F0RM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20552

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

                For the Quarterly Period Ended December 31, 1996

                                       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 February 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
                 December 31, 1996 (Unaudited)
                 and September 30, 1996.                                 3

                 Consolidated Statements
                 of Earnings for the three
                 months ended December 31, 1996
                 and 1995 (Unaudited)                                    4
                 Consolidated Statements of Cash Flows
                 for the three months ended
                 December 31, 1996 and 1995 (Unaudited)                  5

                 Notes to Consolidated
                 Financial Statements (Unaudited)                        6

       Item 2.   Management's Discussion and Analysis of
                 Financial Condition and Results of Operations         7-9

PART II.  OTHER INFORMATION                                             10

SIGNATURE PAGE                                                          11

<PAGE>


                      SHELBY COUNTY BANCORP AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                   (Unaudited)


                                           December 31,  September 30,
                                               1996           1995
                                           -----------    -----------
     ASSETS
Cash                                       $   955,111      1,043,977
Interest-Bearing Deposits                    4,137,503      3,879,299
Investment Securities Available
     for Sale                                7,426,158      7,243,756
Investment Securities Held to
     Maturity (market value: $1,287,787
     and $2,874,268)                         1,215,871      1,267,448
Loans Receivable, Net                       69,578,902     66,522,476
Accrued Interest Receivable on
     Investment Securities                      90,171        104,504
Stock of FHLB of Indianapolis                  725,000        620,100
Premises and Equipment                       1,859,749      1,874,702
Prepaid Expenses and Other Assets              119,102        119,353

TOTAL ASSETS                               $86,107,567     82,675,615
                                           -----------    -----------

     LIABILITIES AND SHAREHOLDERS'
     EQUITY
Liabilities:
     Deposits                              $64,287,888     65,286,137
     FHLB Advances                          14,568,001     10,071,360
     Accrued Interest on Deposits              112,787        133,492
     Income Taxes Payable                      212,958        225,237
     Deferred Income Taxes                      51,430          4,954
     Accrued Expenses and Other
        Liabilities                            260,576        521,557

          TOTAL LIABILITIES                $79,493,640     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                            4,855,858      4,744,525
     Unrealized Appreciation on
       Investment Securities Available
       for Sale                                399,946        330,230
                                           -----------    -----------
          TOTAL SHAREHOLDERS' EQUITY       $ 6,613,927      6,432,878
TOTAL LIABILITIES AND SHAREHOLDERS'
  EQUITY                                   $86,107,567     82,675,615


 See accompanying notes to consolidated financial statements.

<PAGE>

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

                                             Three Months Ended
                                                 December 31,
                                          ------------------------
                                             1996          1995
                                          ----------    ----------
Interest Income:
     Loans Receivable                     $1,439,242     1,127,156
     Mortgage-Backed Securities               70,479        84,335
     Interest-Bearing Deposits                21,687        65,811
     Investment Securities                    58,876        31,975
     Dividends from FHLB                      12,236         8,253

          Total Interest Income            1,602,520     1,317,530
Interest Expense on FHLB Advances            145,602           -0-
Interest Expense on Deposits                 758,008       774,649
          Total Interest Expense             903,610       774,649
                                          ----------    ----------
          Net Interest Income                698,910       542,881
Provision for Loan Losses                     23,000        15,000

          Net Interest Income After
            Provision for Loan Losses        675,910       527,881

Non-Interest Income:
     Service Charges and Fees                 59,740        69,611
     Other                                    25,114        56,726

          Total Non-Interest Income           84,854       126,337

Non-Interest Expense:
     Salaries and Employee Benefits          243,789       271,100
     Premises and Equipment                   65,217        59,498
     Federal Deposit Insurance                26,270        41,242
     Data Processing                          60,504        56,850
     Advertising                              35,298        21,717
     Bank Fees and Charges                    22,764        13,347
     Other                                    90,992        95,704
                                          ----------    ----------

          Total Non-Interest Expense         544,834       559,458

          Earnings Before Income Taxes       215,930        94,760
Income Taxes                                  87,002        35,454

          NET EARNINGS                    $  128,928        59,306

          EARNINGS PER SHARE              $      .73    $      .34
                                          ----------    ----------

See accompanying notes to consolidated financial statements.



<PAGE>

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                        Three Months Ended
                                                            December 31,
                                                   ---------------------------
                                                        1996           1995
                                                   -----------     -----------
Cash Flows From Operating Activities:
Net Earnings                                       $   128,928     $    59,306
Adjustments To Reconcile Net Earnings
    To Net Cash Provided By Operating
    Activities:
         Depreciation and Amortization                  37,904          26,606
         Net Deferred Loan Origination Fees              6,446            (708)
         Provision For Loan Losses                      23,000          15,000
         Gain on Sale of Securities AFS                   (258)        (20,031)
         Increase (Decrease) in Accrued
               Int. Rec                                 14,333           2,422
         (Increase) Decrease in Other Assets               251         218,210
         Increase in Other Liabilities                (293,448)        263,547
                                                   -----------     -----------

Net Cash Provided by Oper. Act                         (82,844)        564,352

 Cash Flows From Investing Activities:
Loans Funded Net of Collections                     (3,085,872)     (3,113,055)
Principal Collected on Investment Sec                  242,115         238,187
Investment in FHLB Stock                              (104,900)             -- 
Purchase of Premises and Equipment                     (31,981)        (24,094)
Disposals of Premises and Equipment                     16,154              --
Proceeds From Sale of Securities AFS                   187,136       2,179,440
Investment in Real Estate Owned, Net                        --          (5,350)
Net Investment in Mtg.-Backed Sec. & Inv              (451,267)     (3,919,363)
    Net Cash Provided by (Used) in Invest. Act      (3,228,615)     (4,644,235)

Cash Flows from Financing Activities:
FHLB Advances                                        4,500,000              --
Dividends Paid                                         (17,595)        (17,535)
Net Increase in
Deposits                                              (998,249)      5,948,988
Repayment of FHLB Advances & Other Borrowings           (3,359)             --
Proceeds of Issuance of Common Stock                        --          17,250
Net Cash Provided by Financing
    Activities                                       3,480,797       5,948,703
                                                   -----------     -----------
 Net Decrease in Cash and Cash
 Equivalents                                           169,338       1,868,820
                                                   -----------     -----------
 Cash and Cash Equivalents at Beginning of
 Period                                            $ 4,923,276       7,241,682
  Cash and Cash Equivalents at End of Period       $ 5,092,614       9,110,502

 Supplemental Cash Flow Information:
Interest Paid                                      $   881,822     $   744,401
                                                   -----------     -----------
Income Taxes Paid                                  $   100,000     $    35,434
                                                   -----------     -----------


 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 December 31, 1996 and for the
three  months  ended  December  31,  1996 and 1995  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
December  31, 1996 and 1995 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.  A total of 3,450 shares of stock have
been issued under the plan as of December 31, 1996.  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 December 23, 1996, the Board of Directors  declared a quarterly cash dividend
of $.10 per share.  The dividend was paid  January 15, 1997 to  shareholders  of
record as of December 31, 1996.

<PAGE>
 

                           SHELBY COUNTY BANCORP AND
                                   SUBSIDIARY

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

(a)  Financial Condition:

         Total  assets at December 31, 1996,  were  $86,108,000,  an increase of
$3,432,000  from total assets of  $82,676,000  at September  30, 1996.  The most
significant  increase  in  assets  was in net loans  receivable.Total  net loans
receivable  increased  from  $66,522,000 at September 30, 1996 to $69,579,000 at
December 31, 1996.  Mortgage loans  increased from  $53,878,000 at September 30,
1996 to  $57,372,000  at  December  31,  1996.  Consumer  loans  decreased  from
$12,687,000  at September  30, 1996 to  $12,202,000  at December  31, 1996.  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
$4,514,000 in mortgage and consumer lending. Interest bearing deposits increased
from  $3,879,000 at September 30, 1996 to $4,138,000 at December 31, 1996.  FHLB
stock  increased from $620,000 at September 30, 1996 to $725,000 at December 31,
1996.

         Total  deposits at  September  30,  1996 of  $65,286,000  decreased  to
$64,288,000 at December 31, 1996.  This decrease in deposits is primarily due to
the withdrawal of city and county public funds deposits.

         Non-performing  assets decreased from $247,000 at September 30, 1996 to
$245,000  at December  31,  1996.  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 December 31, 1996.  Accrued expenses and other  liabilities
decreased due to the paying of the SAIFassessment in November 1996.

(b)  Results of Operations:

         During the three month  period ended  December  31, 1996,  net earnings
increased to $129,000 ($.73 per share) compared to net earnings of $59,000 ($.34
per share) during the three month period ended  December 31, 1995.  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 $676,000 for
the three  months ended  December  31, 1996,  compared to $528,000 for the three
months ended  December 31, 1995.  The interest  rate margin for the three months
ended  December  31,  1996 was 3.36%,  compared to 3.04% for the same period one
year ago.

         Interest  income  increased from  $1,318,000 for the three months ended
December 31, 1995 to  $1,603,000  for the three months  endedDecember  31, 1996.
Interest  expense for the three month period  ended  months  ended  December 31,
1995. This increase is primarily attributed to the increase in FHLB borrowings.


<PAGE>

                           SHELBY COUNTY BANCORP AND
                                   SUBSIDIARY

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


         Total  non-interest  income  was  $85,000  for the three  months  ended
December  31,  1996,  compared  to  $126,000  for the same  period in 1995.  The
decrease was primarily due to the closure of The Shelby  Group,  a  wholly-owned
subsidiary of the Bank, in November 1996.

         Non-interest  expense  totaled  $545,000 for the quarter ended December
31, 1996 compared to $559,000 for the same period in the prior year. The primary
decrease in non-interest  expense  related to cost cutting  measures in salaries
and employee benefits.

(c)  Capital Resources and Liquidity

         The  Corporation is subject to regulation as a savings and loan holding
company,  and is subject to certain  restrictions in its dealings with the Bank.
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
December 31, 1996, the Bank satisfied its capital requirements.

         The following is a summary of the Bank's regulatory capital and capital
requirements  at December  31, 1996 based on capital  regulations  currently  in
effect for savings institutions.

                                 Tangible      Core      Risk-based
                                  Capital     Capital      Capital
                                 ----------  ----------  ----------
Regulatory Capital               $5,391,000  $5,391,000  $5,726,000
Minimum Capital Requirement       1,267,000   2,534,000   4,524,000
                                 ----------  ----------  ----------
Excess Capital                   $4,124,000  $2,857,000  $1,202,000

Regulatory Capital Ratio              6.33%       6.33%      10.13%
Required Capital Ratio                1.50%       3.00%       8.00%

<PAGE>


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

         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 $1,758,000 in loan
commitments as of December 31, 1996. The Bank maintains liquidity of at least 5%
of net withdrawable assets. At December 31, 1996, its regulatory liquidity ratio
was 9.16%.

<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)       Not applicable

                  b)       Reports  on  8-K--There  were no  reports on Form 8-K
                           filed  during the three  months  ended  December  31,
                           1996.


<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:  February 5, 1997                 By /s/ Rodney L. Meyerholtz
                                           -------------------------------------
                                            Rodney L. Meyerholtz
                                            President

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