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, 1997

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

          For the transition period from            to

                         Commission file number 0-26012 

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

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

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

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

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

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

CLASS                                          OUTSTANDING AT SEPTEMBER 30, 1997
-----                                          ---------------------------------
 
Common Stock, par value $.01 per share                  1,762,727


         Transitional Small Business Disclosure Format:  YES [ ]  NO [X]
<PAGE>



                         NORTHEAST INDIANA BANCORP, INC.

                                      INDEX


        PART 1.   FINANCIAL INFORMATION (UNAUDITED)                             

        Item 1.   Consolidated Condensed Financial Statements

                  Consolidated Condensed Balance Sheets
                  September 30, 1997 and December 31, 1996                      

                  Consolidated Condensed Statements of Income for the
                  three and nine months ended September 30, 1997 and 1996       

                  Consolidated Statement of Change in Shareholders' Equity
                  for the nine months ended September 30, 1997                  

                  Consolidated Statements of Cash Flows for the three and nine
                  months ended September 30, 1997 and 1996                      

                  Notes to Consolidated Condensed Financial Statements          


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



        PART II.  OTHER INFORMATION                                             

                  Signature page                                                


<PAGE>
<TABLE>
<CAPTION>
                                              NORTHEAST INDIANA BANCORP, INC.
                                           CONDENSED CONSOLIDATED BALANCE SHEETS
                                         SEPTEMBER 30, 1997 AND DECEMBER 31, 1996

                                                                        September 30        December 31
                                                                             1997               1996
                                                                        -------------      -------------
                                                                                 (Unaudited)
<S>                                                                     <C>                <C>
ASSETS
Cash and due from financial institutions ..........................     $   3,080,266      $   6,672,374
Interest earning deposits in financial institutions ...............           100,000            100,000
Securities available for sale .....................................        13,714,184         11,496,031
Securities held to maturity,  estimated market value of
$757,000 and $891,000 at September 30, 1997 and
December 31, 1996, respectively ...................................           757,094            892,036
Loans receivable, net of allowance for loan losses
September 30, 1997 - $1,148,000  and December 31, 1996 - $1,027,300
                                                                          168,958,300        146,854,690
Other Real Estate Owned ...........................................                 0                  0
Accrued interest receivable .......................................           423,279            363,563
Premises and equipment ............................................         1,987,470          2,009,026
Other assets ......................................................         1,299,320          1,156,400
                                                                        -------------      -------------

TOTAL ASSETS ......................................................     $ 190,319,913      $ 169,544,120
                                                                        =============      =============

LIABILTIES AND SHAREHOLDERS' EQUITY
Liabilities
  Total deposits ..................................................        96,969,355         85,346,240
  Borrowed Funds ..................................................        65,000,000         56,000,000
  Accrued expenses and other liabilities ..........................         1,008,384          1,668,764
                                                                        -------------      -------------
    Total liabilities .............................................       162,977,739        143,015,004

Shareholders' equity
  Preferred stock, $.01 par value, authorized & unissued
     500,000 shares ...............................................                 0                  0
  Common stock, $.01 par value:  4,000,000 shares
  authorized; 2,182,125 shares issued .............................            21,821             21,821
  Additional paid-in capital ......................................        21,325,467         21,253,458
  Retained earnings - substantially restricted ....................        13,515,047         12,338,919
  Unearned ESOP compensation ......................................        (1,382,013)        (1,454,750)
  Unearned RRP compensation .......................................          (666,338)          (820,109)
  Net Unrealized appreciation (loss) on securities ................            37,048             15,799
  Treasury Stock  shares at cost:  419,398 at
  September 30, 1997 and 371,539 at December 31, 1996 .............        (5,508,858)        (4,826,022)
                                                                        -------------      -------------
     Total shareholders' equity ...................................        27,342,174         26,529,116
                                                                        -------------      -------------

         Total Liabilities and Shareholder's Equity ...............     $ 190,319,913      $ 169,544,120
                                                                        =============      =============
</TABLE>
See accompanying notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
                                       NORTHEAST INDIANA BANCORP, INC.
                                      CONSOLIDATED STATEMENTS OF INCOME
                                Three and Nine Months ended September 30, 1997

                                                       Three Months Ended              Nine Months Ended
                                                         September 30                     September 30
                                                     1997            1996            1997             1996
                                                 -----------     -----------     -----------     -----------
                                                         (Unaudited)                      (Unaudited)
<S>                                              <C>             <C>             <C>             <C>
Interest income
  Loans, including fees ....................     $ 3,416,876     $ 2,799,373       9,606,664       7,962,539
  Taxable Securities .......................         232,507         209,799         672,231         479,198
  Non-taxable securities ...................           7,571           8,292          25,258          25,338
  Deposits with banks ......................          46,312          35,739         138,031          99,493
                                                 -----------     -----------     -----------     -----------
     Total interest income .................       3,703,266       3,053,203      10,442,184       8,566,568

Interest expense
  Deposits .................................       1,134,910         936,975       3,252,568       2,625,775
  Borrowed funds ...........................         928,767         689,709       2,506,128       1,812,583
                                                 -----------     -----------     -----------     -----------
     Total interest expense ................       2,063,677       1,626,684       5,758,696       4,438,358
                                                 -----------     -----------     -----------     -----------

Net interest income ........................       1,639,589       1,426,519       4,683,488       4,128,210

Provision for loan losses ..................          58,500          51,000         175,500         184,200
                                                 -----------     -----------     -----------     -----------

Net interest income after provision for loan
losses .....................................       1,581,089       1,375,519       4,507,988       3,944,010

Noninterest income
  Service charges on deposit accounts ......          63,555          38,272         173,620         112,393
  Loans servicing fees .....................          49,633          29,165         142,918          93,125
  Net realized gain on sale of securities ..               0             348               0             348
  Other ....................................          37,385          36,517         101,846          92,234
                                                 -----------     -----------     -----------     -----------
     Total noninterest income ..............         150,573         104,302         418,384         298,100

Noninterest expense
  Salaries and employee benefits ...........         397,927         340,156       1,137,092         991,643
  Occupancy ................................          81,816          72,102         237,452         204,088
  Data processing ..........................          72,765          63,991         224,589         205,447
  Insurance expense ........................          14,392         494,927          40,977         572,206
  Professional fees ........................          44,964          26,779         135,101         107,133
  Correspondent bank charges ...............          33,908          34,640         107,125         106,440
  Other expense ............................         124,010          87,743         404,103         301,369
                                                 -----------     -----------     -----------     -----------
     Total noninterest expense .............         769,782       1,120,338       2,286,439       2,488,326
                                                 -----------     -----------     -----------     -----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                       NORTHEAST INDIANA BANCORP, INC.
                                      CONSOLIDATED STATEMENTS OF INCOME
                                Three and Nine Months ended September 30, 1997
                                                 (continued)


                                                       Three Months Ended              Nine Months Ended
                                                         September 30                     September 30
                                                     1997            1996            1997             1996
                                                 -----------     -----------     -----------     -----------
                                                         (Unaudited)                      (Unaudited)
<S>                                              <C>             <C>             <C>             <C>

Income before income taxes .................         961,880         359,483       2,639,933       1,753,784

Income tax expense .........................         375,478         134,589       1,038,162         668,627
                                                 -----------     -----------     -----------     -----------

Net income .................................     $   586,402     $   224,894     $ 1,601,771     $ 1,085,157
                                                 ===========     ===========     ===========     ===========
Earnings Per Share:
Primary ....................................     $      0.35     $      0.12     $      0.96     $      0.56
Fully Diluted ..............................            0.33            0.12            0.94            0.56

</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, 1997

                                              (Unaudited)
                                                                                                       
                                                                                             Unearned   
                                                                                             Employee  
                                                      Additional                              Stock    
                                       Common          Paid-in            Retained          Ownership  
                                        Stock          Capital           Earnings          Plan Shares 
                                        -----          -------           --------          ----------- 
<S>                                     <C>           <C>               <C>                <C>           
Balance, January 1, 1997 ...            21,821        21,253,458        12,338,919         (1,454,750)
Dividends Paid $0.24 per
  share year to date .......              --                --            (425,643)              --   

Shares committed to be
 released under ESOP .......              --              72,009              --               72,737

Purchase of 47,859
shares .....................              --                --                --                 --   
  of Treasury Stock

Purchase of RRP Stock ......              --                --                --                 --   

Amortization of RRP
  Contributions ............              --                --                --                 --   

Change in net unrealized
  appreciation on securities
  available-for-sale .......              --                --                --                 --   

Net Income
 September 30, 1997 ........              --                --           1,601,771               --   
                                        ------        ----------        ----------         ----------

Balances,
September 30, 1997 .........            21,821        21,325,467        13,515,047         (1,382,013)
                                        ======        ==========        ==========         ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                    NORTHEAST INDIANA BANCORP, INC.
                       CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
                                  Nine months ended September 30, 1997

                                              (Unaudited)
                                              (continued)


                                                             Net                                         
                                       Unearned          Unrealized                                   
                                     Recognition        Appreciation                                     
                                        and            on Securities                           Total     
                                     Retention           Available-         Treasury      Shareholders'  
                                    Plan Shares          For-Sale            Stock            Equity     
                                    -----------          --------            -----            ------     
<S>                                     <C>           <C>               <C>                <C>               
Balance, January 1, 1997 ...          (820,109)            15,799         (4,826,022)        26,529,116

Dividends Paid $0.24 per
  share year to date .......              --                 --                 --             (425,643)

Shares committed to be
 released under ESOP .......              --                 --                 --              144,746

Purchase of 47,859
shares .....................              --                 --             (682,836)          (682,836)
  of Treasury Stock

Purchase of RRP Stock ......              --                 --                 --                 --

Amortization of RRP
  Contributions ............           153,771               --                 --              153,771

Change in net unrealized
  appreciation on securities
  available-for-sale .......              --               21,249               --               21,249

Net Income
 September 30, 1997 ........              --                 --                 --            1,601,771

                                       --------          --------         ----------         ----------
Balances,
September 30, 1997 .........          (666,338)            37,048         (5,508,858)        27,342,174


</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, 1997 and 1996
                      
                                                                                       Nine Months Ended
                                                                                          September 30,
                                                                                     1997              1996
                                                                                ------------      ------------
                                                                                          (Unaudited)
<S>                                                                             <C>               <C>
Cash flows from operating activities
  Net income ..............................................................     $  1,601,771      $  1,085,157
  Adjustments to reconcile net income to net cash from operating activities
     Net (gain) loss on sale of premises and equipment ....................             (152)              (50)
     Gain on sale of securities
     Gain on sale of foreclosed real estate ...............................           (1,335)           (6,879)
     Provision for loan losses ............................................          175,500           137,542
     Depreciation and amortization, net of accretion ......................          111,034           160,207
     Amortization of ESOP Contributions ...................................           72,737            72,676
     Amortization of ESOP - SOP 93-6 ......................................           72,009            30,005
     Amortization of RRP Contributions ....................................          153,771           153,771
     Net change in other assets ...........................................         (142,920)          (49,976)
     Net change in accrued interest receivable ............................          (59,716)          (80,197)
     Net change in accrued payable and other liabilities ..................         (782,024)          314,152
                                                                                ------------      ------------
         Total adjustments ................................................         (401,096)          731,251
                                                                                ------------      ------------
             Net cash from operating activities ...........................        1,200,675         1,816,408
Cash flows from investing activities
  Proceeds from maturities and principal repayments of securities
    held to maturity ......................................................          134,942            93,564
  Proceeds from maturities and principal repayments of securities
    available for sale ....................................................        1,244,423           600,000
  Proceeds from sale of securities available for sale .....................                0         2,100,000
  Purchases of securities available for sale ..............................       (3,028,506)       (9,031,933)
  Purchases of securities held to maturity ................................                0                 0
  Purchase of FHLB Stock ..................................................         (400,000)         (575,000)
  Net change interest-earning deposits in financial institutions ..........                0                 0
  Proceeds from sale of participation loans ...............................          351,500                 0
  Purchase of participation loans .........................................       (3,261,911)                0
  Net change in loans .....................................................      (19,413,609)      (16,705,182)
  Expenditures on premises and equipment ..................................            5,948                50
  Purchase of sale of premises, furniture and equipment ...................          (94,163)          (22,952)
  Proceeds from sales of foreclosed real estate ...........................           46,245            26,991
                                                                                ------------      ------------
  Net cash from investing activities ......................................      (24,415,131)      (23,514,462)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                        NORTHEAST INDIANA BANCORP, INC.
                                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 Nine months ended September 30, 1997 and 1996
                     
                                                                                       Nine Months Ended
                                                                                          September 30,
                                                                                     1997              1996
                                                                                ------------      ------------
                                                                                          (Unaudited)
<S>                                                                             <C>               <C>
Cash flows from financing activities
  Advances from FHLB ......................................................       50,000,000        50,000,000
  Repayment of FHLB advances ..............................................      (41,000,000)      (34,500,000)
  Cash dividends paid .....................................................         (425,643)         (472,912)
  Proceeds from issuance of stock, net of conversion costs and stock
    acquired by ESOP ......................................................                0                 0
  Increase (decrease) in advances from borrowers for taxes and insurance ..          107,712            64,357
  Repurchase stock ........................................................         (682,836)       (3,959,471)
  Net increase (decrease) in deposits .....................................       11,623,115         9,719,212
                                                                                ------------      ------------
       Net cash from financing activities .................................       19,622,348        20,851,186
                                                                                ------------      ------------
Net increase in cash and cash equivalents .................................       (3,592,108)         (846,868)
Cash and cash equivalents at beginning of period ..........................        6,672,374         4,672,341
                                                                                ------------      ------------
Cash and cash equivalents at end of period ................................     $  3,080,266      $  3,825,473
                                                                                ============      ============
  Cash paid during the period for:
     Interest .............................................................     $  5,752,007      $  4,422,868
     Income taxes .........................................................        1,036,308           964,946

</TABLE>
See accompanying notes to financial statements
<PAGE>
                         NORTHEAST INDIANA BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             Three and Nine months ended September 30, 1997 and 1996
                                                                        

NOTE 1 - BASIS OF PRESENTATION

The unaudited information for the three and nine months ended September 30, 1997
and 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").  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").

NOTE 3 - EMPLOYEE STOCK OWNERSHIP PLAN

The Company has  established an employee stock  ownership plan ("ESOP").  At the
date of conversion  described in Note 2, the ESOP  purchased  174,570  shares of
common stock of the Company which was financed by the Company and collateralized
by the shares  purchased.  The  borrowing  is payable in  semi-annual  principal
payments of $72,000 over a 12 year period plus  interest.  All  employees of the
Bank are  eligible  to  participate  in the ESOP  after  they  attain age 21 and
complete one year of service  during which they worked at least 1,000 hours.  As
of  January  1,  1997,   29,095  shares  have  been   distributed  to  the  plan
participants.
<PAGE>
                         NORTHEAST INDIANA BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             Three and Nine months ended September 30, 1997 and 1996


NOTE 4 - EARNINGS PER SHARE

Earnings  per common  share have been  computed  by  dividing  net income by the
weighted  average number of shares of common stock  outstanding and common stock
equivalents which would arise from considering dilutive stock options.

NOTE 5 - COMMON STOCK CASH DIVIDENDS

On October 28, 1997 the Board of Directors of Northeast  Indiana  Bancorp,  Inc.
announced a quarterly  cash  dividend of $.085 per share.  The dividend  will be
paid on November 21, 1997 to  shareholders  of record on November 10, 1997.  The
payment of the cash dividend will reduce  shareholders'  equity (fourth quarter)
by $149,832.

NOTE 6 - STOCK REPURCHASE PLAN

On July 18, 1997 Northeast Indiana Bancorp,  Inc. (the "Company")  announced its
intention  to  repurchase  10% of the  outstanding  shares in the open market as
Treasury  Shares  over the next twelve  months.  This  program  will total up to
176,273 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,  1997,  the capital  requirements  for the Bank under  FIRREA and the Bank's
actual capital ratios. As of September 30, 1997, the Bank substantially exceeded
all current regulatory capital standards.
<TABLE>
<CAPTION>


                                  Regulatory                      Actual
                               Capital Requirement           Capital Requirement
                           --------------------------    ----------------------- 
                             Amount      Percent         Amount       Percent
                             ------      -------         ------       -------
                                          (Dollars in thousands)
<S>                        <C>              <C>       <C>              <C>
Risk-based capital         $   9,598        8.0  %    $  24,032        20.03  %
Core capital                   5,713        3.0  %       23,031        12.09  %
Tangible capital               2,856        1.5  %       23,031        12.09  %

</TABLE>

NOTE 8 - RECLASSIFICATIONS

Certain  amounts  in  the  1996  consolidated  financial  statements  have  been
reclassified to conform to the 1997 presentation.
<PAGE>
                         NORTHEAST INDIANA BANCORP, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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, 1997, had
no  significant  assets other than the  investment in the capital stock of First
Federal and cash and cash equivalents.

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

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

FINANCIAL CONDITION

The Company's total assets  increased $20.8 million or 12.3% from $169.5 million
at December 31, 1996 to $190.3 million at September 30, 1997.  This increase was
due primarily to funds generated from increased deposits growth of $11.7 million
and increased  borrowings of $9.0 so that new loans could be funded. In addition
to asset  growth  through the first nine months of 1997 we  purchased  2% of the
outstanding shares to fund Treasury Stock which reduced our capital.

The Bank's cash and cash equivalents decreased $3.6 million from $6.7 million at
December 31, 1996 to $3.1 million at September  30, 1997.  This decrease was due
primarily from the funds being used to fund the net increase in loans.
<PAGE>

                         NORTHEAST INDIANA BANCORP, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                          
FINANCIAL CONDITION (Continued)

Net loans  receivable  increased  $22.1 million or 15.0% from $146.9  million at
December 31, 1996 to $169.0 million at September 30, 1997. The increase in loans
during the first nine months of 1997 was  predominantly  in net  mortgage  loans
which  accounted  for $12.2  million  of the  increase,  and also  consumer  and
commercial  products  increasing  because  of  the  generally  favorable  market
conditions.  Allowances for loan losses increased approximately $176,000 through
the nine months ended September 30, 1997. This increase was to provide a general
increase  for the  higher  loan  amounts  and the  additional  loans  secured by
non-residential  real estate,  commercial and credit cards.  These allowances of
$1,148,000  include  specific  reserves for loans or partial loans classified as
doubtful in the amount of $416,000.

INVESTMENTS

Securities  available-for-sale  increased  $2.2  million  from $11.5  million at
December 31, 1996 to $13.7 million at September 30, 1997.  This increase was due
to the purchase of investments used to maintain our liquidity requirements.

RESULTS OF OPERATIONS

The Company  had net income of  $586,000 or $0.35 per share and $1.6  million or
$0.96 per share for the three and nine months ended  September 30, 1997 compared
to $225,000 or $0.12 per share and $1.1 million or $0.56 per share for the three
and nine months ended September 30, 1996.

Net interest  income  increased  to $1.6 million for the third  quarter and $4.7
million for the nine months ended  September  30, 1997  compared to $1.4 million
and $4.1  million  for the three  and nine  months  ended  September  30,  1996.
Interest  income  increased  $650,000 to $3.7  million from $3.1 million for the
third quarter September 30, 1997 and September 30, 1996,  respectively.  For the
third  quarter  interest  expense  increased  $437,000 to $2.1 million from $1.6
million for the quarter  ended  September 30, 1997 and 1996,  respectively.  The
increased  expense  for the period was due to a  combination  of higher  average
balances in deposits and advances.

Provisions  for loan losses  increased by $7,500 and decreased by $8,700 for the
three and nine months ended September 30, 1997 compared to the same period ended
September 30, 1996.

Non-interest  expense  decreased  to $769,000 and $2.3 million for the three and
nine months ended  September  30, 1997 compared to $1.1 million and $2.5 million
for the corresponding period in 1996. This represents a decrease of $350,000 and
$202,000 for the three and nine months ended  September 30, 1997.  This decrease
is due to the FDIC's one time assessment to recapitalize the Savings Association
Insurance Fund (SAIF) in September 1996. This SAIF assessment was  approximately
a $453,000 expense before tax.

Income tax expense is up for the three and nine months ended  September 30, 1997
due to higher taxable income compared to 1996.
<PAGE>
                         NORTHEAST INDIANA BANCORP, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


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 $58,000 and  $175,000 for
the three and nine  months  ended  September  30,  1997  compared to $51,000 and
$184,000  for the same  periods  ended  September  30,  1996.  While  management
believes current  allowance for loan loss is adequate to absorb possible losses,
we anticipate  growth in our loan portfolio and will therefore,  continue to add
through additional  provisions for loan losses to our allowance accounts,  there
is no assurance that subsequent  evaluations may require  additional  provisions
for loan losses.

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
                                                             1997          1996
                                                             ----          ----
<S>                                                          <C>           <C>

Non-accruing loans .................................         $325          $705
Accruing loans delinquent 90 days and more .........          --            --
Troubled debt restructuring ........................          --            --
Foreclosed assets ..................................            3             8
                                                             ----          ----
   Total non-performing assets .....................         $328          $713
                                                             ====          ====

   Total non-performing assets as a percentage
     of total assets ...............................         0.17%         0.42%
                                                             ====          ====
</TABLE>
<PAGE>
                         NORTHEAST INDIANA BANCORP, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

NON-PERFORMING ASSETS AND LOSSES PROVISIONS (Continued)

Total  non-performing  assets  decreased  from  $713,000 to $328,000 or 0.17% of
total  assets at  September  30, 1997 from 0.42% of total assets at December 31,
1996.

The Bank is required to maintain specific amounts of regulatory capital pursuant
to  regulations  of the  Office  of  Thrift  Supervision  (OTS).  Those  capital
requirements  follow: a risk-based  capital  standard  expressed as a percent of
risk adjusted  assets,  a leverage ratio of core capital to total assets,  and a
tangible  capital  ratio  expressed as a percent of total  adjusted  assets.  At
September 30, 1997, the Bank exceeded all regulatory capital standards.

At September 30, 1997, the Bank's risk based capital was $24.0 million or 20.03%
of risk  adjusted  assets  which  exceeds  the  $9.6  million  and the  8.0% OTS
requirement  by $14.4  million and 12.03%.  The Bank's core capital at September
30, 1997 is $23.0  million or 12.09% which exceeds the OTS  requirement  of $5.7
million and 3.00% by $17.3 million and 9.09%. The tangible  capital  requirement
is $2.9  million and 1.50% which the Bank  exceeded by $20.1  million and 10.59%
which is reflected  by  September  30, 1997  tangible  capital  balance of $23.0
million and a 12.09% ratio of tangible capital to assets.

LIQUIDITY AND CAPITAL RESOURCES

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

Current OTS  regulations  require that First Federal  maintain cash and eligible
investments  in  an  amount  equal  to at  least  5% of  customer  accounts  and
short-term  borrowings to assure its ability to meet demands for withdrawals and
repayment of short-term  borrowings.  As of September 30, 1997,  First Federal's
liquidity  ratio  was  5.23%,  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, 1997,
First  Federal  had  commitments  to  originate  loans and to fund open lines of
credit totaling $17.5 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 1997 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.
<PAGE>
                         NORTHEAST INDIANA BANCORP, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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


ITEM 1 - LEGAL PROCEEDING

         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)  October  22, 1997 Press  Release  announcing  Third  Quarter
                    Earnings

               (2)  October 28, 1997 Press  Release  announcing  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:  November 7, 1997          By:    /S/ STEPHEN E. ZAHN
                                          -------------------
                                          Stephen E. Zahn
                                          President and Chief Executive Officer
                                          (Duly Authorized Officer)


  Date:  November 7, 1997          By:    /S/ DARRELL E. BLOCKER
                                          ----------------------
                                          Darrell E. Blocker
                                          Senior Vice President and
                                          Chief Financial Officer
                                          (Principal Financial Officer)