F0RM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                  For the Quarterly Period Ended June 30, 1997

                                       OR

( )  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
                                     O-19445


                              SHELBY COUNTY BANCORP
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Indiana                            35-1832715
 -------------------------------       -------------------------------
 (State or other jurisdiction of       (I.R.S. Employer Identification
 incorporation or organization)                   Number)


              29 East Washington Street
                 Shelbyville, Indiana                     46176
           -------------------------------       ----------------------
           (Address of principal executive             (Zip Code)
                      office)


               Registrant's telephone number, including area code:
                                 (317) 398-9721

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.

                                                  Yes X    No     .

As of August 5, 1997, there were 175,950 shares of the Registrant's Common Stock
issued and outstanding.



<PAGE>


                   SHELBY COUNTY BANCORP AND SUBSIDIARY
                                                                       Page
PART I.  FINANCIAL INFORMATION:

   Item 1.          Financial Statements

                    Consolidated   Statements  of  Financial
                    Condition    as   of   June   30,   1997
                    (Unaudited) and September 30, 1996.                    3

                    Consolidated  Statements of Earnings for
                    the three months ended June 30, 1997 and
                    1996 (Unaudited)                                       4

                    Consolidated  Statements of Earnings for
                    the nine months  ended June 30, 1997 and
                    1996 (Unaudited)                                       5

                    Consolidated  Statements  of Cash  Flows
                    for the nine months  ended June 31, 1997
                    and 1996 (Unaudited)                                   6

                    Notes    to    Consolidated    Financial
                    Statements (Unaudited)                                 7

 Item 2.            Management's  Discussion and Analysis of
                    Financial   Condition   and  Results  of
                    Operations                                          8-10

PART II.  OTHER INFORMATION                                               11

SIGNATURE PAGE                                                            12

<PAGE>

                      SHELBY COUNTY BANCORP AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION


                                                   June 30,        September 30,
                                                    1997               1996
                                                 -----------       -------------
                                                          (Unaudited)
ASSETS
Cash                                             $   860,772          1,043,977
Interest-Bearing Deposits                          1,383,805          3,879,299
Investment Securities                                              
     Available  for Sale                           7,568,324          7,243,756
Investment Securities Held to                                      
     Maturity (market value:                                            
     $1,052,472 and $1,275,713)                    1,051,297          1,267,448
Loans Receivable, Net                             75,005,235         66,522,476
Accrued Interest Receivable on                                     
     Investment Securities                            95,392            104,504
Stock of FHLB of Indianapolis                        850,000            620,100
Real Estate Owned                                     36,727                 --
Premises and Equipment                             1,799,920          1,874,702
Prepaid Expenses and Other Assets                    124,211            119,353
                                                 -----------         ----------
TOTAL ASSETS                                     $88,775,683         82,675,615
                                                 -----------         ----------
LIABILITIES AND SHAREHOLDERS' EQUITY                               
Liabilities:                                                       
 Deposits                                        $64,001,250         65,286,137
 FHLB Advances and Other Borrowings               17,061,071         10,071,360
  Accrued Interest on Deposits                       110,951            133,492
  Income Taxes Payable                               249,528            225,237
  Deferred Income Taxes                              182,270              4,954
  Accrued Expenses and Other Liabilities             143,806            521,557
                                                 -----------         ----------
TOTAL LIABILITIES                                $81,748,876         76,242,737
                                                 -----------         ----------
                                                                   
SHAREHOLDERS' EQUITY:                                              
Common stock, without par value:                                   
     Shares authorized of 5,000,000;                                    
     Shares issued and outstanding of 175,950    $ 1,358,123          1,358,123
Retained earnings-substantially                                    
     restricted                                    5,072,479          4,744,525
Unrealized Appreciation on                                         
     Investment Securities Available                               
     for Sale                                        596,205            330,230
                                                 -----------         ----------
      TOTAL SHAREHOLDERS' EQUITY                 $ 7,026,807          6,432,878
                                                 -----------         ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY       $88,775,683         82,675,615
                                                 -----------         ----------


                                                                    
See accompanying notes to consolidated financial statements.        
                                                                    
                                                                    
<PAGE>


                      SHELBY COUNTY BANCORP AND SUBSIDIARY
                       CONSOLIDATED STATEMENTS OF EARNINGS
                                  (Unaudited)
                                                      Three Months Ended
                                                           June 30,
                                                ------------------------------
                                                    1997               1996
                                                ----------           ---------
Interest Income:
  Loans Receivable                              $1,543,321           1,204,741
  Mortgage-Backed Securities                        58,782              73,749
  Interest-Bearing Deposits                         29,030              61,289
  Investment Securities                             43,709              65,403
  Dividends from FHLB                               14,673               7,734
                                                ----------          ----------

                  Total Interest Income          1,689,515           1,412,916

Interest Expense on FHLB Advances                  251,333               7,103
Interest Expense on Deposits                       732,286             834,241 
                                                ----------          ----------
      Total Interest Expense                       983,619             841,344
                                                ----------          ----------

      Net Interest Income                          705,896             571,572

Provision for Loan Losses                           27,000              15,000
                                                ----------          ----------
      Net Interest Income After                                        
         Provision for Loan Losses                 678,896             556,572
                                                                 
Non-Interest Income:                                             
  Service Charges and Fees                          62,286              58,965
  Other                                             20,216              40,966
                                                ----------          ----------
Total Non-Interest Income                           82,502              99,931
                                                ----------          ----------
Non-Interest Expense:                                            
  Salaries and Employee Benefits                   235,386             238,255
  Premises and Equipment                            68,867              68,488
  Federal Deposit Insurance                         17,184              44,383
  Data Processing                                   59,709              58,901
  Advertising                                       43,540              31,235
  Bank Fees and Charges                             25,074              17,827
  Other                                            105,398             101,695
                                                ----------          ----------
      Total Non-Interest Expense                   555,158             560,784 
                                                ----------          ----------
Earnings Before Income Taxes                       206,240              95,719
Income Taxes                                        74,472              26,415
                                                ----------          ----------
NET EARNINGS                                    $  131,768              69,304
                                                ----------          ----------
EARNINGS PER SHARE                              $      .75          $      .39
                                                ----------          ----------
                                                             

See accompanying notes to consolidated financial statements.   

<PAGE>

                     SHELBY COUNTY BANCORP AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF EARNINGS
                                  (Unaudited)

                                                    Nine Months Ended
                                                        June 30,
                                               --------------------------
                                                  1997            1996
                                               ----------      ----------
Interest Income:
     Loans Receivable                          $4,466,230       3,528,178
     Mortgage-Backed Securities                   194,280         237,569
     Interest-Bearing Deposits                     96,786         208,115
     Investment Securities                        161,521         155,213
     Dividends from FHLB                           40,942          24,129
                                               ----------      ----------
          Total Interest Income                 4,959,759       4,153,204

Interest Expense on FHLB Advances                 640,026           7,103
Interest Expense on Deposits                    2,257,142       2,443,003
                                               ----------      ----------
          Total Interest Expense                2,897,168       2,450,106
                                               ----------      ----------
          Net Interest Income                   2,062,591       1,703,098

Provision for Loan Losses                          77,000          45,000
                                               ----------      ----------
          Net Interest Income After
            Provision for Loan Losses           1,985,591       1,658,098

Non-Interest Income:
     Service Charges and Fees                     181,627         176,170
     Other                                         68,584         152,725
                                               ----------      ----------
          Total Non-Interest Income               250,211         328,895
                                               ----------      ----------
Non-Interest Expense:
     Salaries and Employee Benefits               723,515         751,365
     Premises and Equipment                       199,042         196,783
     Federal Deposit Insurance                     52,398         126,476
     Data Processing                              181,670         175,382
     Advertising                                  104,404          95,004
     Bank Fees and Charges                         70,867          49,594
     Other                                        295,861         299,524
                                               ----------      ----------
          Total Non-Interest Expense            1,627,757       1,694,128
                                               ----------      ----------
          Earnings Before Income Taxes            608,045         292,865
Income Taxes                                      227,317         116,034
                                               ----------      ----------
          NET EARNINGS                         $  380,728         176,831
                                               ----------      ----------
          EARNINGS PER SHARE                   $     2.16      $     1.01
                                               ----------      ----------
 
See accompanying notes to consolidated financial statements.

<PAGE>


                              SHELBY COUNTY BANCORP
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                            Nine Months Ended
                                                                 June 30,
                                                     -----------------------------
                                                          1997            1996
                                                     ------------    -------------
Cash Flows From Operating Activities:
<S>                                                  <C>             <C>         
     Net Earnings                                    $    380,728    $    176,831
     Adjustments To Reconcile
       Net Earnings To Net Cash
       Provided By Operating Activities:
          Depreciation and Amortization                   125,837          72,277
          Net Deferred Loan Origination Fees                9,788          (9,675)
          Provision For Loan Losses                        77,000          45,000
          Gain on Sale of Securities AFS                    4,751         (28,445)
          Increase (Decrease) in Accrued Int. Rec           9,112         (20,930)
          (Increase) Decrease in Other Assets              (4,858)         79,234
          Increase (Decrease) in Other Liabilities       (386,290)        433,257
                                                     ------------    ------------
     Net Cash Provided by Oper. Act                       216,068         747,549
                                                     ------------    ------------
Cash Flows From Investing Activities:
     Loans Funded Net of Collections                   (8,606,274)    (12,164,971)
     Principal Collected on Investment Sec.               208,100         139,450
     Principal Collected on AFS Securities                407,482         670,183
     Purchase of Premises and Equipment                   (41,431)        (29,094)
     Purchase of Investment Securities                          0       1,405,545
     Proceeds From Sale of Securities AFS               2,352,427       5,951,754
     Purchase of Available for Sale Securities                  0      (9,258,512)
     Investment in FHLB Stock                            (229,900)              0
     Net Investment in Mtg.-Backed Sec. & Inv          (2,668,664)              0
     Disposals of Premises & Equipment                     21,154               0

     Net Cash Provided by (Used) in Invest. Act        (8,557,106)    (13,285,645)
                                                     ------------    ------------
Cash Flows from Financing Activities:
     FHLB Advances                                      7,000,000       3,500,000
     Dividends Paid                                       (52,774)        (35,130)
     Net Decrease in Deposits                          (1,284,887)      4,599,386
     Proceeds of Issuance of Common Stock                       0          17,250
                                                     ------------    ------------
     Net Cash Provided by Financing Activities          5,662,339       8,081,506
                                                     ------------    ------------
Net Increase (Decrease) in Cash
     and Cash Equivalents                              (2,678,699)     (4,456,590)
                                                     ------------    ------------
Cash and Cash Equivalents at Beginning of
         Period                                      $  4,923,276       7,241,682
                                                     ------------    ------------
Cash and Cash Equivalents at End of Period           $  2,244,577       2,785,092
                                                     ------------    ------------
Supplemental Cash Flow Information:
     Interest Paid                                   $  2,324,538    $  2,409,480
                                                     ------------    ------------
     Income Taxes Paid                               $    200,000    $     70,568
                                                     ------------    ------------
     Transfer From Investment Security Portfolio
         to Available for Sale Portfolio             $          0    $  1,521,991
                                                     ------------    ------------

</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>


                      SHELBY COUNTY BANCORP AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1 Basis of Presentation

The  consolidated  financial  statements  include the accounts of Shelby  County
Bancorp (the  "Corporation")  and its subsidiary Shelby County Savings Bank, FSB
(the "Bank"). A summary of significant  accounting policies is set forth in Note
1 of Notes to Consolidated  Financial  Statements  included in the September 30,
1996 Annual Report to Shareholders.

The consolidated  interim financial  statements have been prepared in accordance
with instructions to Form 10-Q, and therefore do not include all information and
footnotes  necessary for a fair presentation of financial  position,  results of
operations  and cash flows in  conformity  with  generally  accepted  accounting
principles.

The consolidated interim financial statements at June 30, 1997 and for the three
months and nine  months  ended June 30,  1997 and 1996 have not been  audited by
independent  accountants,  but  reflect,  in  the  opinion  of  management,  all
adjustments  (which  include  only normal  recurring  adjustments)  necessary to
present fairly the financial position,  results of operations and cash flows for
such periods.

Note 2 Earnings Per Share

Earnings per share are  computed by dividing net earnings for the periods  ended
June 30, 1997 and 1996 by the 175,950  shares of weighted  average  common stock
outstanding,  respectively,  during the period. The effects of outstanding stock
options are dilutive by less than 3%.

Note 3 Stock Option Plan

The  Corporation  has  adopted a stock  option  plan  whereby  17,250  shares of
authorized but unissued  common stock were reserved for future issuance upon the
exercise of stock  options  granted to key  employees and directors at an option
price of $10 per share.  Options for 12,075 shares at an option price of $10 per
share have been granted  under the plan.  Three  thousand four hundred and fifty
shares of stock have been issued under the plan  pursuant to those options as of
June 30, 1997. Options for 1,725 shares at an option price of $18 per share have
also been granted under the plan. Options for 3,450 shares at an option price of
$20 per share have also been granted under the plan.

Note 4 Dividends

On June 21, 1997,  the Board of Directors  declared a quarterly cash dividend of
$.10 per share. The dividend was paid July 15, 1997 to shareholders of record as
of June 30, 1997.

<PAGE>


                      SHELBY COUNTY BANCORP AND SUBSIDIARY

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

(a)  Financial Condition:

     Total assets at June 30, 1997, were $88,776,000,  an increase of $6,100,000
from total assets of  $82,676,000  at September 30, 1996.  The most  significant
increases  in assets  was in net loans  receivable.  Total net loans  receivable
increased  from  $66,522,000  at September 30, 1996 to  $75,005,000  at June 30,
1997.  Mortgage  loans  increased  from  $53,878,000  at  September  30, 1996 to
$60,598,000  at June 30, 1997.  Consumer  loans  increased  from  $12,687,000 at
September  30, 1996 to  $14,333,000  at June 30, 1997.  The increase in mortgage
loans is  attributed  to a very strong local  economy and loan  demand.  The two
branches that were opened in 1995 have  contributed  over $5,224,000 in mortgage
and consumer  lending.  Interest bearing  deposits  decreased from $3,879,000 at
September 30, 1996 to $1,384,000 at June 30, 1997.

     Total  deposits  at  September  30,  1996  of   $65,286,000   decreased  to
$64,001,000 at June 30, 1997. This decrease in deposits is due to an increase in
loan demand.

     Non-performing  assets  increased  from  $247,000 at September  30, 1996 to
$752,000 at June 30, 1997. It is management's  opinion that the bank's allowance
for possible  loan losses is adequate to absorb any  anticipated  future  losses
from loans at June 30, 1997.

(b)  Results of Operations:

     During the three month period ended June 30, 1997,  net earnings  increased
to  $132,000  ($.75 per share)  compared to net  earnings  of $69,000  ($.39 per
share)  during the three  month  period  ended June 30,  1996.  The  increase in
earnings is  primarily  the result of an  increase in  interest  income on loans
receivable in excess of the increase in interest expense.

     Net interest income after  provision for loan losses was $557,000,  for the
three  months  ended June 30,  1996,  compared to $679,000  for the three months
ended June 30, 1997.  The  interest  rate margin for the three months ended June
30, 1997 was 3.34%, compared to 3.16% for the same period one year ago.

     Interest  income  increased from $1,413,000 for the three months ended June
30, 1996 to $1,690,000 for the three months endedJune 30, 1997. Interest expense
for the three month period ended June 30, 1997 was $984,000 compared to $841,000


<PAGE>


                      SHELBY COUNTY BANCORP AND SUBSIDIARY

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

for the three months ended June 30, 1996.  This  increase is  attributed  to the
increase in interest expense on FHLB borrowings.

         Total  non-interest  income was $83,000 for the three months ended June
30,  1997,  compared to $100,000  for the same period in 1996.  The decrease was
primarily due to the closure of The Shelby Group,  a wholly owned  subsidiary of
the Bank in November of 1996.

     Non-interest  expense totaled  $555,000 for the quarter ended June 30, 1997
compared to $561,000 for the same period in the prior year. The primary decrease
in non-interest expense relate to the reduction in the Federal Deposit Insurance
Corporation insurance premiums.

     During the nine month period ended June 30, 1997, net earnings increased to
$381,000  ($2.16 per share)  compared to net  earnings  of  $177,000  ($1.01 per
share)  during the nine  month  period  ended June 30,  1996.  The  increase  in
earnings is primarily the result of an increase in interest  income in excess of
the increase in total interest expense.

     Net interest  income after provision for loan losses was $1,986,000 for the
nine months ended June 30, 1997 compared to $1,658,000 for the nine months ended
June 30, 1996.  The interest rate margin for the nine months ended June 30, 1997
was 3.25%,  compared to 3.01% for the same period one year ago.  The increase in
the  margin is  primarily  due to the decrease  in rates  being  paid on deposit
accounts.

     Interest  income  increased from  $4,153,000 for the nine months ended June
30, 1996 to $4,960,000 for the nine months ended June 30, 1997. Interest expense
for the nine  month  period  ended  June 30,  1997 was  $2,897,000  compared  to
$2,450,000 for the nine months ended June 30, 1996.  This increase is attributed
to the increase in interest expense on FHLB borrowings.

     Total  non-interest  income was $250,000 for the nine months ended June 30,
1997  compared  to  $329,000  for the same  period  in 1996.  The  decrease  was
primarily due to the closure of The Shelby  Group,  Inc. by the Bank in November
of 1996.

     Non-interest  expense totaled $1,628,000 for the nine months ended June 30,
1997 compared to $1,694,000  for the same period in the prior year. The decrease
in non-interest  expense is due to cost cutting measures related to salaries and
employee benefits and the reduction ofthe Federal Deposit Insurance  Corporation
insurance premiums.

(c)  Capital Resources and Liquidity

     The  Corporation  is subject to  regulation  as a savings  and loan holding
company by the Office of Thrift Supervision  ("OTS").  The Bank, as a subsidiary


<PAGE>

                  SHELBY COUNTY BANCORP AND SUBSIDIARY

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

of a savings and loan holding company, is subject to certain restrictions in its
dealings  with  the   Corporation.   The  Bank   is subject  to  the  regulatory
requirements applicable to a federal savings bank.

     Current capital  regulations  require savings  institutions to have minimum
tangible capital equal to 1.5% to total assets and a core capital ratio equal to
3% of total assets.  Additionally,  savings  institutions are required to meet a
risk-based  capital ratio equal to 8.0% for  risk-weighted  assets.  At June 30,
1997, the Bank satisfied its capital requirements.

     The  following  is a summary of the Bank's  regulatory  capital and capital
requirements at June 30, 1997 based on capital  regulations  currently in effect
for savings institutions.

                                   Tangible         Core          Risk-based
                                   Capital         Capital         Capital
                                  ----------      ----------      ----------
Regulatory Capital                $5,454,000      $5,454,000      $5,820,000
Minimum Capital Requirement        1,307,000       2,614,000       4,900,000
                                   ---------       ---------       ---------

Excess Capital                    $4,147,000      $2,840,000      $  920,000

Regulatory Capital Ratio                6.18%           6.18%           9.50%
Required Capital Ratio                  1.50%           3.00%           8.00%
                                                            
     Liquidity  measures the Bank's ability to meet its savings  withdrawals and
lending  commitments.  Management believes that the Bank's liquidity is adequate
to  meet  current  requirements,  such  as the  funding  of  $1,788,000  in loan
commitments as of June 30, 1997. The Bank maintains  liquidity of at least 5% of
net withdrawable  assets.  At June 30, 1997, its regulatory  liquidity ratio was
8.03%.


<PAGE>

II.   OTHER INFORMATION

Item 1.  Legal Proceedings

     The Bank is not engaged in any legal  proceedings  of a material  nature at
the present time.  From time to time,  the Bank is a party to legal  proceedings
wherein it enforces its security interest in mortgage loans made by it.
 
Item 6.  Exhibits and Reports of Form 8-K

         (a)      The  following  exhibits  are filed  herewith or  incorporated
                  herein by reference:

3(1)     The Articles of Incorporation of the Registrant are incorporated herein
         by reference to Exhibit 3(1) to the Registration  Statement on Form S-1
         (Registration No. 33-40540)


3(2)     The Code of  By-Laws  of the  Registrant  are  incorporated  herein  by
         reference  to Exhibit  3(2) to the  Registration  Statement of Form S-1
         (Registration No. 33-40540)

4        The Rights Agreement,  dated as of April 17, 1995,  between  Registrant
         and Bank One, Indianapolis, NA, as Rights Agent, is incorporated herein
         by  reference  to Exhibit 2 to the  Registration  Statement on Form 8-A
         (Registration No. 19445)

27       Financial Date Schedule

         (b)      Reports on Form 8-K -- There were no reports on Form 8-K filed
                  during the three months ended June 30, 1997.

<PAGE>


                                   SIGNATURES

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


                                             SHELBY COUNTY BANCORP



Date:  August 5, 1997                   By  /s/ Rodney L. Meyerholtz
                                            ------------------------------------
                                                Rodney L. Meyerholtz
                                                President



Date:  August 5, 1997                   By  /s/ Robert E. Thomas
                                            ------------------------------------
                                                Robert E. Thomas
                                                Treasurer