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 March 31, 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     .  No     .

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



<PAGE>




                      SHELBY COUNTY BANCORP AND SUBSIDIARY


                                      INDEX

                                                                          Page
                                                                          Number

PART I.  FINANCIAL INFORMATION:

         Item 1.   Financial Statements
                           Consolidated Statements
                           of Financial Condition as of
                           March 31, 1997 (Unaudited)
                           and September 30, 1996.                          3

                           Consolidated Statements
                           of Earnings for the three
                           months ended March 31, 1997
                           and 1996 (Unaudited)                             4
                           Consolidated Statements of
                           Earnings for the six months
                           ended March 31, 1997 and
                           1996 (Unaudited)                                 5

                           Consolidated Statements of Cash Flows
                           for the six months ended
                           March 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

                                                       March 31,   September 30,
                                                         1997           1996
                                                      -----------    -----------
                                                      (Unaudited)
         ASSETS
Cash                                                  $   896,067      1,043,977
Interest-Bearing Deposits                               4,915,849      3,879,299
Investment Securities Available
    for Sale                                            7,285,823      7,243,756
Investment Securities Held to
    Maturity (market value: $1,139,250
    and $2,874,268)                                     1,124,399      1,267,448
Loans Receivable, Net                                  70,780,133
                                                                      66,522,476
Accrued Interest Receivable on
    Investment Securities                                 106,561        104,504
Stock of FHLB of Indianapolis                             725,000        620,100
Premises and Equipment                                  1,822,395      1,874,702
Prepaid Expenses and Other Assets                         138,966        119,353
                                                      -----------    -----------

TOTAL ASSETS                                          $87,795,193     82,675,615

         LIABILITIES AND SHAREHOLDERS'
         EQUITY
Liabilities:
    Deposits                                          $65,853,494     65,286,137
FHLB Advance and Other Borrowings                      14,564,572     10,071,360
Accrued Interest on Deposits                              130,870        133,492
Income Taxes Payable                                      267,280        225,237
Deferred Income Taxes                                      60,409          4,954
    Accrued Expenses and Other
         Liabilities                                      188,725        521,557
                                                      -----------    -----------

           TOTAL LIABILITIES                          $81,065,350     76,242,737
SHAREHOLDERS' EQUITY:
    Common stock, without par value:
      Shares authorized of 5,000,000;
      Shares issued and outstanding of175,950         $ 1,358,123      1,358,123
    Retained earnings-substantially
      restricted                                        4,958,307      4,744,525
Unrealized Appreciation on
      Investment Securities Available
      for Sale                                            413,413        330,230
                                                      -----------    -----------
TOTAL SHAREHOLDERS' EQUITY                            $ 6,729,843      6,432,878
                                                      -----------    -----------
TOTAL LIABILITIES AND SHAREHOLDERS'
      EQUITY                                          $87,795,193     82,675,615
                                                      ===========    ===========

See accompanying notes to consolidated financial statements.


<PAGE>

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

                                                           Three Months Ended
                                                               March 31,
                                                       -------------------------
                                                          1997           1996
Interest Income:
      Loans Receivable                                 $1,483,667      1,196,281
      Mortgage-Backed Securities                           65,019         79,485
      Interest-Bearing Deposits                            46,069         81,015
      Investment Securities                                58,936         57,835
      Dividends from FHLB                                  14,033          8,142
                                                       ----------     ----------

           Total Interest Income                        1,667,724      1,422,758
Interest Expense on FHLB Advances                         243,091            -0-
Interest Expense on Deposits                              766,848        834,216
                                                       ----------     ----------
     Total Interest Expense                             1,009,939        834,216
                                                       ----------     ----------
     Net Interest Income                                  657,785        588,542

Provision for Loan Losses                                  27,000         15,000
                                                       ----------     ----------

           Net Interest Income After
               Provision for Loan Losses                  630,785        573,542

Non-Interest Income:
      Service Charges and Fees                             59,601         47,594
      Other                                                23,254         55,033
                                                       ----------     ----------

         Total Non-Interest Income                         82,855        102,627
                                                       ----------     ----------

Non-Interest Expense:
        Salaries and Employee Benefits                    244,340        242,010
        Premises and Equipment                             64,958         68,797
        Federal Deposit Insurance                           8,944         40,851
        Data Processing                                    61,457         59,631
        Advertising                                        25,566         42,052
          Bank Fees and Charges                            23,029
                                                                          18,420
        Other                                              99,471        124,925

           Total Non-Interest Expense                     527,765        596,686

           Earnings Before Income Taxes                   185,875         79,483
           Income Taxes                                    65,843         34,799
                                                       ----------     ----------

           NET EARNINGS                                $  120,032         44,684
                                                       ----------     ----------

           EARNINGS PER SHARE                          $      .68     $      .25
                                                       ==========     ==========
                                                 

See accompanying notes to consolidated financial statements.

<PAGE>

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


                                                          Six Months Ended
                                                               March 31,
                                                      --------------------------
                                                          1997           1996
Interest Income:
      Loans Receivable                                 $2,922,909      2,323,437
      Mortgage-Backed Securities                          135,498        163,820
      Interest-Bearing Deposits                            67,756        146,826
      Investment Securities                               117,812         89,810
      Dividends from FHLB                                  26,269         16,395
                                                       ==========     ==========

           Total Interest Income                        3,270,244      2,740,288
           Interest Expense on FHLB Advances              388,693            -0-
           Interest Expense on Deposits                 1,524,856      1,608,865
           Total Interest Expense                       1,913,549      1,608,865
           Net Interest Income                          1,356,695      1,131,423

Provision for Loan Losses                                  50,000         30,000
                                                       ----------     ----------

           Net Interest Income After
               Provision for Loan Losses                1,306,695      1,101,423

Non-Interest Income:
      Service Charges and Fees                            119,341        117,205
      Other                                                48,368        111,759
                                                       ----------     ----------

         Total Non-Interest Income                        167,709        228,964

Non-Interest Expense:
        Salaries and Employee Benefits                    488,129        513,110
        Premises and Equipment                            130,175        128,295
        Federal Deposit Insurance                          35,214         82,093
        Data Processing                                   121,961        116,481
        Advertising                                        60,864         63,769
        Bank Fees and Charges                              45,793         31,767
        Other                                              190,463       197,829
                                                       ==========     ==========

           Total Non-Interest Expense                   1,072,599      1,133,344
                                                       ----------     ----------

           Earnings Before Income Taxes                   401,805        197,043
Income Taxes                                              152,845         89,619
                                                       ----------     ----------

           NET EARNINGS                                $  248,960        107,424
                                                       ----------     ----------

           EARNINGS PER SHARE                          $     1.41     $      .61

See accompanying notes to consolidated financial statements.

<PAGE>

                              SHELBY COUNTY BANCORP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                Six Months Ended
                                                                    March 31,
                                                          --------------------------
                                                              1997           1996
                                                          -----------    -----------
 Cash Flows From Operating Activities:
<S>                                                       <C>            <C>        
      Net Earnings                                        $   248,960    $   107,424
      Adjustments To Reconcile Net Earnings
         To Net Cash Provided By Operating
         Activities:
               Depreciation and Amortization                   78,467         44,339
               Net Deferred Loan Origination Fees               7,214         (8,892)
               Provision For Loan Losses                       50,000         30,000
                     Gain on sale of Securities AFS             4,156        (28,445)
               Increase (Decrease) in Accrued Int. Rec         (2,057)       (30,405)
               (Increase) Decrease in Other Assets            (19,613)       137,667
               Increase (Decrease) in Other Liabilities      (300,199)       365,503
                                                          -----------    -----------

      Net Cash Provided by Oper. Act                           66,928        617,191

      Cash Flows From Investing Activities:
      Loans Funded Net of Collections                      (4,314,871)    (6,192,889)
      Principal Collected on Investment Sec                   138,114         65,478
      Principal Collected on AFS Securities                   304,522        420,431
      Purchase of Premises and Equipment                      (31,981)       (24,094)
      Purchase of Investment Securities                           -0-      1,405,545
      Proceeds From Sale of Securities AFS                    901,158      4,585,117
      Purchase of Available for Sale Securities                   -0-     (9,001,724)
      Investment in FHLB Stock                               (104,900)           -0-
      Net Investment in Mtg.-Backed Sec. & Inv             (1,123,663)           -0-
      Disposals of Premises & Equipment                        21,154            -0-
                                                          -----------    -----------
          Net Cash Provided by (Used) in Invest. Act       (4,210,467)    (8,742,136)

 Cash Flows from Financing Activities:
      FHLB Advances                                         4,500,000             -0-
      Dividends Paid                                          (35,178)       (17,535)
      Net Increase in Deposits                                567,357      7,971,514
      Proceeds of Issuance of Common Stock                        -0-         17,250
      Net Cash Provided by Financing
         Activities                                         5,032,179      7,971,229
                                                          ===========    ===========
      Net Increase (Decrease) in Cash and
         Cash Equivalents                                     888,640       (153,716)
      Cash and Cash Equivalents at
         Beginning of Period                              $ 4,923,276      7,241,682
                                                          ===========    ===========
      Cash and Cash Equivalents at End of Period          $ 5,811,916      7,087,966
                                                          ===========    ===========
      Supplemental Cash Flow Information:
      Interest Paid                                       $ 1,536,393    $ 1,608,865
                                                          ===========    ===========
      Income Taxes Paid                                   $   100,000    $    72,276
                                                          ===========    ===========

       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 March 31, 1997 and for the
three  months and six months ended March 31, 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
March 31, 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
March 31,  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 March 17, 1997, the Board of Directors  declared a quarterly cash dividend of
$.10 per share.  The dividend was paid April 15, 1997 to  shareholders of record
as of March 31, 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 March 31,  1997,  were  $87,795,000,  an  increase  of
         $5,119,000  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 $66,098,000 at September 30, 1996
         to  $70,780,000  at March  31,  1997.  Mortgage  loans  increased  from
         $53,878,000  at September  30, 1996 to  $58,161,000  at March 31, 1997.
         Consumer  loans  decreased  from  $12,687,000  at  September  30,  1996
         to$12,593,000  at March 31,  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 $4,739,000 in
         mortgage and consumer lending. Interest bearing deposits increased from
         $3,879,000 at September 30, 1996 to $4,916,000 at March 31, 1996.

         Total  deposits at  September  30,  1996 of  $65,286,000  increased  to
         $65,853,000  at March 31, 1997.  This increase in deposits is primarily
         due to an increase in demand deposit  accounts.  Non- performing assets
         increased  from $247,000 at September 30, 1996 to $453,000 at March 31,
         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 March 31, 1997.

(b)  Results of Operations:

         During the three  month  period  ended  March 31,  1997,  net  earnings
         increased  to $120,000  ($.68 per share)  compared  to net  earnings of
         $45,000  ($.25 per share) during the three month period ended March 31,
         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  $631,000,  for the three months ended March 31, 1996,  compared to
         $574,000 for the three months ended March 31, 1996.  The interest  rate
         margin for the three months ended March 31, 1997 was 3.16%, compared to
         3.36% for the same period one year ago.  Interest income increased from
         $1,423,000  for the three months ended March 31, 1996 to $1,668,000 for
         the three months  endedMarch 31, 1997.  Interest  expense for the three
         month period ended March 31, 1997 was  $1,010,000  compared to $834,000
         for the three

<PAGE>

                      SHELBY COUNTY BANCORP AND SUBSIDIARY

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

         months ended March 31, 1996.  This increase is primarily  attributed to
         the increase in interest expense on FHLB borrowings. Total non-interest
         income was $83,000 for the three months ended March 31, 1997,  compared
         to $103,000 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  $528,000 for
         the  quarter  ended March 31,  1997  compared to $597,000  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's
         premiums.

         During  the six  month  period  ended  March  31,  1997,  net  earnings
         increased  to $249,000  ($1.41 per share)  compared to net  earnings of
         $107,000  ($.61 per share)  during the six month period ended March 31,
         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 $1,307,000 for
         the six months ended March 31, 1997 compared to $1,101,000  for the six
         months  ended  March 31,  1996.  The  interest  rate margin for the six
         months  ended March 31, 1997 was 3.20%,  compared to 3.05% 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  $2,740,000  for the six months ended
         March 31, 1996 to  $3,270,000  for the six months ended March 31, 1997.
         Interest  expense  for the six month  period  ended  March 31, 1997 was
         $1,914,000  compared to  $1,609,000  for the six months ended March 31,
         1996. This increase is primarily attributed to the increase in interest
         expense on FHLB borrowings.

         Total  non-interest  income was $168,000 for the six months ended March
         31, 1997 compared to $229,000 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 $1,073,000 for the six months ended March
         31, 1997 compared to $1,133,000  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 of the
         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 of a savings and loan holding company,  is subject to


<PAGE>

                      SHELBY COUNTY BANCORP AND SUBSIDIARY
         Management's Discussion and Analysis of Financial Condition and
                              Results of Operation


         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 March 31, 1997, the Bank satisfied
         its capital requirements.

         The following is a summary of the Bank's regulatory capital and capital
         requirements at March 31, 1997 based on capital  regulations  currently
         in effect for savings institutions.

                                  Tangible     Core     Risk-based
                                  Capital     Capital     Capital 

Regulatory Capital               $5,525,000  $5,525,000  $5,887,000
Minimum Capital Requirement       1,291,000   2,582,000   4,633,000

Excess Capital                   $4,234,000  $2,943,000  $1,254,000

Regulatory Capital Ratio              6.37%       6.37%      10.17%
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
         $2,122,000 in loan commitments as of March 31, 1997. The Bank maintains
         liquidity of at least 5% of net withdrawable assets. At March 31, 1997,
         its regulatory liquidity ratio was 13.96%.

<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 on Form 8-K


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


        Exhibit No.

         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  8-K--There  were no  reports on Form 8-K
                           filed during the three months ended March 31, 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:  May 5, 1997                      By    /s/ Rodney L. Meyerholtz
                                            ------------------------------------
                                                Rodney L. Meyerholtz
                                                President

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