EXHIBIT 3.1

                             ARTICLES OF AMENDMENT
                                       TO
                           ARTICLES OF INCORPORATION
                                       OF
                             INDIANA UNITED BANCORP

         Pursuant to the provisions of IC 23-1-38-6, Articles of Amendment to
the Articles of Incorporation of Indiana United Bancorp (the "Corporation") are
hereby adopted:

         FIRST:                     The name of the Corporation is Indiana
                                    United Bancorp.

         SECOND:                    The amendment adopted amends Section 1 and
                                    Section 2.A of Article V of the Articles of
                                    Incorporation to read in their entirety as
                                    follows:

                                   "ARTICLE V

                               AUTHORIZED SHARES

                          SECTION 1.  NUMBER OF SHARES

         The total number of shares which the Corporation is to have authority
to issue is 10,400,000.

         A.    The number of authorized shares the Corporation designates as
having a par value is none.

         B.    The number of authorized shares the Corporation designates as
without par value is 10,400,000.

                          SECTION 2.  TERMS OF SHARES

         A.    PREFERRED AND COMMONS SHARES.  The 10,400,000 authorized shares
which the Corporation shall have the authority to issue shall be divided into
two classes designated as follows:

                  1.       10,000,000 Common Shares; and

                  2.       400,000 Preferred Shares."

         THIRD:                     The amendment does not provide for an
                                    exchange, reclassification or cancellation
                                    of issued shares.

<PAGE>


         FOURTH:                    The above-described amendment was adopted on
                                    June 23, 1998 at a meeting of the
                                    shareholders of the Corporation held upon
                                    written notice as provided in the Indiana
                                    Business Corporation Law.

         FIFTH:                     Of the 2,387,314 Common Shares of the
                                    Corporation outstanding and entitled to
                                    vote on the above-described amendment,
                                    1,783,353.805 Common Shares were represented
                                    at the meeting, and 1,736,478.754 votes were
                                    cast in favor of the amendment, 40,944.189
                                    votes were cast against the amendment and
                                    5,930.862 Common Shares abstained from the
                                    vote.  The number of votes cast for approval
                                    of the above-described amendment was
                                    sufficient for approval thereof.


Dated:  July 27, 1998

                                           INDIANA UNITED BANCORP


                                           By: /s/ ROBERT E. HOPTRY
                                              -----------------------------
                                              Robert E. Hoptry, Chairman
                                                 and Chief Executive
                                                 Officer








                                       2