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 September 30, 1998

 [   ]    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 NOVEMBER 9, 1998
--------------------------------------       -------------------------------
Common Stock, par value $.01 per share                   1,673,229


         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
                        September 30, 1998 and December 31, 1997                

                        Consolidated Condensed Statements of Income for the
                         nine months ended September 30, 1998 and 1997          

                        Consolidated Statement of Change in Shareholders' Equity
                        for the nine months ended September 30, 1998            

                        Consolidated Statements of Cash Flows for the nine
                        months ended September 30, 1998 and 1997                

                        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
                                  September 30, 1998 And December 31, 1997

                                                                           September 30,       December 31,
                                                                                1998               1997
                                                                           -------------      -------------
                                                                                     (Unaudited)
<S>                                                                        <C>                <C>          
ASSETS
Interest earning cash and cash equivalents                                 $   7,406,113      $   3,036,847
Noninterest earning cash and cash equivalents                                  1,389,449          1,782,839
                                                                           -------------      -------------
     Total Cash and cash equivalents                                           8,795,562          4,819,686
Interest-earning deposits in financial institutions                              100,000            100,000
Securities available for sale                                                 13,158,549         14,628,590
Securities held to maturity (fair value: September 30, 1998- $529,000;
  December 31, 1997 - $757,000)                                                  528,731            756,846
Loans receivable, net of allowance for loan losses September 30, 1998
  $1,393,425 and December 31, 1997 $1,194,000                                182,224,811        174,538,907
Other real estate owned                                                                0                  0
Accrued interest receivable                                                      428,629            511,950
Premises and equipment                                                         2,142,187          1,964,374
Other assets                                                                   1,884,014          2,048,244
                                                                           -------------      -------------
     Total assets                                                          $ 209,262,483      $ 199,368,597
                                                                           =============      =============

LIABILITIES AND SHAREHOLDERS' EQUITY
Demand deposits                                                                2,525,671      $   2,502,911
Savings, NOW and MMDA                                                         44,644,237         35,968,057
Other time deposits                                                           82,808,620         69,078,818
                                                                           -------------      -------------
     Total deposits                                                          129,978,528        107,549,786
Securities Sold with Repurchase agreements                                       184,963                  0
Borrowed funds                                                                53,784,955         63,521,682
Accrued expenses and other liabilities                                           688,486          1,004,495
                                                                           -------------      -------------
     Total liabilities                                                       184,636,932        172,075,963
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                       NORTHEAST INDIANA BANCORP, INC.
                                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                  September 30, 1998 And December 31, 1997
                                   
                                                                           September 30,       December 31,
                                                                                1998               1997
                                                                           -------------      -------------
                                                                                     (Unaudited)
<S>                                                                        <C>                <C>          
Shareholders' equity
     Preferred Stock 500,000 shares authorized; 0 shares issued                     --                 --
     Common stock, $.01 par value: 4,000,000 shares
       authorized; 2,400,338 and 2,182,125 shares issued at
           September 30, 1998 and December 31,1997                                24,003             21,821
     Additional paid in capital                                               25,094,220         21,350,326
     Retained earnings, substantially restricted                              11,646,562         13,956,340
     Unearned employee stock ownership plan shares                            (1,236,538)        (1,309,275)
     Unearned recognition and retention plan shares                             (486,402)          (621,817)
     Net unrealized appreciation on securities available
       for sale                                                                   77,528             41,672
     Treasury stock, 713,359 and 449,798 common shares, at
       cost, at September 30, 1998 and December 31, 1997                     (10,493,822)        (6,146,433)
                                                                           -------------      -------------
         Total shareholders' equity                                           24,625,551         27,292,634
                                                                           -------------      -------------
              Total liabilities and shareholders' equity                   $ 209,262,483      $ 199,368,597
                                                                           =============      =============
</TABLE>
                   The accompanying notes are an integral part
                   of these consolidated financial tatements.
<PAGE>
<TABLE>
<CAPTION>
                                         NORTHEAST INDIANA BANCORP, INC.
                                        CONSOLIDATED STATEMENTS OF INCOME
                                 Three and Nine months ended September 30, 1998
                                                       

                                                     Three months ended                 Nine Months Ended
                                                         September 30,                      September 30,
                                                 ----------------------------      ----------------------------
                                                    1998              1997             1998             1997
                                                 -----------      -----------      -----------      -----------
                                                                            (Unaudited)
<S>                                              <C>              <C>              <C>              <C>        
Interest income
   Loans, including fees                         $ 3,725,141      $ 3,416,687      $11,075,468      $ 9,606,944
   Taxable securities                                262,995          232,507          779,961          672,231
   Non-taxable securities                              4,819            7,571           14,973           25,258
   Deposits with banks                                60,041           46,312          174,471          138,031
                                                 -----------      -----------      -----------      -----------
     Total interest income                       $ 4,052,996      $ 3,703,077      $12,044,873       10,442,464
Interest expense
   Deposits                                        1,532,625        1,134,910        4,425,234        3,252,568
   Borrowed funds                                    765,646          928,765        2,337,616        2,506,128
                                                 -----------      -----------      -----------      -----------
Total interest expense                           $ 2,298,271      $ 2,063,675        6,762,850        5,758,696

Net interest income                                1,754,725        1,639,402        5,282,023        4,683,768
   Provision for loan losses                          90,000           58,500          270,000          175,500
                                                 -----------      -----------      -----------      -----------

Net interest income after provision for loan
  losses                                         $ 1,664,725      $ 1,580,902      $ 5,012,023      $ 4,508,268

Noninterest income
   Service charges on deposit accounts                76,433           63,555          213,949          173,620
   Loan servicing fees                                57,106           60,428          183,149          157,826
   Net realized gain on sale of securities                 0                0                0                0
   Other                                              53,465           36,916          129,445          100,371
                                                 -----------      -----------      -----------      -----------
     Total noninterest income                    $   187,004      $   160,899      $   526,543      $   431,817
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                         NORTHEAST INDIANA BANCORP, INC.
                                        CONSOLIDATED STATEMENTS OF INCOME
                                 Three and Nine months ended September 30, 1998
                                                  (continued)
                                                       

                                                     Three months ended                 Nine Months Ended
                                                         September 30,                      September 30,
                                                 ----------------------------      ----------------------------
                                                    1998              1997             1998             1997
                                                 -----------      -----------      -----------      -----------
                                                                            (Unaudited)
<S>                                              <C>              <C>              <C>              <C>        
Noninterest expense
   Salaries and employee benefits                    461,440          397,927        1,361,467        1,137,092
   Occupancy                                          87,699           81,816          261,826          237,452
   Data processing                                   104,972           73,994          317,741          226,750
   Insurance expense                                  18,124           14,392           49,823           40,977
   Professional fees                                  30,956           44,964          112,926          135,101
   Correspondent bank charges                         52,763           49,058          153,099          148,008
   Other expense                                     147,048          117,770          480,003          374,772
                                                 -----------      -----------      -----------      -----------
     Total noninterest expense                   $   903,002      $   779,921      $ 2,736,885      $ 2,300,152
Income before income taxes                           948,727          961,880        2,801,681        2,639,933
   Income tax expense                                362,551          375,478        1,085,274        1,038,162
                                                 -----------      -----------      -----------      -----------

Net income                                       $   586,176      $   586,402        1,716,407        1,601,771
                                                 -----------      -----------      -----------      -----------
Other comprehensive income, net of tax
   Change in unrealized gains (losses)
     on securities                                    36,892           36,335           35,856           21,249
                                                 -----------      -----------      -----------      -----------
Comprehensive income                             $   623,068      $   622,737      $ 1,752,263      $ 1,623,020
                                                 ===========      ===========      ===========      ===========

Basic earnings per common share (restated)       $      0.37      $      0.34      $      1.05      $      0.93
Diluted earnings per common share (restated)     $      0.37      $      0.34      $      1.00      $      0.91
Return on average assets                                1.14%            1.25%            1.13%            1.21%
Return on average equity                                9.11%            8.66%            8.63%            7.96%
Equity to assets                                       12.57%           14.48%           13.10%           15.15%

</TABLE>
                See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
                                               NORTHEAST INDIANA BANCORP, INC.
                                  CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
                                             Nine months ended September 30, 1998
                                                                   
                                                         (Unaudited)
                                                                                                Unearned                            
                                                                                                Employee         Unrealized
                                                                                                  Stock           Unearned          
                                                              Additional                        Ownership        Recognition        
                                                 Common        Paid-in          Retained           Plan         And Retention       
                                                 Stock         Capital          Earnings          Shares         Plan Shares        
                                                 -----         -------          --------          ------         -----------   
<S>                                               <C>          <C>             <C>              <C>                <C>              
Balance, January 1, 1998                         21,821       21,350,326       13,956,340       (1,309,275)        (621,817)        

Dividends Paid $0.2318 per
  share year to date                                                             (425,671)                                          

Shares committed to be
 released under ESOP                                             114,667                            72,737                          

Purchase of 215,310 shares
  of Treasury Stock                                                                                                                 

Sale of 16,600 shares
 of Treasury Stock                                               (13,615)                                                           

Tax effect of stock plans                                         44,510                                                            

Purchase of RRP Stock                                                                                               (21,843)        

Amortization of RRP
  Contributions                                                                                                     157,258         
Issuance of 218,213 common shares  from
declaration of  10% stock dividend                2,182        3,598,332       (3,600,514)                                          

Net Income September 30, 1998                                                   1,716,407                                           
Other comprehensive income, net of tax:
   Change in unrealized gains
     on securities                                                                                                                  

 Comprehensive income                                                                                                               
                                                 ------       ----------       ----------       ----------         --------         
 Balance, September 30, 1998                     24,003       25,094,220       11,246,562       (1,236,538)        (486,402)        
                                                 ======       ==========       ==========       ==========         ========         
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                               NORTHEAST INDIANA BANCORP, INC.
                  CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
                            Nine months ended September 30, 1998
                                                                   
                                         (Unaudited)
                                         (continued)



                                                   Net                                                                          
                                               Appreciation                                                             
                                              on Securities                       Total        
                                               Available-      Treasury       Shareholders'   
                                                For-Sale         Stock           Equity   
                                                --------         -----           ------                
<S>                                              <C>          <C>              <C>                           
Balance, January 1, 1998                         41,672       (6,146,433)      27,292,634                    
                                                                                                   
Dividends Paid $0.2318 per                                                                         
  share year to date                                                             (425,671)                                        
                                                                                                   
Shares committed to be                                                                             
 released under ESOP                                                              187,404                                           
                                                                                                   
Purchase of 215,310 shares                                                                         
  of Treasury Stock                                           (4,566,147)      (4,566,147)                      
                                                                                                   
Sale of 16,600 shares                                                                              
 of Treasury Stock                                               218,758          205,143                         
                                                                                                   
Tax effect of stock plans                                                          44,510                                           
                                                                                                   
Purchase of RRP Stock                                                             (21,843)                                          
                                                                                                   
Amortization of RRP                                                                                
  Contributions                                                                   157,258                                           
Issuance of 218,213 common shares  from                                                            
declaration of  10% stock dividend                                                     --                                         
                                                                                                   
Net Income September 30, 1998                                                   1,716,407 
                                                                               ----------                                        
Other comprehensive income, net of tax:                                                           
   Change in unrealized gains                                                                      
     on securities                               35,856                            35,856                          
                                                                               ----------                    
 Comprehensive income                                                           1,752,263                                         
                                                 ------      -----------       ----------
 Balance, September 30, 1998                     77,528      (10,493,822)      24,625,551          
                                                 ======      ===========       ==========          
                                                                                                   
</TABLE>
                See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
                                        NORTHEAST INDIANA BANCORP, INC.
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 Three and Nine months ended September 30, 1998
                             
                                                                                       Nine months ended
                                                                                          September 30,
                                                                                ------------------------------
                                                                                    1998              1997
                                                                                ------------      ------------
                                                                                           (Unaudited)
<S>                                                                             <C>               <C>         
Cash flows from operating activities
  Net income                                                                    $  1,716,407      $  1,601,771
  Adjustments to reconcile net income to net cash from operating activities
Net (gain) loss on sale of premises and equipment                                     (8,500)             (152)
Net  (gain)  loss on sale of foreclosed real estate                                  (10,091)           (1,335)
Net  (gain) loss on sale of other repossessed assets                                  12,403             7,230
Provision for loan losses                                                            270,000           175,500
Depreciation and amortization, net of accretion                                      129,972           111,806
Amortization of ESOP Contributions                                                   187,405           144,746
Amortization of RRP Contributions                                                    135,416           153,771
Net change in other assets                                                           182,710          (139,671)
Net change in accrued interest receivable                                             83,321           (59,716)
Net change in accrued expenses and other liabilities                                (452,018)         (782,796)
                                                                                ------------      ------------
Total adjustments                                                                    530,618          (390,617)
                                                                                ------------      ------------
Net cash from operating activities                                              $  2,247,025      $  1,211,154

Cash flows from investing activities
  Proceeds from maturities and principal repayments of securities
    held to maturity                                                                 228,115           134,942
  Proceeds from maturities and principal repayments of securities
    available for sale                                                             5,618,549         1,244,423
  Purchases of securities available for sale                                      (4,091,337)       (3,428,506)
  Purchase of loans                                                               (3,261,911)             --
  Net change in loans                                                            (10,612,282)      (19,444,258)
  Expenditures on premises and equipment                                            (304,819)          (94,163)
  Proceeds from sale of loans                                                      2,430,541           351,500
  Proceeds from sale of premises and equipment                                         8,500             5,948
  Proceeds from sales of other real estate                                           177,750            46,245
  Proceeds from sales of other repossessed assets                                     44,259            20,170
                                                                                ------------      ------------
  Net cash from investing activities                                            $ (6,500,724)     $(24,425,610)
Cash flows from financing activities
  Advances from FHLB                                                              42,000,000        50,000,000
  Repayment of FHLB advances                                                     (51,400,000)      (41,000,000)
  Net increase (decrease) in other borrowings                                       (152,537)             --
  Cash dividends paid                                                               (425,671)         (425,643)
  Net proceeds from stock issuance                                                   249,651              --
  Increase (decrease) in advances from borrowers for taxes and insurance              95,537           107,712
  Repurchase stock                                                                (4,566,147)         (682,836)
  Net change in deposits                                                          22,428,742        11,623,115
                                                                                ------------      ------------
       Net cash from financing activities                                          8,229,575        19,622,348
                                                                                ------------      ------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                        NORTHEAST INDIANA BANCORP, INC.
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 Three and Nine months ended September 30, 1998
                                                  (continued)
                                                                             
                                                                                       Nine months ended
                                                                                          September 30,
                                                                                ------------------------------
                                                                                    1998              1997
                                                                                ------------      ------------
                                                                                           (Unaudited)
<S>                                                                             <C>               <C>         
Net increase in cash and cash equivalents                                          3,975,876        (3,592,108)
Cash and cash equivalents at beginning of period                                   4,819,686         6,672,374
                                                                                ------------      ------------
Cash and cash equivalents at end of period                                      $  8,795,562      $  3,080,266
                                                                                ------------      ------------
  Cash paid during the period for:
     Interest                                                                   $  6,806,133      $  5,752,007
     Income taxes                                                                  1,259,000         1,036,308

</TABLE>
                See accompanying notes to financial statements.
<PAGE>
                         NORTHEAST INDIANA BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             Three and Nine months ended September 30, 1998 and 1997

NOTE 1 - BASIS OF PRESENTATION

The unaudited information for the three and nine months ended September 30, 1998
and 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 and
nine month period  reported but should not be  considered  as  indicative of the
results to be expected for the full year.

For fiscal years  beginning  after  December 15, 1997 the  Financial  Accounting
Standards  Board (FASB) issued its Statement of Financial  Accounting  Standards
(SFAS) #130 on reporting  comprehensive  income.  Comprehensive  income includes
both net income and other comprehensive  income. Other comprehensive income will
include the change in unrealized  gains and losses on  securities  available for
sale, foreign currency translation  adjustments,  and additional minimum pension
liability  adjustments when  applicable.  The financial  statements  reflect the
adoption of SFAS #130.

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").
<PAGE>
                         NORTHEAST INDIANA BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             Three and Nine months ended September 30, 1998 and 1997

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  192,027  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,  1998,   48,007  shares  have  been   distributed  to  the  plan
participants.

NOTE 4 - EARNINGS PER SHARE
Basic earnings per share is based on weighted-average common shares outstanding.
Diluted  earnings per share  further  assumes  issue of any  dilutive  potential
common  shares.  The  accounting  standard for computing  earnings per share was
revised for 1997, and all earnings per shares  previously  reported are restated
to follow the new standard. The following table has been restated to reflect the
10% stock  dividend  announced  on October 27, 1998 and payable on November  23,
1998 to shareholders of record on November 6, 1998.
<TABLE>
<CAPTION>
                                                                          Three and Nine Months Ended
                                                                                 September 30,
                                                           -------------------------------------------------------
                                                               1998           1997          1998           1997
                                                           ----------     ----------     ----------     ----------
<S>                                                        <C>            <C>            <C>            <C>       
Earnings Per Share
  Net Income available to common shareholders              $  586,176     $  586,402     $1,716,407     $1,601,771
  Weighted average common shares outstanding                1,568,277      1,712,159      1,629,553      1,720,880
     Basic Earnings Per Share                              $     0.37     $     0.34     $     1.05     $     0.93

Earnings Per Share Assuming Dilution
   Net Income available to common shareholders             $  586,176     $  586,402     $1,716,407     $1,601,771
   Weighted average common shares outstanding               1,568,277      1,712,159      1,629,553      1,720,880
   Add: dilutive effects of assumed exercises of
             incentive stock options and non qualified
             stock options                                     25,618         18,753         83,840         37,771
   Weighted average and dilutive common shares
      Outstanding                                           1,593,895      1,730,912      1,713,393      1,758,651
       Diluted earnings per share                          $     0.37     $     0.34     $     1.00     $     0.91
</TABLE>

NOTE 5 - COMMON STOCK DIVIDENDS

On October 26, 1998 the Board of Directors of Northeast  Indiana  Bancorp,  Inc.
announced a 10% stock  dividend and a quarterly cash dividend of $.09 per share.
The  dividend  will be paid on November  23, 1998 to  shareholders  of record on
November 6, 1998.  The payment of the cash  dividend  will reduce  shareholders'
equity (fourth quarter) by  approximately  $150,000 and is subsequent to the 10%
stock  dividend.  This cash dividend  represents an effective  increase of 16.5%
over the $0.85 per share paid during the previous four quarters.
<PAGE>
                         NORTHEAST INDIANA BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             Three and Nine months ended September 30, 1998 and 1997

Common share amounts,  market values and price per share disclosures  related to
stock  repurchase  programs,  stock based  compensation  plans and  earnings and
dividends per share  disclosures  have been restated for the 10% stock  dividend
declared on October  23,1998.  Stock  dividends  for 20% or less are reported by
transferring  the market value, as of the ex-dividend  date, of the stock issued
from  retained   earnings  to  common  stock  and  additional   paid-in-capital.
Fractional  shares  will be  rounded up to the next  whole  share.  The entry to
record the 10% stock  dividend have been  estimated  using  current  information
available and are subject to final calculations.

NOTE 6 - STOCK REPURCHASE PLAN

On July 7,  1998  the  Company  announced  a new  stock  repurchase  program  to
repurchase 10% of the  outstanding  shares in the open market as Treasury shares
over the next twelve months.  This program will include up to 180,688 shares. As
of October 23, 1998,  134,200  shares have been  repurchased  under this program
since its announcement.

There were also 12,991 shares  repurchased  from exercised  options year to date
through October 23, 1998.

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 September
30,  1998,  the capital  requirements  for the Bank under  FIRREA and the Bank's
actual capital ratios. As of September 30, 1998, the Bank substantially exceeded
all current regulatory capital standards.
<TABLE>
<CAPTION>

                                    Regulatory
                                Capital Requirement          Actual Capital
                               --------------------      ---------------------
                                Amount      Percent       Amount       Percent
                                ------      -------       ------       -------
                                           (Dollars in thousands)

<S>                            <C>           <C>         <C>            <C>   
Risk-based capital             $10,792       8.0%        $23,307        17.28%
Core capital                   $ 8,379       4.0%        $22,024        10.51%
Tangible capital               $ 4,190       2.0%        $22,024        10.51%

</TABLE>

NOTE 8 - RECLASSIFICATIONS

Certain  amounts  in  the  1997  consolidated  financial  statements  have  been
reclassified to conform to the 1998 presentation.
<PAGE>
                         NORTHEAST INDIANA BANCORP, INC.
           MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                             AND OPERATING RESULTS


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 September 30, 1998, 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 $9.9 million or 5.0% from $199.4 million at
December 31, 1997 to $209.3 million at September 30, 1998. This increase was due
primarily to funds generated from increased deposits growth of $22.5 million net
of decreased  borrowings  of $9.7 million so that new loans could be funded.  In
addition  to asset  growth  through  the first nine  months of 1998 the  company
purchased 12.4% of the  outstanding  shares to fund Treasury Stock which reduced
our capital $4.6 million.

Net loans  receivable  increased  $7.7  million or 4.41% from $174.5  million at
December 31, 1997 to $182.2 million at September 30, 1998. The increase in loans
during the first nine months of 1998 was predominantly in mortgage loan products
which  accounted  for $4.9  million of the  increase  along with a $1.0  million
increase in consumer lending and $835,000 increase in
<PAGE>
                         NORTHEAST INDIANA BANCORP, INC.
           MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                             AND OPERATING RESULTS


FINANCIAL CONDITION (Continued)

commercial  lending.  This was offset by the sale of a $2.4  million  package of
mobile home loans  which were sold at par in June 1998.  This growth was because
of the  generally  favorable  market  conditions.  Allowances  for  loan  losses
increased  approximately  $199,000  through the nine months ended  September 30,
1998.  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 $1.4 million include $110,000
of specific reserves for loans or partial loans classified as substandard in the
amount of $934,000.

INVESTMENTS

Securities  available-for-sale  decreased  $1.4  million  from $14.6  million at
December 31, 1997 to $13.2  million at September 30, 1998.  Investments  of $4.0
million were purchased to replenish the $5.6 million of portfolio balances being
reduced by calls, payments and maturities.

RESULTS OF OPERATIONS

The Company had net income of $586,000 or $0.37 per basic share and $1.7 million
or $1.05 per basic share for the three and nine months ended  September 30, 1998
compared to $586,000 or $0.34 per basic share and $1.6 million or $.93 per basic
share for the three and nine months ended  September 30, 1997. Note that all per
share  earnings have been restated to reflect the 10% stock  dividend to be paid
on November 23, 1998.

Net interest  income  increased  to $1.8 million for the third  quarter and $5.2
million for the nine months ended  September  30, 1998  compared to $1.6 million
and $4.7  million  for the three  and nine  months  ended  September  30,  1997.
Interest  income  increased  $350,000 to $4.1  million from $3.7 million for the
third quarter September 30, 1998 and September 30, 1997,  respectively.  For the
third  quarter  interest  expense  increased  $235,000 to $2.3 million from $2.1
million for the quarter  ended  September 30, 1998 and 1997,  respectively.  The
increased  expense  for the period  was due to the net effect of higher  average
balances in deposits and lower average balances in borrowings.

Provisions  for loan losses  increased  by $31,500 and $94,500 for the three and
nine  months  ended  September  30,  1998  compared  to the same  periods  ended
September 30, 1997.

Non-interest  income  increased  to $187,000 and $527,000 for the three and nine
months  ended  September  30,1998  compared to  $161,000  and  $432,000  for the
comparable  periods in 1997.  This represents an increase of $26,000 and $95,000
for the three and nine months ended September 30, 1998. For the quarter and year
to date the  majority of the period over period gain was from deposit fee income
including  fees from our Family  Club  Checking  accounts,  commercial  checking
account fees, and increased NSF fee income.  Other non-interest  income includes
increases from ATM and charge card fees.
<PAGE>
                         NORTHEAST INDIANA BANCORP, INC.
           MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                             AND OPERATING RESULTS


RESULTS OF OPERATIONS (Continued)

Non-interest  expense  increased  to $903,000 and $2.7 million for the three and
nine months ended  September  30, 1998 compared to $780,000 and $2.3 million for
the  corresponding  periods in 1997. This represents an increase of $123,000 and
$437,000 for the three and nine months ended  September 30, 1998.  This increase
is due  partially  to higher  salaries  and  benefits  reflecting  increases  in
compensation  for 1998 and additional  employees added during late 1997 and 1998
to support customer service as we grow.

Data processing expense has increased $31,000 and $91,000 for the three and nine
months ended September 1998 due to the installation of the wide area network and
software upgrades.

This  project was started in second  quarter 1998 and is expected to be complete
by fourth quarter 1998. The upgrades of our computer system will not only enable
increased  efficiencies  but  provide  better  communication  between  our three
offices.

Income tax expense is up for the three and nine months ended  September 30, 1998
due to higher taxable income compared to 1997.

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 $90,000 and  $270,000 for
the three and nine  months  ended  September  30,  1998  compared to $58,000 and
$175,000 for the same period ended September 30, 1997. 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.
<PAGE>
                         NORTHEAST INDIANA BANCORP, INC.
           MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                             AND OPERATING RESULTS


NON-PERFORMING ASSETS AND ALLOWANCE FOR LOAN LOSSES(Continued)

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>
                                                         September 30         December 31
                                                             1998                1997
                                                         ------------         ------------
<S>                                                         <C>                   <C>             
Non-accruing loans                                          $  580                $1,166          
Accruing loans delinquent 90 days and more                       0                     0       
Troubled debt restructuring                                      0                     0       
Foreclosed assets                                                9                     7       
                                                            ------                ------                                   
   Total non-performing assets                                 589                 1,173       
                                                            ======                ======                                   
     Total non-performing assets as a percentage                                               
     of total assets                                           .28%                  .58%      
                                                            ======                ======                                    
</TABLE>
                                                                                

Total non-performing  assets decreased from $1.2 million to $589,000 or 0.28% of
total  assets at  September  30, 1998 from 0.58% of total assets at December 31,
1997.

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
September 30, 1998, the Bank exceeded all regulatory capital standards.

At September 30, 1998, the Bank's risk based capital was $23.3 million or 17.28%
of risk  adjusted  assets  which  exceeds  the  $10.8  million  and the 8.0% OTS
requirement by $12.5 million and 9.28%. The Bank's core capital at September 30,
1998 is $22.0  million  or 10.51%  which  exceeds  the OTS  requirement  of $8.4
million and 4.00% by $13.6 million and 6.51%. The tangible  capital  requirement
is $4.2  million  and 2.00% which the Bank  exceeded by $17.8  million and 8.51%
which is reflected  by  September  30, 1998  tangible  capital  balance of $22.0
million and a 10.51% ratio of tangible capital to assets.
<PAGE>
                        NORTHEAST INDIANA BANCORP, INC.
           MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                             AND OPERATING RESULTS


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 4% of its average  daily  balance of
net withdrawable  customer deposit accounts and short-term  borrowings to assure
its  ability  to meet  demands  for  withdrawals  and  repayment  of  short-term
borrowings. As of September 30, 1998, First Federal's liquidity ratio was 9.72%,
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 September 30, 1998,
First  Federal  had  commitments  to  originate  loans and to fund open lines of
credit totaling $21.2 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 third quarter of 1998 equal to 5.82 basis points  annualized per $100 of
domestic deposits,  as compared to a FICO assessment on BIF-assessable  deposits
for that same period equal to 1.16 basis points per $100 of domestic deposits.

TRUST/FINANCIAL SERVICES

The bank recently applied to the OTS for the expansion of its charter to include
trust powers so that we may provide trust and asset  management  services to our
community. We received approval for the trust and asset management services from
the OTS  during  the  third  quarter  1998 and we  anticipate  approval  for the
financial  services  subsidiary from the OTS during the fourth quarter 1998. The
bank is also in the process of  establishing  a  wholly-owned  subsidiary  as an
Indiana  corporation.  This subsidiary will provide  financial  service products
including but not limited to mutual funds, brokerage and insurance products.

In order to provide the expertise these new initiatives  will require,  the bank
has  hired an  individual  with 28 years  experience  in  trust  services.  This
individual has served the last nine years as a Senior Trust Officer  responsible
for managing over $100 million in trust assets.
<PAGE>
                        NORTHEAST INDIANA BANCORP, INC.
           MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                             AND OPERATING RESULTS

OFFICE EXPANSION

The bank began an expansion project of its North office located on Frontage Road
in July 1998. This expansion will provide  approximately  2,000 square feet more
space  which  will  be  utilized  for  offices  needed  for  additional  banking
operations staff, the new Trust department and Financial Services  Subsidiary as
well as storage for the computer equipment needed for these new endeavors.  This
building addition should be completed in the fourth quarter of 1998.

FORWARD-LOOKING STATEMENTS

When  used  in this  filing  and in  future  filings  by the  Company  with  the
Securities  and Exchange  Commission,  in the Company's  press releases or other
public  or  shareholder  communications,  or in oral  statements  made  with the
approval of an authorized  executive  officer,  the words or phrases "would be,"
"will  allow,"  "intends  to," "will likely  result,"  "are  expected to," "will
continue," "is anticipated,"  "estimate,"  "project" or similar  expressions are
intended  to  identify  "forward-looking  statements"  within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements are subject to
risks and  uncertainties,  including  but not  limited to  changes  in  economic
conditions  in the  Company's  market  area,  changes in policies by  regulatory
agencies,  fluctuations  in interest  rates,  demand for loans in the  Company's
market area and competition,  all or some of which could cause actual results to
differ  materially from historical  earnings and those presently  anticipated or
projected.

The Company  wishes to caution  readers not to place undue  reliance on any such
forward-looking  statements,  which speak only as of the date made,  and advises
readers  that  various  factors,   including   regional  and  national  economic
conditions,  substantial  changes in levels of market interest rates, credit and
other risks of lending and investment  activities and competitive and regulatory
factors,  could affect the Company's  financial  performance and could cause the
Company's  actual  results for future  periods to differ  materially  from those
anticipated or projected.

The Company does not undertake,  and specifically  disclaims any obligation,  to
update any  forward-looking  statements to reflect  occurrences or unanticipated
events or circumstances after the date of such statements.

IMPACT OF THE YEAR 2000

The Company has been and will continue to follow the guidelines  provided by the
Federal Financial  Institutions  Examination's  Council (FFIEC). The Company has
formulated a Year 2000 Action Plan which has been presented to, and approved by,
the Board of Directors. Management believes that all affected systems whether it
be internal or services provided by a third party have been identified and plans
have been made to ensure that all necessary changes are accomplished in a timely
manner.  Implementation  of the plan is  progressing  and the Board of Directors
receives quarterly reports regarding the progress made. Testing with our service
provider  will  begin in fourth  quarter  1998 and should be  complete  by first
quarter 1999. This timeline complies with the FFIEC guidelines.  Management does
not expect any costs  related to the Year 2000 to have a  significant  impact on
its  financial  positions  or results  of  operations  however,  there can be no
assurance  that the vendors  systems will be 2000  compliant,  consequently  the
Company could incur incremental costs to convert to another vendor.
<PAGE>
                        NORTHEAST INDIANA BANCORP, INC.
           MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                             AND OPERATING RESULTS
                                                      
                                     PART II


ITEM 1 - LEGAL PROCEEDING

         The  Company  and First  Federal  are  involved  from time to time,  as
         plaintiff or defendant in various legal actions arising from the normal
         course  of  their  businesses.  While  the  ultimate  outcome  of these
         proceedings  cannot be predicted with  certainty,  it is the opinion of
         management that the resolution of these  proceedings  should not have a
         material   effect  on  the   Company's   results  of  operations  on  a
         consolidated basis.

ITEM 2 - CHANGES IN SECURITIES
         None

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
         None

ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDER
         None

ITEM 5 - OTHER INFORMATION
         None

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

         (b) Reports on Form 8-K

               (1)  July 7,  1998  Press  Release  announcing  Stock  Repurchase
                    Program

               (2)  July  17,  1998  Press  Release  announcing  Second  Quarter
                    Earnings

               (3)  July  29,  1998  Press  Release  announcing  Quarterly  Cash
                    Dividend

               (4)  October  15, 1998 Press  Release  announcing  Third  Quarter
                    Earnings

               (5)  October 27, 1998 Press Release announcing 10% Stock Dividend
                    and Quarterly Cash Dividend Increases
<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:  November 12, 1998           By:     /S/ STEPHEN E. ZAHN

                                           Stephen E. Zahn
                                           President and Chief Executive Officer
                                           (Duly Authorized Officer)


Date:  November 12, 1998           By:     /S/ DARRELL E. BLOCKER

                                           Darrell E. Blocker
                                           Senior Vice President and
                                           Chief Financial Officer
                                           (Principal Financial Officer)