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

                                  FORM 10-KSB/A
                                 Amendment No.1



[X] Annual report under Section 13 or 15(d) of the Securities Exchange Act of
    1934 for the fiscal year ended December 31, 2004.

[ ] Transition report under Section 13 or 15(d) of The Securities Exchange Act
    of 1934 for the transition period from ____________to ___________

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                         COMMISSION FILE NUMBER 0-24501

                           BLUE RIVER BANCSHARES, INC.
--------------------------------------------------------------------------------
                 (Name of small business issuer in its charter)


                  Indiana                                        35-2016637
(State or other jurisdiction of incorporation or              (I.R.S. Employer
              organization)                                  Identification No.)




                29 E. Washington St., Shelbyville, Indiana 46176
                ------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number (317) 398-9721
                                              --------------


       Securities to be registered under Section 12(b) of the Act: None.

          Securities to be registered under Section 12(g) of the Act:

                           Common Shares, No Par Value
                           ---------------------------
                                (Title of class)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 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
                                       ---     ---

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Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

State issuer's revenues for the year ended December 31, 2004:    $ 6,156,000

Indicate by check mark whether the registrant is an accelerated filer (as
defined by Rule 12b-2 of the Act).

          Yes       No   X
              ---       ---

The aggregate market value of the voting common stock of the issuer held by
non-affiliates, based upon the price of a share of common stock as quoted on the
Small-Cap Market of NASDAQ on June 30, 2004 was $20,096,000.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 3,406,150 shares of common stock as
of March 24, 2005.

DOCUMENTS INCORPORATED BY REFERENCE. If the following documents are incorporated
by reference, briefly describe them and identify the part of the Form 10-KSB
(e.g. Part I, Part II, etc.) into which the document is incorporated: (1) any
annual report to security holders; (2) any proxy or information statement; (3)
any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of
1933 ("Securities Act"). The listed documents should be clearly described for
identification purposes (e.g. annual report to security holders for fiscal year
ended December 31, 2004): The Registrant's Proxy Statement for the Annual
Meeting of Shareholders to be held is incorporated by reference into Part III
hereof, and the Annual Report of Shareholders for the year ended December 31,
2004 is incorporated by reference into Part II hereof.

Transitional Small Business Disclosure Format: Yes     No  X
                                                   ---    ---


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                                EXPLANATORY NOTE

         This Amendment No. 1 ("Amendment No. 1") to the Annual Report on Form
10-KSB for the year ended December 31, 2004 ("Annual Report") of Blue River
Bancshares, Inc. is filed solely for the purpose of amending and restating Item
8A, to expressly state the conclusions of the principal executive officer and
the principal financial officer with respect to the effectiveness of the
Company's controls and procedures as of December 31, 2004. In addition, pursuant
to the rules of the Securities and Exchange Commission, we are including certain
currently dated certifications of the Chief Executive Officer and Chief
Financial Officer of the Company. Except as described above, no other changes
have been made to the Annual Report. This Amendment No. 1 continues to speak as
of the date of the Annual Report. We have not updated the disclosures contained
in this Amendment No. 1 to reflect any events that occurred subsequent to the
filing of the Annual Report.

ITEM 8A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

         As of the end of the period covered by this report, we carried out an
evaluation (the "Evaluation"), under the supervision and with the participation
of our Chief Executive Officer ("CEO") and Controller, of the effectiveness of
the design and operation of our disclosure controls and procedures ("Disclosure
Controls"). Based on the Evaluation and information provided by the Company's
independent auditor, our CEO and Controller concluded that a material weakness
existed with respect to our controls over accounting for FASB 91 cost deferrals
on home equity loans. Accordingly, our CEO and Controller concluded that our
Disclosure Controls were not effective at the Reasonable Assurance Level, as
described below, as of the end of the period covered by this report.

CHANGES IN INTERNAL CONTROLS

         The Company has made a significant change in its internal controls over
financial reporting subsequent to December 31, 2004 that has materially affected
the Company's internal control over financial reporting. During the 2004 year
end audit of the financial statements it was determined that the Company was
incorrectly accounting for FASB 91 cost deferrals on home equity loans. This
resulted in a $178,000 reduction in net income. During the first quarter of 2005
the Company has implemented additional internal controls over the financial
reporting for FASB 91 cost deferrals, including an independent analytical review
of those cost deferrals, designed to prevent this error from occurring again in
the future.

REASONABLE ASSURANCE LEVEL OF THE EFFECTIVENESS OF CONTROLS

         Our management, including our CEO and Controller, does not expect that
our Disclosure Controls and internal controls will prevent all errors and all
fraud. A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control
system are met. Further, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any within the Company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of the control.

         The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can only be
reasonable assurance that any design will succeed in achieving its stated goals
under all potential future conditions; over time, control may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of




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the inherent limitations in a cost-effective control system, misstatements due
to error or fraud may occur and not be detected.

CEO AND CONTROLLER CERTIFICATIONS

         Appearing immediately following the Signatures section of this report
there are Certifications of the CEO and Controller. The Certifications are
required in accord with Section 302 of the Sarbanes-Oxley Act of 2002 (the
Section 302 Certifications). This Item of this report, which you are currently
reading is the information concerning the Evaluation referred to in the Section
302 Certifications and this information should be read in conjunction with the
Section 302 Certifications for a more complete understanding of the topics
presented.




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                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf of the undersigned, thereunto duly
authorized.

                              Blue River Bancshares, Inc.
                              (Registrant)

Date:   October 4, 2005       /s/ Russell Breeden, III
                              --------------------------------
                              Russell Breeden, III
                              Chairman of the Board
                              Chief Executive Officer, & President
                              (Principal Executive Officer)

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.

Date:   October 4, 2005       /s/ Patrice M. Lima
                              --------------------------------
                              Patrice M. Lima
                              Vice President & Controller
                              (Principal Financial Officer)
                              (Principal Accounting Officer)

Date:   October 4, 2005       /s/ Steven R. Abel
                              --------------------------------
                              Steven R. Abel,
                              Vice Chairman of the Board


Date:   October 4, 2005       /s/ Randy J. Collier
                              --------------------------------
                              Randy C. Collier
                              Executive Vice President,
                              Secretary

Date:   October 4, 2005       /s/ Wayne C. Ramsey
                              --------------------------------
                              Wayne C. Ramsey, Director

Date:   October 4, 2005       /s/ Wendell L. Bernard
                              --------------------------------
                              Wendell L. Bernard, Director

Date:   October 4, 2005
                              --------------------------------
                              Peter G. DePrez, Director

Date:   October 4, 2005
                              --------------------------------
                              John Robert Owens, Director

Date:   October 4, 2005
                              --------------------------------
                              Robert J. Salyers, Director



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                                  Exhibit Index

<TABLE>
<S>      <C>
31.1     Certification for the Annual Report on Form 10-KSB by the Principal
         Executive Officer

31.2     Certification for the Annual Report on Form 10-KSB by the Principal
         Financial Officer
</TABLE>