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, 2004

                                       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 [ ]

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The  number of shares of the  Registrant's  common  stock,  without  par  value,
outstanding as of September 30, 2004 was 1,935,000.

<PAGE>

                             Union Community Bancorp
                                    Form 10-Q

                                      Index



                                                                        Page No.

FORWARD LOOKING STATEMENT                                                      3

PART I.  FINANCIAL INFORMATION                                                 4

Item 1.  Financial Statements                                                  4

           Consolidated Condensed Balance Sheets                               4

           Consolidated Condensed Statements of Income                         5

           Consolidated Condensed Statement of Shareholders' Equity            6

           Consolidated Condensed Statements of Cash Flows                     7

           Notes to Unaudited Consolidated Condensed Financial Statements      8

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                            11

Item 3.  Quantitative and Qualitative Disclosures about Market Risk           16

Item 4.  Controls and Procedures                                              16



PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                    17

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds          17

Item 3.  Defaults Upon Senior Securities                                      18

Item 4.  Submission of Matters to a Vote of Security Holders                  18

Item 5.  Other Information                                                    18

Item 6.  Exhibits                                                             18

SIGNATURES                                                                    19

EXHIBITS





                                       2
<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.







                                       3
<PAGE>
<TABLE>
<CAPTION>


PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                                           UNION COMMUNITY BANCORP AND SUBSIDIARY
                                           Consolidated Condensed Balance Sheets
                                                                                       September 30,            December 31,
                                                                                           2004                     2003
                                                                                  ------------------------ -------------------------
                                                                                        (Unaudited)
<S>                                                                               <C>                      <C>
  Assets
       Cash                                                                       $          841,515       $         784,673
       Interest-bearing demand deposits                                                    8,774,526              11,103,669
                                                                                  ------------------------ -------------------------
           Cash and cash equivalents                                                       9,616,041              11,888,342
       Interest-bearing deposits                                                           2,131,122                 150,239
       Investment securities
              Available for sale                                                           5,002,020               5,908,437
              Held to maturity                                                               205,185                 493,801
                                                                                  ------------------------ -------------------------
                       Total investment securities                                         5,207,205               6,402,238
       Loans, net of allowance for loan losses of $1,083,514 and $1,221,000              219,597,916             221,230,152
       Premises and equipment                                                              4,257,385               4,627,766
       Federal Home Loan Bank stock                                                        3,681,400               3,556,100
       Investment in limited partnership                                                   2,215,109               2,215,109
       Foreclosed assets and real estate held for development, net                         1,467,745               1,347,824
       Goodwill                                                                            2,392,808               2,392,808
       Interest receivable                                                                 1,117,660               1,128,342
       Cash value life insurance                                                           5,337,349               5,149,394
       Other assets                                                                          731,392               1,488,457
                                                                                  ------------------------ -------------------------

           Total assets                                                               $  257,753,132          $  261,576,771
                                                                                  ======================== =========================

  Liabilities
       Deposits
           Noninterest-bearing                                                     $       3,706,548        $      3,929,724
           Interest-bearing                                                              184,930,077             186,262,428
                                                                                  ------------------------ -------------------------
                Total deposits                                                           188,636,625             190,192,152
       Federal Home Loan Bank advances                                                    33,532,652              33,946,109
       Interest payable                                                                      566,591                 572,487
       Other liabilities                                                                   1,764,557               1,336,501
                                                                                  ------------------------ -------------------------
           Total liabilities                                                             224,500,425             226,047,249
                                                                                  ------------------------ -------------------------
  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 - 1,935,000 and 2,100,000 shares                        20,703,764              22,395,104
       Retained earnings                                                                  14,234,613              14,984,757
       Accumulated other comprehensive loss                                                  (28,976)               (55,295)
       Unearned employee stock ownership plan (ESOP) shares                               (1,159,832)            (1,228,998)
       Unearned recognition and retention plan (RRP) shares                                 (496,862)              (566,046)
                                                                                  ------------------------ -------------------------
           Total shareholders' equity                                                     33,252,707              35,529,522
                                                                                  ------------------------ -------------------------

           Total liabilities and shareholders' equity                                $   257,753,132          $  261,576,771
                                                                                  ======================== =========================

  See notes to consolidated condensed financial statements.


</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>

                                             UNION COMMUNITY BANCORP AND SUBSIDIARY
                                           Consolidated Condensed Statements of Income
                                                          (Unaudited)

                                                                    Three Months Ended                    Nine Months Ended
                                                                       September 30                         September 30
                                                           ------------------ ------------------- ----------------- ----------------
                                                                  2004               2003               2004              2003
                                                           ------------------ ------------------- ----------------- ----------------
<S>                                                           <C>                <C>                  <C>               <C>
  Interest and Dividend Income
       Loans                                                  $  3,311,308       $  3,658,487         $10,190,544       $11,404,119
       Investment securities                                        34,939             59,989              96,447           139,560
       Dividends on Federal Home Loan Bank stock                    40,632             40,112             122,475           131,589
       Deposits with financial institutions                         40,103             64,301             104,928           326,287
                                                           ------------------ ------------------- ----------------- ----------------
           Total interest and dividend income                    3,446,982          3,822,889          10,514,394        12,001,555
                                                           ------------------ ------------------- ----------------- ----------------

  Interest Expense
       Deposits                                                  1,147,832          1,201,281           3,454,213         3,998,035
       Federal Home Loan Bank advances                             423,918            468,063           1,264,278         1,377,191
                                                           ------------------ ------------------- ----------------- ----------------
           Total interest expense                                1,571,750          1,669,344           4,718,491         5,375,226
                                                           ------------------ ------------------- ----------------- ----------------

  Net Interest Income                                            1,875,232          2,153,545           5,795,903         6,626,329
       Provision for loan losses                                    60,000            118,431             172,818           178,431
                                                           ------------------ ------------------- ----------------- ----------------
  Net Interest Income After Provision for Loan Losses            1,815,232          2,035,114           5,623,085         6,447,898
                                                           ------------------ ------------------- ----------------- ----------------

  Other Income
       Service charges on deposit accounts                          72,466             36,758             178,549           107,841
       Equity in income of limited partnerships                        ---                ---                 ---            10,000
       Other income                                                126,498             95,794             364,259           168,089
                                                           ------------------ ------------------- ----------------- ----------------
           Total other income                                      198,964            132,552             542,808           285,930
                                                           ------------------ ------------------- ----------------- ----------------

  Other Expenses
       Salaries and employee benefits                              758,784            563,792           2,317,915         2,043,147
       Net occupancy expenses                                       79,931             73,526             235,468           220,183
       Equipment expenses                                           79,742             80,604             251,650           238,797
       Legal and professional fees                                  82,548             66,768             275,080           240,844
       Data processing fees                                        108,781             93,924             317,215           298,161
       Other expenses                                              246,107            286,770             928,044           861,066
                                                           ------------------ ------------------- ----------------- ----------------
           Total other expenses                                  1,355,893          1,165,384           4,325,372         3,902,198
                                                           ------------------ ------------------- ----------------- ----------------

  Income Before Income Tax                                         658,303          1,002,282           1,840,521         2,831,630
       Income tax expense                                          207,400            334,300             538,000           967,800
                                                           ------------------ ------------------- ----------------- ----------------

  Net Income                                                 $     450,903      $     667,982         $ 1,302,521      $  1,863,830
                                                           ================== =================== ================= ================

  Basic Earnings per Share                                          $  .25             $  .35              $  .69            $  .93
  Diluted Earnings per Share                                           .24                .34                 .68               .92
  Dividends per Share                                                  .15                .15                 .45               .45


  See notes to consolidated condensed financial statements.



                                       5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                       UNION COMMUNITY BANCORP AND SUBSIDIARY
                               Consolidated Condensed Statement of Shareholders' Equity
                                     For the Nine Months Ended September 30, 2004
                                                      (Unaudited)


                                  Common Stock                                 Accumulated
                             -----------------------                              Other       Unearned
                               Shares                Comprehensive  Retained   Comprehensive    ESOP        Unearned
                             Outstanding   Amount       Income      Earnings       Loss        Shares     Compensation     Total
                             ----------- ----------- -------------- ---------- ------------- ------------ ------------- -----------
<S>               <C>         <C>        <C>                        <C>         <C>          <C>           <C>          <C>
Balances, January 1, 2004     2,100,000  $ 22,395,104               $14,984,757 $(55,295)    $(1,228,998)  $(566,046)   $35,529,522
Comprehensive income
  Net income for the period                            $1,302,521     1,302,521                                           1,302,521
    Other comprehensive
      income, net of tax
       Unrealized gains on
          securities                                       26,319                 26,319                                     26,319
                                                       ------------
  Comprehensive income                                 $1,328,840
                                                       ============
  Cash dividends ($.45 per                                             (848,145)                                           (848,145)
    share)
  Purchase of common stock     (165,000)   (1,751,784)               (1,204,520)                                         (2,956,304)
  Amortization of unearned
    compensation expense                        9,257                                                         69,184         78,441
  ESOP shares earned                           51,187                                             69,166                    120,353
                             ----------- -------------              ----------- ------------ ------------ ------------- -----------
Balances, September 30, 2004  1,935,000   $20,703,764               $14,234,613 $(28,976)    $(1,159,832)  $(496,862)   $33,252,707
                             =========== =============              =========== ============ ============ ============= ===========



See notes to consolidated condensed financial statements.









                                       6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                          UNION COMMUNITY BANCORP AND SUBSIDIARY
                                     Consolidated Condensed Statements of Cash Flows
                                                      (Unaudited)
                                                                                                   Nine Months Ended
                                                                                                     September 30,
                                                                                              ---------------- ---------------
                                                                                                   2004             2003
                                                                                              ---------------- ---------------
<S>                                                                                            <C>              <C>
  Operating Activities
       Net income                                                                              $  1,302,521     $  1,863,830
       Adjustments to reconcile net income to net cash provided by operating activities
         Provision for loan losses                                                                  172,818          178,431
         Depreciation and amortization                                                              268,872          241,847
         Investment securities accretion, net                                                          (350)            (647)
         Loss on sale of real estate owned                                                           89,539           10,196
         Gain on sale of premises and equipment                                                     (22,746)             ---
         Equity in losses of limited partnerships                                                       ---          (10,000)
         Amortization of purchase accounting adjustments                                             28,001         (254,534)
         Amortization of unearned compensation expense                                               78,441          106,230
         ESOP shares earned                                                                         120,353          118,181
         Net change in:
           Interest receivable                                                                       10,682           14,233
           Interest payable                                                                          (5,896)        (123,941)
         Other adjustments                                                                          399,072       (4,794,667)
                                                                                              ---------------- ---------------
                Net cash provided by (used in) operating activities                               2,441,307       (2,650,841)
                                                                                              ---------------- ---------------
  Investing Activities
       Net change in interest-bearing deposits                                                   (1,980,883)             ---
       Investment securities
           Purchase of investment securities available for sale                                     (50,000)      (9,000,000)
           Proceeds from sales of investment securities available for sale                        1,000,000        3,000,000
           Proceeds from maturities of securities held to maturity and paydowns of
                mortgage-backed securities                                                          288,966        1,062,653
       Investment in limited partnership                                                                ---       (1,400,000)
       Net changes in loans                                                                        (849,400)      (5,860,787)
       Additions to real estate owned                                                                (3,477)        (134,134)
       Proceeds from real estate sales                                                            2,035,465          565,923
       Purchases of property and equipment                                                         (120,738)      (1,484,024)
       Proceeds from sale of property and equipment                                                 264,130              ---
       Other investing activities                                                                       ---          (95,881)
                                                                                              ---------------- ---------------
                Net cash provided by (used in) investing activities                                 584,063      (13,346,250)
                                                                                              ---------------- ---------------
  Financing Activities
       Net change in
         Interest-bearing demand and savings deposits                                            (8,847,061)      13,217,963
         Certificates of deposit                                                                  7,291,534      (11,487,257)
       Proceeds from borrowings                                                                         ---        1,400,000
       Repayment of borrowings                                                                     (333,488)      (3,317,890)
       Cash dividends                                                                              (848,145)        (912,146)
       Repurchase of common stock                                                                (2,956,304)      (3,000,300)
       Net change in advances by borrowers for taxes and insurance                                  395,793          587,357
                                                                                              ---------------- ---------------
                Net cash used in financing activities                                            (5,297,671)      (3,512,273)
                                                                                              ---------------- ---------------

  Net Change in Cash and Cash Equivalents                                                        (2,272,301)     (19,509,364)

  Cash and Cash Equivalents, Beginning of Period                                                 11,888,342       36,586,187
                                                                                              ---------------- ---------------

  Cash and Cash Equivalents, End of Period                                                     $  9,616,041    $  17,076,823
                                                                                              ================ ===============
  Additional Cash Flows Information
       Interest paid                                                                           $  4,724,387    $   5,499,167
       Income tax paid                                                                              415,583          915,230
       Loans transferred to foreclosed real estate                                                2,260,585          176,114

  See notes to consolidated condensed financial statements.


                                       7
</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, an Indiana corporation (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, 2003 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, 2004, and for the
three and nine months ended  September 30, 2004 and 2003,  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.  The  results  of  operations  for the  nine-month  period  ended
September 30, 2004, are not  necessarily  indicative of the results which may be
expected for the entire year. The  consolidated  condensed  balance sheet of the
Company as of December 31, 2003 has been  derived from the audited  consolidated
balance sheet of the Company as of that date.


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.




                                       8
<PAGE>
<TABLE>
<CAPTION>
                                              Three Months Ended                            Three Months Ended
                                              September 30, 2004                            September 30, 2003
                                              ------------------                            ------------------
                                                   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                        $450,903    1,819,752         $ .25          $667,982   1,933,290          $ .35
                                                                  ===========                                =============

Effect of dilutive RRP awards
and stock options                                      30,198                                      20,930
                                   -------------- ---------------                 ------------ -------------

Diluted earnings per share
   Income available to common
    shareholders and assumed
    conversions                        $ 450,903    1,849,950         $ .24         $ 667,982   1,954,220          $ .34
                                   ============== =============== ===========     ============ ============= =============





                                               Nine Months Ended                             Nine Months Ended
                                              September 30, 2004                             September 30, 2003
                                              ------------------                             ------------------
                                                   Weighted                                       Weighted
                                                    Average        Per Share                      Average      Per Share
                                      Income        Shares           Amount          Income        Shares        Amount
                                      ------        ------           ------          ------        ------        ------
Basic earnings per share
   Income available to common
    shareholders                     $ 1,302,521    1,878,687         $ .69        $ 1,863,830   1,998,826          $ .93
                                                                  ===========                                 =============

Effect of dilutive RRP awards
and stock options                                      29,849                                       19,897
                                   -------------- ---------------                 ------------- -------------

Diluted earnings per share
   Income available to common
    shareholders and assumed
    conversions                      $ 1,302,521    1,908,687         $ .68        $ 1,863,830   2,018,723          $ .92
                                   ============== =============== ===========     ============= ============= =============


</TABLE>



                                       9
<PAGE>

Note 3: Stock Options

The Company has a stock-based  employee  compensation  plan,  which is described
more fully in the Notes to  Financial  Statements  included in the  December 31,
2003 Annual Report to shareholders. The Company accounts for this plan under the
recognition  and  measurement  principles of APB Opinion No. 25,  Accounting for
Stock Issued to Employees, and related interpretations.  No stock-based employee
compensation  cost is reflected in net income,  as all options granted under the
plan had an exercise  price equal to the market value of the  underlying  common
stock on the grant  date.  The  following  table  illustrates  the effect on net
income  and  earnings  per  share if the  Company  had  applied  the fair  value
provisions  of  Statement of Financial  Accounting  Standards  ("SFAS") No. 123,
Accounting for Stock-Based Compensation, to stock-based employee compensation.

<TABLE>
<CAPTION>

                                                                           Three Months Ended        Three Months Ended
                                                                           September 30, 2004        September 30, 2003
                                                                        -----------------------------------------------------
<S>                                                                             <C>                        <C>
            Net income, as reported                                             $450,903                   $667,982
            Less:  Total stock-based employee compensation cost
               determined under the fair value based method, net of
               income taxes                                                        5,133                      9,133
                                                                        -----------------------------------------------------

            Pro forma net income                                                $445,770                   $658,849

                                                                        =====================================================

            Earnings per share:
                Basic - as reported                                             $    .25                   $    .35
                Basic - pro forma                                               $    .24                   $    .34
                Diluted - as reported                                           $    .24                   $    .34
                Diluted - pro forma                                             $    .24                   $    .34






                                                                           Nine Months Ended         Nine Months Ended
                                                                           September 30, 2004        September 30, 2003
                                                                        -----------------------------------------------------

                                                                              $1,302,521                 $1,863,830
            Net income, as reported
            Less:  Total stock-based employee compensation cost
               determined under the fair value based method, net of
               income taxes                                                       15,400                     27,400
                                                                        -----------------------------------------------------

                                                                              $1,287,121                 $1,836,430
            Pro forma net income
                                                                        =====================================================

            Earnings per share:
                Basic - as reported                                           $      .69                 $      .93
                Basic - pro forma                                             $      .69                 $      .92
                Diluted - as reported                                         $      .68                 $      .92
                Diluted - pro forma                                           $      .67                 $      .91




                                       10
</TABLE>
<PAGE>

Note 4: Reclassifications

Certain  reclassifications  have  been made to the 2003  consolidated  condensed
financial statements to conform to the September 30, 2004 presentation.


Note 5: Repurchase of Common Stock

The Company, from time to time, repurchases common stock on the open market. The
following table  represents the repurchases for the three months ended September
30, 2004.

                     Number of Shares   Remaining Total   Average Price
Date of Repurchase     Repurchased        Outstanding       Per Share      Name*
------------------     -----------        -----------       ---------      -----
    07/21/2004             5,000            1,983,000         $17.90        N/A
    09/03/2004            35,000            1,948,000         $18.07        N/A
    09/22/2004            13,000            1,935,000         $18.20        N/A

*  For Repurchase from Insiders or Related Parties


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

General

The Company was  organized in September  1997. On December 29, 1997, it acquired
the common stock of Union  Federal upon the  conversion  of Union Federal from a
federal mutual savings and loan  association to a federal stock savings and loan
association.    The   Company   acquired   Montgomery   Financial    Corporation
("Montgomery")  in a  transaction  that  closed  on  January  2,  2002.  In  the
transaction,  Montgomery  was merged with and into the Company,  and  Montgomery
Savings,  a federally  chartered thrift, was merged with and into Union Federal.
Following  the merger,  MSA Service  Corp ("MSA")  became a subsidiary  of Union
Federal.

Union Federal was organized as a state-chartered savings and loan association in
1913.  Union  Federal  conducts  its  business  from its main office  located in
Crawfordsville,  Indiana.  In addition,  Union Federal has two branch offices in
Crawfordsville  and branch  offices in Covington,  Williamsport  and  Lafayette,
Indiana.  Four of the above  mentioned  branch  offices were added in connection
with the acquisition of Montgomery.

Union Federal offers a variety of lending,  deposit and other financial services
to its retail and  commercial  customers.  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 of
the Federal  Deposit  Insurance  Corporation.  Union Federal  offers a number of
financial  services,  which include:  (i)  residential  real estate loans;  (ii)
multi-family loans; (iii) commercial real estate loans; (iv) construction loans;
(v) home improvement loans and consumer loans, including single-pay loans, loans
secured by deposits,  installment  loans and commercial loans; (vi) money market
demand accounts;  (vii) passbook savings  accounts;  and (viii)  certificates of
deposit.



                                       11
<PAGE>


Union Federal  previously  owned two  subsidiaries,  UFS Service Corp.  ("UFS"),
whose  sole  asset was its  investment  in  Pedcor  Investments  1993-XVI,  L.P.
("Pedcor") and MSA, which is a real estate  management and development  company.
Pedcor 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,  which  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.  MSA owned a tract of land in
Crawfordsville, Indiana, which was being developed for the construction of seven
condominium  units.  Union Federal's  investment in MSA was previously  excluded
from its  calculation of regulatory  capital.  The assets and liabilities of UFS
were transferred to Union Federal during the quarter ended June 30, 2004 and UFS
Service  Corp.  was  dissolved.  Also during the second  quarter of 2004 the MSA
condominium  development  was  completed  and the  remaining  assets of MSA were
transferred to Union Federal and the corporation was dissolved.

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.


Critical Accounting Policies

Note 1 to the  consolidated  financial  statements  contains  a  summary  of the
Company's  significant  accounting  policies presented on pages 24 through 26 of
the Annual Report to  Shareholders  for the year ended December 31, 2003,  which
was filed on Form 10-K with the  Commission on March 29, 2004.  Certain of these
policies are important to the portrayal of the  Company's  financial  condition,
since  they  require  management  to  make  difficult,   complex  or  subjective
judgments,  some of which may relate to matters that are  inherently  uncertain.
Management  believes that its critical  accounting  policies include determining
the allowance for loan losses,  the valuation of the foreclosed  assets and real
estate held for development, and the valuation of intangible assets.


Allowance for loan losses

The allowance for loan losses is a significant estimate that can and does change
based on management's  assumptions about specific  borrowers and current general
economic and business  conditions,  among other factors.  Management reviews the
adequacy of the  allowance  for loan losses at least on a quarterly  basis.  The
evaluation includes a review of payment performance,  adequacy of collateral and
financial condition of all major borrowers.  A review of all nonperforming loans
and  other  identified  problem  loans  is  performed  and  the  probability  of
collecting all amounts due thereunder is determined. In addition, changes in the
composition of the loan  portfolio,  the total  outstanding  loans and past loss
experience  are reviewed to determine  the  adequacy of the  allowance  for loan
losses. Current economic and market conditions and potential negative changes to
economic  conditions  are also  reviewed in  determining  possible  loan losses.
Although it is the intent of  management  to fully  evaluate  and  estimate  the
potential effects of economic and market  conditions,  changes in the conditions
are susceptible to significant  changes beyond those  projected.  A worsening or
protracted economic decline beyond  management's  projections would increase the
likelihood of additional losses due to the additional credit and market risk and
could create the need for additional loss reserves.



                                       12
<PAGE>


Foreclosed assets and real estate held for development

Foreclosed  assets and real estate held for development are carried at the lower
of cost or fair value less  estimated  selling costs.  Management  estimates the
fair value of the properties based on current appraisal information.  Reviews of
estimated  fair  value  are  performed  on at least an  annual  basis.  Economic
environment,  market  conditions  and the real  estate  market  are  continually
monitored and  decreases in the carried  value are written down through  current
operations when any of these factors  indicate a decrease to the market value of
the assets.  Future worsening or protracted economic conditions and a decline in
the real estate  market would  increase the  likelihood of a decline in property
values and could create the need for future write downs of the properties held.


Intangible assets

Management  periodically  assesses  the  impairment  of  its  goodwill  and  the
recoverability of its core deposit intangible.  Impairment is the condition that
exists when the carrying  amount of goodwill  exceeds its implied fair value. If
actual external conditions and future operating results differ from management's
judgments,  impairment and/or increased amortization charges may be necessary to
reduce the carrying value of these assets to the appropriate  value. A review of
the fair  value  of the  Company's  goodwill  and core  deposit  intangible  was
performed as of September  30, 2004 and it was  management's  opinion that there
was no impairment to these intangible assets as of the date of the review.


Financial Condition

Total assets  decreased $3.8 million to $257.8 million from December 31, 2003 to
September 30, 2004. Net loans  decreased $1.6 to $219.6 million at September 30,
2004. Cash and cash equivalents decreased $2.3 million from December 31, 2003 to
September  30,  2004.  Interest-bearing  deposits  increased  $2.0  million from
$150,000 at December  31,  2003 to $2.1  million at  September  30,  2004.  This
increase  was  primarily  due to the  decrease  in cash  and  cash  equivalents.
Investment  securities  decreased from $6.4 million at December 31, 2003 to $5.2
million at September 30, 2004. Premises and equipment decreased $370,000 to $4.3
million at September 30, 2004  primarily  due to the sale of an office  building
previously used as Montgomery's  home office.  In connection with the Montgomery
acquisition,  the  balance of goodwill  and core  deposit  intangibles  are $2.4
million and $338,000 respectively.  Goodwill is reviewed annually for impairment
and core deposit  intangibles are being  amortized.  Deposits  decreased by $1.6
million to $188.6  million and borrowed funds  decreased by $413,000  during the
first nine months of 2004.

Shareholders'  equity  decreased  $2.3 million to $33.3 million at September 30,
2004.  The decrease was primarily due to repurchase of 165,000  shares of common
stock at a total cost of $3.0  million,  or an average cost of $17.92 per share,
and the payment of cash dividends in the amount of $848,000  partially offset by
net income of $1.3  million,  Employee  Stock  Ownership  Plan shares  earned of
$120,000 and unearned compensation amortization of $78,000.


Comparison  of Operating  Results for the Three Months Ended  September 30, 2004
and 2003

Net income decreased $217,000 from $668,000 for the three months ended September
30, 2003 to $451,000 for the three months ended  September 30, 2004.  The return
on  average  assets  for the three  months  ended  September  30,  2004 was .70%
compared to .99% for the comparable period in 2003. The return on average equity
for the three months ended  September  30, 2004 was 5.31%  compared to 7.59% for
the comparable period in 2003.



                                       13
<PAGE>

For the three months ended September 30, 2004,  interest income was $3.4 million
as compared to $3.8  million for the three  months  ended  September  30,  2003.
Interest  income  decreased  primarily  due  to  a  decrease  in  the  yield  on
interest-earning  assets from 6.02%  during the 2003 period to 5.68%  during the
2004 period and a decrease in average interest-earning asset from $254.1 million
at September  30, 2003 to $242.6  million at September  30, 2004.  For the three
months ended September 30, 2004,  interest  expense was $1.6 million as compared
to $1.7 million for the three months ended September 30, 2003.  Interest expense
decreased   primarily  due  to  a  decrease  in  the  cost  of  interest-bearing
liabilities  from 2.91%  during the 2003 period to 2.86%  during the 2004 period
and a decrease in average  interest-bearing  liabilities  from $229.6 million at
September  30, 2003 to $220.1  million at September  30, 2004.  Amortization  of
purchase  accounting  adjustments also impacted interest expense during the 2003
and 2004 periods.  The amortization of purchase  accounting  adjustments reduced
interest  expense by $27,000  in the 2004  period  compared  to a  reduction  of
$126,000 for the 2003 period.

The provision for loan losses for the three months ended  September 30, 2004 was
$60,000 as compared to $118,000 for the  comparable  period in 2003. A review is
performed  quarterly  to determine  the  adequacy of the current  balance in the
allowance for loan losses.

Total other income  increased  $66,000 from  $133,000 for the three months ended
September 30, 2003 to $199,000 for the 2004 comparable period. This increase was
primarily due to an increase in service charges on deposit accounts from $35,000
for the three  months  ended  September  30,  2003 to $72,000 for the 2004 three
month period.  Total other expenses  increased  $191,000 from $1,165,000 for the
three months ended September 30, 2003 to $1,356,000 for the comparable period in
2004.  This  increase  was  primarily  due to a $195,000  increase in salary and
employee  benefits  during the 2004 three month  period.  The $195,000  increase
consisted  of an  increase  in  employee  salaries  of $96,000 due to changes in
staffing,  a $19,000  increase in expense to amortize  recognition and retention
plan grants, a $20,000 increase in employee insurance expense and an increase of
$60,000 for the expense  adjustment  in connection  with FASB 91 deferred  costs
amortization as compared to the 2003 three-month period.  Legal and professional
fees increased  $16,000 and data processing  expense  increased  $15,000 for the
2004 period compared to the 2003 period.  Other noninterest  expenses  decreased
$41,000 primarily due to a net gain on the sale of repossessed real estate owned
of  $54,000  being  partially  offset by  expenses  related  to the costs of new
services being offered.


Comparison of Operating Results for the Nine Months Ended September 30, 2004 and
2003

Net  income  decreased  $561,000  from  $1,864,000  for the  nine  months  ended
September 30, 2003 to $1,303,000  for the nine months ended  September 30, 2004.
The return on average  assets for the nine months ended  September  30, 2004 was
..66% compared to .90% for the  comparable  period in 2003. The return on average
equity for the nine months ended  September 30, 2004 was 4.96% compared to 6.83%
for the comparable nine-month period in 2003.

For the nine months ended June 30, 2004,  interest  income was $10.5  million as
compared to $12.0 million for the nine months ended September 30, 2003. Interest
income  decreased  primarily due to a decrease in the yield on  interest-earning
assets from 6.11%  during the 2003 period to 5.73%  during the 2004 period and a
decrease in average  interest-earning asset from $261.7 million at September 30,
2003 to  $244.7  million  at  September  30,  2004.  For the nine  months  ended
September  30,  2004,  interest  expense  was $4.7  million as  compared to $5.4
million for the nine months ended September 30, 2003. Interest expense decreased
primarily  due to a decrease in the cost of  interest-bearing  liabilities  from
3.08%  during the 2003 period to 2.84%  during the 2004 period and a decrease in
average  interest-bearing  liabilities from $233.0 million at September 30, 2003
to $221.4  million at September 30, 2004.  Amortization  of purchase  accounting
adjustments also impacted interest expense during the 2003 and 2004 periods. The
amortization of purchase  accounting  adjustments  reduced  interest  expense by
$80,000 in the 2004  period  compared to a  reduction  of $377,000  for the 2003
period.



                                       14
<PAGE>

The provision  for loan losses for the  nine-month  period ending  September 30,
2004 was $173,000  compared to a provision of $178,000 for the  comparable  2003
period. A review is performed quarterly to determine the adequacy of the current
balance in the allowance for loan losses.

Total other income  increased  $257,000  from $286,000 for the nine months ended
September 30, 2003 to $543,000 for the 2004 comparable period. This increase was
primarily  due to an increase in service  charges on deposit  account of $71,000
and an  increase  in income on bank owned life  insurance  of  $102,000  for the
comparable  periods.  Total other expenses  increased $423,000 from $3.9 million
for the nine months ended  September 30, 2003 to $4.3 million for the comparable
period in 2004.  Salaries and employee related expense  increased  $275,000 with
$48,000 being due to increased  employee  insurance costs and $60,000 due to the
expense  adjustment in connection  with FASB 91 deferred costs  amortization  as
compared to the 2003 nine month period with the balance  being  primarily due to
an increase in staffing.  Other noninterest  expenses increased primarily due to
the cost and growth of additional services being offered.


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.
At  September  30, 2004 Union  Federal had $3.3 million in  classified  loans as
compared to $5.7 million at December 31,  2003.  Union  Federal had $353,000 and
$1.7 million in loans classified as special mention as of September 30, 2004 and
December 31, 2003 respectively.  In addition, Union Federal had $2.6 million and
$3.2  million of loans  classified  as  substandard  at  September  30, 2004 and
December  31,  2003,  respectively.  At  September  30,  2004 Union  Federal had
$325,000 of loans  classified  as doubtful  compared to $781,000  classified  as
doubtful at December 31, 2003. No loans were classified as loss at either period
end. At September 30, 2004,  and December 31, 2003,  respectively,  $2.9 million
and $3.6 million of the substandard and doubtful loans were  non-accrual  loans.
The allowance  for loan losses was  $1,084,000 or .49% of loans at September 30,
2004 as compared to $1,221,000 or .55% of loans at December 31, 2003.


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,  2004,  Union  Federal had liquid  assets of $11.9  million and a
liquidity ratio of 5.3%.


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.



                                       15
<PAGE>

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Presented  below,  as of June 30, 2004 and 2003,  is the most  recent  available
analyses  performed by the OTS of Union Federal's interest rate risk as measured
by changes in net  portfolio  value  ("NPV")  for  instantaneous  and  sustained
parallel shifts in the yield curve, in 100 basis point increments.

Union Federal:

                         At June 30, 2004                At June 30, 2003
                         ----------------                ----------------
Changes In Rates $ Change in NPV % Change in NPV $ Change in NPV % Change in NPV
---------------- --------------- --------------- --------------- ---------------
    +300 bp        $(13,152)           (35)%      $ (9,416)          (24)%
    +200 bp          (8,353)           (22)         (5,313)          (14)
    +100 bp          (3,829)           (10)         (1,703)           (4)
       0 bp               0              0               0             0
    -100 bp           1,284              3            (747)           (2)

Management  believes  that at  September  30,  2004 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 on
pages 17-18 of the  Company's  Annual  Report on Form 10-K for the period  ended
December 31, 2003.


Item 4.  Controls and Procedures

(a)  Evaluation  of disclosure  controls and  procedures.  The  Company's  chief
executive   officer  and  chief   financial   officer,   after   evaluating  the
effectiveness of the Company's disclosure controls and procedures (as defined in
Sections  13a-15(e)  and  15d-15(e)  of the  regulations  promulgated  under the
Securities  Exchange Act of 1934, as amended),  as of the end of the most recent
fiscal quarter covered by this quarterly  report (the "Evaluation  Date"),  have
concluded that as of the Evaluation Date, the Company's  disclosure controls and
procedures  were adequate and are designed to ensure that  material  information
relating to the Company  would be made known to such  officers by others  within
the Company on a timely basis.

(b)  Changes in  internal  controls.  There were no  significant  changes in the
Company's  internal  control over financial  reporting  identified in connection
with the Company's  evaluation  of controls  that occurred  during the Company's
last fiscal quarter that has  materially  affected,  or is reasonably  likely to
materially affect, the Company's internal control over financial reporting.


                                       16
<PAGE>

PART II.   OTHER INFORMATION

Item 1. Legal Proceedings

          None.


<TABLE>
<CAPTION>

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

          Purchases of common  stock made by or on behalf of the Company  during
          the three months ended September 30, 2004 are set forth below:

                                                                               Total Number of       Maximum Number (or
                                                                              Shares (or Units)      Approximate Dollar
                                        Total Number of      Average Price    Purchased as Part     Value) of Shares (or
                          Period       Shares (or Units)     Paid Per Share      of Publicly       Units) that May Yet Be
                                         Purchased (1)         (or Unit)       Announced Plans      Purchased Under the
                                                                               or Programs (2)       Plans or Programs
<S>           <C>  <C>     <C>  <C>              <C>             <C>                   <C>                 <C>

              July, 2004
                (7/1/04 thru 7/31/04)              5,000           $17.90                117,000             83,000

              August, 2004
                (8/1/04 thru 8/31/04)               ----             ----                   ----               ----

              September, 2004
                (9/1/04 thru 9/30/04)             48,000           $18.11                165,000             35,000
                                                  ------           ------                -------             ------

                            Total                 53,000           $18.09                165,000             35,000
                                                  ======           ======                =======             ======

          (1)  During the periods reported above, there were no shares of Common
               Stock which were  repurchased by the Company other than through a
               publicly  announced  plan or program.

          (2)  On April 29,  2004,  the Company  announced  the  approval by the
               Board of Directors to repurchase,  from time to time, on the open
               market  up to  200,000  of the  Company's  outstanding  shares of
               common stock.



                                       17
</TABLE>
<PAGE>


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

           Exhibits

             31(1) Certification required by 17 C.F.R. ss. 240.13a-14(a)

             31(2) Certification required by 17 C.F.R. ss. 240.13a-14(a)

             32   Certification pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





                                       18
<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, 2004               By: /s/ Alan L. Grimble
                                           -------------------------------------
                                           Alan L. Grimble
                                           Chief Executive Officer


Date:  November 12, 2004               By: /s/ J. Lee Walden
                                           -------------------------------------
                                           J. Lee Walden
                                           Chief Financial Officer






                                       19