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, 1996

 [   ]    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 OCTOBER 31, 1996
--------------------------------------------------------------------------------
Common Stock, par value $.01 per share                     1,870,086


         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, 1996 and December 31, 1995                            

            Consolidated Condensed Statements of Income
            for the Three months ended September 30, 1996 and 1995 and the nine
            months ended September 30, 1996 and 1995                            

            Consolidated Statement of Change in Shareholders' Equity
            for the nine months ended September 30, 1996                        

            Consolidated Statements of Cash Flows for the nine
            months ended September 30, 1996 and 1995                            

            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, 1996 AND DECEMBER 31, 1995

--------------------------------------------------------------------------------------------------

                                                                   September 30       December 31
                                                                       1996              1995
                                                                   -------------    -------------
                                                                    (Unaudited)
<S>                                                                <C>              <C>          
ASSETS
Cash and due from financial institutions .......................   $   3,512,555    $   2,467,934
Interest earning deposits in financial institutions - short term         312,918        2,204,407
                                                                   -------------    -------------
  Total cash and cash equivalents ..............................       3,825,473        4,672,341

Interest earning deposits in financial institutions ............         100,000          100,000
Securities available for sale ..................................      10,062,365        3,820,759
Securities held to maturity,  estimated market value of
  $894,000 and $986,000 at September 30, 1996 and
  December 31, 1995, respectively ..............................         892,342          985,906
Loans receivable, net of allowance for loan losses
  September 30, 1996 - $1,018,000 and
  December 31, 1995 - $881,000 .................................     139,188,298      122,640,770
Accrued interest receivable ....................................         313,122          232,925
Other real estate owned, net ...................................            --               --
Federal Home Loan Bank stock, at cost ..........................       2,650,000        2,075,000
Premises and equipment, net ....................................       2,041,468        2,131,617
Other assets ...................................................         959,239          909,263
                                                                   -------------    -------------

TOTAL ASSETS ...................................................   $ 160,032,307    $ 137,568,581
                                                                   =============    =============




Continued
<PAGE>
<CAPTION>
                                  NORTHEAST INDIANA BANCORP, INC.

                               CONDENSED CONSOLIDATED BALANCE SHEETS
                             SEPTEMBER 30, 1996 AND DECEMBER 31, 1995

--------------------------------------------------------------------------------------------------

                                                                   September 30       December 31
                                                                       1996              1995
                                                                   -------------    -------------
                                                                    (Unaudited)
<S>                                                                <C>              <C>          
LIABILTIES AND SHAREHOLDERS' EQUITY
Liabilities
  Deposits .....................................................   $  77,922,142    $  68,202,930
  Short Term Borrowed Funds ....................................      21,000,000       22,500,000
  Long Term Debt ...............................................      31,995,389       15,000,000
  Advances from borrowers for taxes and insurance ..............         181,143          116,786
  Accrued interest payable and other liabilities ...............       1,017,463          715,820
                                                                   -------------    -------------
    Total liabilities ..........................................     132,116,137      106,535,536

Shareholders' equity
  Preferred Stock, $.01 par value, authorized and unissued
     500,000 shares ............................................            --               --
  Common stock, $.01 par value, authorized
  4,000,000 shares; issued:  2,182,125 shares ..................          21,821           21,821
  Additional paid-in capital ...................................      21,245,288       21,215,284
  Unearned ESOP compensation ...................................      (1,527,550)      (1,600,225)
  Unearned RRP compensation ....................................        (871,366)            --
  Treasury Stock 228,539 shares at cost ........................      (2,934,334)            --
  Retained earnings - substantially restricted .................      12,006,140       11,393,893
  Net Unrealized appreciation (loss) on securities .............         (23,829)           2,272
                                                                   -------------    -------------
                                                                                    -------------
     Total shareholders' equity ................................      27,916,170       31,033,045
                                                                   -------------    -------------

         Total Liabilities and Shareholder's Equity ............   $ 160,032,307    $ 137,568,581
                                                                   =============    =============




                          See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                  NORTHEAST INDIANA BANCORP, INC.

                                                 CONSOLIDATED STATEMENTS OF INCOME
                                           Three and Nine months ended September 30, 1996
------------------------------------------------------------------------------------------------------------------------------------

                                                                         Three Months Ended                   Nine Months Ended
                                                                            September 30                        September 30
                                                                       1996              1995              1996              1995
                                                                    ----------        ----------        ----------        ----------
                                                                                               (Unaudited)
<S>                                                                 <C>               <C>               <C>               <C>       
 Interest income
  Loans receivable
     Mortgage loans ........................................        $2,345,788        $1,929,218        $6,678,133        $5,591,096
     Consumer and other loans ..............................           453,065           362,212         1,283,076           983,962
  Securities
     Taxable ...............................................           209,799            84,282           479,197           242,760
     Tax exempt ............................................             8,292             8,978            25,338            27,381
   Other interest-earning assets ...........................            35,738           116,349            99,493           220,921
                                                                    ----------        ----------        ----------        ----------
     Total interest income .................................         3,052,682         2,501,039         8,565,237         7,066,120

Interest expense
  Deposits .................................................           936,975           791,857         2,625,775         2,371,773
  Borrowed funds ...........................................           689,709           494,978         1,812,583         1,640,053
                                                                    ----------        ----------        ----------        ----------
     Total interest expense ................................         1,626,684         1,286,835         4,438,358         4,011,826
                                                                    ----------        ----------        ----------        ----------

Net interest income ........................................         1,425,998         1,214,204         4,126,879         3,054,294

Provision for loan losses ..................................            51,000            71,610           184,200           182,148
                                                                    ----------        ----------        ----------        ----------

Net interest income after provision for loan
losses .....................................................         1,374,998         1,142,594         3,942,679         2,872,146

Noninterest income
  Gain on sale of securities ...............................               348              --                 348              --
  Other ....................................................           106,265            92,939           304,999           257,882
                                                                    ----------        ----------        ----------        ----------
     Total noninterest income ..............................           106,613            92,939           305,347           257,882



Continued
<PAGE>
<CAPTION>
                                                  NORTHEAST INDIANA BANCORP, INC.

                                                 CONSOLIDATED STATEMENTS OF INCOME
                                           Three and Nine months ended September 30, 1996
------------------------------------------------------------------------------------------------------------------------------------

                                                                         Three Months Ended                   Nine Months Ended
                                                                            September 30                        September 30
                                                                       1996              1995              1996              1995
                                                                    ----------        ----------        ----------        ----------
                                                                                               (Unaudited)
<S>                                                                 <C>               <C>               <C>               <C>       
Noninterest expense
  Compensation and benefits ................................           382,549           309,264         1,123,049           897,371
  Occupancy and equipment ..................................            72,102            53,440           204,088           146,919
  SAIF deposit insurance premiums ..........................           494,927            39,640           572,206           118,141
  Other ....................................................           172,550           178,191           594,899           507,006
                                                                    ----------        ----------        ----------        ----------
     Total noninterest expense .............................         1,122,128           580,535         2,494,242         1,669,437
                                                                    ----------        ----------        ----------        ----------

Income before income taxes .................................           359,483           654,998         1,753,784         1,460,591

Income tax expense .........................................           134,589           256,576           668,627           525,081
                                                                    ----------        ----------        ----------        ----------

Net income .................................................        $  224,894        $  398,422        $1,085,157        $  935,510
                                                                    ==========        ==========        ==========        ==========
Earnings per share subsequent
 to conversion
  Net income ...............................................        $      .12               .18        $      .56               N/A
</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, 1996
---------------------------------------------------------------------------------------------------------------------------
                                                        (Unaudited)
                                                                                                               Unrealized
                                                                                     Common       Common      Appreciation
                                           Additional                                 Stock        Stock     on Securities 
                                Common      Paid-in      Retained      Treasury     Acquired     Acquired      Available-  
                                Stock       Capital      Earnings       Stock        by ESOP      by RRP        for-Sale   
                              ----------  ------------  -----------  ------------  -----------  -----------  --------------
<S>                             <C>        <C>           <C>          <C>          <C>          <C>                  <C>   
Balance, January 1, 1996        21,821     21,215,284    11,393,893           --   (1,600,225)          --           2,272 

Dividends Paid $0.225 per
  share year to date                --             --      (472,912)          --           --           --              -- 
                                      
Shares committed to be                
  released under ESOP               --         30,005            --           --       72,675           --              -- 
                                      
Purchase of shares
  of Treasury Stock                 --             --            --   (2,934,334)          --           --              -- 
                   
Purchase of RRP Stock               --             --            --           --           --   (1,025,136)             -- 
                                      
Amortization of RRP                   
  Contributions                     --             --            --           --           --      153,771              -- 
                                      
Change in net unrealized              
  appreciation on securities          
  available-for-sale                --             --            --           --           --           --         (26,101)
                                      
Net Income September 30, 1996       --             --     1,085,157           --           --           --              -- 
                                ------     ----------    ----------   ----------   ----------   ----------         ------- 

Balances, September 30, 1996    21,821     21,245,289    12,006,138   (2,934,334)  (1,527,550)    (871,365)        (23,829)
                                ======     ==========    ==========   ==========   ==========   ==========         ======= 
</TABLE>




Continued
<PAGE>
<TABLE>
<CAPTION>
                                              NORTHEAST INDIANA BANCORP, INC.

                                 CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
                                            Nine months ended September 30, 1996
---------------------------------------------------------------------------------------------------------------------------
                                                        (Unaudited)


                                                  Total      
                                              Shareholders'  
                                                  Equity     
                                             ----------------
<S>                                            <C>           
Balance, January 1, 1996                       31,033,045    
                                                             
Dividends Paid $0.225 per                                    
  share year to date                             (472,912)   
                                                             
Shares committed to be                                       
  released under ESOP                             102,680    
                                                             
Purchase of shares                                           
  of Treasury Stock                            (2,934,334)   
                                                             
Purchase of RRP Stock                          (1,025,136)   
                                                             
Amortization of RRP                                          
  Contributions                                   153,771    
                                                             
Change in net unrealized                                     
  appreciation on securities                                 
  available-for-sale                              (26,101)   
                                                             
Net Income September 30, 1996                   1,085,157    
                                               ----------    
                                                             
Balances, September 30, 1996                   27,916,170    
                                               ==========    
                                             
</TABLE>




See accompanying notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
                         NORTHEAST INDIANA BANCORP, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                  Nine months ended September 30, 1996 and 1995
----------------------------------------------------------------------------------------------------------------

                                                                                         Three Months Ended
                                                                                           September 30,
                                                                                       1996            1995
                                                                                   ------------    ------------
                                                                                   (Unaudited)
<S>                                                                                <C>             <C>         
Cash flows from operating activities
  Net income ...................................................................   $  1,085,157    $    935,510
  Adjustments to reconcile net income to net cash from operating activities
     Depreciation and amortization, net of accretion ...........................        160,207          73,086
     Net (gain) loss on sale of real estate owned ..............................         (6,879)         (2,489)
     Net (gain) loss on sale of fixed assets ...................................            (50)           (368)
     Unrealized (gain) loss on assets available-for-sale .......................         17,120            --
     Provision for loan losses .................................................        137,542          66,187
     Amortization of ESOP Contributions ........................................         72,676          72,737
     Amortization of ESOP-SOP 93-6 .............................................         30,005           6,140
     Amortization of RRP Contributions .........................................        153,771            --
     Increase in accrued interest receivable ...................................        (80,198)        (35,054)
     Increase in other assets ..................................................        (49,975)         62,307
     Increase in accrued interest payable and other liabilities ................        301,643         (30,806)
                                                                                   ------------    ------------
         Total adjustments .....................................................        735,862         211,740
                                                                                   ------------    ------------
             Net cash from operating activities ................................      1,821,019       1,147,250

Cash flows from investing activities
  Net increase in interest-earning deposits in financial institutions ..........           --          (100,000)
  Purchase of securities available-for-sale ....................................     (9,031,933)       (113,007)
  Proceeds from sale of securities available-for-sale ..........................      2,100,000            --
  Purchase of securities held-to-maturity ......................................           --              --
Proceeds from maturities and principal repayments of securities
    available-for-sale .........................................................        600,000            --
  Proceeds from maturities and principal repayments of securities
    held-to-maturity ...........................................................         93,564          66,875
  Net increase in loans ........................................................    (16,705,181)    (10,092,339)
  Purchase of FHLB Stock .......................................................       (575,000)       (300,000)
  Proceeds from sale of premises, furniture and equipment ......................             50             368
  Purchase of premises, furniture and equipment ................................        (22,952)       (550,434)
  Proceeds from sales of other real estate .....................................         26,990          20,315
                                                                                   ------------    ------------
  Net cash from investing activities ...........................................    (23,514,462)    (11,068,222)







Continued
<PAGE>
<CAPTION>
                         NORTHEAST INDIANA BANCORP, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                  Nine months ended September 30, 1996 and 1995
----------------------------------------------------------------------------------------------------------------

                                                                                         Three Months Ended
                                                                                           September 30,
                                                                                       1996            1995
                                                                                   ------------    ------------
                                                                                   (Unaudited)
<S>                                                                                <C>             <C>         
Cash flows from financing activities
  Net increase (decrease) in deposits ..........................................      9,719,212      (1,580,111)
  Advances from FHLB ...........................................................     49,995,044      20,000,000
  Repayment of FHLB advances ...................................................    (34,499,655)    (24,000,080)
  Increase in advances from borrowers for taxes and insurance ..................         64,357          79,014
  Net proceeds from stock issuance .............................................           --        19,465,158
  Repurchase stock .............................................................     (3,959,471)           --
  Cash dividends paid ..........................................................       (472,912)           --
                                                                                   ------------    ------------
       Net cash from financing activities ......................................     20,846,575      13,963,981
                                                                                   ------------    ------------
Net increase in cash and cash equivalents ......................................       (846,868)      4,043,009
Cash and cash equivalents at beginning of period ...............................      4,672,341       2,814,424
                                                                                   ------------    ------------

Cash and cash equivalents at end of period .....................................   $  3,825,473    $  6,857,433
                                                                                   ============    ============
Supplemental  disclosure  of cash flow  information  Cash paid during the period
  for:
     Interest ..................................................................   $  4,422,868    $  2,910,499
     Income taxes ..............................................................        964,946         630,108
</TABLE>




See accompanying notes to financial statements
<PAGE>
                         NORTHEAST INDIANA BANCORP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             Three and Nine months ended September 30, 1996 and 1995
--------------------------------------------------------------------------------

NOTE 1 - BASIS OF PRESENTATION


The unaudited information for the three and nine months ended September 30, 1996
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").  The  unaudited  information  for the nine months ended
September 30, 1995  reflects the results of operations of First Federal  Savings
Bank only  through  June 27, 1995  (conversion  date).  The three  months  ended
September  30, 1995 and the balance of the nine months ended  September 30, 1995
reflect consolidated  results of the Company. 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  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").
<PAGE>
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, 1996, 14,548 shares were distributed to the plan participants.


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.  As the  conversion was effective on
June 27, 1995,  no earnings per share for the nine months  ended  September  30,
1995 were reported.  Earnings per share for the three months ended September 30,
1995 was $0.18 per common  share.  Earnings  per common  share for the three and
nine months ended September 30, 1996 was $0.12 and $0.56 respectively.


NOTE 5 - COMMON STOCK CASH DIVIDENDS

On July 3,  1996 the Board of  Directors  of  Northeast  Indiana  Bancorp,  Inc.
announced a quarterly cash dividend of $.075 per share. The dividend was paid on
July 29, 1996 to  shareholders  of record on July 15,  1996.  The payment of the
cash dividend reduced shareholders' equity by $154,625.

It should also be noted that  subsequently to the end of the third quarter,  the
Board of Directors  announced on October 18, 1996 a quarterly  cash  dividend of
$.08 per share.  The dividend will be paid on November 15, 1996 to  shareholders
of record on November  1, 1996.  The  payment of the cash  dividend  will reduce
shareholders' equity (fourth quarter) by $149,607.


NOTE 6 - STOCK REPURCHASE PLAN

On February 12, 1996 and February 16, 1996 Northeast Indiana Bancorp,  Inc. (the
"Company") announced its intention to repurchase 5% of the outstanding shares in
the open market along with 4% of the  outstanding  shares to fund the  Company's
Recognition and Retention Plan (RRP). These two programs totaling 196,391 shares
of common stock were completed on March 25, 1996. These programs reduced capital
by approximately $1,597,000 and $1,025,000 respectively.
<PAGE>
NOTE 6 - STOCK REPURCHASE PLAN (Continued)

On July 8, 1996 the Board of Directors  announced  its  intention to  repurchase
another 5% of its  outstanding  shares.  This  repurchase of 103,084  shares was
completed on August 16, 1996 and reduced  capital by  approximately  $1,273,000.
These  shares  became  Treasury  Shares and will be used for  general  corporate
purposes,  including the issuance of shares in connection with grants and awards
under the Company's stock based benefit plans.

On September 16, 1996 the Board of Directors  approved  another stock repurchase
program  for the  purchase  of up to 10% of the  outstanding  shares in the open
market over the next  twelve  months.  Through  October 31, 1996 the Company has
repurchased  88,500  shares  of the  approximate  195,859  shares  approved  for
repurchase as Treasury Shares.


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,  1996,  the capital  requirements  for the Bank under  FIRREA and the Bank's
actual capital ratios. As of September 30, 1996, 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 ........       $ 7,685          8.00%                   $21,407          22.28%
Core capital ..............         4,811          3.00                     20,596          12.84 
Tangible capital ..........         2,406          1.50                     20,596          12.84 
</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 September 30, 1996, 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 $22.4 million or 16.4% from $137.6 million
at December 31, 1995 to $160.0 million at September 30, 1996.  This increase was
due primarily to funds generated from increased  deposits growth of $9.7 million
and an additional  $15.5 million in FHLB  advances.  In addition to asset growth
through  the  first  nine  months  of  1996  we  purchased  14% of the  original
outstanding shares to fund the Recognition and Retention Plan (RRP) and Treasury
Stock which reduced our capital.

The Bank's cash and cash equivalents decreased $0.9 million from $4.7 million at
December 31, 1995 to $3.8 million at September  30, 1996.  This decrease was due
primarily  from the funds being used to purchase  investment  securities  and to
fund the net increase in loans.
<PAGE>
FINANCIAL CONDITION (Continued)

Net loans  receivable  increased  $16.6 million or 13.5% from $122.6  million at
December 31, 1995 to $139.2 million at September 30, 1996. The increase in loans
during the first nine months of 1996 was  predominantly  in net  mortgage  loans
which  accounted  for $13.4  million  of the  increase,  and also  consumer  and
commercial  products  increasing  because  of  the  generally  favorable  market
conditions.  Allowances  for loan  losses  increased  $137,000  through the nine
months ended September 30, 1996. 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 $1,018,000 include
specific reserves for loans or partial loans classified as loss in the amount of
$207,300.


INVESTMENTS

Securities  available-for-sale  increased  $6.2  million  from $3.8  million  at
December 31, 1995 to $10.0  million.  This  substantial  increase  includes $3.3
million in  callable  agencies  with  various  call  features  and terms to help
balance the liquidity  portfolios  interest rate risk and return.  This increase
also includes $6.1 million in mortgage  backed  security  products which provide
additional  investments that allow the bank to broaden the earning asset base as
the institution  grows.  These investments have an aggregate mark to market loss
of  $39,000  before  the  effect of  deferred  taxes of $15,000 or a net mark to
market loss of $24,000 at September 30, 1996.


RESULTS OF OPERATIONS

The  Company had net income of  $225,000  or $0.12 per share and  $1,085,000  or
$0.56 per share for the three and nine months ended  September 30, 1996 compared
to $398,000 or $0.18 per share and  $936,000 for the three and nine months ended
September 30, 1995. The decrease in net income was due to a one time  assessment
of  approximately  $453,000  which  was the  result of the  federal  legislation
enacted on September 30, 1996 (See  Regulatory  Developments).  The  approximate
after  tax  effect  was  $274,000  less  income or $0.14  per  share.  The costs
associated with the new office overhead,  employee  compensation and RRP expense
excluding  the SAIF special  assessment  contributed  to the remainder of higher
non-interest  expense  resulting  in an  increase of $88,000 for the quarter and
$372,000  for the nine  months  ended  September  30,  1996 over the  comparable
periods in 1995.

Net interest  income  increased  to $1.4 million for the third  quarter and $4.1
million for the nine months ended  September  30, 1996  compared to $1.2 million
and $3.1  million  for the three  and nine  months  ended  September  30,  1995.
Interest  income  increased  $552,000 to $3.15 million from $2.5 million for the
third quarter ended September 30, 1996 and September 30, 1995, respectively. For
the third quarter interest expense increased  $340,000 to $1.6 million from $1.3
million for the quarter  ended  September 30, 1996 and 1995,  respectively.  The
increased  expense  for the period was due to a  combination  of higher  average
balances in deposits and advances.
<PAGE>
RESULTS OF OPERATIONS (Continued)

Provisions for loan losses  decreased by $20,000 and increased by $2,000 for the
three and nine months ended September 30, 1996 compared to the same period ended
September  30, 1995.  This year to date increase was used to continue our effort
to build the provision as loan balances grow.

Non-interest  expense  increased  to $1.1 million and $2.5 million for the three
and nine months ended  September  30, 1996 compared to $581,000 and $1.7 million
for the  corresponding  period in 1995.  This represents an increase of $542,000
and $825,000 for the three and nine months ended  September 30, 1996.  Again the
majority of this  increase  was due to the one time SAIF special  assessment  of
$453,000.  Another increased expense was reflected in compensation and benefits.
This expense for the three and nine months ended September 30, 1996 reflected an
increase of $74,000 to $383,000  and  $226,000 to $1.1  million.  The  increased
expense is due to establishing  an ESOP with the  conversion,  providing for RRP
costs and growth in employment  needed to sustain growth in the  institution for
the three and nine  month  periods  ended  September  30,  1996.  Occupancy  and
equipment  expense  also  increased  for the three and nine month  period  ended
September  30,  1996  compared  to 1995 by $19,000 to $72,000  and by $57,000 to
$204,000.  This is due to additional costs associated with the new branch. Other
non-interest  operating expenses were not significantly  different for the three
and nine month period ended September 30, 1996 compared to September 30, 1995.

Income  tax  expense  is down for the  three  and up for the nine  months  ended
September 30, 1996 due to changes in taxable income compared to 1995.


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 $51,000 and  $184,000 for
the three and nine  months  ended  September  30,  1996  compared to $72,000 and
$182,000  for the same  periods  ended  September  30,  1995.  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>
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>

                                                           September 30      December 31
                                                               1996             1995
                                                               ----             ---- 
<S>                                                            <C>              <C>  
Non-accruing loans .....................................       $318             $284 
Accruing loans delinquent 90 days and more .............        --               --  
Troubled debt restructuring ............................        --               --  
Foreclosed assets ......................................        --               --  
                                                               ----             ---- 
   Total non-performing assets .........................       $318             $284 
                                                               ====             ==== 
                                                                                     
   Total non-performing assets as a percentage                                       
     of total assets ...................................        .20%             .21%
                                                               ====             ==== 
</TABLE>
                                                                                
Total non-performing assets increased from $284,000 to $318,000 or .20% of total
assets at September 30, 1996 from .21% of total assets at December 31, 1995.

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, 1996, the Bank exceeded all regulatory capital standards.

At September 30, 1996, the Bank's risk based capital was $21.4 million or 22.28%
of risk  adjusted  assets  which  exceeds  the  $7.7  million  and the  8.0% OTS
requirement  by $13.7  million and 14.28%.  The Bank's core capital at September
30, 1996 is $20.6  million or 12.84% which exceeds the OTS  requirement  of $4.8
million and 3.00% by $15.8 million and 9.84%. The tangible  capital  requirement
is $2.4  million and 1.50% which the Bank  exceeded by $18.2  million and 11.34%
which is reflected  by  September  30, 1996  tangible  capital  balance of $20.6
million and a 12.84% 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.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES (Continued)

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 September 30, 1996,  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 September 30, 1996,
First  Federal  had  commitments  to  originate  loans and to fund open lines of
credit totaling $13.8 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

 On  September  30, 1996,  federal  legislation  was enacted  that  requires the
Savings Association  Insurance Fund ("SAIF") to be recapitalized with a one-time
assessment on virtually all SAIF-insured  institutions,  such as the Bank, equal
to 65.7 basis points on SAIF-insured  deposits  maintained by those institutions
as of March 31, 1995. This SAIF  assessment,  which is to be paid to the FDIC by
November 27, 1996, is approximately $453,000 and has been accrued by the Company
at September 30, 1996.

As a result of the SAIF  recapitalization,  the FDIC has  proposed  to amend its
regulation   concerning   the  insurance   premiums   payable  by   SAIF-insured
institution.  Effective  October 1, 1996 through December 31, 1996, the FDIC has
proposed that the SAIF insurance  premium for all SAIF-insured  institution that
are required to pay the Financing  Corporation  (FICO)  obligation,  such as the
Bank,  be reduced to a range of 18 to 27 basis points from 23 to 31 basis points
per $100 of domestic deposits. The Bank currently qualifies for the minimum SAIF
insurance  premium of 23 basis  points.  The FDIC has also  proposed  to further
reduce the SAIF insurance premium to a range of 0 to 27 basis points per $100 of
domestic deposits,  effective January 1, 1997. Management cannot predict whether
or in what form the FDIC's final regulation may be promulgated.
<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 HOLDERS

         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) August 16, 1996 Press  Release,  Announcement  of Completion of
                 Stock Repurchase Program
             (2) September  16,  1996  Press  Release,   Announcement  of  Stock
                 Repurchase Program
             (3) October 16, 1996 Press Release,  Announcement  of Third Quarter
                 Earnings  and the  Impact of a One Time  FDIC  Recapitalization
                 Assessment
             (4) October 18, 1996 Press Release,  Announcement of Quarterly Cash
                 Dividend
<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: 11/7/96           By:  /S/ STEPHEN E. ZAHN
                                           -------------------------------------
                                           Stephen E. Zahn
                                           President and Chief Executive Officer
                                           (Duly Authorized Officer)


              Date: 11/7/96            By:  /S/ DARRELL E. BLOCKER
                                           -------------------------------------
                                           Darrell E. Blocker
                                           Senior Vice President and
                                           Chief Financial Officer
                                           (Principal Financial Officer)