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 MARCH 31, 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: 333-35799

                             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 March 31,1999 was 2,779,663.




<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 as of March 31, 1999 and December 31, 1998
                  (Unaudited)                                                  4

                  Consolidated Condensed Statement of Income for
                  the three months ended March 31, 1999 and 1998
                  (Unaudited)                                                  5

                  Consolidated Condensed Statement of Shareholders'
                  Equity for the three months ended March 31, 1999
                  (Unaudited)                                                  6

                  Consolidated  Condensed  Statement of 
                  Cash Flows for the three
                  months ended March 31, 1999 and 1998
                  (Unaudited)                                                  7

                  Notes to Unaudited Consolidated Condensed
                  Financial Statements                                         8

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

Item 3.       Quantitative and Qualitative Disclosures about Market Risk      11

PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings                                               12
Item 2.       Changes in Securities                                           12
Item 3.       Defaults Upon Senior Securities                                 12
Item 4.       Submission of Matters to a Vote of Security Holders             12
Item 5.       Other Information                                               12
Item 6.       Exhibits and Reports on Form 8-K                                12

SIGNATURES                                                                    13




<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>


                                                                                         March 31,              December 31,
                                                                                           1999                     1998
                                                                                  ------------------------ -------------------------
<S>                                                                               <C>                      <C>              
    Assets
         Cash                                                                     $           91,504       $          32,153
         Interest-bearing demand deposits                                                  3,059,277               6,158,927
                                                                                  ------------------------ -------------------------
             Cash and cash equivalents                                                     3,150,781               6,191,080
         Investment securities
             Available for sale                                                              779,211
             Held to maturity                                                              8,285,939               8,026,162
                                                                                  ------------------------ -------------------------
                  Total investment securities                                              9,065,150               8,026,162
         Loans, net of allowance for loan losses of $377,258 and $362,258                 96,436,381              90,900,269
         Premises and equipment                                                              367,242                 355,194
         Federal Home Loan Bank stock                                                        744,500                 744,500
         Investment in limited partnership                                                 1,030,109               1,055,109
         Interest receivable                                                                 737,676                 714,691
         Other assets                                                                        225,312                 174,687
                                                                                  ------------------------ -------------------------

             Total assets                                                              $ 111,757,151          $  108,161,692
                                                                                  ======================== =========================

    Liabilities
         Deposits
             Noninterest-bearing                                                     $     1,276,392       $         656,796
             Interest-bearing                                                             66,184,757              64,188,836
                                                                                  ------------------------ -------------------------
                  Total deposits                                                          67,461,149              64,845,632
         Federal Home Loan Bank advances                                                   2,658,526                 772,226
         Note payable                                                                        837,442               1,020,642
         Interest payable                                                                     90,354                 109,337
         Dividends payable                                                                   273,692                 270,567
         Other liabilities                                                                   964,859                 612,427
                                                                                  ------------------------ -------------------------
             Total liabilities                                                            72,286,022              67,630,831
                                                                                  ------------------------ -------------------------

    Commitments and Contingent Liabilities
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


<S>                                                                               <C>                      <C>              

    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 - 2,779,663 and 2,889,663 shares                      27,124,905              28,193,644
         Retained earnings                                                                15,633,229              15,708,073
         Accumulated other comprehensive income                                                  412
         Unearned employee stock ownership plan ("ESOP") shares                           (1,074,163)             (1,730,736)
         Unearned recognition and retention plan ("RRP") shares                           (1,583,254)             (1,640,120)
                                                                                  ------------------------ -------------------------
             Total shareholders' equity                                                   39,471,129              40,530,861
                                                                                  ------------------------ -------------------------

             Total liabilities and shareholders' equity                               $  111,757,151           $ 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
                                                                                 March 31
                                                                  ------------------- -------------------
                                                                         1999                 1998
                                                                  ------------------- -------------------
<S>                                                                  <C>                <C>         
    Interest and Dividend Income
         Loans                                                       $  1,816,349       $  1,631,366
         Investment securities                                            141,532            106,840
         Dividends on Federal Home Loan Bank stock                         14,686             13,960
         Deposits with financial institutions                              49,045            261,553
                                                                  ------------------- -------------------
             Total interest and dividend income                         2,021,612          2,013,719
                                                                  ------------------- -------------------

    Interest Expense
         Deposits                                                         859,225            804,523
         Federal Home Loan Bank advances                                   11,414             16,764
                                                                  ------------------- -------------------
             Total interest expense                                       870,639            821,287
                                                                  ------------------- -------------------

    Net Interest Income                                                 1,150,973          1,192,432
         Provision for loan losses                                         15,000
                                                                  ------------------- -------------------
    Net Interest Income After Provision for Loan Losses                 1,135,973          1,192,432
                                                                  ------------------- -------------------

    Other Income (Losses)
         Equity in losses of limited partnerships                         (25,000)          (25,000)
         Other income                                                      13,779             14,516
                                                                  ------------------- -------------------
             Total other losses                                           (11,221)          (10,484)
                                                                  ------------------- -------------------

    Other Expenses
         Salaries and employee benefits                                   266,869            218,184
         Net occupancy expenses                                             7,167              4,901
         Equipment expenses                                                 7,883              7,462
         Deposit insurance expense                                         11,221              9,711
         Legal and professional fees                                       34,549             19,890
         Other expenses                                                   131,202             79,494
                                                                  ------------------- -------------------
             Total other expenses                                         458,891            339,642
                                                                  ------------------- -------------------

    Income Before Income Tax                                              665,861            842,306
         Income tax expense                                               230,736            305,382
                                                                  ------------------- -------------------

    Net Income                                                        $   435,125       $    536,924
                                                                  =================== ===================

    Basic Earnings per Share                                            $  .17              $  .19
                                                                  =================== ===================

    Diluted Earnings per Share                                          $  .17              $  .19
                                                                  =================== ===================


</TABLE>


    See notes to consolidated condensed financial statements.



<PAGE>





                     UNION COMMUNITY BANCORP AND SUBSIDIARY
            Consolidated Condensed Statement of Shareholders' Equity
                    For the Three Months Ended March 31, 1999
                                   (Unaudited)
<TABLE>
<CAPTION>




                                                                                 Accumulated
                                 Common Stock                                     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                                 $ 435,125       435,125                                              435,125
      period
    Other comprehensive
        income, net of tax
      Unrealized gains on
        securities                                           412                  $ 412                                         412
                                                    =============
  Comprehensive income                                 $ 435,537
                                                    =============
  Cash dividends
      (.105 per share)                                               (273,692)                                             (273,692)
  Purchase of common  stock  (110,000)   (1,073,416)                 (236,277)                                           (1,309,693)
  Amortization of unearned
compensation expense                                                                                            56,866       56,866
  ESOP shares earned             4,677         4,677                                                                         31,250
                                                                                              26,573
                            ----------- -----------               ----------- --------------- ----------- ------------ -----------
Balances, March 31, 1999     2,779,663   $27,124,905               $15,633,229    $ 412       $(1,704,163)$(1,583,254)  $39,471,129
                            =========== ===========               =========== =============== =========== ============ ============
</TABLE>


<PAGE>



                     UNION COMMUNITY BANCORP AND SUBSIDIARY
                 Consolidated Condensed Statement of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                            Three Months Ended
                                                                                 March 31,
                                                                        ---------------- ---------------
                                                                             1999             1998
                                                                        ---------------- ---------------
    Operating Activities
<S>                                                                       <C>             <C>         
         Net income                                                       $   435,125     $    536,924
         Adjustments to reconcile net income to net 
           cash provided (used) by  operating activities
           Provision for loan losses                                           15,000
           Depreciation and amortization                                        7,798            7,170
           Investment securities accretion, net                                (3,405)          (3,524)
           Equity in losses of limited partnerships                            25,000           25,000
           Amortization of unearned compensation expense                       56,866
           ESOP shares earned                                                  31,250           40,155
           Net change in:
             Interest receivable                                              (22,985)          86,454
             Interest payable                                                 (18,983)         (35,614)
             Other assets                                                      47,301           (5,811)
             Other liabilities                                                231,737          202,136
                                                                        ---------------- ---------------
                  Net cash provided by operating activities                   804,704          852,890
                                                                        ---------------- ---------------

    Investing Activities
         Investment securities
             Purchase of securities available for sale                       (778,529)
             Purchase of securities held to maturity                         (815,000)      (3,394,375)
             Proceeds from maturities of securities held 
               to maturity and paydowns of
               mortgage- backed securities                                    558,628        1,138,336
         Net changes in loans                                              (5,648,458)      (4,472,333)
         Purchases of property and equipment                                  (19,846)          (1,946)
         Other investing activities                                              (850)
                                                                        ---------------- ---------------
                  Net cash used by investing activities                 (6,704,055)         (6,730,318)

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

    Financing Activities
         Net change in
           Interest-bearing demand and savings deposits                     3,134,450         (648,366)
           Certificates of deposit                                           (518,933)         280,662
           Stock subscription escrow accounts                                              (22,687,104)
         Proceeds from borrowings                                           2,000,000
         Repayment of borrowings                                             (296,900)      (1,780,225)
         Cash dividends                                                      (270,567)
         Repurchase of common stock                                        (1,309,693)
         Net change in advances by borrowers for taxes and insurance          120,695          130,565
                                                                        ---------------- ---------------
                  Net cash provided (used) by financing activities          2,859,052      (24,704,468)
                                                                        ---------------- ---------------

    Net Change in Cash and Cash Equivalents                                (3,040,299)     (30,581,896)

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

    Cash and Cash Equivalents, End of Period                             $  3,150,781    $
                                                                                            14,198,931
                                                                        ================ ===============

    Additional Cash Flows Information
         Interest paid                                                       $889,622         $861,429
         Income tax paid                                                       38,610           25,400


    See notes to consolidated condensed financial statements.

</TABLE>



<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 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 March 31, 1999,  and for the
three months ended March 31, 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
                                               March 31, 1999                                March 31, 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                     $    435,125    2,595,026      $     .17       $  536,924   2,859,116     $       .19
                                                                 ===========                                =============

Effect of dilutive RRP awards
and stock options
                                  -------------- ---------------                ------------- -------------
Diluted earnings per share
Income available to  common
shareholders and assumed
conversions                        $    435,125    2,595,026     $      .17       $  536,924     2,859,116   $       .19
                                  ============== =============== ===========    ============= ============= =============

</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 the 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  $3.6 million,  or 3.3%, to $111.8  million at March 31,
1999,  from $108.2  million at December 31, 1998. The increase was primarily due
to loan growth of $5.5 million offset by a decrease in cash and cash equivalents
of $3.0 million. Net loans increased by 6.1% to $96.4 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 $1.0  million,  or 12.9%  during the first
quarter of 1999.

Deposits  increased by $2.6 million to $67.5 million during the first quarter of
1999.  Demand and  savings  deposits  increased  $3.1  million,  or 19.5%,  from
December 31, 1998 to March 31, 1999 primarily due to an increase in money market
savings of $2.5 million.  Certificates of deposit decreased  $519,000,  or 1.1%,
during this period.

Borrowed  funds  increase by $1.7 million,  or 95.0%,  from December 31, 1998 to
March 31, 1999.  The increase in total  borrowed funds resulted from an increase
in FHLB advances of $1.9 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.

Stockholder's  equity decreased $1.1 million to $39.5 million at March 31, 1999.
The decrease was  primarily  due to stock  repurchases  of $1.3 million and cash
dividends  of  $274,000.  These  decreases  were  offset by net income for three
months ended March 31, 1999 of $435,000,  Employee  Stock  Ownership Plan shares
earned of $31,000 and unearned compensation amortization of $57,000.


Comparison  of  Operating  Results for the Three Months Ended March 31, 1999 and
1998

Net income  decreased  $102,000,  or 19.0%,  from  $537,000 for the three months
ended March 31, 1998 to $435,000 for the three months ended March 31, 1999.  The
decreases were primarily attributable to a decline in the Company's net interest
income and increases in non-interest  expenses. The return on average assets was
1.60%  and  1.99  % for  the  three  months  ended  March  31,  1999  and  1998,
respectively.

Interest income remained  relatively  constant at approximately $2.0 million for
the three  months  ended March 31,  1999 and 1998.  Interest  expense  increased
$50,000,  or 6.1%,  from  $821,000  for the three months ended March 31, 1998 to
$871,000 for the same period in 1999. As a result,  net interest  income for the
three months ended March 31, 1999 amounted to  $1,151,000,  a 3.4% decrease from
the first quarter of 1998. The Company's net interest margin decreased from 4.5%
for the first quarter of 1998 to 4.3% for the comparable period in 1999.

The provision for loan losses made for the three months ended March 31, 1999 was
$15,000  as  compared  to no  provision  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.

Other losses were $11,000 for the three months ended March 31, 1999  compared to
$10,000 for the same period in 1998.  Other losses included 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 March 31, 1999 and 1998.

Salaries and employee  benefits  were  $267,000 for the three months ended March
31, 1999 compared to $218,000 for the 1998 period,  and increase of $49,000,  or
22.5%.  This increase was primarily due to  compensation  expense related to the
management recognition and retention plan that began effective on June 30, 1998.
Other expenses, consisting primarily of expenses related to service center fees,
advertising,  directors'  fees,  supervisory  examination  fees,  supplies,  and
postage  increased  approximately  $51,000 for three months ended March 31, 1999
compared  to the same  period  in 1998.  The  increase  in  other  expenses  was
primarily due to $35,000 of non-recurring expenses related to the Company's data
processing conversion during the first quarter of 1999.

Income tax expense decreased $75,000, or 24.4%, for the three months ended March
31, 1999 compared to the same period in 1998. The decrease 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 March 31, 1999
while there were 1.2 million of special  mention  loans at December 31, 1998. In
addition,  Union  Federal  had  $983,000  and  $840,000 of loans  classified  as
substandard at March 31, 1999 and December 31, 1998, respectively.  At March 31,
1999 and December 31, 1998,  no loans were  classified  as doubtful or loss.  At
March 31, 1999,  and December 31, 1998,  respectively,  $494,000 and $349,000 of
the substandard loans were non-accrual  loans. The allowance for loan losses was
$377,000  or .4% of loans at March 31,  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 March
31, 1999,  Union Federal had liquid assets of $5.0 million and a liquidity ratio
of 7.2%.

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).

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 $35,000 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 has also  contacted the  approximately  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.
The Company received responses from 29 of these companies  confirming that their
systems are Year 2000  compliant.  Follow up letters have been  delivered to the
parties  that did not respond to this initial  inquiry  and, in some cases,  the
Company has  contacted  them by  telephone  requesting  confirmation  that their
systems are Year 2000 compliant.  A deadline of May 1, 1999 has been established
for vendors to respond to this second  inquiry.  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 March 31, 1999, the Company had spent approximately
$5,000 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, by June 1, 1999,
their computer  systems are, or soon will be, Year 2000 compliant.  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

Presented below, as of March 31, 1999 and 1998, is an analysis  performed by the
OTS of Union  Federal's  interest  rate risk as  measured  by  changes  in Union
Federal's net portfolio value ("NPV") for instantaneous  and sustained  parallel
shifts in the yield curve, in 100 basis point increments,  up and down 300 basis
points.

                        March 31, 1999
                        --------------

                      Net Portfolio Value             NPV as % of PV of Assets
   Changes
  In Rates  $ Amount      $ Change      % Change    NPV Ratio    Change
  --------  --------      ---------     --------    ---------    ------
+300 bp      24,988        -8,461       -25%         24.05%       -548 bp
+200 bp      28,053        -5,395       -16%         26.15%       -338 bp
+100 bp      30,920        -2,528        -8%         28.00%       -153 bp
   0 bp      33,448                                  29.53%    
-100 bp      35,528         2,079         6%         30.72%       +119 bp
-200 bp      37,460         4,012        12%         31.78%       +225 bp
-300 bp      39,575         6,126        18%         32.90%       +337 bp
                                                             
                                                  
                                                  
                                              


                           March 31, 1998
                           --------------

                         Net Portfolio Value           NPV as % of PV of Assets
   Changes
  In Rates  $ Amount         $ Change         % Change    NPV Ratio    Change
  --------  --------         ---------        --------    ---------    ------
+300 bp      27,251           -7,190            -21%       26.46%     -460 bp
+200 bp      29,801           -4,640            -13%       28.07%     -289 bp
+100 bp      32,253           -2,188             -6%       29.63%     -133 bp
   0 bp      34,441                                        30.96%
-100 bp      35,991            1,550              5%       31.85%      +89 bp
-200 bp      36,727            2,287              7%       32.23%     +127 bp
-300 bp      37,501            3,060              9%       32.63%     +167 bp
                                                         
                                                       



The  analysis  at March 31,  1999  indicates  that there  have been no  material
changes in market  interest  rates or in the Company's  interest rate  sensitive
instruments  which  would cause a material  change in the market risk  exposures
which affect the  quantitative  and qualitative risk disclosures as presented in
Item 7A of the  Company's  Annual  Report  on Form  10-K  for the  period  ended
December 31, 1998.



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 March 31, 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:         May 13, 1999                   By: /s/ Joseph E. Timmons
              ------------                   -------------------------

                                                       Joseph E. Timmons
                                                       President and
                                                       Chief Executive Officer

Date:         May 13, 1999                   By: /s/ Denise E. Swearingen
              ------------                   ----------------------------

                                                       Denise E. Swearingen
                                                       Treasurer