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, 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: 000-23543


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


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



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


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


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  report),  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

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 March 31, 2004 was 2,100,000.




<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.                                          9

Item 3.   Quantitative and Qualitative Disclosures about Market Risk         12

Item 4.   Controls and Procedures                                            12


PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings                                                  13
Item 2.   Changes in Securities, Use of Proceeds and Issuer Purchases
            of Equity Securities                                             13
Item 3.   Defaults Upon Senior Securities                                    13
Item 4.   Submission of Matters to a Vote of Security Holders                13
Item 5.   Other Information                                                  13
Item 6.   Exhibits and Reports on Form 8-K                                   13

SIGNATURES                                                                   14

CERTIFICATIONS                                                               15




                                       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

                                                                                         March 31,              December 31,
                                                                                           2004                     2003
                                                                                  ------------------------ -------------------------
                                                                                        (Unaudited)
  Assets
<S>                                                                               <C>                 <C>
       Cash                                                                       $    834,752        $        784,673
       Interest-bearing demand deposits                                             11,524,005              11,103,669
                                                                                  ------------------ -------------------------
           Cash and cash equivalents                                                12,358,757              11,888,342
       Interest-bearing deposits                                                     2,150,239                 150,239
       Investment securities
           Available for sale                                                        4,997,810               5,908,437
           Held to maturity                                                            315,533                 493,801
                                                                                  ------------------ -------------------------
                Total investment securities                                          5,313,343               6,402,238
       Loans, net of allowance for loan losses of $1,196,000 and $1,221,000        223,577,013             221,230,152
       Premises and equipment                                                        4,346,755               4,627,766
       Federal Home Loan Bank stock                                                  3,600,700               3,556,100
       Investment in limited partnership                                             2,215,109               2,215,109
       Foreclosed assets and real estate held for development, net                   1,323,737               1,347,824
       Goodwill                                                                      2,392,808               2,392,808
       Interest receivable                                                           1,147,161               1,128,342
       Cash value of life insurance                                                  5,213,420               5,149,394
       Other assets                                                                  1,268,365               1,488,457
                                                                                  ------------------ -------------------------

           Total assets                                                           $264,907,407          $  261,576,771
                                                                                  ================== =========================

  Liabilities
       Deposits
           Noninterest-bearing                                                    $  3,710,598        $      3,929,724
           Interest-bearing                                                        189,731,663             186,262,428
                                                                                  ------------------ -------------------------
                Total deposits                                                     193,442,261             190,192,152
       Borrowings                                                                   33,666,561              33,946,109
       Interest payable                                                                422,757                 572,487
       Other liabilities                                                             1,579,494               1,336,501
                                                                                  ------------------ -------------------------
           Total liabilities                                                       229,111,073             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 - 2,100,000 shares                                22,414,503              22,395,104
       Retained earnings                                                            15,131,802              14,984,757
       Accumulated other comprehensive loss                                             (1,322)               (55,295)
       Unearned employee stock ownership plan (ESOP) shares                         (1,205,664)            (1,228,998)
       Unearned recognition and retention plan (RRP) shares                           (542,985)              (566,046)
                                                                                  ------------------ -------------------------
           Total shareholders' equity                                               35,796,334              35,529,522
                                                                                  ------------------ -------------------------

           Total liabilities and shareholders' equity                             $264,907,407          $  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
                                                                                                         March 31
                                                                                          ------------------- -------------------
                                                                                                 2004                 2003
                                                                                          ------------------- -------------------
  Interest and Dividend Income
<S>                                                                                          <C>                 <C>
       Loans                                                                                 $  3,448,091        $  4,021,991
       Investment securities                                                                       35,827              31,823
       Dividends on Federal Home Loan Bank stock                                                   44,684              44,000
       Deposits with financial institutions                                                        25,748             128,657
                                                                                          ------------------- -------------------
           Total interest and dividend income                                                   3,554,350           4,226,471
                                                                                          ------------------- -------------------

  Interest Expense
       Deposits                                                                                 1,177,891           1,468,828
       Federal Home Loan Bank advances                                                            420,266             452,230
                                                                                          ------------------- -------------------
           Total interest expense                                                               1,598,157           1,921,058
                                                                                          ------------------- -------------------

  Net Interest Income                                                                           1,956,193           2,305,413
       Provision for loan losses                                                                  110,047              30,000
                                                                                          ------------------- -------------------
  Net Interest Income After Provision for Loan Losses                                           1,846,146           2,275,413
                                                                                          ------------------- -------------------

  Other Income
         Service charges on deposit accounts                                                       37,592              35,738
       Equity in gains of limited partnerships                                                        ---              10,000
       Other income                                                                               121,309              23,144
                                                                                          ------------------- -------------------
           Total other income                                                                     158,901              68,882
                                                                                          ------------------- -------------------

  Other Expenses
       Salaries and employee benefits                                                             746,153             720,284
       Net occupancy expenses                                                                      80,686              76,002
       Equipment expenses                                                                          90,231              79,887
       Legal and professional fees                                                                 95,627              85,525
       Data processing fees                                                                       101,190             101,250
       Other expenses                                                                             274,650             279,800
                                                                                          ------------------- -------------------
           Total other expenses                                                                 1,388,537           1,342,748
                                                                                          ------------------- -------------------

  Income Before Income Tax                                                                        616,510           1,001,547
       Income tax expense                                                                         172,900             356,682
                                                                                          ------------------- -------------------

  Net Income                                                                                  $   443,610         $   644,865
                                                                                          =================== ===================

  Basic Earnings per Share                                                                 $          .23     $           .31

  Diluted Earnings per Share                                                                          .23                 .31

  Dividends per Share                                                                                 .15                 .15

  See notes to consolidated condensed financial statements.
</TABLE>
                                        5


<PAGE>





                     UNION COMMUNITY BANCORP AND SUBSIDIARY
            Consolidated Condensed Statement of Shareholders' Equity
                    For the Three Months Ended March 31, 2004
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                               Accumulated
                                  Common Stock                                   Other        Unearned
                             -----------------------
                               Shares                Comprehensive  Retained   Comprehensive    ESOP       Unearned
                             Outstanding   Amount       Income      Earnings   Income(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                            $443,610        443,610                                              443,610
    Other comprehensive
     income, net of tax
     Unrealized gains on
     securities                                          53,973                    53,973                                    53,973
                                                      ------------
  Comprehensive income                                 $497,583
                                                      ============
  Cash dividends ($.15 per                                            (296,565)                                            (296,565)
share)
  Amortization of unearned
    compensation expense                       3,085                                                         23,061          26,146
  ESOP shares earned                          16,314                                             23,334                      39,648
                            ----------- -------------              ----------- ------------ ------------ ------------- -------------
Balances, March 31, 2004     2,100,000   $22,414,503               $15,131,802   $ (1,322)   (1,205,664)  $(542,985)    $35,796,334
                            =========== =============              =========== ============ ============ ============= =============

</TABLE>


See notes to consolidated condensed financial statements.



                                       6
<PAGE>

<TABLE>
<CAPTION>


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

                                                                                                  Three Months Ended
                                                                                                       March 31,
                                                                                              ---------------- ---------------
                                                                                                   2004             2003
                                                                                              ---------------- ---------------
  Operating Activities
<S>                                                                                           <C>                 <C>
       Net income                                                                             $     443,610       $  644,865
       Adjustments to reconcile net income to net cash provided by operating activities
         Provision for loan losses                                                                  110,047           30,000
         Depreciation and amortization                                                               93,158          106,188
         Investment securities accretion, net                                                          (116)            (216)
         Loss on sale of real estate owned                                                           43,333           18,435
         Gain on sale of premises and equipment                                                     (22,746)            ----
         Equity in losses (gains) of limited partnerships                                              ----          (10,000)
         Amortization of purchase accounting adjustments                                              9,334          (84,844)
         Amortization of unearned compensation expense                                               26,146           44,107
         ESOP shares earned                                                                          39,648           38,101
         Net change in:
           Interest receivable                                                                      (18,819)          58,375
           Interest payable                                                                        (149,730)        (165,920)
         Other adjustments                                                                          193,138          701,948
                                                                                              ---------------- ---------------
                Net cash provided by operating activities                                           767,003        1,381,039
                                                                                              ---------------- ---------------

  Investing Activities
       Net change in interest-bearing deposits                                                   (2,000,000)            ----
       Investment securities
           Purchase of investment securities available for sale                                        ----       (3,000,000)
           Proceeds from maturities and sales of investment securities available for sale         1,000,000             ----
           Proceeds from maturities of securities held to maturity and paydowns of mortgage-
                 backed securities                                                                  178,384          425,826
       Net changes in loans                                                                      (2,684,852)       5,211,813
       Additions to real estate owned                                                                (2,645)         (33,480)
       Proceeds from real estate sales                                                              188,160          186,565
       Purchases of property and equipment                                                          (46,426)        (640,778)
       Proceeds from sale of premises and equipment                                                 264,130             ----
       Other investing activities                                                                      ----          (95,881)
                                                                                              ---------------- ---------------
                Net cash provided by (used in) investing activities                              (3,103,249)       2,054,065
                                                                                              ---------------- ---------------

  Financing Activities
       Net change in
         Interest-bearing demand and savings deposits                                            (2,514,075)      13,785,845
         Certificates of deposit                                                                  5,764,184       (2,405,140)
       Repayment of borrowings                                                                     (252,892)        (317,890)
       Cash dividends                                                                              (296,565)        (321,849)
       Net change in advances by borrowers for taxes and insurance                                  106,009          225,116
                                                                                              ---------------- ---------------
                Net cash provided by financing activities                                         2,806,661       10,996,082
                                                                                              ---------------- ---------------

  Net Change in Cash and Cash Equivalents                                                           470,415       14,431,186

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

  Cash and Cash Equivalents, End of Period                                                    $  12,358,757    $  51,017,373
                                                                                              ================ ===============

  Additional Cash Flows Information
       Interest paid                                                                          $    1,747,887   $   2,086,978
       Income tax paid                                                                               12,583             ----
       Loans transferred to foreclosed real estate                                                  211,866          172,188

  See notes to consolidated condensed financial statements.
</TABLE>
                                       7
<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 March 31, 2004,  and for the
three months ended March 31, 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  three-month  period ended March 31, 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.

<TABLE>
<CAPTION>

                                                                                        Weighted-
              For the Three Months Ended March 31, 2004                                  Average         Per Share
                                                                       Income            Shares           Amount
       Basic earnings per share
<S>                                                                    <C>               <C>                <C>
            Income available to common stockholders                    $443,610          1,937,973          $0.23

       Effect of dilutive stock options                                                     31,129
                                                                 ------------------- ---------------- ----------------

       Diluted earnings per share
               Income available to common stockholders
                and assumed conversions                                $443,610          1,969,102          $0.23
                                                                 =================== ================ ================



                                                                                        Weighted-
              For the Three Months Ended March 31, 2003                                  Average         Per Share
                                                                       Income            Shares           Amount
       Basic earnings per share
            Income available to common stockholders                    $644,864          2,091,330          $0.31

       Effect of dilutive stock options                                                     15,280
                                                                 ------------------- ---------------- ----------------

       Diluted earnings per share
               Income available to common stockholders
                and assumed conversions                                $644,864          2,106,610          $0.31
                                                                 =================== ================ ================
</TABLE>

                                       8
<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 March
                                                                             March 31, 2004               31, 2003
                                                                        -----------------------------------------------------

<S>                                                                           <C>                       <C>
            Net income, as reported                                           $  443,610                $   644,845
            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                                              $  438,477                $   635,712
                                                                        =====================================================

            Earnings per share:
                Basic - as reported
                                                                              $      .23                $       .31
                Basic - pro forma
                                                                              $      .23                $       .30
                Diluted - as reported
                                                                              $      .23                $       .31
                Diluted - pro forma
                                                                              $      .22                $       .30
</TABLE>


Note 4: Reclassifications

Certain  reclassifications  have  been made to the 2003  consolidated  condensed
financial statements to conform to the March 31, 2004 presentation.

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  Corporation  ("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 additional 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.

                                       9
<PAGE>

Union Federal currently owns two subsidiaries,  UFS Service Corp. ("UFS"), whose
sole asset is 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,  operates 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. At present, MSA owns a tract of land in Crawfordsville,  Indiana, which
is being  developed  for the  construction  of seven  condominium  units.  Union
Federal's  investment  in MSA is excluded  from 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.

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.

Foreclosed asset 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  in the fourth  quarter of 2003 and it was  management's  opinion that
there was no impairment to these intangible assets as of the date of the review.

                                       10
<PAGE>
Financial Condition

Total assets  increased  $3.3  million to $264.9  million at March 31, 2004 from
$261.6 million at December 31, 2003. Net loans  increased $2.3 million to $223.6
million at March 31, 2004.  Cash and cash  equivalents  increased  $470,000 from
December 31, 2003 to March 31, 2004.  Interest-bearing  deposits  increased $2.0
million while investment securities available for sale decreased $911,000 during
the three  month  period.  Premises  and  equipment  decreased  $281,000 to $4.3
million  at March  31,  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 $378,000 respectively.  Goodwill is reviewed annually for impairment
and core deposit  intangibles are being  amortized.  Deposits  increased by $3.3
million to $193.4  million and borrowed funds  decreased by $280,000  during the
first quarter of 2004.

Shareholders'  equity increased $267,000 to $35.8 million at March 31, 2004. The
increase  was  primarily  due to net income for the three months ended March 31,
2004 of  $444,000,  Employee  Stock  Ownership  Plan  shares  earned of $40,000,
unearned  compensation  amortization of $26,000 and unrealized gain on available
for sale securities of $54,000 offset by cash dividends of $297,000.

Comparison  of  Operating  Results for the Three Months Ended March 31, 2004 and
2003

Net income decreased $201,000 from $645,000 for the three months ended March 31,
2003 to  $444,000  for the three  months  ended  March 31,  2004.  The return on
average  assets for the three months  ended March 31, 2004 was .68%  compared to
..93% for the  comparable  period in 2003.  The return on average  equity for the
three months ended March 31, 2004 was 4.97% compared to 6.89% for the comparable
period in 2003.

For the three months ended March 31, 2004,  interest  income was $3.6 million as
compared to $4.2 million for the three  months  ended March 31,  2003.  Interest
income  decreased  primarily due to a decrease in the yield on  interest-earning
assets from 6.36%  during the 2003 period to 5.82%  during the 2004 period and a
decrease in average interest-earning asset from $276.4 million at March 31, 2003
to $244.3  million at March 31, 2004.  The decrease in average  interest-earning
assets was due to a decrease in  interest-  earning  deposits  of $32.9  million
partially  offset by an increase in loans  receivable of $7.7  million.  For the
three months ended March 31, 2004, interest expense was $1.6 million as compared
to $1.9  million for the three months  ended March 31,  2003.  Interest  expense
decreased   primarily  due  to  a  decrease  in  the  cost  of  interest-bearing
liabilities  from 3.30%  during the 2003 period to 2.90%  during the 2004 period
and a decrease in average  interest-bearing  liabilities  from $233.1 million at
March 31, 2003 to $220.5  million at March 31,  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 March 31, 2004 was
$110,000 as compared to $30,000 for the comparable  period in 2003. The increase
was due to a review  performed at quarter end to  determine  the adequacy of the
current balance in the allowance for loan losses.  During the three month period
ending  March 31, 2004 a charge to the loan loss  reserve was made in the amount
of $135,000 to write down a  participation  loan  secured by a nursing  home.  A
previous  loss of  $240,000  had been  taken on this loan to write down the loan
balance  to  the  appraised  value  which  was  expected  to  be  received  upon
liquidation of the security. A sale price below the appraised and expected value
was negotiated by all interested  parties which caused the additional  estimated
loss of the $135,000.  Upon review of the loan  portfolio  including  classified
loans it was  determined  $110,000  was  required  to be added to the loan  loss
reserve for the 2004 three-month period.

Total other  income  increased  $90,000  from $69,000 for the three months ended
March 31, 2003 to $159,000 for the 2004 three month period primarily due to cash
value income on life insurance of $64,000 during the 2004 period  compared to no
income  of this  type  in the  2003  three  month  period.  Increases  in  other
miscellaneous  fees contributed the additional  increase in other income.  Other
expenses  increased $46,000 from $1,343,000 for the three months ended March 31,
2003 to  $1,389,000  for the  comparable  period  in  2004.  Expenses  increased
primarily due to by the cost of additional services being offered and the growth
of the Company.

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.


                                       11

<PAGE>

At March 31, 2004 Union Federal had $6.4 million in classified loans as compared
to $5.7 million at December 31,  2003.  Union  Federal had $2.3 million and $1.7
million in loans classified as special mention as of March 31, 2004 and December
31, 2003  respectively.  In  addition,  Union  Federal had $3.6 million and $3.2
million of loans  classified as  substandard  at March 31, 2004 and December 31,
2003,  respectively.  At both March 31, 2004 and at December 31, 2003,  $546,000
and $781,000,  respectively,  in loans were  classified as doubtful and no loans
were  classified as loss for either period end. At March 31, 2004,  and December
31, 2003,  respectively,  $4.1 million and $3.6 million of the  substandard  and
doubtful  loans  were  non-accrual  loans.  The  allowance  for loan  losses was
$1,196,000  or .53% of loans at March 31, 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 March
31, 2003, Union Federal had liquid assets of $11.9 million and a liquidity ratio
of 5.2%.

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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Presented  below, as of December 31, 2003 and 2002, 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.

<TABLE>
<CAPTION>

     Union Federal:
                              At December 31, 2003                      At December 31, 2002
                              --------------------                      --------------------
     Changes In Rates       $ Change in NPV      % Change in NPV      $ Change in NPV      % Change in NPV
     ----------------       ---------------      ---------------      ---------------      ---------------
<S>     <C>                    <C>                       <C>             <C>                     <C>
       +300 bp                 $ (13,627)                (34)%           $ (9,699)               (22)%
       +200 bp                    (8,638)                (22)              (5,377)               (12)
       +100 bp                    (3,835)                (10)              (1,621)                (4)
          0 bp                         0                   0                    0                  0
       -100 bp                     1,037                   3                 (660)                (2)
</TABLE>

Management  believes that at March 31, 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.


                                       12


<PAGE>



PART II.   OTHER INFORMATION

Item 1. Legal Proceedings

          Although the Company and its subsidiaries  are involved,  from time to
          time, in various legal  proceedings  arising in the ordinary course of
          business,  there are no material legal proceedings to which they are a
          party or to which their property is subject.

Item 2. Changes in  Securities,  Use of Proceeds and Issuer  Purchases of Equity
        Securities

          None.

Item 3. Defaults Upon Senior Securities.

          None.

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

          No matter was submitted to a vote of the Company's shareholders during
          the first quarter of 2004.

Item 5. Other Information.

          None.

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

          (a)  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.


          (b)  Reports on Form 8-K

               1.   Earnings  release for the quarter  ended  December  31, 2003
                    filed on January 28, 2004.

                                       13

<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 14, 2004              By: /s/ Alan L. Grimble
                                           -------------------------------------
                                           Alan L. Grimble
                                           Chief Executive Officer


Date:         May 14, 2004              By: /s/ J. Lee Walden
                                            ------------------------------------
                                            J. Lee Walden
                                            Chief Financial Officer





                                       14