  to both  liquidity  and
interest rate risk and is reviewed  quarterly by the  Asset/Liability  Committee
and the  Board  of  Directors.  There  have  been  no  material  changes  in the
quantitative and qualitative disclosures about market risks as of March 31, 1999
from the analysis and disclosures  provided in the  Corporation's  Form 10-K for
the year ended December 31, 1998.

PART II.   OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

        (a)   Exhibits

               27   Financial Data Schedule for March 31, 1999


        (b)   Reports on Form 8-K

               No Form 8-K was filed with the SEC during the quarter ended March
               31, 1999.


SIGNATURES

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


Date:  May 17, 1999                            By /s/ Robert J. Weeder
                                               --------------------------------
                                               Robert J. Weeder
                                               President


Date:  May 17, 1999                            By /s/ Marvin S. Veatch
                                               --------------------------------
                                               Marvin S. Veatch
                                               Vice President and Controller