SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                                   (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, 1999

                                      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: 000-23543

                             UNION COMMUNITY BANCORP
               (Exact name of registrant specified in its charter)

          Indiana                                          35-2025237
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                        Identification  Number)

                              221 East Main Street
                          Crawfordsville, Indiana 47933
                    (Address of principal executive offices,
                               including Zip Code)

                                 (765) 362-2400
              (Registrant's telephone number, including area code)


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 of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  report),  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

The  number of shares of the  Registrant's  common  stock,  without  par  value,
outstanding as of September 30, 1999 was 2,600,700.




<PAGE>



                             Union Community Bancorp
                                    Form 10-Q

                                      Index

                                                                        Page No.
FORWARD LOOKING STATEMENT
3
PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements

                  Consolidated Condensed Balance
                  Sheet (Unaudited)                                          4

                  Consolidated Condensed Statement of Income
                  (Unaudited)                                                5

                  Consolidated Condensed Statement of Shareholders'
                  Equity (Unaudited)                                         6

                  Consolidated Condensed Statement of Cash Flows
                  (Unaudited)                                                7

                  Notes to Unaudited Consolidated Condensed
                  Financial Statements                                       8

Item 2.       Management's Discussion and Analysis of Financial Condition
              and Results of Operations.                                     9

Item 3.       Quantitative and Qualitative Disclosures about Market Risk    12

PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings                                             14
Item 2.       Changes in Securities                                         14
Item 3.       Defaults Upon Senior Securities                               14
Item 4.       Submission of Matters to a Vote of Security Holders           14
Item 5.       Other Information                                             14
Item 6.       Exhibits and Reports on Form 8-K                              14

SIGNATURES                                                                  15




<PAGE>




                            FORWARD LOOKING STATEMENT

This  Quarterly  Report on Form 10-Q ("Form  10-Q")  contains  statements  which
constitute  forward  looking  statements  within  the  meaning  of  the  Private
Securities Litigation Reform Act of 1995. These statements appear in a number of
places in this Form 10-Q and include  statements  regarding the intent,  belief,
outlook, estimate or expectations of the Company (as defined in the notes to the
consolidated  condensed  financial  statements),  its  directors or its officers
primarily with respect to future events and the future financial  performance of
the  Company.  Readers  of this Form 10-Q are  cautioned  that any such  forward
looking  statements  are not  guarantees  of future  events or  performance  and
involve risks and  uncertainties,  and that actual results may differ materially
from those in the forward looking statements as a result of various factors. The
accompanying  information  contained  in this  Form  10-Q  identifies  important
factors that could cause such  differences.  These  factors  include  changes in
interest   rates;   loss  of  deposits  and  loan  demand  to  other   financial
institutions;  substantial changes in financial markets;  changes in real estate
values and the real estate market; or regulatory changes.



<PAGE>



PART I  FINANCIAL INFORMATION
Item 1.  Financial Statements

                     UNION COMMUNITY BANCORP AND SUBSIDIARY
                      Consolidated Condensed Balance Sheet
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                                       September 30,            December 31,
                                                                                           1999                     1998
                                                                                  ------------------------ -------------------------
    Assets
<S>                                                                                <C>                     <C>
         Cash                                                                      $         254,867       $          32,153
         Interest-bearing demand deposits                                                  2,466,691               6,158,927
                                                                                  ------------------------ -------------------------
             Cash and cash equivalents                                                     2,721,558               6,191,080
         Investment securities
             Available for sale                                                              286,875
             Held to maturity                                                              8,325,713               8,026,162
                                                                                  ------------------------ -------------------------
                  Total investment securities                                              8,612,588               8,026,162
         Loans, net of allowance for loan losses of $407,258 and $362,258                104,727,685              90,900,269
         Premises and equipment                                                              363,137                 355,194
         Federal Home Loan Bank stock                                                      1,043,700                 744,500
         Investment in limited partnership                                                   977,609               1,055,109
         Interest receivable                                                                 785,978                 714,691
         Other assets                                                                        243,354                 174,687
                                                                                  ------------------------ -------------------------

             Total assets                                                             $  119,475,609          $  108,161,692
                                                                                  ======================== =========================

    Liabilities
         Deposits
             Noninterest-bearing                                                    $      1,187,112       $         656,796
             Interest-bearing                                                             66,563,374              64,188,836
                                                                                  ------------------------ -------------------------
                  Total deposits                                                          67,750,486              64,845,632
         Federal Home Loan Bank advances                                                  11,658,526                 772,226
         Note payable                                                                        837,442               1,020,642
         Interest payable                                                                    143,059                 109,337
         Dividends payable                                                                   291,315                 270,567
         Other liabilities                                                                   809,775                 612,427
                                                                                  ------------------------ -------------------------
             Total liabilities                                                            81,490,603              67,630,831
                                                                                  ------------------------ -------------------------

    Commitments and Contingent Liabilities

    Shareholders' Equity
         Preferred stock, no-par value
             Authorized and unissued - 2,000,000 shares
         Common stock, no-par value
             Authorized - 5,000,000 shares
             Issued and outstanding - 2,600,700 and 2,889,663 shares                      25,384,174              28,193,644
         Retained earnings                                                                15,702,739              15,708,073
         Accumulated other comprehensive income                                               18,631
         Unearned employee stock ownership plan ("ESOP") shares                           (1,651,017)             (1,730,736)
         Unearned recognition and retention plan ("RRP") shares                           (1,469,521)             (1,640,120)
                                                                                  ------------------------ -------------------------
             Total shareholders' equity                                                   37,985,006              40,530,861
                                                                                  ------------------------ -------------------------

             Total liabilities and shareholders' equity                               $  119,475,609           $ 108,161,692
                                                                                  ======================== =========================
</TABLE>


    See notes to consolidated condensed financial statements.




<PAGE>



                     UNION COMMUNITY BANCORP AND SUBSIDIARY
                   Consolidated Condensed Statement of Income
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                      Three Months Ended                 Nine Months Ended
                                                                         September 30                     September 30
                                                               ---------------- ----------------- ---------------- ----------------
                                                                     1999            1998              1999              1998
                                                               ---------------- ----------------- ---------------- ----------------
<S>                                                               <C>                <C>             <C>               <C>
    Interest and Dividend Income
         Loans                                                    $  1,963,021       $  1,775,517    $  5,683,315      $  5,123,543
         Investment securities                                         144,256            146,945         427,806           402,834
         Dividends on Federal Home Loan Bank stock                      17,475             15,069          49,043            43,854
         Deposits with financial institutions                           27,929             97,765         100,986           491,552
                                                               ---------------- ----------------- ---------------- ----------------
             Total interest and dividend income                      2,152,681          2,035,296       6,261,150         6,061,783
                                                               ---------------- ----------------- ---------------- ----------------

    Interest Expense
         Deposits                                                      872,768            856,924       2,597,486         2,484,699
         Federal Home Loan Bank advances                               109,825             11,769         167,865            39,804
                                                               ---------------- ----------------- ---------------- ----------------
             Total interest expense                                    982,593            868,693       2,765,351         2,524,503
                                                               ---------------- ----------------- ---------------- ----------------

    Net Interest Income                                              1,170,088          1,166,603       3,495,799         3,537,280
         Provision for loan losses                                      15,000              6,000          45,000           104,000
                                                               ---------------- ----------------- ---------------- ----------------
    Net Interest Income After Provision for Loan Losses              1,155,088          1,160,603       3,450,799         3,433,280
                                                               ---------------- ----------------- ---------------- ----------------

    Other Income (Losses)
         Equity in losses of limited partnerships                      (25,000)          (30,000)         (77,500)         (91,000)
         Gain on sales of securities available for sale                 73,150                             73,150
         Other income                                                   25,354             13,653          77,567            47,165
                                                               ---------------- ----------------- ---------------- ----------------
             Total other income (losses)                                73,504           (16,347)          73,217          (43,835)
                                                               ---------------- ----------------- ---------------- ----------------

    Other Expenses
         Salaries and employee benefits                                252,499            225,222         767,744           605,636
         Net occupancy and equipment expenses                           15,999             15,350          52,545            44,162
         Deposit insurance expense                                      16,260             11,013          38,255            32,190
         Data processing expense                                        19,510             16,107         105,385            52,495
         Legal and professional fees                                    18,747             35,376         101,409           108,867
         Other expenses                                                 65,066             57,046         225,745           189,017
                                                               ---------------- ----------------- ---------------- ----------------
             Total other expenses                                      388,081            360,114       1,291,083         1,032,367
                                                               ---------------- ----------------- ---------------- ----------------

    Income Before Income Tax                                           840,511            784,142       2,232,933         2,357,078
         Income tax expense                                            300,671            280,090         787,557           845,193
                                                               ---------------- ----------------- ---------------- ----------------

    Net Income                                                    $    539,840      $     504,052    $  1,445,376     $   1,511,885
                                                               ================ ================= ================ ================

    Basic Earnings per Share                                        $   .22           $  .18            $  .58           $  .53
                                                               ================ ================= ================ ================

    Diluted Earnings per Share                                          .22           $  .18            $  .58           $  .53
                                                               ================ ================= ================ ================
</TABLE>





See notes to consolidated condensed financial statements.



<PAGE>





                     UNION COMMUNITY BANCORP AND SUBSIDIARY
            Consolidated Condensed Statement of Shareholders' Equity
                                   (Unaudited)




<TABLE>
<CAPTION>
                                   Common Stock                                  Accumulated
                              -----------------------                               Other      Unearned
                                Shares                Comprehensive  Retained   Comprehensive    ESOP       Unearned
                             Outstanding    Amount        Income     Earnings       Income      Shares     Compensation    Total
                            -------------- ---------  ------------- ----------- ------------- ----------- ------------- -----------

<S>                          <C>         <C>          <C>          <C>            <C>        <C>          <C>          <C>
Balances, January 1, 1999     2,889,663   28,193,644                $15,708,073               $(1,730,736) $(1,640,120) $40,530,861
  Comprehensive income
    Net income for the period                         $  1,445,376    1,445,376                                           1,445,376
    Other comprehensive
      income, net of tax
      Unrealized gains on
        securities, net of
        reclassification
        adjustment                                          18,631                 $ 18,631                                  18,631
                                                      -------------
  Comprehensive income                                $  1,464,007
                                                      =============
  Cash dividends
      ($.335 per share)                                                (847,012)                                           (847,012)
  Purchase of common  stock    (288,963)  (2,820,059)                  (603,698)                                         (3,423,757)
  Amortization of unearned
      compensation expense                                                                                                  170,599
                                                                                                               170,599
  ESOP shares earned                          10,589                                               79,719                    90,308
                              ---------- -----------                -----------    ---------  ----------- -------------  -----------
Balances, September 30, 1999  2,600,700  $25,384,174                $15,702,739    $ 18,631   $(1,651,017) $(1,469,521) $37,985,006
                              ========== ===========                ===========    =========  =========== ============= ===========
</TABLE>


See notes to consolidated condensed financial statements.



<PAGE>



                     UNION COMMUNITY BANCORP AND SUBSIDIARY
                 Consolidated Condensed Statement of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                                                   Nine Months Ended
                                                                                                     September 30,
                                                                                              ---------------- ---------------
                                                                                                   1999             1998
                                                                                              ---------------- ---------------
<S>                                                                                           <C>              <C>
    Operating Activities
         Net income                                                                           $   1,445,376    $   1,511,885
         Adjustments to reconcile net income to net cash
              provided (used) by  operating activities
           Provision for loan losses                                                                 45,000          104,000
           Depreciation and amortization                                                             24,981           23,312
           Investment securities accretion, net                                                      (8,844)          (6,603)
           Gain on sales of securities available for sale                                           (73,150)
           Gain on sale of foreclosed assets                                                           (284)
           Equity in losses of limited partnerships                                                  77,500           91,000
           Amortization of unearned compensation expense                                            170,599           56,866
           ESOP shares earned                                                                        90,308          117,186
           Net change in:
             Interest receivable                                                                    (71,287)         (71,924)
             Interest payable                                                                        33,722            2,106
             Other assets                                                                            15,637           14,127
             Other liabilities                                                                       84,835           27,815
                                                                                              ---------------- ---------------
                  Net cash provided by operating activities                                       1,834,393        1,869,770
                                                                                              ---------------- ---------------

    Investing Activities
         Investment securities
             Purchase of securities available for sale                                             (778,529)
             Purchase of securities held to maturity                                             (1,415,000)      (6,103,586)
             Proceeds from sales of securities available for sale                                   595,655
             Proceeds from maturities of securities held to maturity and paydowns of
                mortgage-backed securities                                                        1,124,293        5,150,826
         Net changes in loans                                                                   (14,066,286)     (11,401,987)
         Purchase of  FHLB of Indianapolis stock                                                   (299,200)         (36,800)
         Purchases of property and equipment                                                        (32,924)         (18,178)
         Proceeds from sale of foreclosed assets                                                    100,357
         Other investing activities                                                                  (2,726)
                                                                                              ---------------- ---------------
                  Net cash used by investing activities                                         (14,774,360)     (12,409,725)
                                                                                              ---------------- ---------------

    Financing Activities
         Net change in
           Interest-bearing demand and savings deposits                                           4,976,478         (532,450)
           Certificates of deposit                                                               (2,071,624)       1,747,006
           Stock subscription escrow accounts                                                                    (22,687,104)
         Proceeds from borrowings                                                                11,000,000
         Repayment of borrowings                                                                   (296,900)      (1,780,225)
         Cash dividends                                                                            (826,265)        (457,240)
         Contribution for unearned compensation                                                                   (1,753,853)
         Repurchase of common stock                                                              (3,423,757)
         Net change in advances by borrowers for taxes and insurance                                112,513          144,832
                                                                                              ---------------- ---------------
                  Net cash provided (used) by financing activities                                9,470,445      (25,319,034)
                                                                                              ---------------- ---------------

    Net Change in Cash and Cash Equivalents                                                      (3,469,522)     (35,858,989)

    Cash and Cash Equivalents, Beginning of Period                                                6,191,080       44,780,827
                                                                                              ---------------- ---------------

    Cash and Cash Equivalents, End of Period                                                  $   2,721,558    $   8,921,838
                                                                                              ================ ===============

    Additional Cash Flows Information
         Interest paid                                                                        $   2,731,629    $   2,522,397
         Income tax paid                                                                            791,301          685,900
</TABLE>




See notes to consolidated condensed financial statements.



<PAGE>



                     UNION COMMUNITY BANCORP AND SUBSIDIARY
         Notes to Unaudited Consolidated Condensed Financial Statements

Note 1: Basis of Presentation

The consolidated  financial  statements  include the accounts of Union Community
Bancorp (the "Company") and its wholly owned  subsidiary,  Union Federal Savings
and Loan Association, a federally chartered savings and loan association ("Union
Federal").  A summary of significant  accounting policies is set forth in Note 1
of the Notes to  Financial  Statements  included in the December 31, 1998 Annual
Report to Shareholders.  All significant  intercompany accounts and transactions
have been eliminated in consolidation.

The interim  consolidated  financial statements have been prepared in accordance
with instructions to Form 10-Q, and therefore do not include all information and
footnotes  necessary for a fair presentation of financial  position,  results of
operations  and cash flows in  conformity  with  generally  accepted  accounting
principles.

The interim consolidated financial statements at September 30, 1999, and for the
nine and three months ended  September 30, 1999 and 1998,  have not been audited
by  independent  accountants,  but reflect,  in the opinion of  management,  all
adjustments  (which  include  only normal  recurring  adjustments)  necessary to
present fairly the financial position,  results of operations and cash flows for
such periods.

Note 2: Earnings Per Share

Earnings per share have been  computed  based upon the weighted  average  common
shares  outstanding.  Unearned  Employee  Stock  Ownership Plan shares have been
excluded from the computation of average common shares outstanding.
<TABLE>
<CAPTION>


                                             Three Months Ended                            Three Months Ended
                                             September 30, 1999                            September 30, 1998
                                             ------------------                            ------------------
                                                  Weighted                                      Weighted
                                                   Average        Per Share                     Average      Per Share
                                     Income        Shares           Amount         Income        Shares        Amount
                                     ------        ------           ------         ------        ------        ------
<S>                                  <C>           <C>           <C>              <C>          <C>           <C>
Basic earnings per share
  Income available to common
  shareholders                       $  539,840    2,403,355     $      .22       $  504,052   2,805,067     $       .18
                                                                 ===========                                =============

Effect of dilutive RRP awards
and stock options
                                  -------------- ---------------                ------------- -------------
Diluted earnings per share
Income available to  common
shareholders and assumed
conversions                          $  539,840    2,403,355     $      .22       $  504,052     2,805,067   $       .18
                                  ============== =============== ===========    ============= ============= =============



                                              Nine Months Ended                            Nine Months Ended
                                             September 30, 1999                            September 30, 1998
                                             ------------------                            ------------------
                                                  Weighted                                      Weighted
                                                   Average        Per Share                     Average      Per Share
                                     Income        Shares           Amount         Income        Shares        Amount
                                     ------        ------           ------         ------        ------        ------
Basic earnings per share
  Income available to common
  shareholders                      $ 1,445,376    2,482,219      $     .58     $  1,511,885   2,842,010     $       .53
                                                                 ===========                                =============

Effect of dilutive RRP awards
and stock options                                                                                       11
                                  -------------- ---------------                ------------- -------------
Diluted earnings per share
Income available to common
shareholders and assumed
conversions                         $ 1,445,376    2,482,219       $    .58      $ 1,511,885     2,860,482   $       .53
                                  ============== =============== ===========    ============= ============= =============
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
Note 3: Other Comprehensive Income


                                                                  Before-Tax        Tax (Expense)    Net-of-Tax Amount
Nine months ended September 30, 1999                                Amount             Benefit
                                                                    ------             -------

<S>                                                                 <C>                <C>                <C>
Unrealized gains on securities
     Unrealized holding gains arising during the period             $   151,980        $  (60,199)        $   91,781
     Less: reclassification adjustment for gains realized
          in net income                                                  121,129           (47,979)            73,150
                                                              =================== ================== ===================
     Net unrealized gains                                           $     30,851       $  (12,220)        $   18,631
                                                              =================== ================== ===================
</TABLE>


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

General

Union Community Bancorp, an Indiana  corporation (the "Company"),  was organized
in September,  1997.  On December 29, 1997,  it acquired all of the  outstanding
common stock of Union Federal  Savings and Loan  Association  ("Union  Federal")
upon the  conversion  of Union  Federal from a federal  mutual  savings and loan
association to a federal stock savings and loan association.

Union Federal was organized as a state-chartered savings and loan association in
1913. Since then, Union Federal has conducted its business from its full-service
office located in Crawfordsville,  Indiana.  Union Federal's  principal business
consists  of  attracting  deposits  from  the  general  public  and  originating
fixed-rate and  adjustable-rate  loans secured primarily by first mortgage liens
on one- to four-family residential real estate. Union Federal's deposit accounts
are insured up to applicable  limits by the Savings  Association  Insurance Fund
("SAIF") of the Federal Deposit Insurance  Corporation  ("FDIC").  Union Federal
offers a number of financial  services,  including:  (i) residential real estate
loans;  (ii)  multi-family  loans;  (iii)  commercial  real estate  loans;  (iv)
construction  loans;  (v) home  improvement  loans;  (vi)  money  market  demand
accounts ("MMDAs");  (vii) passbook savings accounts; and (viii) certificates of
deposit.

Union Federal currently owns one subsidiary,  UFS Service Corp.  ("UFS"),  whose
sole asset is its investment in Pedcor Investments  1993-XVI,  L.P.  ("Pedcor"),
which is an Indiana limited partnership that was established to organize, build,
own, operate and lease a 48-unit  apartment complex in  Crawfordsville,  Indiana
known as Shady Knoll II  Apartments  (the  "Project").  Union  Federal  owns the
limited partner  interest in Pedcor.  The general partner is Pedcor  Investments
LLC. The Project,  operated as a multi-family,  low- and moderate-income housing
project,  is  completed  and is  performing  as  planned.  Because  UFS  engages
exclusively  in  activities  that  are  permissible  for a  national  bank,  OTS
regulations  permit  Union  Federal  to  include  its  investment  in UFS in its
calculation of regulatory capital.

Union  Federal's  results of operations  depend  primarily upon the level of net
interest income,  which is the difference  between the interest income earned on
interest-earning assets, such as loans and investments,  and costs incurred with
respect to  interest-bearing  liabilities,  primarily  deposits and  borrowings.
Results of operations also depend upon the level of Union Federal's non-interest
income,  including  fee  income  and  service  charges,  and  the  level  of its
non-interest expenses, including general and administrative expenses.

Financial Condition

Total assets increased  approximately $11.3 million, or 10.4%, to $119.5 million
at September 30, 1999,  from $108.2  million at December 31, 1998.  The increase
was primarily  due to loan growth of $13.8 million  offset by a decrease in cash
and cash  equivalents  of $3.5 million.  Net loans  increased by 15.2% to $104.7
million  due to an increase in  customer  demand and an  increased  focus by the
Company in the areas of commercial and consumer lending.  Investment  securities
available  for sale and held to maturity  also  increased by  $587,000,  or 7.3%
during the nine months ended September 30, 1999.


<PAGE>

Deposits increased by $2.9 million to $67.8 million during the nine months ended
September 30, 1999.  Demand and savings  deposits  increased  $5.0  million,  or
31.0%, from December 31, 1998 to September 30, 1999 primarily due to an increase
in money market savings of $4.6 million.  Certificates of deposit decreased $2.1
million, or 4.2%, during this period.

Borrowed  funds  increased by $10.7  million from December 31, 1998 to September
30, 1999. The increase in total borrowed funds resulted from an increase in FHLB
advances  of $10.9  million  and a  decrease  in the note  payable  to a limited
partnership of $184,000. The increases in borrowings were primarily used to fund
loan growth.

Stockholders'  equity  decreased  $2.5 million to $38.0 million at September 30,
1999.  The decrease was primarily due to stock  repurchases  of $3.4 million and
cash dividends of $847,000.  These  decreases were offset by net income for nine
months ended  September 30, 1999 of $1,445,000,  Employee  Stock  Ownership Plan
shares earned of $90,000 and unearned compensation amortization of $171,000.

Comparison  of Operating  Results for the Three Months Ended  September 30, 1999
and 1998

Net income  increased  approximately  $36,000 from $504,000 for the three months
ended  September  30, 1998 to $540,000 for the three months ended  September 30,
1999.  The  return on average  assets was 1.85% and 1.86 % for the three  months
ended September 30, 1999 and 1998, respectively.

Interest  income was $2,153,000 for the three months ended September 30, 1999 as
compared to  $2,035,000  for the  comparable  period in 1998.  Interest  expense
increased  approximately  $114,000, or 13.1%, from $869,000 for the three months
ended  September  30, 1998 to $983,000 for the same period in 1999. As a result,
net interest  income for the three months ended  September  30, 1999 amounted to
$1,170,000, approximately a $4,000 increase from the third quarter of 1998.

The provision for loan losses made for the three months ended September 30, 1999
was  $15,000  as  compared  to  $6,000  for the same  period  in 1998.  The 1999
provision and the allowance for loan losses were considered  adequate,  based on
size, condition and components of the loan portfolio. While management estimates
loan losses using the best available information, no assurance can be given that
future  addition  to the  allowance  will not be  necessary  based on changes in
economic  and  real  estate  market  conditions,  further  information  obtained
regarding problem loans,  identification  of additional  problem loans and other
factors, both within and outside of management's control.

Total other income (losses) was $74,000 for the three months ended September 30,
1999 compared to losses of $16,000 for the same period in 1998. This increase in
total other income was  primarily due to $73,000 of gains on sales of securities
available for sale.  Securities  available for sale with a cost of $523,000 were
sold during the third quarter of 1999.  Other income  (losses) also includes the
equity in losses of the Company's investment in a limited  partnership,  Pedcor.
In addition to  recording  the equity in the losses of Pedcor,  a benefit of low
income  housing income tax credits in the amount of $45,000 was recorded for the
three months ended September 30, 1999 and 1998. The increase in other income was
due to nominal increases in a variety of income categories.

Total other  expenses  increased  approximately  $27,000 for three  months ended
September  30, 1999  compared to the same period in 1998.  The increase in total
other  expense was  primarily  due to nominal  increases in a variety of expense
categories.

Income tax  expense  increased  $21,000,  or 7.3%,  for the three  months  ended
September  30,  1999  compared  to the same  period in 1998.  The  increase  was
directly related to the decrease in taxable income for the period.

Comparison of Operating Results for the Nine Months Ended September 30, 1999 and
1998

Net income decreased $67,000, or 4.4%, from $1,512,000 for the nine months ended
September 30, 1998 to $1,445,000  for the nine months ended  September 30, 1999.
The  decreases  were  primarily  attributable  to a decline in the Company's net
interest income and increases in non-interest  expenses offset by an increase in
non-interest  income.  The return on average  assets was 1.71% and 1.87% for the
nine months ended September 30, 1999 and 1998, respectively.

Interest  income was $6,261,000 for the nine months ended  September 30, 1999 as
compared to $6,062,000  for the nine months ended  September 30, 1998.  Interest
expense increased  $240,000,  or 9.5%, from $2,525,000 for the nine months ended
September 30, 1998 to $2,765,000  for the same period in 1999. As a result,  net
interest  income for the nine  months  ended  September  30,  1999  amounted  to
$3,496,000,  a 1.2%  decrease  from nine months ended  September  30, 1998.  The
Company's  net  interest  margin  decreased  from 4.5% for the nine months ended
September 30, 1998 to 4.2% for the comparable period in 1999.


<PAGE>

The provision for loan losses made for the nine months ended  September 30, 1999
was  $45,000 as  compared  to  $104,000  for the same  period in 1998.  The 1999
provision and the allowance for loan losses were considered  adequate,  based on
size, condition and components of the loan portfolio. While management estimates
loan losses using the best available information, no assurance can be given that
future  addition  to the  allowance  will not be  necessary  based on changes in
economic  and  real  estate  market  conditions,  further  information  obtained
regarding problem loans,  identification  of additional  problem loans and other
factors, both within and outside of management's control.

Total other income  (losses) was $73,000 for the nine months ended September 30,
1999 compared to losses of $44,000 for the same period in 1998. This increase in
total other income was  primarily due to $73,000 of gains on sales of securities
available for sale.  Other income (losses) also includes the equity in losses of
the  Company's  investment  in a limited  partnership,  Pedcor.  In  addition to
recording  the equity in the losses of Pedcor,  a benefit of low income  housing
income tax credits in the amount of $135,000  was  recorded  for the nine months
ended  September  30, 1999 and 1998.  The  increase  in other  income was due to
nominal increases in a variety of income categories.

Salaries and employee benefits were $768,000 for the nine months ended September
30, 1999 compared to $606,000 for the 1998 period, and increase of $162,000,  or
26.7%.  This increase was primarily due to  compensation  expense related to the
management recognition and retention plan that began effective on June 30, 1998.
Data  processing  expense also  increased from $52,000 for the nine months ended
September 30, 1998 to $105,000 for the comparable period in 1999, an increase of
$53,000. This increase was in part due to approximately $45,000 of non-recurring
expenses  related to the Company's data processing  conversion  during the first
quarter of 1999.  Other expenses,  consisting  primarily of expenses  related to
advertising,  directors'  fees,  supervisory  examination  fees,  supplies,  and
postage increased approximately $37,000 for nine months ended September 30, 1999
compared to the same period in 1998.  The increase in other  expenses was due to
nominal increases in a variety of expense categories.

Income  tax  expense  decreased  $58,000,  or 6.8%,  for the nine  months  ended
September 30, 1999 compared to the same period in 1998. The decease was directly
related to the decrease in taxable income for the period.

Asset Quality

Union  Federal  currently  classifies  loans as  special  mention,  substandard,
doubtful  and loss to  assist  management  in  addressing  collection  risks and
pursuant to regulatory  requirements  which are not necessarily  consistent with
generally  accepted  accounting  principles.  Special  mention  loans  represent
credits  that  have  potential   weaknesses  that  deserve   management's  close
attention.  If left  uncorrected,  these  potential  weaknesses  may  result  in
deterioration  of the repayment  prospects or Union Federal's credit position at
some future date.  Substandard  loans  represent  credits  characterized  by the
distinct  possibility  that some loss will be sustained if deficiencies  are not
corrected.  Doubtful loans possess the characteristics of substandard loans, but
collection  or  liquidation  in full is  doubtful  based  upon  existing  facts,
conditions and values. A loan classified as a loss is considered  uncollectible.
Union  Federal had no loans  classified  as special  mention as of September 30,
1999 while there were $1.2  million of special  mention  loans at  December  31,
1998. In addition,  Union Federal had $620,000 and $840,000 of loans  classified
as  substandard  at September 30, 1999 and December 31, 1998,  respectively.  At
September 30, 1999 and December 31, 1998,  no loans were  classified as doubtful
or loss. At September 30, 1999,  and December 31, 1998,  respectively,  $132,000
and $349,000 of the substandard loans were non-accrual  loans. The allowance for
loan losses was  $407,000 or .4% of loans at  September  30, 1999 as compared to
$362,000 or .4% of loans at December 31, 1998.

Liquidity and Capital Resources

The standard measure of liquidity for savings  associations is the ratio of cash
and eligible  investments to a certain  percentage of net  withdrawable  savings
accounts  and  borrowings  due within one year.  The minimum  required  ratio is
currently  set by the  Office  of  Thrift  Supervision  regulation  at 4%. As of
September  30,  1999,  Union  Federal  had liquid  assets of $5.9  million and a
liquidity ratio of 6.36%.

Other

The  Securities  and  Exchange  Commission  maintains  a Web site that  contains
reports,   proxy  information   statements,   and  other  information  regarding
registrants that file electronically with the Commission, including the Company.
The address is (http://www.sec.gov).


<PAGE>

Year 2000 Compliance

The  Company's  lending and  deposit  activities,  like those of most  financial
institutions,  depend  significantly  upon  computer  systems.  The  Company  is
addressing  the potential  problems  associated  with the  possibility  that the
computers  that  it  uses to  control  its  operating  systems,  facilities  and
infrastructure  may not be programmed to read four-digit date codes.  This could
cause some computer  applications  to be unable to recognize the change from the
year 1999 to the year 2000,  which  could  cause  computer  systems to  generate
erroneous data or to fail.

The Company is  actively  monitoring  its  compliance  with making its  computer
equipment and other  information  systems Year 2000 compliant.  During the first
week of March 1999, the Company  switched its electronic  data service  provider
from  On-Line  Financial  Services,  Inc.  in Oak Brook,  Illinois  to  Intrieve
Incorporated ("Intrieve"), located in Cincinnati, Ohio. The Company changed data
service providers in order to improve the quality of its computer and networking
technology.  Testing  conducted  during the second week of March 1999  indicates
that the data  that the  Company  maintains  on  Intrieve's  system is Year 2000
compliant.  The Company incurred expenses of approximately $45,000 in converting
its  data  processing  to  Intrieve's  system.  It is  not  expected  that  data
processing  expense incurred by the Company in the future will differ materially
from prior  periods.  Bankers'  Systems,  which  maintains  the  Company's  loan
documentation  system,  conducted tests during December 1998 that indicated that
its systems are Year 2000 compliant.  The Company will continue to conduct tests
during the remainder of 1999 to ensure that its data  processing and information
systems are Year 2000 compliant.

The  Company  contacted  49  companies  that  supply  or  service  its  material
operations  requesting  that they  certify by  December  31, 1998 that they have
plans to make  their  respective  systems  Year  20000  compliant  and  received
responses  from all of these  companies  confirming  that their systems are Year
2000  compliant.  Notwithstanding  these  efforts that the Company has made,  no
assurances can be given that the systems of its service providers will be timely
renovated to address the Year 2000 issue.

The  Company's  Board of  Directors  reviews on a monthly  basis its progress in
addressing  Year 2000  issues and has  appointed  three  executive  officers  to
address  all aspects of Year 2000  compliance.  The  Company  believes  that its
expenses  related to upgrading its systems and software for Year 2000 compliance
will  not  exceed  $10,000.  At  September  30,  1999,  the  Company  had  spent
approximately  $7,000 in  connection  with Year 2000  compliance.  Although  the
Company  believes  it is taking the  necessary  steps to  address  the Year 2000
compliance  issue,  no assurances can be given that some problems will not occur
or that it will not incur significant  additional expenses in future periods. In
the event that the  Company  is  ultimately  required  to  purchase  replacement
computer systems,  programs and equipment,  or to incur substantial  expenses to
make its current  systems,  programs and equipment Year 2000 compliant,  its net
income and financial condition could be adversely affected.

In addition to possible  expenses related to the Company's own systems and those
of its service  providers,  the Company could incur losses if Year 2000 problems
affect any of its depositors or borrowers.  Such problems could include  delayed
loan  payments  due to  Year  2000  problems  affecting  any of its  significant
borrowers  or  impairing  the payroll  systems of large  employers in its market
area. The Company has contacted the  approximately 18 commercial  borrowers with
outstanding  loans in excess of $500,000 for  confirmation  that their  computer
systems are, or soon will be, Year 2000  compliant.  All 18  confirmations  have
been  received  and no items of concern  were noted.  In  addition,  the Company
requires that borrowers  under new commercial  loans that it originates  certify
that they are aware of the Year 2000 issue and will give all necessary attention
to insure that their information technology will be Year 2000 compliant. Because
the Company's  loan  portfolio to individual  borrowers is  diversified  and its
market area does not depend  significantly  upon one employer or  industry,  the
Company does not expect any such Year 2000 related  difficulties that may affect
its  depositors and borrowers to  significantly  affect its net earnings or cash
flow.


Item 3. Quantitative and Qualitative Disclosures About Market Risk

An important  component of Union  Federal's  asset/liability  management  policy
includes  examining the interest rate  sensitivity of its assets and liabilities
and  monitoring  the  expected  effects  of  interest  rate  changes  on its net
portfolio value.

An asset or liability is interest rate  sensitive  within a specific time period
if it will mature or reprice within that time period.  If Union Federal's assets
mature or reprice  more  quickly or to a greater  extent  than its  liabilities,
Union  Federal's  net  portfolio  value and net  interest  income  would tend to
increase  during periods of rising interest rates but decrease during periods of
falling interest rates. Conversely,  if Union Federal's assets mature or reprice
more slowly or to a lesser extent than its liabilities,  its net portfolio value
and net interest income would tend to decrease during periods of rising interest
rates but increase during periods of falling interest rates.

Management  believes it is critical to manage the relationship  between interest
rates and the  effect on Union  Federal's  net  portfolio  value  ("NPV").  This
approach  calculates the  difference  between the present value of expected cash
flows from assets and the present value of expected cash flows from liabilities,
as well as cash flows from off-balance  sheet  contracts.  Union Federal manages
assets  and  liabilities  within  the  context  of the  marketplace,  regulatory
limitations  and within  limits  established  by its Board of  Directors  on the
amount of change in NPV which is acceptable given certain interest rate changes.


<PAGE>

The OTS  issued a  regulation,  which  uses a net market  value  methodology  to
measure the interest rate risk exposure of savings associations.  Under this OTS
regulation,  an institution's  "normal" level of interest rate risk in the event
of an assumed change in interest rates is a decrease in the institution's NPV in
an  amount  not  exceeding  2% of  the  present  value  of its  assets.  Savings
associations  with over  $300  million  in assets or less than a 12%  risk-based
capital  ratio are required to file OTS Schedule  CMR. Data from Schedule CMR is
used by the OTS to calculate  changes in NPV (and the related  "normal" level of
interest rate risk) based upon certain interest rate changes  (discussed below).
Associations  which  do not  meet  either  of the  filing  requirements  are not
required to file OTS Schedule CMR, but may do so  voluntarily.  As Union Federal
does not meet either of these  requirements,  it is not required  file  Schedule
CMR, although it does so voluntarily.  Under the regulation,  associations which
must file are  required  to take a deduction  (the  interest  rate risk  capital
component)  from their total  capital  available to  calculate  their risk based
capital  requirement  if their  interest rate exposure is greater than "normal."
The amount of that  deduction  is  one-half  of the  difference  between (a) the
institution's  actual  calculated  exposure to a 200 basis point  interest  rate
increase or  decrease  (whichever  results in the greater pro forma  decrease in
NPV) and (b) its "normal"  level of exposure which is 2% of the present value of
its assets.

Presented  below,  as of September 30, 1999 and December  31,1998,  are analyses
performed  by the OTS of Union  Federal's  interest  rate  risk as  measured  by
changes in NPV for  instantaneous  and  sustained  parallel  shifts in the yield
curve,  in 100  basis  points  increments,  up and down  300  basis  points.  At
September  30,  1999,  2% of the  present  value of Union  Federal's  assets was
approximately $2.4 million.  Because the interest rate risk of a 200 basis point
increase in market rates (which was greater than the interest rate risk of a 200
basis point  decrease)  was $6.1 million at September  30, 1999,  Union  Federal
would have been required to deduct $1.9 million from its total capital available
to calculate  its risk based capital  requirement  if it had been subject to the
OTS' reporting  requirements  under this methodology.  This amount represents an
increase of $500,000  over the $1.4  million  calculated  at December  31, 1998.
Union Federal's  exposure to interest rate risk results from a concentration  of
fixed rate mortgage loans in its portfolio.


<TABLE>
<CAPTION>
                               September 30, 1999

                               Net Portfolio Value                       NPV as % of PV of Assets
   Changes
  In Rates        $ Amount         $ Change          % Change           NPV Ratio           Change
  --------        --------         ---------         --------           ---------           ------
<S>               <C>               <C>                  <C>              <C>                <C>
+300 bp           23,950           -9,230               -28%              21.91%            -576 bp
+200 bp           27,076           -6,084               -18%              23.99%            -368 bp
+100 bp           30,235           -2,925                -9%              25.96%            -171 bp
   0 bp           33,160                                                  27.67%
-100 bp           35,578            2,418                 7%              28.99%            +132 bp
-200 bp           37,562            4,402                13%              30.01%            +234 bp
-300 bp           39,592            6,432                19%              31.00%            +333 bp


                                December 31, 1998

                               Net Portfolio Value                       NPV as % of PV of Assets
   Changes
  In Rates        $ Amount         $ Change          % Change           NPV Ratio           Change
  --------        --------         ---------         --------           ---------           ------
+300 bp             25,730           -7,687           -23%                25.18%            -498 bp
+200 bp             28,509           -4,907           -15%                27.08%            -308 bp
+100 bp             31,161           -2,256            -7%                28.79%            -137 bp
   0 bp             33,417                                                30.16%
-100 bp             35,042            1,625            +5%                31.08%             +92 bp
-200 bp             36,542            3,125            +9%                31.90%            +175 bp
-300 bp             38,272            4,855           +15%                32.84%            +268 bp
</TABLE>

The chart at September 30, 1999 illustrates, for example, that a 200 basis point
(or 2%)  increase in  interest  rates would  result in a $6.1  million,  or 18%,
decrease in the net portfolio value of Union Federal's assets compared to a $4.9
million,  or 15% decrease,  at December 31, 1998. This hypothetical  increase in
interest rates at September 30, 1999 would also result in a 368 basis point,  or
3.68%  decrease in the ratio of the net portfolio  value to the present value of
Union  Federal's  assets  compared to a 308 basis point,  or 3.08%,  decrease at
December 31, 1998.


<PAGE>

As with any method of measuring  interest rate risk,  certain  shortcomings  are
inherent in the methods of  analysis  presented  above.  For  example,  although
certain  assets  and  liabilities  may have  similar  maturities  or  periods to
repricing,  they may react in  different  degrees to changes in market  interest
rates.  Also the interest rates on certain types of assets and  liabilities  may
fluctuate in advance of changes in market interest  rates,  while interest rates
on other types may lag behind  changes in market  rates.  Additionally,  certain
assets,  such as adjustable-rate  loans, have features which restrict changes in
interest rates on a short-term basis and over the life of the asset. Further, in
the event of a change in interest rates,  expected rates of prepayments on loans
and early withdrawals from certificates could likely deviate  significantly from
those assumed in calculating the table.



PART II.   OTHER INFORMATION

Item 1.       Legal Proceedings

              None.

Item 2.       Changes in Securities and Use of Proceeds

              None.

Item 3.       Defaults Upon Senior Securities.

              None.

Item 4.       Submission of Matters to Vote of Security Holders.

              None.

Item 5.       Other Information.

              None.

Item 6.       Exhibits and Reports on Form 8-K.

                    (a) Exhibits 27.  Financial Data Schedule

                    (b) No  reports on Form 8-K were  filed  during the  quarter
                        ended September 30, 1999.




<PAGE>




                                   Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                             UNION COMMUNITY BANCORP

Date:         November 12, 1999               By: /s/ Joseph E. Timmons
              ----------------------              -------------------------
                                                  Joseph E. Timmons
                                                  President and
                                                  Chief Executive Officer



Date:         November 12, 1999               By: /s/ Denise E. Swearingen
              ----------------------              ----------------------------
                                                  Denise E. Swearingen
                                                  Treasurer