SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 10-K

              Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

   For the fiscal year ended December 31, 2001 Commission file number 0-12422

                             INDIANA UNITED BANCORP

             (Exact name of registrant as specified in its charter)

            Indiana                                           35-1562245
  (State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                         Identification No.)

                               201 North Broadway
                            Greensburg, Indiana 47240
               (Address of principal executive offices) (Zip code)
       Registrant's telephone number, including area code: (812) 663-0157

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to Section 12(g) of the Act

                           Common shares, no-par value
                                (Title of Class)

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

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 reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

The aggregate market value (not necessarily a reliable indication of the price
at which more than a limited number of shares would trade) of the voting stock
held by non-affiliates of the registrant was $127,303,646 as of March 20, 2002.

As of March 20, 2002, there were outstanding 6,495,084 common shares, without
par value, of the registrant.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                                    Part of Form 10-K
        Documents                                Into Which Incorporated
        ---------                                -----------------------
2001 Annual Report to Shareholders               Part II (Items 5 through 8)

Definitive Proxy Statement for Annual            Part III (Items 10 through 13)
Meeting of Shareholders to be held
April 24, 2002

EXHIBIT INDEX:  Page 9

<PAGE>

FORM 10-K TABLE OF CONTENTS
--------------------------------------------------------------------------------
Part I                                                                   Page

Item  1    Business                                                        3

Item  2    Properties                                                      9

Item  3    Legal Proceedings                                               9

Item  4    Submission of Matters to a Vote of Security Holders             9

Part II

Item  5    Market For the Registrant's Common Equity and Related           9
                       Stockholder Matters

Item  6    Selected Financial Data                                         9

Item  7    Management's Discussion and Analysis of Financial               9
                        Condition and Results of Operations

Item  7A   Quantitative and Qualitative Disclosures About Market Risk      9

Item  8    Financial Statements and Supplementary Data                     9

Item  9    Disagreements on Accounting and Financial Disclosure            10

Part III

Item 10    Directors and Executive Officers of the Registrant          See below

Item 11    Executive Compensation                                      See below

Item 12    Security Ownership of Certain Beneficial Owners and         See below
                       Management

Item 13    Certain Relationships and Related Transactions              See below

Part IV

Item 14    Exhibits, Financial Statement Schedules, and Reports        See below
                    on Form 8-K

Pursuant to General Instruction G, the information called for by Items 10-13 is
omitted by Indiana United Bancorp since Indiana United Bancorp will file with
the Commission a definitive proxy statement to shareholders pursuant to
regulation 14A not later than 120 days after the close of the fiscal year
containing the information required by Items 10-13.

                                       2
<PAGE>

                                     PART I
ITEM 1.    BUSINESS
-------------------
(Dollars in thousands except per share data)

GENERAL

Indiana United Bancorp ("Company") was initially formed in Owensboro, Kentucky,
in 1982 as First Commonwealth Bancorp. The Company reincorporated under the laws
of the State of Indiana under its present name in 1983, and relocated to
Greensburg, Indiana, in anticipation of acquiring Union Bank and Trust Company
of Greensburg. In 1987, Peoples Bank in Portland, Indiana was acquired and as of
December 31, 1991, Regional Federal Savings Bank, New Albany, Indiana ("Regional
Bank") was acquired (which effective January 31, 2001 was converted to an
Indiana commercial bank). Effective July 1, 1994, the Company merged Union Bank
and Trust Company of Greensburg into Peoples Bank, Portland, and renamed the
combined bank, Union Bank and Trust Company of Indiana ("Union Bank").

On April 30, 1998, the Company completed a merger of equals with P.T.C. Bancorp,
Brookville, Indiana. People's Trust Company, ("People's Trust") the wholly owned
subsidiary of P.T.C. Bancorp, had more than $300,000 in assets. This transaction
was regarded by both companies as a merger of equals and was accounted for as a
"pooling of interests" for accounting and financial reporting purposes.

Effective April 1, 1999, the Company acquired the property and casualty
insurance business lines of Andy Anderson Insurance Agency, Inc. d/b/a The
Anderson Group, Owensboro, Kentucky ("The Anderson Group"). The results of
operations have been included in these financial statements since the
acquisition date under the purchase method of accounting. The acquisition was
effected by the purchase of net assets and expertise and The Anderson Group was
integrated into a newly formed subsidiary of the Company, The Insurance Group,
Inc. ("The Insurance Group"). The Company issued 89,207 shares of its common
stock to The Anderson Group shareholders, valued at $1,364. Assets totaled
$2,180 (including cash of $250) and liabilities assumed of $780. Assets acquired
include goodwill of $1,628. Under the agreement, the acquirees will obtain
additional shares of company stock as defined in the agreement if certain
financial targets are attained during the measurement period, which ends March
31, 2002.

Subsequently, the Company caused The Insurance Group to become a wholly owned
subsidiary of Union Bank by transferring its ownership in The Insurance Group to
that bank subsidiary. The general lines insurance business previously conducted
by Union Bank in Greensburg and Portland, Indiana is now conducted through The
Insurance Group subsidiary.

In February 2000, the Company formed a subsidiary of the holding company called
IUB Reinsurance Company, Ltd. This subsidiary is incorporated in Turks and
Caicos and is a credit life insurance company.

On May 1, 2000 the Company consummated its acquisition of First Affiliated
Bancorp of Watseka, Illinois and its wholly owned banking subsidiary, Capstone
Bank, N. A. The transaction was accounted for using the pooling-of-interests
method of accounting. The Company issued 1,122,741 shares of its common stock to
the shareholders of First Affiliated Bancorp (adjusted for stock dividends).
This includes shares issued to redeem First Affiliated Bancorp stock options.
The conversion rate was 4.4167 shares of Company stock for each outstanding
share of First Affiliated at the effective date of the merger. Merger and
related costs were charged against net income during 2000. The financial
information contained herein includes First Affiliated Bancorp for all periods
presented.

In September 2000, the company purchased two branches in Marion County. These
two facilities were integrated into Union Bank and resulted in the purchase of
over $40,000 in deposits.

                                       3
<PAGE>

Also in September 2000, the Company formed two investment subsidiaries, People's
Investment Company, Ltd. and Union Investment Company, Ltd. Incorporated in
Bermuda, these subsidiaries hold a large portion of both Union Bank's and
People's Trust's investment portfolios.

In April 2001, the Company consummated its acquisition of the insurance agencies
of Vollmer & Associates, Inc. ("Vollmer"). The transaction was accounted for
using the purchase method of accounting. The purchase price consisted of $635 in
cash and 24,184 shares of Company stock. The acquisition resulted in goodwill of
approximately $1,000. The results of operations have been included since the
acquisition date. The Vollmer agencies were subsequently merged into The
Insurance Group.

The Company operates 47 offices in Indiana and Illinois. As of December 31,
2001, the Company had consolidated assets of $1,178,392, consolidated deposits
of $1,014,687 and shareholders' equity of $87,872.

Through its Banks, the Company offers a broad range of financial services,
including: accepting time and transaction deposits; making consumer, commercial,
agribusiness and real estate mortgage loans; issuing credit cards; renting safe
deposit facilities; providing general agency personal and business insurance
services; providing personal and corporate trust services; and providing other
corporate services such as letters of credit and repurchase agreements.

The lending activities of the Banks are separated into primarily the categories
of commercial/agricultural, real estate and consumer. Loans are originated by
the lending officers of the Banks subject to limitations set forth in lending
policies. The Board of Directors reviews and approves loans up to the Banks'
legal lending limit, monitors concentrations of credit, problem and past due
loans and charge-offs of uncollectible loans and formulates loan policy. The
Banks maintain conservative loan policies and underwriting practices in order to
address and manage loan risks. These policies and practices include granting
loans on a sound and collectible basis, serving the legitimate needs of the
community and the general market area while obtaining a balance between maximum
yield and minimum risk, ensuring that primary and secondary sources of repayment
are adequate in relation to the amount of the loan, developing and maintaining
adequate diversification of the loan portfolio as a whole and of the loans
within each category and developing and applying adequate collection policies.

Commercial loans include secured and unsecured loans, including real estate
loans, to individuals and companies and to governmental units within the market
area of the Banks for a myriad of business purposes.

Agricultural loans are generated in the Banks' markets. Most of the loans are
real estate loans on farm properties. Loans are also made for agricultural
production and such loans are generally reviewed annually.

Residential real estate lending has been the largest component of the loan
portfolio for many years. All affiliate banks have generated residential
mortgages for their own portfolios. In addition, People's Trust has been
originating residential mortgages for sale into the secondary market since 1990
and has extended its expertise to the other affiliates so that in 2000 all
affiliates originated for the secondary market as well as continued to grow
their internal portfolios. At December 31, 2001, the Company was servicing a
$293,640 portfolio, which increased from $201,056 and $181,150 at year-end 2000
and 1999. By originating loans for sale in the secondary market, the Company can
more fully satisfy customer demand for fixed rate residential mortgages and
increase fee income.

The principal source of revenues for the Company is interest and fees on loans,
which accounted for 69.6% of total revenues in 2001, 70.2% in 2000 and 67.9% in
1999.

The Company's investment securities portfolio is primarily comprised of U. S.
Treasuries, federal agencies, state and municipal bonds, mortgage-backed
securities and corporate securities. The Company has classified 97.0% of its
investment portfolio as available for sale, with market value changes reported
separately in shareholders' equity. Funds invested in the investment portfolio
generally represent funds not immediately required to meet loan demand. The
Company's investment portfolio accounted for 16.1% of total revenues in 2001,
18.5% in 2000 and 21.1% in 1999. As of December 31, 2001, the Company had not
identified any securities as being "high risk" as defined by the FFIEC
Supervisory Policy Statement on Securities Activities.

The primary sources of funds for the Banks are deposits generated in local
market areas. To attract and retain stable depositors, the Banks market various
programs for demand, savings and

                                       4
<PAGE>

time deposit accounts. These programs include interest and non-interest bearing
demand and individual retirement accounts. The Company also purchased four
branch facilities and their deposits in the first quarter of 1999 from a large
regional competitor. In all, more than $104,000 in deposits were acquired,
together with approximately $2,000 in consumer and small business loans. Union
Bank purchased two former branch facilities and opened them "de novo" in April
1999 to expand its market.

Currently, national retailing and manufacturing subsidiaries, brokerage and
insurance firms and credit unions are fierce competitors within the financial
services industry. Mergers between financial institutions within Indiana and
neighboring states, which became permissible under the Interstate Banking and
Branching Efficiency Act of 1994, have added competitive pressure.

The Company's Banks are located in predominantly non-metropolitan areas and
their business is centered in loans and deposits generated within markets
considered largely rural in nature. In addition to competing vigorously with
other banks, thrift institutions, credit unions and finance companies located
within their service areas, they also compete, directly and indirectly, with all
providers of financial services.

EMPLOYEES

As of December 31, 2001, the Company and its subsidiaries had approximately 452
full-time equivalent employees to whom it provides a variety of benefits and
with whom it enjoys excellent relations.

REGULATION AND SUPERVISION OF THE COMPANY

The Company is a bank holding company ("BHC") within the meaning of the Bank
Holding Company Act of 1956, as amended ("ACT"). This Act subjects BHCs to
regulations of the Federal Reserve Board ("FRB") and restricts the business of
BHCs to banking and related activities.

Under the ACT, a BHC is, with limited exceptions, prohibited from acquiring
direct or indirect ownership or control of voting stock of any company that is
not a bank or engaging in any activity other than managing or controlling banks.
A BHC may, however, own shares of a company engaged in activities which the FRB
has determined to be so closely related to banking or managing or controlling
banks as to be a proper incident thereto. These activities include: operating a
savings association, mortgage company, finance company, credit card or factoring
company; performing certain data processing operations; providing investment and
financial advice; and, acting as an insurance agent for certain types of
credit-related insurance.

Acquisitions by the Company of banks and savings associations are subject to
federal and state regulation. Any acquisition by the Company of more than five
percent of the voting stock of any bank requires prior approval of the FRB.
Acquisition of savings associations is also subject to the approval of the OTS.

Indiana law permits BHCs to acquire BHCs and banks out of state on a reciprocal
basis, subject to certain limitations. Under current law, the Company may
acquire banks, and may be acquired by BHCs, located in any state in the United
States that permits reciprocal entry by Indiana BHCs. Under the ACT, BHCs may
acquire savings associations without geographic restrictions.

A BHC and its subsidiaries are prohibited from engaging in certain tying
arrangements in connection with the extension of credit, lease or sale of
property, or the provision of any property or service.

                                       5
<PAGE>

The Company is under the jurisdiction of the Securities and Exchange Commission
("SEC") and state securities commission for matters relating to the offering and
sale of its securities. The Company is subject to the SEC's rules and
regulations relating to periodic reporting, reporting to shareholders, proxy
solicitation and insider trading.

The Company's income is principally derived from dividends paid on the common
stock of its subsidiaries. The payment of these dividends is subject to certain
regulatory restrictions.

Under FRB policy, the Company is expected to act as a source of financial
strength to, and commit resources to support, its affiliates. As a result of
such policy, the Company may be required to commit resources to its affiliate
banks in circumstances where it might not otherwise do so.


REGULATION AND SUPERVISION OF THE SUBSIDIARY BANKS

Union Bank, People's Trust, and Regional Bank are supervised, regulated and
examined by the Indiana Department of Financial Institutions ("DFI") and the
Federal Deposit Insurance Corporation ("FDIC"). Capstone Bank is supervised,
regulated and examined by the Office of the Comptroller of the Currency ("OCC").
A cease-and-desist order may be issued against the banks, if the respective
agency finds that the activities of the bank represent an unsafe and unsound
banking practice or violation of law.

The deposits of all four banking subsidiaries are insured by the Bank Insurance
Fund ("BIF") of the FDIC. The FDIC has the authority to change premiums twice
per year.

Branching by banks in Indiana is subject to the jurisdiction, and requires the
prior approval, of the bank's primary federal regulatory authority and, if the
branching bank is a state bank, of the DFI. Under Indiana law, banks may branch
anywhere in the state.

The Company is a legal entity separate and distinct from its subsidiary Banks.
There are various legal limitations on the extent to which the Banks can supply
funds to the Company. The principal source of the Company's funds consists of
dividends from its subsidiary Banks. State and Federal law restrict the amount
of dividends which may be paid by banks. In addition, the Banks are subject to
certain restrictions on extensions of credit to the Company, on investments in
the stock or other securities of the Company and in taking such stock or
securities as collateral for loans.

LEGISLATION

The Federal Deposit Insurance Corporation Act of 1991 ("FDICIA") represented a
comprehensive and fundamental change to banking supervision and mandates the
development of additional regulations governing almost every aspect of the
operations, management and supervision of banks and BHCs.

FDICIA also included several supervisory reforms related to the frequency of
regulatory examinations and audit requirements. FDICIA also required the
adoption of safety and soundness standards on matters such as loan underwriting
and documentation, and compensation and other employee benefits; mandated
consumer protection disclosures with respect to deposit accounts; and the
establishment of a risk-based deposit insurance system. The federal banking
agencies have issued guidelines establishing standards for safety and soundness,
for operational and managerial standards and compensation standards. The federal
banking agencies have issued guidelines for asset quality and earnings.

FDICIA requires banking regulators to take prompt corrective actions with
respect to depository institutions that fall below certain capital levels and
prohibit any depository institution from making a capital distribution that
would cause it to be considered undercapitalized. Banking regulators were also
required to revise their capital standards to take into account interest rate
risk. A policy statement has been proposed providing a supervisory framework to
measure and monitor interest

                                       6
<PAGE>

rate risk at individual banks. Banks may use an internal model that provides a
measure of the change in a bank's economic value.

The results of the supervisory and internal models would be one factor
regulators would consider in their assessment of capital adequacy. Other factors
will also be considered.

Certain regulations define relevant capital measures for five capital
categories. A "well capitalized" institution is one that has a total risk-based
capital ratio of at least 10%, a Tier 1 risk-based capital ratio of at least 8%,
a leverage ratio of at least 5% and is not subject to regulatory direction to
maintain a specific level for any capital measure. An "adequately capitalized"
institution is one that has ratios greater than 8%, 4% and 4%. An institution is
"undercapitalized" if its respective ratios are less than 8%, 4% and 4%.
"Significantly undercapitalized" institutions have ratios of less than 6%, 3%
and 3%. An institution is deemed to be "critically undercapitalized" if it has a
ratio of tangible equity to total assets that is 2% or less. Institutions with
capital ratios at levels of "undercapitalized" or lower are subject to various
limitations that, in most situations, will reduce the competitiveness of the
institution.

The Riegle Community Development and Regulatory Improvement Act of 1994 ("1994
Act") made several changes in existing law affecting bank holding companies.
These include a reduction in the minimum post-approval antitrust review waiting
period for depository institution mergers and acquisitions, and the substitution
of a notice for an application when a bank holding company proposes to engage
in, or acquire a company to engage in, non-bank activities. The 1994 Act also
contains seven titles pertaining to community development and home ownership
protection, small business capital formation, paperwork reduction and regulatory
improvement, money laundering and flood insurance. No regulations have yet been
approved. The Riegle-Neal Interstate Banking and Branching Efficiency Act of
1994 ("Branching Act") substantially changed the geographic constraints
applicable to the banking industry. In general, the Branching Act permits BHCs
that are adequately capitalized and adequately managed to acquire banks located
in any other state, subject to certain total deposit limitations. Effective June
1, 1997, the Branching Act also allows banks to establish interstate branch
networks through acquisitions of other banks. Establishment of de novo
interstate branches or the acquisition of individual branches of a bank in
another state is also allowed if authorized by state law. Institutions must
maintain a loan activity-to-deposit ratio within a state at least equal to
one-half of the average percentage for all banks in the state or the
institution's federal regulator may close the branch and restrict the
institution from opening new branches in the state. The Branching Act allowed
individual states to "opt out" of certain provisions by enacting appropriate
legislation prior to June 1, 1997.

The monetary policies of regulatory authorities have a significant effect on the
operating results of banks and BHCs. The nature of future monetary policies and
the effect of such policies on the future business and earnings of the Company
and its subsidiaries cannot be predicted.

The Deposit Insurance Funds Act was enacted in 1996 and contained several major
provisions. The new law recapitalized the SAIF by a one-time assessment on all
SAIF-insured deposits. For 1997 through 1999 the banking industry helped pay for
the Financing Corp. ("FICO") bond interest payments at an assessment rate that
was one-fifth the rate paid by thrifts. Beginning January 1, 2000, the FICO
interest payments were paid pro-rata by banks and thrifts. Deposit shifting is
prohibited for three years and the $2,000 annual minimum assessment was
repealed.

The Federal Reserve Board has adopted procedures for bank holding companies and
foreign banks with U.S. offices to be treated as financial holding companies.
Financial holding companies may engage in a broad range of securities, insurance
and other financial activities under the Gramm-Leach-Bliley Act. Bank holding
companies and foreign banks that meet the relevant qualifications may file
elections to become financial holding companies at any time. IUB has chosen not
to become a financial holding company and remains a bank holding company.

                                       7
<PAGE>

CAPITAL REQUIREMENTS

The Company and its subsidiary Banks must meet certain minimum capital
requirements mandated by the FRB, FDIC and DFI. These regulatory agencies
require BHCs and banks to maintain certain minimum ratios of primary capital to
total assets and total capital to total assets. The FRB requires BHCs to
maintain a minimum Tier 1 leverage ratio of 3 percent capital to total assets;
however, for all but the most highly rated institutions which do not anticipate
significant growth, the minimum Tier 1 leverage ratio is 3 percent plus an
additional cushion of 100 to 200 basis points. As of December 31, 2001, the
Company's leverage ratio of capital to total assets was 7.4%. The FRB and FDIC
each have approved the imposition of "risk-adjusted" capital ratios on BHCs and
financial institutions. The Company's Tier 1 Capital to Risk-Weighted Assets
Ratio was 11.4% and its Total Capital to Risk-Weighted Assets Ratio was 12.6% at
December 31, 2001. The Company's Banks had capital to asset ratios and
risk-adjusted capital ratios at December 31, 2001, in excess of the applicable
regulatory minimum requirements.

An assessment of a bank's exposure to declines in the economic value of its
capital due to changes in interest rates is included in evaluations of capital
adequacy by federal regulators. A joint policy statement has been issued by
federal regulators to provide guidance on sound practices for managing interest
rate risk. The policy statement contains the various factors to be considered
and describes the board of directors' responsibilities in implementing a risk
management process. The requirements of a bank's senior management in ensuring
the effective management of interest rate risk is described and the elements to
be contained in a risk management process are specified.

Federal regulators have issued final regulations revising risk-based capital
standards and the regulatory framework for measuring market risk. Any BHC or
bank with significant exposure to market risk must measure such risk internally
and maintain adequate capital to support that exposure.

STATISTICAL DISCLOSURES

The following statistical data should be read in conjunction with Management's
Discussion and Analysis (Item 7), Selected Financial Data (Item 6) and the
Financial Statements and Supplementary Data (Item 8)

VOLUME/RATE ANALYSIS OF CHANGES IN NET INTEREST INCOME

The table on page 8a analyzes the change in net interest income due to rate and
volume. Changes due to both rate and volume have been allocated in proportion to
the absolute dollar value of rate and volume changes. Volume of loans,
securities and deposits primarily account for the increase in net interest
income of 2001 over 2000 and 2000 over 1999.

AVERAGE DEPOSITS

The table on page 8b discloses the average deposits for the Company for 2001,
2000 and 1999 and the maturity schedule of the over $100 certificates of deposit
at December 31,2001.

MATURITIES AND SENSITIVITY TO CHANGES IN INTEREST RATES OF COMMERCIAL AND
CONSTRUCTION LOANS AT DECEMBER 31, 2001

Maturities and sensitivity to changes in interest rates of commercial and
construction loans at December 31, 2001 are disclosed in the table on page 8c.

ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES

The table on page 8d discloses the allocation of the allowance for loan losses
to the major loan categories.

                                       8
<PAGE>


Volume/Rate Analysis of Changes in Net Interest Income
          (Tax Equivalent Basis)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------  ----------------------------------
                                                                         2001 OVER 2000                      2000 OVER 1999
------------------------------------------------------------------------------------------------  ----------------------------------
                                                                 Volume       Rate       Total       Volume       Rate       Total
------------------------------------------------------------------------------------------------  ----------------------------------
<S>                                                            <C>         <C>           <C>       <C>         <C>         <C>
Interest income
     Loans                                                        2,449      (2,713)   $   (264)   $  9,625    $  1,906    $ 11,531
     Securities                                                  (1,755)         90      (1,665)       (178)       (117)       (295)
     Federal funds sold and money market funds                    1,409        (355)      1,054        (687)        445        (242)
     Short-term investments                                           3           3           6          (2)        (44)        (46)
------------------------------------------------------------------------------------------------  ----------------------------------
             Total interest income                                2,106      (2,975)       (869)      8,758       2,190      10,948
------------------------------------------------------------------------------------------------  ----------------------------------
Interest expense
     Interest-bearing DDA, savings, and money market accounts  $    845    $ (3,573)     (2,728)   $    328    $  1,602    $  1,930
     Certificates of deposit                                   $    278    $   (599)       (321)      3,203       2,075       5,278
     Borrowings                                                    (362)       (621)       (983)        870         318       1,188
     Trust preferred securities                                      --          --          --          --          --          --
------------------------------------------------------------------------------------------------  ----------------------------------
             Total interest expense                                 761      (4,793)     (4,032)      4,401       3,995       8,396
------------------------------------------------------------------------------------------------  ----------------------------------
Change in net interest income                                  $  1,345    $  1,818       3,163    $  4,357    $ (1,805)      2,552
                                                               --------------------               ---------------------
Change in tax equivalent adjustment                                                         484                                (720)
------------------------------------------------------------------------------------------------  ----------------------------------
Change in net interest income before
        tax equivalent adjustment                                                      $  2,679                            $  3,272
------------------------------------------------------------------------------------------------  ----------------------------------
</TABLE>

                                       8a
<PAGE>

Average Deposits

<TABLE>
<CAPTION>
------------------------------------------------  -------------------------  -------------------------
                                     2001                      2000                        1999
------------------------------------------------  -------------------------  -------------------------
                             Amount       Rate         Amount        Rate          Amount       Rate
------------------------------------------------  -------------------------  -------------------------
<S>                       <C>             <C>       <C>              <C>        <C>             <C>
Demand                    $   85,317                $   93,987                  $   88,752
Interest Bearing Demand      182,557      1.55%        216,303       3.52%         231,633      2.77%
Savings                      218,792      2.69         146,102       2.64          112,839      2.76
Certificates of Deposit      545,458      5.45         540,353       5.56          482,500      5.13
------------------------------------              ------------               -------------
       Totals             $1,032,124      3.72%     $  996,745       4.16%      $  915,724      3.74%
                          ==========                ==========                  ==========
</TABLE>

As of December 31, 2000, certificates of deposit and other time deposits of
$100 or more mature as follows:

          3 months or less   4-6 months   6-12 months   over 12 months   Total
          ----------------   ----------   -----------   --------------   -----
Amount        $26,470          $26,209      $21,226        $13,575      $87,480
Percent           30%              30%          24%            16%


                                       8b
<PAGE>

Maturities and Sensitivity to Changes in Interest Rates of Commercial and
Construction Loans at December 31, 2000

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                          Due:    Within 1 Year  1 - 5 Years  Over 5 years   Total
----------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>           <C>          <C>           <C>
Loan Type
      Commercial and industrial                                      $ 34,408      $ 36,036     $ 11,364      81,808
      Agricultural production financing and other loans to farmers     12,826         6,524        1,376      20,726
      Construction and development                                     27,175         2,887        4,068      34,130
----------------------------------------------------------------------------------------------------------------------
          Totals                                                     $ 74,409      $ 45,447     $ 16,808    $136,664
----------------------------------------------------------------------------------------------------------------------

          Percent                                                          54%           33%          12%        100%
----------------------------------------------------------------------------------------------------------------------

Rate Sensitivity

     Fixed Rate                                                      $ 18,374      $ 15,363     $ 11,204    $ 44,941
     Variable Rate                                                     85,072         6,651           --      91,723
----------------------------------------------------------------------------------------------------------------------
          Totals                                                     $103,446      $ 22,014     $ 11,204    $136,664
----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       8c
<PAGE>

Allocation of the Allowance for Loan Losses

<TABLE>
<CAPTION>
-------------------------------------------  -----------------  -----------------  -----------------  -----------------
                                2001               2000               1999               1998               1997

                                   Percent            Percent            Percent            Percent            Percent
                                   of loans           of loans           of loans           of loans           of loans
                                   to total           to total           to total           to total           to total
December 31               Amount    loans    Amount    loans    Amount    loans    Amount    loans    Amount    loans
-----------------------------------------------------------------------------------------------------------------------
<S>                       <C>          <C>   <C>          <C>   <C>          <C>   <C>          <C>   <C>          <C>
Real estate
  Residential             $2,159       43%   $1,076       47%   $  598       46%   $  445       45%   $  331       44%
  Farm real estate           301        6       442        6       397        6       325        7        20        8
  Commercial               2,453       20     1,004       16       829       15       765       18       327       18
  Construction and
    development              858        7       909        6       965        7       830        6        66        3
-------------------------------------------------------------   ----------------   -----------------  -----------------
      Total real estate    5,771       75     3,431       75     2,789       74     2,365       76       744       73
-------------------------------------------------------------   ----------------   -----------------  -----------------
Commercial
  Agribusiness               368        3       965        3     1,011        3       962        3       407        3
  Other commercial         1,349       11     1,204       12       812       11       516        8       591        9
-------------------------------------------------------------   ----------------   -----------------  -----------------
      Total Commercial     1,717       14     2,169       15     1,823       14     1,478       11       998       13
-------------------------------------------------------------   ----------------   -----------------  -----------------
Consumer                     952       11     1,349       10     1,413       12     1,155       13       611       14
Unallocated                  554              1,767              1,693              1,602              3,619
-------------------------------------------------------------   ----------------   -----------------  -----------------
      Total               $8,994      100%   $8,716      100%   $7,718      100%   $6,600      100%   $5,972      100%
-------------------------------------------------------------   ----------------   -----------------  -----------------
</TABLE>


                                       8d
<PAGE>

INVESTMENT SECURITIES

The composition and maturity of the investment portfolio is depicted in the
table on page 8e.

ITEM 2.  PROPERTIES
-------------------
(Dollars in Thousands)

Indiana United Bancorp owns no physical properties. In February 2002, the
Company entered into a five-year lease of 28,000 square feet of space to be used
as an operations center in Greensburg, Indiana. Its subsidiaries own, or lease,
all of the facilities from which they conduct business. The Company has 47
locations of which People's Trust has 20, Union Bank has 16, Regional Bank has
6, and Capstone has 5. At December 31, 2001, the Company had $16,840 invested in
premises and equipment.

ITEM 3.  LEGAL PROCEEDINGS
--------------------------

The subsidiaries may be parties (both plaintiff and defendant) to ordinary
litigation incidental to the conduct of business. Management is presently not
aware of any material claims.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------

No matters were submitted during the fourth quarter of 2001 to a vote of
security holders, through the solicitation of proxies or otherwise.

PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS
--------------------------------------------------------------------------

The information required under this item is incorporated by reference to the
information provided in the "Shareholder Information" section on the inside back
cover page of the Company's Annual Report to Shareholders filed with this report
as Exhibit 13.

ITEM 6.  SELECTED FINANCIAL DATA
--------------------------------

The information required under this item is incorporated by reference to the
information provided on page 11 of the Company's Annual Report to Shareholders
filed with this report as Exhibit 13.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS
------------------------------------------------------------------------

The information required under this item is incorporated by reference to the
information provided on pages 10 through 21 of the Company's Annual Report to
Shareholders filed with this report as Exhibit 13.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
--------------------------------------------------------------------

The information required under this item is incorporated by reference to the
information provided on pages 19 and 20 of the Company's Annual Report to
Shareholders filed with this report as Exhibit 13.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
---------------------------------------------------

The financial statements and supplementary data required under this item are
incorporated herein by reference to the information provided on pages 22 through
39 of the Company's Annual Report to Shareholders filed with this report as
Exhibit 13.

                                       9
<PAGE>

ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
-------------------------------------------------------------

In connection with its audits for the three most recent fiscal years ended
December 31, 2001, there have been no disagreements with the Company's
independent certified public accountants on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure.

PART IV

ITEM 14--EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

                                                                    Included in
(a) 1. Financial statements                                        Annual Report
         Indiana United Bancorp and Subsidiary
            Independent auditor's report                                22
            Consolidated balance sheets at December 31, 2001 and 2000   23
            Consolidated statements of income, years ended December     24
                31, 2001, 2000 and 1999.
            Consolidated statements of shareholders' equity, years      25
                ended December 31, 2001, 2000 and 1999
            Consolidated statements of cash flows, years ended          26
                December 31, 2001, 2000 and 1999
            Notes to consolidated financial statements                27-39

(a) 2. Financial statement schedules

          All schedules are omitted because they are not applicable or not
required, or because the required information is included in the consolidated
financial statements or related notes.

(a) 3. Exhibits:

             3.1 Articles of Incorporation (incorporated by reference to Exhibit
3.1 to the Registration Statement on Form S-1 of the Registrant filed June
16,1986 with the Commission (Registration Statement No. 33-06334), as amended by
Articles of Amendment to Articles of Incorporation incorporated by reference to
Exhibit 3 (c) to the Annual Report on Form 10-K of the Registrant for the fiscal
year ended December 31, 1987 filed on or about March 30, 1988 with the
Commission (Commission File No. 0-12422)), and as amended by Articles of
Amendment to Articles of Incorporation effective August 6, 1998 (incorporated by
reference to Exhibit 3.1 to the Annual Report on Form 10-K for the fiscal year
ended December 31, 1998 filed March 29, 1999 with the Commission (Commission
File No. 0-12422)).

             3.2 Amended and Restated Bylaws dated April 28, 1998 (incorporated
by reference to Exhibit 3.2 to the Annual Report on Form 10-K of the registrant
for the fiscal year ended December 31,1998 filed March 29, 1999 with the
Commission (Commission File No. 0-12422)).

             4.1 Form of Indenture dated as of December 12, 1997 between
Registrant and State Street Bank and Trust Company, as Trustee, with respect to
8.75% Subordinated Debentures due 2027 (incorporated by reference to Exhibit 4.1
to the Registration Statement on Form S-2 of the Registrant filed November 19,
1997 with the Commission (Registration No. 333-40579)).

             4.2 Form of Subordinated Debenture Certificate (incorporated by
reference to such Certificate included as an exhibit to Exhibit 4.1 to the
Registration Statement on Form S-2 of the Registrant filed November 19, 1997
with the Commission (Registration No. 333-40579)).

             4.3 Form of IUB Capital Trust Amended and Restated Trust Agreement
dated as of December 12, 1997 among the Registrant, as Depositor, State Street
Bank and Trust Company, as Property Trustee, Wilmington Trust Company, as
Delaware Trustee and the Administrative Trustees named therein (incorporated by
reference to Exhibit 4.5 to the Registration Statement on Form S-2 of the
Registrant filed November 19, 1997 with the Commission (Registration No.
333-40579)).

                                       10
<PAGE>

             4.4 Form of Preferred Securities Guarantee Agreement dated as of
December 12, 1997 between the Registrant and State Street Bank and Trust Company
(incorporated by reference to Exhibit 4.7 to the Registration Statement on Form
S-2 of the Registrant filed November 19, 1997 with the Commission (Registration
No. 333-40579)).

             4.5 Form of Agreement as to Expenses and Liabilities dated as of
December 12, 1997 between Registrant and IUB Capital Trust (incorporated by
reference to such Agreement included as an exhibit to Exhibit 4.5 to the
Registration Statement on Form S-2 of the Registrant filed November 19, 1997
with the Commission (Registration No. 333-40579)).

             10.1 Form of Employment Agreement between the Registrant and James
L. Saner, Sr. (incorporated by reference to Annex A to the Proxy
Statement/Prospectus that is part of the Registration Statement on Form S-4
filed March 18, 1998 with the Commission (Registration No. 333-48057)).

             10.2 Form of Executive Severance Agreement dated January 16, 2001
between the Registrant and James L. Saner, Sr. (incorporated by reference to
Exhibit 10.2 to the Annual Report on Form 10-K of the registrant for the fiscal
year ended December 31,2000 filed March 30, 2001 with the Commission (Commission
File No. 0-12422)).

             10.3 Form of Executive Severance Agreement dated January 16, 2001
between the Registrant and the following Named Executive Officers: Michael K.
Bauer, Donald A. Benziger and Daryl R. Tressler (incorporated by reference to
Exhibit 10.2 to the Annual Report on Form 10-K of the registrant for the fiscal
year ended December 31,2000 filed March 30, 2001 with the Commission (Commission
File No. 0-12422)).

             13 2001 Annual report to Shareholders (Except for the pages and
information thereof expressly incorporated by reference in this Form 10-K, the
Annual Report to Shareholders is provided solely for the information of the
Securities and Exchange Commission and is not deemed "filed" as part of this
Form 10-K).

             21 List of subsidiaries of the Registrant.

             23.1 Consent of Crowe, Chizek and Company LLP

(b)      Reports on Form 8-K

     None


                                       11
<PAGE>

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned; thereunto duly authorized, on the 25th day of March,
2002.

                                                INDIANA UNITED BANCORP

                                                /s/ James L. Saner, Sr.
                                                ------------------------------
                                                James L. Saner, Sr., President
                                                And Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
on Form 10-K has been signed by the following persons on behalf of the
registrant and in the capacities with the Company and on the dates indicated.


           Signature                 Capacity                        Date
           ---------                 --------                        ----

    /s/ Eric E. Anderson
--------------------------------
        Eric E. Anderson             Director                   March 18, 2002

   /s/ William G. Barron
--------------------------------
       William G. Barron             Director                   March 18, 2002

    /s/ Dale J. Deffner
--------------------------------
        Dale J. Deffner              Director                   March 18, 2002

      /s/ Don Dunevant
--------------------------------
          Don Dunevant               Director                   March 18, 2002

    /s/ Philip A. Frantz
--------------------------------
        Philip A. Frantz             Director                   March 18, 2002

    /s/ Rick S. Hartman
--------------------------------
        Rick S. Hartman              Director                   March 18, 2002

    /s/ Robert E. Hoptry
--------------------------------
        Robert E. Hoptry             Director                   March 18, 2002
                                     Chairman of the
                                     Board

   /s/ Edward J. Zoeller
--------------------------------
       Edward J. Zoeller             Director                   March 18, 2002


   /s/ James M. Anderson
--------------------------------
       James M. Anderson             Controller &               March 18, 2002
                                     Principal
                                     Accounting Officer

   /s/ Donald A. Benziger
--------------------------------
       Donald A. Benziger            Senior Vice                March 18, 2002
                                     President &
                                     Chief Financial
                                     Officer

  /s/ James L. Saner, Sr.
--------------------------------
      James L. Saner, Sr.            Director                   March 18, 2002
                                     President & Chief
                                     Executive Officer