SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549



                                   FORM 10-QSB

 [ X ]    QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1997

 [   ]    TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
          EXCHANGE ACT

For the transition period from            to

                         Commission file number 0-26012 

                         NORTHEAST INDIANA BANCORP, INC.
        (Exact Name of Small Business Issuer as Specified in its Charter)

       Delaware                                       35-1948594  
(State or other jurisdiction of                     (IRS Employer
incorporation or organization)                     Identification No.)

648 North Jefferson Street, Huntington, IN              46750
(Address of principal executive offices)              (Zip Code)

                                 (219) 356-3311
                Issuer's telephone number, including area code:

Check  whether the Issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period  that the Issuer was  required  to file such  reports),  and (2) has been
subject to such requirements for the past 90 days. YES [X] NO [ ]

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


                      CLASS OUTSTANDING AT March 31, 1997
                Common Stock, par value $.01 per share 1,762,727


         Transitional Small Business Disclosure Format:  YES [ ]  NO [X]
<PAGE>
                         NORTHEAST INDIANA BANCORP, INC.

                                      INDEX


        PART 1.         FINANCIAL INFORMATION (UNAUDITED)                      

        Item 1.         Consolidated Condensed Financial Statements

                        Consolidated Condensed Balance Sheets
                        March 31, 1997 and December 31, 1996                   

                        Consolidated Condensed Statements of Income
                        for the Three months ended March 31, 1997 and 1996     

                        Consolidated Statement of Change in Shareholders' Equity
                        for the three months ended March 31, 1997               

                        Consolidated Statements of Cash Flows for the three
                        months ended March 31, 1997 and 1996                    

                        Notes to Consolidated Condensed Financial Statements    


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

        PART II.        OTHER INFORMATION                                       

                        Signature page                                          
<PAGE>
<TABLE>
<CAPTION>
                                 NORTHEAST INDIANA BANCORP, INC.
                              CONDENSED CONSOLIDATED BALANCE SHEETS
                              MARCH 31, 1997 AND DECEMBER 31, 1996

                                                                     March 31       December 31
                                                                      1997             1996
                                                                -------------     -------------
                                                                  (Unaudited)
<S>                                                             <C>               <C>
ASSETS
Cash and due from financial institutions ...................    $   4,835,304     $   6,672,374
Interest earning deposits in financial institutions ........          100,000           100,000
Securities available for sale ..............................       12,421,479        11,496,031
Securities held to maturity,  estimated market value of
  $789,000 and $891,236 at March 31, 1997 and
  December 31, 1996, respectively ..........................          789,794           892,036
Loans receivable, net of allowance for loan losses March 31,
  1997 - $1,079,244  and December 31, 1996 - $1,027,300 ....      151,296,297       146,854,690
Other Real Estate Owned ....................................                0                 0
Accrued interest receivable ................................          337,691           363,563
Premises and equipment .....................................        1,987,610         2,009,026
Other assets ...............................................        1,105,361         1,156,400
                                                                -------------     -------------

TOTAL ASSETS ...............................................    $ 172,873,536     $ 169,544,120
                                                                =============     =============

LIABILTIES AND SHAREHOLDERS' EQUITY
Liabilities
  Total deposits ...........................................       91,662,998        85,346,240
  Borrowed Funds ...........................................       54,000,000        56,000,000
  Accrued expenses and other liabilities ...................          997,946         1,668,764
                                                                -------------     -------------
    Total liabilities ......................................      146,660,944       143,015,004

Shareholders' equity
  Preferred stock, $.01 par value, authorized & unissued
     500,000 shares ........................................                0                 0
  Common stock, $.01 par value: 4,000,000 shares authorized;
     2,182,125 shares issued ...............................           21,821            21,821
  Additional paid-in capital ...............................       21,270,733        21,253,458
  Retained earnings - substantially restricted .............       12,689,052        12,338,919
  Unearned ESOP compensation ...............................       (1,454,750)       (1,454,750)
  Unearned RRP compensation ................................         (768,852)         (820,109)
  Net Unrealized appreciation (loss) on securities .........          (36,554)           15,799
  Treasury Stock  shares at cost:  419,398 at March 31, 1997
    and 371,539 at December 31, 1996 .......................       (5,508,858)       (4,826,022)
                                                                                  -------------
                                                                                  -------------
     Total shareholders' equity ............................       26,212,592        26,529,116
                                                                -------------     -------------

         Total Liabilities and Shareholder's Equity ........    $ 172,873,536     $ 169,544,120
                                                                =============     =============

                        See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                 NORTHEAST INDIANA BANCORP, INC.
                                CONSOLIDATED STATEMENTS OF INCOME
                                Three months ended March 31, 1997

                                                           Three Months Ended
                                                                March 31
                                                         1997             1996
                                                         ----             ----
                                                      (Unaudited)
<S>                                                    <C>            <C>
Interest income
  Loans, including fees ..........................     $3,041,226     $2,521,322
  Taxable Securities .............................        219,871         98,199
  Non-taxable securities .........................          9,994          8,637
  Deposits with banks ............................         43,492         38,435
                                                       ----------     ----------
     Total interest income .......................      3,314,583      2,666,593

Interest expense
  Deposits .......................................      1,041,273        821,964
  Borrowed funds .................................        771,017        526,664
                                                       ----------     ----------
     Total interest expense ......................      1,812,290      1,348,628
                                                       ----------     ----------

Net interest income ..............................      1,502,293      1,317,965

Provision for loan losses ........................         58,500         82,200
                                                       ----------     ----------

Net interest income after provision for loan
losses ...........................................      1,443,793      1,235,765

Noninterest income
  Service charges on deposit accounts ............         50,687         35,359
  Loans servicing fees ...........................         32,063         26,548
  Net realized gain on sale of securities ........              0              0
  Other ..........................................         31,562         29,169
                                                       ----------     ----------
     Total noninterest income ....................        114,312         91,076
<PAGE>
<CAPTION>
                                 NORTHEAST INDIANA BANCORP, INC.
                                CONSOLIDATED STATEMENTS OF INCOME
                                Three months ended March 31, 1997
                                          (continued)

                                                           Three Months Ended
                                                                March 31
                                                         1997             1996
                                                         ----             ----
                                                      (Unaudited)
<S>                                                    <C>            <C>
Noninterest expense
  Salaries and employee benefits .................        383,002        332,728
  Occupancy ......................................         70,068         65,949
  Data processing ................................         72,900         74,541
  Insurance expense ..............................         12,684         38,298
  Professional fees ..............................         36,063         42,334
  Correspondent bank charges .....................         36,924         34,608
  Other expense ..................................        138,094        102,434
                                                       ----------     ----------
     Total noninterest expense ...................        749,735        690,892
                                                       ----------     ----------

Income before income taxes .......................        808,370        635,949

Income tax expense ...............................        314,630        238,702
                                                       ----------     ----------

Net income .......................................     $  493,740     $  397,247
                                                       ==========     ==========
Earnings per share subsequent
 to conversion ...................................     $     0.30     $     0.20


                         See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                   NORTHEAST INDIANA BANCORP, INC.
                                      CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
                                                  Three months ended March 31, 1997
                                                             (Unaudited)
                                                                                                             Net
                                                                         Unearned        Unearned        Unrealized
                                                                         Employee       Recognition      Appreciation
                                             Additional                   Stock            and          on Securities               
                                    Common    Paid-in       Retained     Ownership       Retention        Available-     Treasury   
                                    Stock     Capital      Earnings     Plan Shares     Plan Shares        For-Sale        Stock    
                                    -----     -------      --------     -----------     -----------        --------        -----    
<S>                                 <C>      <C>          <C>           <C>               <C>               <C>        <C>
Balance, January 1, 1997            21,821   21,253,458   12,338,919    (1,454,750)       (820,109)          15,799    (4,826,022)  

Dividends Paid $0.08 per
  share year to date                     -            -    (143,607)              -               -               -              -  

Shares committed to be
 released under ESOP                     -       17,275            -              -                               -              -  

Purchase of  shares
  of Treasury Stock                      -            -            -                              -               -      (682,836)  

Purchase of RRP Stock                    -            -            -              -               -               -              -  

Amortization of RRP
  Contributions                          -            -            -              -          51,257               -              -  

Change in net unrealized
  appreciation on securities
  available-for-sale                     -            -            -              -               -        (52,353)              -  

Net Income March 31, 1997                -            -      493,740              -               -               -              -  
                                    ------   ----------   ----------    -----------       ---------        --------    -----------
Balances, March 31, 1997            21,821   21,270,733   12,689,052    (1,454,750)       (768,852)        (36,554)    (5,508,858)  
                                    ======   ==========   ==========    ==========        ========         =======     ==========   

<PAGE>
<CAPTION>
                         NORTHEAST INDIANA BANCORP, INC.
            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
                        Three months ended March 31, 1997
                                   (Unaudited)
                                    (continued)

                                              Total    
                                           Shareholders' 
                                             Equity     
                                           -------------  
<S>                                        <C>              
Balance, January 1, 1997                   26,529,116      
                                                           
Dividends Paid $0.08 per                                   
  share year to date                        (143,607)      
                                                           
Shares committed to be                                     
 released under ESOP                           17,275      
                                                           
Purchase of  shares                                        
  of Treasury Stock                         (682,836)      
                                                           
Purchase of RRP Stock                               -      
                                                           
Amortization of RRP                                        
  Contributions                                51,257      
                                                           
Change in net unrealized                                   
  appreciation on securities                               
  available-for-sale                         (52,353)      
                                                           
Net Income March 31, 1997                     493,740      
                                           ----------                
Balances, March 31, 1997                   26,212,592      
                                           ==========



                 See accompanying notes to financial statements 
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                       NORTHEAST INDIANA BANCORP, INC.
                               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  Three months ended March 31, 1997 and 1996

                                                                                      Three Months Ended
                                                                                           March 31,
                                                                                    1997             1996
                                                                               ------------     ------------
                                                                                (Unaudited)
<S>                                                                            <C>              <C>
Cash flows from operating activities
  Net income ..............................................................    $    493,740     $    397,247
  Adjustments to reconcile net income to net cash from operating activities
     Net (gain) loss on sale of premises and equipment ....................            --               --
     Gain on sale of securities ...........................................            --               --
     Gain on sale of foreclosed real estate ...............................            --               --
     Provision for loan losses ............................................          58,500           65,026
     Depreciation and amortization, net of accretion ......................          33,202           39,811
     Amortization of ESOP - SOP 93-6 ......................................          17,275           14,548
     Amortization of RRP Contributions ....................................          51,257           51,257
     Net change in other assets ...........................................          51,039          (41,967)
     Net change in accrued interest receivable ............................          25,872           (3,046)
     Net change in accrued payable and other liabilities ..................        (715,524)         167,348
                                                                               ------------     ------------
         Total adjustments ................................................        (478,379)         292,977
                                                                               ------------     ------------
             Net cash from operating activities
Cash flows from investing activities
  Proceeds from maturities and principal repayments of securities
    held to maturity ......................................................         102,242           60,935
  Proceeds from maturities and principal repayments of securities
    available for sale ....................................................            --            250,000
  Proceeds from sale of securities available for sale .....................            --            600,000
  Purchases of securities available for sale ..............................      (1,009,266)      (1,834,075)
  Purchases of securities held to maturity ................................            --               --
  Net change interest-earning deposits in financial institutions ..........            --               --
  Proceeds from sale of participation loans ...............................            --               --
  Purchase of participation loans .........................................            --               --
  Net change in loans .....................................................      (4,500,107)      (3,693,810)
  Expenditures on premises and equipment ..................................            --               --
  Purchase of sale of premises, furniture and equipment ...................         (14,645)            --
  Proceeds from sales of foreclosed real estate ...........................            --               --
                                                                               ------------     ------------
  Net cash from investing activities ......................................      (5,421,776)      (4,616,950)
<PAGE>
<CAPTION>
                                       NORTHEAST INDIANA BANCORP, INC.
                               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  Three months ended March 31, 1997 and 1996

                                                                                      Three Months Ended
                                                                                           March 31,
                                                                                    1997             1996
                                                                               ------------     ------------
                                                                                (Unaudited)
<S>                                                                            <C>              <C>
Cash flows from financing activities
  Advances from FHLB ......................................................       8,000,000       11,500,000
  Repayment of FHLB advances ..............................................     (10,000,000)     (11,000,000)
  Cash dividends paid .....................................................        (143,607)        (163,659)
  Proceeds from issuance of stock, net of conversion costs and stock
    acquired by ESOP ......................................................            --               --
  Increase (decrease) in advances from borrowers for taxes and insurance ..          79,030           65,858
  Repurchase stock ........................................................        (682,836)      (2,622,556)
  Net increase (decrease) in deposits .....................................       6,316,758        5,139,756
                                                                               ------------     ------------
       Net cash from financing activities .................................       3,569,345        2,919,399
                                                                               ------------     ------------
Net increase in cash and cash equivalents .................................      (1,837,070)      (1,007,327)
Cash and cash equivalents at beginning of period ..........................       6,672,374        4,672,341
                                                                               ------------     ------------
Cash and cash equivalents at end of period ................................    $  4,835,304     $  3,665,014
                                                                               ============     ============
  Cash paid during the period for:
     Interest .............................................................    $  1,810,165     $  1,338,512
     Income taxes .........................................................         137,308           46,000



                                See accompanying notes to financial statements
</TABLE>
<PAGE>
                         NORTHEAST INDIANA BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   Three months ended March 31, 1997 and 1996

NOTE 1 - BASIS OF PRESENTATION


The unaudited information for the three months ended March 31, 1997 includes the
results of operations of Northeast Indiana Bancorp, Inc. (the "Company") and its
wholly-owned  subsidiary,  First  Federal  Savings Bank ("First  Federal" or the
"Bank"). In the opinion of management,  the information reflects all adjustments
(consisting  only  of  normal  recurring   adjustments)  necessary  for  a  fair
presentation  of the results of operations for the three month periods  reported
but should not be considered as indicative of the results to be expected for the
full year.


NOTE 2 - CONVERSION

First  Federal  completed a conversion  from a mutual to a stock savings bank on
June  27,  1995.  Simultaneous  with the  conversion  was the  formation  of the
Company,  incorporated in the state of Delaware.  The initial issuance of shares
of common stock in the Company on June 27, 1995 was 2,182,125  shares at $10 per
share, resulting in net proceeds of $21,210,857, and was accomplished through an
offering to the Bank's eligible  account holders of record and the tax qualified
employee stock  ownership plan.  Costs  associated with the conversion and stock
offering  amounted to  $610,393,  and were  accounted  for as a reduction of the
proceeds from the issuance of common stock of the Company. The Company purchased
all common  shares  issued by the Bank.  This  transaction  was accounted for at
historical cost in a manner similar to the pooling of interests method.

Federal regulations require that, upon conversion from a mutual to stock form of
ownership,  a  "liquidation  account" be established by restricting a portion of
net worth for the benefit of eligible savings account holders who maintain their
savings  accounts  with the Bank  after  conversion.  In the  event of  complete
liquidation (and only in such event),  each savings account holder who continues
to maintain his savings account shall be entitled to receive a distribution from
the liquidation  account after payment to all creditors,  but before liquidation
distribution  with respect to capital stock. This account will be proportionally
reduced for any subsequent reduction in eligible holder's savings accounts.

Federal  regulations  impose  limitations  on the payment of dividends and other
capital  distributions,  including,  among  others,  that First  Federal may not
declare or pay cash  dividends on any of its stock if the effect  thereof  would
cause the  Bank's  capital  to be  reduced  below the  amount  required  for the
liquidation  account  or the  capital  requirements  imposed  by  the  Financial
Institutions  Reform  Recover and  Enforcement  Act  (FIRREA)  and the Office of
Thrift Supervision (the "OTS").

NOTE 3 - EMPLOYEE STOCK OWNERSHIP PLAN

The Company has  established an employee stock  ownership plan ("ESOP").  At the
date of conversion  described in Note 2, the ESOP  purchased  174,570  shares of
common stock of the Company which was financed by the Company and collateralized
by the shares  purchased.  The  borrowing  is payable in  semi-annual  principal
payments of $72,000 over a 12 year period plus  interest.  All  employees of the
Bank are  eligible  to  participate  in the ESOP  after  they  attain age 21 and
complete one year of service  during which they worked at least 1,000 hours.  As
of January 1, 1997, 29,095 shares were distributed to the plan participants.
<PAGE>
NOTE 4 - EARNINGS PER SHARE

Earnings per common share have been  computed by dividing net income  subsequent
to the  conversion  by the  weighted  average  number of shares of common  stock
outstanding  subsequent  to the  conversion.  Earnings  per  share for the three
months  ended March 31,  1996 was $0.20 per common  share.  Earnings  per common
share for the three months ended March 31, 1997 was $0.30.


NOTE 5 - COMMON STOCK CASH DIVIDENDS

On April 24, 1997 the Board of  Directors  of Northeast  Indiana  Bancorp,  Inc.
announced a quarterly cash dividend of $.08 per share. The dividend will be paid
on May 22,  1997 to  shareholders  of record on May 8, 1997.  The payment of the
cash dividend will reduce shareholders' equity (second quarter) by $141,018.

NOTE 6 - STOCK REPURCHASE PLAN

On September 16, 1996 Northeast Indiana Bancorp,  Inc. (the "Company") announced
its intention to repurchase 10% of the outstanding  shares in the open market as
Treasury  Shares.  This program which totaled 196,859 shares of common stock was
completed  on March 12,  1997.  This program  reduced  capital by  approximately
$683,000 during the quarter ended March 31, 1997.

NOTE 7 - REGULATORY CAPITAL REQUIREMENTS

Pursuant  to  FIRREA,  savings  institutions  must meet three  separate  minimum
capital-to-asset  requirements.  The following table summarizes, as of March 31,
1997, the capital  requirements  for the Bank under FIRREA and the Bank's actual
capital  ratios.  As of March 31,  1997,  the Bank  substantially  exceeded  all
current regulatory capital standards.
<TABLE>
<CAPTION>


                                      Regulatory               Actual
                                  Capital Requirement     Capital Requirement
                                 Amount       Percent    Amount          Percent
                                 ------       -------    ------          -------
                                            (Dollars in thousands)
<S>                             <C>             <C>      <C>              <C>
Risk-based capital .........    $ 8,419         8.0%     $22,590          21.47%
Core capital ...............      5,189         3.0%      21,706          12.54%
Tangible capital ...........      2,595         1.5%      21,706          12.54%
</TABLE>
<PAGE>
                         NORTHEAST INDIANA BANCORP, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                 OF FINANCIAL CONDITION AND RESULTS OF OPERATION

GENERAL

Northeast  Indiana  Bancorp,  Inc.  (the  "Company")  was  formed as a  Delaware
corporation  in March,  1995, for the purpose of issuing common stock and owning
all the common  stock of First  Federal  Savings  Bank  ("First  Federal" or the
"Bank")  as a unitary  thrift  holding  company.  Prior to the  conversion,  the
Company did not engage in any material  operations and at March 31, 1997, had no
significant  assets  other than the  investment  in the  capital  stock of First
Federal and cash and cash equivalents.

The  principal  business  of  savings  banks,   including  First  Federal,   has
historically consisted of attracting deposits from the general public and making
loans  secured by  residential  real estate.  The Bank's  earnings are primarily
dependent on net interest  income,  the difference  between  interest income and
interest  expense.  Interest  income is a function of the  balances of loans and
investments  outstanding  during the period and the yield earned on such assets.
Interest expense is the function of the balances of deposits and borrowings. The
Bank's earnings are also affected by provisions for loan losses,  service charge
and fee income,  and other  non-interest  income,  operating expenses and income
taxes.  Operating  expenses  consist  primarily  of  employee  compensation  and
benefits,  occupancy and equipment  expenses,  data processing,  federal deposit
insurance premiums and other general administrative expenses.

The most significant outside factors influencing the operations of First Federal
Savings Bank and other savings institutions include general economic conditions,
competition in the local market place and related  monetary and fiscal  policies
of agencies that regulate financial institutions. More specifically, the cost of
funds is  influenced  by interest  rates on  competing  investments  and general
market rates of interest.  Lending  activities  are influenced by the demand for
real estate financing and other types of loans, which in turn is affected by the
interest  rates at which such loans may be offered and other  factors  affecting
loan demand and funds availability.

FINANCIAL CONDITION

The Company's total assets increased $3.4 million or 2.0% from $169.5 million at
December  31, 1996 to $172.9  million at March 31, 1997.  This  increase was due
primarily to funds generated from increased deposits growth of $6.4 million.  In
addition to asset growth  through the first three months of 1997 we purchased 2%
of the original  outstanding  shares to fund  Treasury  Stock which  reduced our
capital.

The Bank's cash and cash equivalents decreased $1.9 million from $6.7 million at
December  31, 1996 to $4.8  million at March 31,  1997.  This  decrease  was due
primarily from the funds being used to fund the net increase in loans.

Net loans  receivable  increased  $4.4  million or 3.0% from  $146.9  million at
December  31, 1996 to $151.3  million at March 31,  1997.  The increase in loans
during the first three months of 1997 was  predominantly  in net mortgage  loans
which  accounted  for  $3.1  million  of the  increase,  and also  consumer  and
commercial  products  increasing  because  of  the  generally  favorable  market
<PAGE>
FINANCIAL CONDITION (Continued)

conditions.  Allowances  for loan  losses  increased  $52,000  through the three
months ended March 31, 1997. This increase was to provide a general increase for
the higher loan amounts and the additional loans secured by non-residential real
estate,  commercial  and credit cards.  These  allowances of $1,079,000  include
specific  reserves  for loans or partial  loans  classified  as  doubtful in the
amount of $197,000.

INVESTMENTS

Securities  available-for-sale increased $925,000 from $11.5 million at December
31, 1996 to $12.4  million.  This  increase  includes  $1.0  million in callable
agencies  with  various call  features  and terms to help balance the  liquidity
portfolios  interest rate risk and return.  These  investments have an aggregate
mark to market loss of $61,000 before the effect of deferred taxes of $24,000 or
a net mark to market loss of $37,000 at March 31, 1997.


RESULTS OF OPERATIONS

The Company  had net income of $494,000 or $0.30 per share for the three  months
ended  March 31,  1997  compared  to  $397,000  or $0.20 per share for the three
months ended March 31, 1996. The increase in net income was predominately due to
the increased net interest income.

Net interest  income  increased to $1.4 million for the three months ended March
31, 1997  compared to $1.2  million for the three  months  ended March 31, 1996.
Interest  income  increased  $552,000 to $3.3  million from $2.7 million for the
first  quarter  ended March 31, 1997 and March 31, 1996,  respectively.  For the
first  quarter  interest  expense  increased  $464,000 to $1.8 million from $1.3
million  for the  quarter  ended  March  31,  1997 and 1996,  respectively.  The
increased  expense for the period was due to higher average balances in deposits
and advances.

Provisions for loan losses decreased by $24,000 for the three months ended March
31, 1997 compared to the same period ended March 31, 1996.

Non-interest  expense increased to $750,000 for the three months ended March 31,
1997 compared to $691,000 for the corresponding  period in 1996. This represents
an increase of $59,000 for the three months  ended March 31, 1997.  Compensation
and  benefits  expense for the three  months  ended March 31, 1997  reflected an
increase  of  $50,000 to  $383,000.  The  increased  expense is due to growth in
employment  needed to  sustain  growth in the  institution  for the three  month
period ended March 31, 1997  compared to the three months ended March 31, 1996 .
Occupancy  expense  increased  for the three month  period  ended March 31, 1997
compared to 1996 by $4,000 to $70,000.  Insurance  expense  decreased $25,000 to
$13,000 for the first  quarter 1997  compared to the same period 1996 due to the
FDIC rate reduction  beginning  January 1, 1997.  Other  non-interest  operating
expenses were not significantly different for the three month period ended March
31, 1997 compared to March 31, 1996.

Income  tax  expense  is up for the three  months  ended  March 31,  1997 due to
changes in taxable income compared to 1996.
<PAGE>
NON-PERFORMING ASSETS AND ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses is established through a provision for loan losses
based on management's  quarterly asset  classification  review and evaluation of
the risk inherent in its loan  portfolio and changes in the nature and volume of
its loan activity.  Such  evaluation,  which considers among other matters,  the
estimated value of the underlying  collateral,  economic  conditions,  cash flow
analysis,  historical  loan loss  experience,  discussion  held with  delinquent
borrowers  and other  factors  that  warrant  recognition  in  providing  for an
adequate allowance for loan loss. As a result of this review process, management
recorded  provisions  for loan  losses in the  amount of  $59,000  for the three
months ended March 31, 1997  compared to $82,000 for the same period ended March
31, 1996. While management  believes current allowance for loan loss is adequate
to absorb possible losses,  we anticipate  growth in our loan portfolio and will
therefore,  continue to add through additional provisions for loan losses to our
allowance  accounts,  there is no  assurance  that  subsequent  evaluations  may
require additional provisions for loan losses.

NON-PERFORMING ASSETS AND LOSSES PROVISIONS

The non-performing assets to total assets ratio is one indicator of the exposure
to credit risk.  Non-performing  assets of the Bank consist of the  non-accruing
loans, troubled debt restructuring and real estate owned which has been acquired
as a result of  foreclosure  or  insubstance  foreclosure.  The following  table
summarizes in thousands the various categories of non-performing assets:
<TABLE>
<CAPTION>
                                                          March 31   December 31
                                                            1997         1996
                                                            ----         ----
<S>                                                         <C>          <C>
Non-accruing loans ......................................   $855         $705
Accruing loans delinquent 90 days and more ..............      0            0
Troubled debt restructuring .............................      0            0
Foreclosed assets .......................................      0            8
                                                            ----         ----
   Total non-performing assets ..........................   $855         $713
                                                            ====         ==== 

   Total non-performing assets as a percentage
     of total assets ....................................    .49%         .42%
                                                            ====         ==== 
</TABLE>
Total  non-performing  assets  increased  from  $713,000 to $855,000 or 0.49% of
total assets at March 31, 1997 from 0.42% of total assets at December 31, 1996.

The Bank is required to maintain specific amounts of regulatory capital pursuant
to  regulations  of the  Office  of  Thrift  Supervision  (OTS).  Those  capital
requirements  follow: a risk-based  capital  standard  expressed as a percent of
risk adjusted  assets,  a leverage ratio of core capital to total assets,  and a
tangible capital ratio expressed as a percent of total adjusted assets. At March
31, 1997, the Bank exceeded all regulatory capital standards.

At March 31, 1997,  the Bank's risk based capital was $22.6 million or 21.47% of
risk adjusted assets which exceeds the $8.4 million and the 8.0% OTS requirement
by $14.2 million and 13.47%.  The Bank's core capital at March 31, 1997 is $21.7
million or 12.54% which exceeds the OTS requirement of $5.2 million and 3.00% by
<PAGE>
$16.5 million and 9.54%.  The tangible  capital  requirement is $2.6 million and
1.50% which the Bank  exceeded by $19.1 million and 11.04% which is reflected by
March 31, 1997 tangible  capital  balance of $21.7 million and a 12.54% ratio of
tangible capital to assets.

LIQUIDITY AND CAPITAL RESOURCES

First Federal's primary sources of funds are deposits, FHLB advances,  principal
and interest payments of loans,  operations  income and short-term  investments.
Deposit flows and mortgage  payments are greatly  influenced by general interest
rates, economic conditions and competition.

Current OTS  regulations  require that First Federal  maintain cash and eligible
investments  in  an  amount  equal  to at  least  5% of  customer  accounts  and
short-term  borrowings to assure its ability to meet demands for withdrawals and
repayment  of  short-term  borrowings.  As of March 31,  1997,  First  Federal's
liquidity  ratio  was  6.21%,  which  is in  excess  of the  minimum  regulatory
requirements.

First  Federal  uses its  capital  resources  principally  to meet  its  ongoing
commitments  to fund  maturing  certificates  of deposit  and loan  commitments,
maintain its liquidity, and meet operating expenses. As of March 31, 1997, First
Federal  had  commitments  to  originate  loans and to fund open lines of credit
totaling  $15.9  million.  First  Federal  considers  its  liquidity and capital
resources  to be  adequate  to meet its  foreseeable  short and long term needs.
First Federal  expects to be able to fund or refinance,  on a timely basis,  its
material commitments and long-term liabilities.


REGULATORY DEVELOPMENTS

As a result of the SAIF  recapitalization in September 1996 the FDIC has amended
its  regulation  concerning  the  insurance  premiums  payable  by  SAIF-insured
institutions. The FDIC has reduced the SAIF insurance premium to a range of 0 to
27 basis points per $100 of domestic  deposits,  effective  January 1, 1997. The
Bank qualifies for the minimum SAIF assessment.

Additionally, the FDIC has imposed a FICO assessment on SAIF-assessable deposits
for the first semi-annual  period of 1997 equal to 6.48 basis points per $100 of
domestic deposits,  as compared to a FICO assessment on BIF-assessable  deposits
for that same period equal to 1.30 basis points per $100 of domestic deposits.
<PAGE>
                                     PART II


ITEM 1 - LEGAL PROCEEDING
         None

ITEM 2 - CHANGES IN SECURITIES
         None

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
         None

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDER
           (a)The Annual Meeting of  Shareholders  ("the  meeting") of Northeast
              Indiana  Bancorp,  Inc.  was held on April 23,  1997.  The matters
              approved  by  shareholders  at the meeting and the number of votes
              cast  for,   against  or  withheld  (as  well  as  the  number  of
              abstentions) as to each matter are set forth below:

                (1)  The Election of the following directors for a three year
                     term:

                     Samuel Preston, Jr.

                     VOTES:                          FOR            WITHHELD
                     ------                          ---            --------
                                                 1,373,061          16,800

                     Randall C. Rider
                     VOTES:                          FOR            WITHHELD
                                                 1,373,386          16,975

                (2)  Ratification of Crowe, Chizek and Company, LLP as auditors
                     for the year ending December 31, 1997

                     VOTES:          FOR          AGAINST            ABSTAIN
                     ------          ---          -------            -------
                                 1,385,666         1,525              3,170

ITEM 5 - OTHER INFORMATION
         None

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
          (a)      Exhibits
               None

         (b) Reports on Form 8-K

             (1) February 3, 1997 Press  Release,  Declaration of Cash Dividends
             and Announcement of 4th Quarter Earnings
             (2) March 12, 1997 Press  Release,  Announcement  of  Completion of
             Stock Repurchase Program
             (3) April 17, 1997 Press  Release,  Announcement  of First  Quarter
             Earnings
             (4) April 24, 1997 Press Release, Announcement of Cash Dividend and
             Second Annual Shareholder Meeting
<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.


                                            NORTHEAST INDIANA BANCORP, INC.


   Date:  May 15, 1997                By:  /S/ STEPHEN E. ZAHN
                                           -------------------
                                           Stephen E. Zahn
                                           President and Chief Executive Officer
                                           (Duly Authorized Officer)


   Date:  May 15, 1997                 By: /S/ DARRELL E. BLOCKER
                                           ----------------------
                                           Darrell E. Blocker
                                           Senior Vice President and
                                           Chief Financial Officer
                                           (Principal Financial Officer)