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, 1997    Commission file number 0-12422

                        INDIANA UNITED BANCORP

        (Exact name of registrant as specified in its charter)

               Indiana                         35-1562245

   (State or other jurisdiction of          (I.R.S. Employer
    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. x

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
$37,011,000 as of March 17, 1998.

As of March 17, 1998, there were outstanding 1,250,897 common shares,
without par value, of the registrant.

                 DOCUMENTS INCORPORATED BY REFERENCE

                                                Part of Form 10-K
          Documents                          Into Which Incorporated

  1997 Annual Report to Shareholders       Part II (Items 5 through 8)

  Definitive Proxy Statement for
     Annual Meeting of Shareholders
     to be held June 23, 1998              Part III (Items 10 through 13)

EXHIBIT INDEX:  Page 10
<PAGE>
<TABLE>
<CAPTION>
FORM 10-K TABLE OF CONTENTS


                                                                  Page
<S>                                                             <C>
Part I

  Item  1 - Business                                                3

  Item  2 - Properties                                              8

  Item  3 - Legal Proceedings                                       8

  Item  4 - Submission of Matters to a Vote of Security Holders     8

Part II

  Item  5 - Market For the Registrant's Common Equity and
            Related Stockholder Matters                             8

  Item  6 - Selected Financial Data                                 8

  Item  7 - Management's Discussion and Analysis of Financial
            Condition and Results of Operations                     8

  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    9

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 Management                               (See below)

  Item 13 - Certain Relationships and Related Transactions      (See below)

Part IV

  Item 14 - Exhibits, Financial Statement Schedules, and
            Reports on Form 8-K                                    10

Signatures                                                         12
</TABLE>
Pursuant to General Instruction G, the information called for by Items 10, 11, 
12 and 13 is omitted by Indiana United Bancorp since Indiana United Bancorp will
file with the Commission a definitive proxy statement pursuant to regulation 14A
not later than 120 days after the close of the fiscal year containing the 
information required by Items 10, 11, 12 and 13.
<PAGE>
 
                               PART I

ITEM 1.  BUSINESS.

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 in 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.  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").  Through these subsidiaries ("Banks"), the Company operates twelve 
offices with 148 full-time equivalent employees in eastern and southern Indiana.
As of December 31, 1997, the Company had consolidated assets of $372 million, 
consolidated deposits of $290 million and shareholders' equity of $31 million.

Through its Banks, the Company offers a broad  range  of financial services 
including: accepting time and transaction deposits; making consumer, commercial,
agri-business 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 payroll processing, 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 chargeoffs 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 various business purposes.

A significant amount of 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.  The Banks have generated residential mortgages for 
their own portfolio and have not purchased or sold residential mortgage loans 
in the secondary market since the Company's ownership.  The Company is 
investigating the possibility of originating loans for sale in the secondary 
market in 1998.  By originating loans for sale, the Company could more fully 
satisfy customer demand for residential mortgages and increase fee income.

Consumer lending includes secured and unsecured loans for personal, family or 
household purposes, such as automobile instalment loans and personal lines of 
credit. During 1997 and 1996, the Banks have concentrated on indirect consumer 
loans.  As a result, consumer loans increased 61% in 1997 and 50% in 1996.  In 
addition to providing greater diversification within the loan portfolio, 
consumer loans also provide a higher gross yield than residential real estate 
mortgages.

The principal source of revenues for the Company is interest and fees on loans, 
which accounted for 74.6% of total revenues in 1997, 71.7% in 1996 and 69.7% 
in 1995.

The Company's investment securities portfolio is comprised of U.S. Treasury, 
federal agency, state and municipal mortgage-backed securities and corporate 
securities.  The Company's entire investment portfolio is classified 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 17.5% of total revenues in 1997, 20.8% in 
1996 and 22.8% in 1995.  As of December 31, 1997, 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 time deposit accounts.  These programs include 
interest and noninterest bearing demand and individual retirement accounts.

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 
permissibility of banks and bank holding companies to acquire thrift 
institutions will undoubtedly further redefine the competitive marketplace.

The Company's Banks are located in 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.

Acquisition

In October 1997, the Company entered into an Agreement and Plan of Merger with 
P.T.C. Bancorp ("PTC"), Brookville, Indiana pursuant to which PTC would merge 
with and into the Company.  PTC's commercial bank subsidiary, People's Trust 
Company, Brookville, Indiana would become a wholly owned subsidiary of the 
Company.  Each outstanding share of PTC at the effective time of the merger 
would be converted into the right to receive 1.075 shares of common stock of the
Company ("PTC Merger").  The Company expects to issue approximately 1,136,417 
shares of common stock in the PTC Merger.  The PTC Merger is expected to qualify
as a "pooling of interests" for accounting and financial reporting purposes.

At December 31, 1997, PTC had total assets of $322.0 million, total deposits 
of $293.8 million and total shareholders' equity of $24.2 million.  PTC had 
net income of $3.4 million for the year ended December 31, 1997 compared to 
$3.3 million for the year ended December 31, 1996.

The PTC Merger is subject to various conditions, including requisite shareholder
and regulatory approvals.  Accordingly, no assurance can be given that the PTC 
Merger will be consummated.

Trust Preferred Securities

In November 1997, the Company formed IUB Capital Trust ("IUB Trust") that is a 
statutory business trust formed under Delaware law and a wholly owned subsidiary
of the Company.  In December 1997, IUB Trust completed the issuance of 
$22,425,000 of cumulative Trust Preferred Securities.  The Trust Preferred 
Securities can be used meet regulatory capital requirements within prescribed 
limits.  The Company intends to utilize the regulatory capital evidenced by the 
Trust Preferred Securities to finance growth resulting from purchasing branches 
from large regional banks, establishing de novo branches and/or acquiring other 
financial institutions and for general corporate purposes.

Branch Purchases

The Company has been recently informed that it was selected as a purchaser of 
two branches from a regional bank holding company in Madison County, Indiana 
following a bid process.  Consummation of the branch acquisitions is subject to 
a due diligence review of the assets of the branches, which was completed in 
early March 1998.  A definitive agreement containing customary conditions for
transactions of this type was completed in late March 1998.  While there can be 
no assurance that the branch acquisitions will be consummated, the Company 
expects such consummation to occur in the second quarter or early in the third 
quarter of 1998.  The branch acquisitions will include approximately $13.6 
million of loans and $32.2 million of deposits.

Employees

As of December 31, 1997, the Company and its subsidiaries had approximately 148 
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 ("BHCA").  This Act subjects BHCs to 
regulations of the Federal Reserve Board ("FRB") and restricts the business of 
BHCs to banking and related activities.  In addition, the Company is a 
nondiversified unitary savings and loan holding company subject to regulations, 
examinations, supervision and reporting requirements of the Office of Thrift 
Supervision ("OTS").

Under the BHCA, 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 BHCA, 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.

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 is supervised, regulated and examined by the Indiana Department of 
Financial Institutions ("DFI") and the Federal Deposit Insurance Corporation 
("FDIC").  Regional Bank is supervised, regulated and examined by the OTS.  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 Union Bank are insured by the Bank Insurance Fund ("BIF") of the
FDIC.  The deposits of Regional Bank are insured by the Savings Association 
Insurance Fund ("SAIF") of the FDIC.  The FDIC has the authority to change 
premiums twice per year.  Commencing in 1997, thrift institutions paid 
approximately five times higher assessment rates than commercial banks (6.44 
cents versus 1.29 cents per $100 of deposits).  After a three-year period, BIF 
and SAIF-insured institutions will pay the same assessment rate of 2.43 cents 
per $100 of deposits.

Branching by banks in Indiana is subject to the jurisdiction, and requires the 
prior approval of the bank's or savings 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 and savings 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 proposed 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 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 ("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, nonbank activities.  The 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.  The 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 of 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 will help pay
for the Financing Corp. ("FICO") bond interest payments at an assessment rate 
that is one-fifth the rate paid by thrifts.  Beginning January 1, 2000, the FICO
interest payments will be paid pro-rata by banks and thrifts.  Deposit shifting
is prohibited for three years and the $2,000 annual minimum assessment was 
repealed.  The BIF and SAIF will be merged on January 1, 1999 providing a law is
passed by that date merging the bank and thrift charters.  In addition, there 
were more than forty regulatory relief provisions in this bill.

Capital Requirements

The Company and its subsidiary Banks must meet certain minimum capital 
requirements mandated by the FRB, FDIC, OTS 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, 1997, the 
Company's leverage ratio of capital to total assets was 10.7%.

The FRB, OTS 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 17.4% and its Total Capital to Risk-Weighted 
Assets Ratio was 24.0% at December 31, 1997.  The Company's Banks had capital to
asset ratios and risk-adjusted capital ratios at December 31, 1997, in excess of
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.

Year 2000

The Company, like most companies, faces a potentially serious information 
systems (computer) problem because many software applications and operational
programs written in the past may not properly recognize calendar dates beginning
in the year 2000.  This problem could force computers to either shut down or 
provide incorrect data or information.  The Company has begun the process of 
identifying the changes required to computer programs and hardware.  While the 
Company believes it is taking all appropriate steps to assure year 2000 
compliance, it is dependent on vendor compliance to some extent.  The Company is
requiring software and systems vendors to represent that the services and 
products provided are, or will be, year 2000 compliant, and contemplates a 
program of testing compliance.

ITEM 2.  PROPERTIES.

Indiana United Bancorp owns no physical properties and has no need for space 
other than what is available at the offices of its subsidiaries.  Its 
subsidiaries own, free of encumbrances, all of the facilities from which they 
conduct business, except for a portion of the land upon which the Union Bank has
constructed its principal office and drive-in facility in Portland, which is 
under long-term lease arrangements and the IGA supermarket branch in Greensburg.
During 1997, the Company relocated the Grantline Branch of Regional Bank and in 
1998 is considering relocating certain Union Bank branches.  Relocating the
Grantline Branch and the possibility of relocating certain Union Bank branches 
is intended to increase visibility, enhance drive-through banking and ATM 
accessibility and improve ingress and egress.  The Company has 12 locations of 
which Union Bank has 9 locations and Regional Bank has 3 locations.  At 
December 31, 1997, the Company had $6,402,000 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 such claims.

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

No matters were submitted during the fourth quarter of 1997 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 
Company's Annual Report to Shareholders, Exhibit 13.

ITEM 6.  SELECTED FINANCIAL DATA.

The information required under this item is incorporated by reference to the 
Company's Annual Report to Shareholders, 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 
Company's Annual Report to Shareholders, Exhibit 13.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required under this item is incorporated by reference to the 
Company's Annual Report to Shareholders, 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 Company's Annual Report to Shareholders,
Exhibit 13.

ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

In connection with its audits for the two most recent fiscal years ended 
December 31, 1997 there have been no disagreements (as defined in Item 4(b) of 
Form 8-K) with the Company's independent certified public accountants on any 
matter of accounting principles or practices, financial statement disclosure or 
auditing scope or procedure.
<PAGE>

                               PART IV
<TABLE>
<CAPTION>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

                                                           Included in
                                                              Annual       
                                                              Report 
<S>                                                           <C>           
(a)1.  Financial statements                                       

        Indiana United Bancorp and Subsidiary                     
         Independent auditor's report                           19
         Consolidated balance sheet at December        
           31, 1997 and 1996                                    20
         Consolidated statement of income, years                 
           ended December 31, 1997, 1996 and 1995               21
         Consolidated statement of cash flows,                   
           years ended December 31, 1997, 1996 and 1995         22
         Consolidated statement of changes in                    
           shareholders' equity, years ended December 31,       
           1997, 1996 and 1995                                  23
         Notes to consolidated financial
           statements                                         23-30
     
(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:                                                  
                                                                
       2    Agreement and Plan of Merger dated as of October 8, 1997 
             between Indiana United Bancorp and P.T.C. Bancorp 
             (incorporated by reference to Annex A to the Joint Proxy 
             Statement/Prospectus on Form S-4 filed on March 17, 1998 
             with the Commission (Registration No. 333-48057)).
      
       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)).
     
       3.2  Bylaws (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, 1992 filed on or about 
             March 30, 1993 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 (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)).
     
       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 (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)), which is incorporated 
             by reference.
     
      10.1  Employment Agreement dated as of October 10, 1995 between 
             the Registrant and Michael K. Bauer (incorporated by
             reference to Exhibit 10.4 to the Registration Statement on 
             Form S-2 of the Registrant filed November 19, 1997 with the 
             Commission (Registration No. 333-40579)).
     
      10.2  Form of Employment Agreement between the Registrant and 
             James L. Saner (included as an exhibit to Annex A to the 
             Joint Proxy Statement/Prospectus on Form S-4 filed
             March 17, 1998 with the Commission (Registration 
             No. 333-48057) which is incorporated by reference.
     
      12    Statement regarding computation of ratio of earnings to 
             fixed charges (incorporated by reference to Exhibit 12 to 
             the Registration Statement on Form S-2 of the Registrant 
             filed as an exhibit to Amendment No. 1 to such Registration
             Statement on December 3, 1997 with the Commission 
             (Registration No. 333-40579)).
     
      13    1997 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.            
      
      22    Consent of Geo. S. Olive & Co. LLC.                  
     
      27    Financial Data Schedule.                           
     
(b)         Reports on Form 8-K                                        
             The Registrant filed a Form 8-K as of October 22, 1997 
              containing an Agreement and Plan of Merger between the 
              Registrant and P.T.C. Bancorp.
</TABLE>

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 30th day of March, 
1998.

                                   INDIANA UNITED BANCORP


                                    By /s/Robert E. Hoptry
                                    Robert E. Hoptry, President

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.
<TABLE>
<CAPTION>
      Signature                   Capacity                  Date
<S>                       <C>                              <C>
/s/ William G. Barron     Director                         March 30, 1998
William G. Barron                                                   
                                                                    
                                                                    
/s/ Jay B. Fager          Treasurer                        March 30, 1998
Jay B. Fager              [Chief Financial                          
                          Officer]
                                                                    
                                                                    
/s/ Philip A. Frantz      Director                         March 30, 1998
Philip A. Frantz                                                    
                                                                    
                                                                    
/s/ Robert E. Hoptry      Chairman of the Board            March 30, 1998
Robert E. Hoptry          and President [Chief                          
                          Executive Officer]
                                                                    
                                                                    
/s/ Martin G. Wilson      Director                         March 30, 1998
Martin G. Wilson                                                    
                                                                    
                                                                    
/s/ Edward J. Zoeller     Director                         March 30, 1998
Edward J. Zoeller                                                   
</TABLE>
<PAGE>