FORM 10-QSB

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


                                  (Mark One)

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

               For the quarterly period ended September 30, 1996

                                      OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from ____________ to _________________

                        Commission file number: 0-21297

                           Foundation Bancorp, Inc.
            ------------------------------------------------------
            (Exact name of Registrant as specified in its charter)

                                     Ohio
            ------------------------------------------------------
        (State or other jurisdiction of incorporation or organization)

                                  31-1465239
            ------------------------------------------------------
                    (I.R.S. Employer Identification Number)

                   25 Garfield Place, Cincinnati, Ohio 45202
            ------------------------------------------------------
              (Address of principal executive offices) (zip Code)

Registrant's telephone number, including area code:              (513) 721-0120

Indicate  by check  mark  whether  the  registrant  (1) has filed all  reports
required  to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act
during the past 12 months (or for such shorter  period that the registrant was
required  to file  such  reports),  and (2) has been  subject  to such  filing
requirements for the past 90 days.
                                                       ___ Yes        _X_ No

State the  number of shares  outstanding  of the  issuer's  classes  of common
stock, as of the latest practicable date.

Common shares, no par value          Outstanding at September 30, 1996:  462,875


<PAGE>


                           FOUNDATION BANCORP, INC.
                                  FORM 1O-QSB
                       QUARTER ENDED SEPTEMBER 30, 1996


                        Part l - Financial Information

Item 1 - Financial Statements

Interim financial information required by Regulation 210.10 - 01 of Regulation
S - X is included in this Form 10-QSB as referenced below:


        Consolidated Statements of Financial Condition..................3

        Consolidated Statements of Earnings.............................4

        Condensed Consolidated Statements of Cash Flows.................5

        Notes to Consolidated Financial Statements......................6



Item 2 - Management's Discussion and Analysis of
         Financial Condition and Results of Operations..................8


                                     -2-
<PAGE>
<TABLE>
                           FOUNDATION BANCORP, INC.
                CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION


                                                           September 30,       June 30,
                                                               1996              1996
                                                            (Unaudited)
ASSETS
<S>                                                         <C>             <C>        
Cash and due from banks                                     $     98,605    $    61,081
Interest-bearing deposits in other financial institutions      3,571,989      1,111,408
                                                            ------------    -----------
       Cash and cash equivalents                               3,670,594      1,172,489

Investment securities - at amortized cost,
  approximate market value of
  $900,458 and $900,635 at September 30,
  1996 and June 30, 1996, respectively                           899,687        899,687
Mortgage-backed securities - at cost,
  approximate market value of $4,385,083
  and $4,553,889 at September 30,
  1996 and June 30, 1996, respectively                         4,500,716      4,640,509
Loans receivable - net                                        24,759,832     23,266,664
Office premises and equipment - at depreciated cost              309,304        313,281
Federal Home Loan Bank Stock - at cost                           278,800        278,800
Accrued interest receivable on loans                              89,873         99,150
Accrued interest receivable on mortgage-backed securities         35,060         36,817
Accrued interest receivable on investments and
  interest-bearing deposits                                       23,992         14,198
Prepaid expenses and other assets                                106,891        113,560
                                                            ------------    -----------

       TOTAL ASSETS                                         $ 34,674,749    $30,835,155
                                                            ============    ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                    $ 26,515,111    $26,950,784
Advances from Federal Home Loan Bank                             807,593        824,847
Advances by borrowers for taxes, insurance and other             156,008         70,179
Other liabilities                                                470,821        135,985
Deferred federal income taxes                                     60,800         60,800
                                                            ------------    -----------

       TOTAL LIABILITIES                                      28,010,333     28,042,595

Shareholders' equity
  Common shares - 2,000,000, no par value, authorized;
    462,875 shares issued and outstanding                        462,875           --
  Additional paid-in capital                                   3,878,251           --
  Unallocated shares held by Employee Stock Ownership           (370,300)          --
    Plan
  Retained earnings - substantially restricted                 2,693,590      2,792,560
                                                            ------------    -----------


       TOTAL SHAREHOLDERS' EQUITY                              6,664,416      2,792,560

       TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $ 34,674,749    $30,835,155
                                                            ============    ===========

</TABLE>

                                      -3-
<PAGE>
<TABLE>

                           FOUNDATION BANCORP, INC.
                      CONSOLIDATED STATEMENTS OF EARNINGS

                                                           Three months ended September 30,
                                                                      (Unaudited)

                                                                    1996         1995
                                                                  --------     --------
<S>                                                              <C>          <C>      
Interest income
  Loans                                                          $ 485,076    $ 446,583
  Mortgage-backed securities                                        69,820       80,294
  Investment securities                                             19,754       19,259
  Interest-bearing deposits and other                               30,737       46,165
                                                                 ---------    ---------
      Total interest income                                        605,387      592,301

Interest expense
  Deposits                                                         379,073      387,872
  Borrowings                                                        11,295       15,752
                                                                 ---------    ---------
      Total interest expense                                       390,368      403,624

      Net interest income before provision for losses on loans     215,019      188,677

Provision for losses on loans                                       (6,000)      (3,000)
                                                                 ---------    ---------

      Net interest income after provision for losses on loans      209,019      185,677

Other operating income                                              14,304       13,370
                                                                 ---------    ---------

General, administrative and other expense
  Employee compensation and benefits                               121,876       82,483
  Occupancy and equipment                                           20,608       19,512
  Federal deposit insurance premiums                               184,267       14,555
  Franchise taxes                                                    8,969        8,117
  Data processing                                                    8,562        6,043
  Other                                                             24,698       25,168
                                                                 ---------    ---------
      Total general, administrative and other expense              368,980      155,878
                                                                 ---------    ---------

      Income (loss) before income taxes                           (145,657)      43,169

Provision (benefit) for federal income taxes                        46,688      (13,814)
                                                                 ---------    ---------

      NET EARNINGS (LOSS)                                        ($ 98,969)   $  29,355
                                                                 =========    =========

      EARNINGS (LOSS) PER SHARE                                  ($   0.23)


                                      -4-

</TABLE>
<PAGE>
<TABLE>

                           FOUNDATION BANCORP, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                          For the three months ended
                          September 30, 1996 and 1995

                                                                      1996          1995
                                                                    --------      --------  
                                                                          (Unaudited)
<S>                                                             <C>            <C>        
Cash flows provided by (used in) operating activities:
  Net earnings (loss) for the period                            $   (98,969)   $    29,355
  Adjustments to reconcile net earnings (loss) to net cash
    provided by (used in) operating activities:
    Amortization of deferred loan origination fees                   (3,178)        (4,264)
    Provision for losses on loans                                     6,000          3,000
    Depreciation and amortization                                     4,718          3,987
    Federal Home Loan Bank stock dividends                           (4,900)        (4,500)
    Deferred loan fees (costs)                                       (1,198)        (4,507)
    Amortization of premiums and discounts on mortgage-backed         3,839          6,993
      securities
  Effects of changes in operating assets and liabilities:
    Accrued interest receivable                                       6,141         10,991
    Refundable income tax                                           (46,688)        13,814
    Prepaid expenses and other assets                                 6,095         (1,691)
    Accrued expenses                                                195,421          4,677
                                                                -----------    -----------

        Net cash provided by operating activities                    67,281         57,855
                                                                -----------    -----------

Cash flows provided by (used in) investing activities:
  Principal repayments on mortgage-backed securities                135,955        202,022
  Principal repayments on loans                                     827,458      1,063,833
  Loan disbursements                                             (2,322,250)    (2,007,553)
  Purchase of office equipment                                         (742)          -
                                                                -----------    -----------
        Net cash provided by (used in) investing activities      (1,359,579)      (741,698)
                                                                -----------    -----------

Cash flows provided by (used in) financing activities:
  Net increase  (decrease) in deposit accounts                     (435,673)        66,533
  Repayment of FHLB advances                                        (17,255)      (316,345)
  Net increase(decrease) in advances by borrowers for taxes,
    insurance and other                                              85,829         79,065
  Proceeds from issuance of common shares                         4,157,502           -
                                                                -----------    -----------
        Net cash provided by (used in) financing activities       3,790,403       (170,747)
                                                                -----------    -----------

Net increase (decrease) in cash and cash equivalents              2,498,105       (854,590)

Cash and cash equivalents at beginning of period                  1,172,489      3,942,980
                                                                -----------    -----------

Cash and cash equivalents at end of period                      $ 3,670,594    $ 3,088,390
                                                                ===========    ===========

Supplemental disclosure of cash flow information:
  Cash paid during the year for interest on deposits and        $   386,793    $   402,100
  borrowings


                                      -5-

</TABLE>
<PAGE>


                           FOUNDATION BANCORP, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          For the three months ended
                          September 30, 1996 and 1995


     In  May,  1996,  the  Board  of  Directors  of  Foundation  Savings  Bank
("Foundation")  adopted a Plan of  Conversion  (the "Plan")  providing for the
conversion of Foundation to the stock form of organization (the "Conversion").
In  connection  with the  Conversion,  Foundation  formed a  holding  company,
Foundation Bancorp,  Inc. (the "Company").  On September 25, 1996,  Foundation
completed the Conversion,  in connection with which  Foundation  issued all of
its  outstanding  shares to the Company and the Company  issued 462,875 common
shares in a  subscription  offering  and a  community  offering  at a price of
$10.00 per share which,  after  consideration  of offering  expenses  totaling
$287,624 and shares  purchased by employee  benefit plans  totaling  $370,300,
resulted in net cash proceeds of $3,970,826.  The financial statements for the
periods  prior to September  25, 1996,  are those of  Foundation  prior to the
Conversion.

1. Basis of Presentation

     The  accompanying   unaudited   consolidated  financial  statements  were
prepared in accordance with  instructions for Form 10-QSB and,  therefore,  do
not include information or footnotes necessary for a complete  presentation of
consolidated  financial  position,  results  of  operations  and cash flows in
conformity with generally  accepted  accounting  principles.  However,  in the
opinion of management,  all adjustments  (consisting  only of normal recurring
accruals)  which are necessary  for a fair  presentation  of the  consolidated
financial  statements  have been  included.  The results of operations for the
three months ended September 30, 1996 and 1995, are not necessarily indicative
of the results which may be expected for an entire fiscal year.

2. Principles of Consolidation

     The accompanying  consolidated  financial statements include the accounts
of the Company and Foundation.  All significant  intercompany  items have been
eliminated.

3. Earnings Per Share

     Earnings per share for the three month period ended  September  30, 1996,
is computed  based upon 425,845  weighted-average  shares  outstanding,  which
gives  effect to a  reduction  for the 37,030  unallocated  shares held by the
Foundation  Bancorp,  Inc.  Employee  Stock  Ownership  Plan (the  "ESOP")  in
accordance  with Statement of Position 93-6.  Earnings per share for the three
months ended  September 30, 1995, is not  applicable as the Company  completed
the Conversion in September, 1996.



                                     -6-
<PAGE>


                           FOUNDATION BANCORP, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                          For the three months ended
                          September 30, 1996 and 1995

4. Effects of Recent Accounting Pronouncements

     In November 1993, the American  Institute of Certified Public Accountants
("AICPA") issued SOP 93-6, "Employers' Accounting for Employee Stock Ownership
Plans," which is effective for fiscal years beginning after December 15, 1993.
SOP 93-6 became  applicable to Foundation for its fiscal year which began July
1, 1996. SOP 93-6 will, among other things, change the measure of compensation
expense recorded by employers for leveraged ESOPs from the cost of ESOP shares
to the fair value of ESOP shares.  Under SOP 93-6,  the Company will recognize
compensation  cost  equal to the fair  value of the  ESOP  shares  during  the
periods in which they become committed to be released.  To the extent that the
fair  value of the ESOP  shares  differs  from the cost of such  shares,  this
differential will be charged or credited to equity.  Employers with internally
leveraged ESOPs, such as the Company, will not report the loan receivable from
the ESOP as an asset and will not report the ESOP debt from the  employer as a
liability.

     In May 1995, the Financial  Accounting  Standards  Board ("FASB")  issued
Statement of Financial  Accounting Standards ("SFAS") No. 122, "Accounting for
Mortgage  Servicing  Rights."  SFAS No. 122 requires  that a mortgage  banking
enterprise  recognize as separate assets rights to service  mortgage loans for
others,  however  those  servicing  rights are  acquired.  A mortgage  banking
enterprise that acquires mortgage servicing rights through either the purchase
or origination  of mortgage  loans and sells or  securitizes  those loans with
servicing  rights retained would allocate the total cost of the mortgage loans
to the mortgage  servicing  rights and the loans based on their  relative fair
value. SFAS No. 122 is effective for fiscal years beginning after December 15,
1995. Management does not expect an impact from the adoption of SFAS No. 122.

     In  October  1995,  the  FASB  issued  SFAS  No.  123,   "Accounting  for
Stock-Based  Compensation,"  establishing  financial  accounting and reporting
standards for stock-based employee compensation plans. SFAS No. 123 encourages
all entities to adopt a new method of accounting  to measure the  compensation
cost of all employee  stock  compensation  plans based on the  estimated  fair
value of awards at the date they are granted.  Companies are, however, allowed
to continue to measure  compensation costs for those plans using the intrinsic
value  based  method  of  accounting,  which  generally  does  not  result  in
compensation  expense  recognition  for most  plans.  Companies  that elect to
retain their existing accounting method are required to disclose in a footnote
to the financial  statements pro forma net income and, if presented,  earnings
per share, as if SFAS No. 123 had been adopted. The accounting requirements of
SFAS No. 123 are effective for  transactions  entered into during fiscal years
that begin after  December 15,  1995.  Companies  are  required,  however,  to
disclose  information  for awards  granted in their  first  fiscal year ending
after  December  15,  1994.  Management  has not  completed an analysis of the
potential  effects of SFAS No. 123 on its  financial  condition  or results of
operations.

     In June 1996, the FASB issued SFAS No. 125, "Accounting for Transfers and
Servicing of  Financial  Assets and  Extinguishments  of  Liabilities,"  which
established  accounting and reporting standards for transfers and servicing of
financial assets and  extinguishments of liabilities.  The standards are based
on a consistent application of a financial-components approach that focuses on
control.  Under that approach,  after a transfer of financial assets an entity
recognizes the financial and servicing  assets it controls and the liabilities
it has incurred and ceases recognizing  financial assets when control has been
surrendered   and  ceases   recognizing   liabilities   when  they  have  been
extinguished.  SFAS No. 125 provides  consistent  standards for distinguishing
transfers of financial  assets that are sales from  transfers that are secured
borrowings.  SFAS No. 125  supersedes  SFAS No. 122. SFAS No. 125 is effective
for transactions occurring after December 31, 1996. Management does not expect
an impact from adoption of SFAS No. 125.


                                     -7-
<PAGE>


                           FOUNDATION BANCORP, INC.
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


Financial Condition

     At September 30, 1996, the Company's  assets  totaled $34.7  million,  an
increase of $3.8 million,  or 12.5%,  compared to June 30, 1996, totals.  Cash
and  equivalents  increased  $2.5  million,  or  213.1%,  as a  result  of the
Conversion.   Mortgage-backed  securities  decreased  $139,793,  or  3.0%,  at
September  30, 1996,  compared to September  30, 1995,  as a result of monthly
repayments, and mortgage loans increased $1.5 million, or 6.4%, as a result of
continuing  loan  production.   Deposits  at  September  30,  1996,  decreased
$435,673,  or 1.6%,  compared to September 30, 1995,  primarily as a result of
depositors  withdrawing  funds  to  purchase  stock  in the  Conversion.  FHLB
advances  decreased  $17,254,  or  2.1%,  as a  result  of  scheduled  monthly
payments.  Shareholders' equity increased $3.9 million, or 138.6%, as a result
of net Conversion proceeds of $4.3 million,  which were offset somewhat by the
ESOP stock  purchase of $370,300 and the Company's net loss of $98,969 for the
three months ended September 30, 1996.

     The Office of Thrift  Supervision  has three minimum  regulatory  capital
standards  for savings  associations.  At  September  30,  1996,  Foundation's
capital  substantially  exceeded each of the requirements.  The following is a
summary of Foundation's  approximate  regulatory capital position,  in dollars
and as a percentage of regulatory assets at September 30, 1996:

<TABLE>

                                 ACTUAL                   REQUIRED                  EXCESS
                                                  (Dollars in Thousands)
<S>                       <C>         <C>           <C>         <C>           <C>        <C>  
Tangible Capital          $5,300      15.3%          $ 500      1.5%          $4,800     13.8%
Core Capital              $5,300      15.3%         $1,000      3.0%          $4,300     12.3%
Risk-based Capital        $5,400      33.4%         $1,300      8.0%          $4,100     25.4%
</TABLE>

Comparison of Operating Results For the Three Months Ended September 30, 1996
and 1995

     The  Company  recorded  a net  loss  of  $98,969  for the  quarter  ended
September 30, 1996, compared to net earnings of $29,355 for the same period of
fiscal  1995.  This was  primarily  the  result  of the SAIF  recapitalization
assessment of $168,364.

     Net  interest  income for the three  months  ended  September  30,  1996,
increased $26,342, or 14.0%,  compared to the three months ended September 30,
1995.  This was the  result  of an  increase  of  $13,086,  or 2.2%,  in total
interest income and a decrease of $13,256, or 3.3%, in total interest expense.
The increase in total interest income resulted principally from an increase of
$38,493,  or 8.6%,  in  interest  earned on loans,  due to a larger  portfolio
balance,  offset by a decrease of  $10,474,  or 13.0%,  in interest  earned on
mortgage-backed securities, due to lower portfolio balances, and a decrease of
$15,248, or 33.4%, in interest earned on interest-bearing deposits,  resulting
from lower yields on lower average portfolio balances.

     The  decrease in total  interest  expense was the result of a decrease of
$8,799,  or 2.3%, in interest expense on deposits,  due to lower average rates
paid on deposits,  and a decrease of $4,457,  or 28.3%, in interest expense on
borrowings, resulting from lower balances owed.

     The provision for losses on loans increased  $3,000,  or 100.0%,  for the
three months ended  September  30, 1996,  compared to the same period in 1995,
due to increased loan production and the related inherent risk in lending. The
increase  in the  provision  for losses on loans  resulted  in an  increase of
$23,342, or 12.6%, in the net interest margin.

     General,  administrative and other expense increased $213,102, or 136.7%,
for the three months ended September 30, 1996,  compared to the same period in
1995,  due  principally  to an increase of  $169,712,  or 1166.0%,  in federal
deposit  insurance  premiums,   as  a  result  of  the  SAIF  recapitalization
assessment.  Employer  compensation and benefits expense increased by $39,393,
or 47.8%,  for the quarter ended  September 30, 1996,  compared to the quarter
ended  September 30, 1995,  primarily as a result of the ESOP accruals for the

                                     -8-
<PAGE>

quarter.  Occupancy and equipment  expense  increased $1,096, or 5.6%, for the
three months ended  September  30, 1996,  compared to the same period in 1995,
due to higher utilities and depreciation and an increase of $2,519,  or 41.7%,
in computer costs,  resulting from a credit received for a processing error in
1995.

     Federal income taxes decreased $60,502,  or 438.0%, for the quarter ended
June 30, 1996, compared to the quarter ended June 30, 1995, as a result of the
operating loss in the first quarter of fiscal 1997.


                                     -9-
<PAGE>


                           FOUNDATION BANCORP, INC.
                                    10-QSB
                                    PART II


                               OTHER INFORMATION


ITEM 1.        LEGAL PROCEEDINGS

               Not applicable


ITEM 2.        CHANGES IN SECURITIES

               Not applicable

ITEM 3.        DEFAULTS UPON SENIOR SECURITIES

               Not applicable


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

               Exhibit 27.  Financial Data Schedule




                                     -10-
<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.



Date:   November 7, 1996            Laird L. Lazelle
                                    President




Date:   November 7, 1996            Dianne K. Rabe
                                    Treasurer



                                     -11-