FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

(Mark One)

[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

For the quarterly period ended March 31, 1997
                               --------------

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934


For the transition period from ____________ to _______________

Commission File Number 2-47541

                              RIVER VALLEY BANCORP
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

Indiana                                               35-1984567
--------------------------------------------------------------------------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                        Identification Number)

303 Clifty Drive
Madison, Indiana                                            47250
----------------                                           --------
(Address of principal                                     (Zip Code)
executive office)

Registrant's telephone number, including area code: (812) 265-3421

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 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

As of  May  9,  1997,  the  latest  practicable  date  1,190,250  shares  of the
registrant's common stock, without par value, were issued and outstanding.





                               Page 1 of 16 pages


<PAGE>


River Valley Bancorp


                                      INDEX

                                                                      Page

PART I - FINANCIAL INFORMATION

Consolidated Statements of Financial Condition                          3

Consolidated Statements of Earnings                                     4

Consolidated Statements of Cash Flows                                   5

Notes to Consolidated Financial Statements                              7

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


PART II - OTHER INFORMATION                                            15

SIGNATURES                                                             16












                                        2


<PAGE>


                              River Valley Bancorp
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                        (In thousands, except share data)

<TABLE>
<CAPTION>
                                                                                       March 31,              December 31,
         ASSETS                                                                          1997                     1996
                                                                                                        
<S>                                                                                   <C>                      <C>      
Cash and due from banks                                                               $   2,999                $   4,209
Federal funds sold                                                                          300                       --
Interest bearing deposits in other financial institutions                                 3,235                    4,476
                                                                                      ---------                ---------
         Cash and cash equivalents                                                        6,534                    8,685
                                                                                                        
Certificates of deposit in other financial institutions                                     299                      100
Investment securities designated as available for sale - at market                        1,440                    3,448
Inv estment securities - at amortized cost, approximate market value of                                 
  $3,423 and $5,434 as of March 31, 1997 and December 31, 1996                            3,500                    5,500
Mortgage-backed securities designated as available for sale - at market                   5,017                    5,041
Mo rtgage-backed and related securities - at cost, approximate market                                   
  value of $7,150 and $7,794 as of March 31, 1997 and December 31, 1996                   7,192                    7,805
Lo ans receivable - net                                                                 107,696                  107,918
L oans held for sale - at lower of cost or market                                           944                    1,076
Off ice premises and equipment - at depreciated cost                                      1,813                    2,057
Real estate acquired through foreclosure                                                     82                       --
Fede ral Home Loan Bank stock - at cost                                                     943                      943
Federal Reserve Bank stock - at cost                                                         80                       80
Accrued interest receivable on loans                                                        770                      819
Accr ued interest receivable on mortgage-backed securities                                   86                       78
Accru ed interest receivable on investments and interest-bearing deposits                    58                      171
Good will, net of accumulated amortization                                                  266                      272
Cash  surrender value of life insurance                                                     758                      747
Prep aid expenses and other assets                                                          195                      169
Prep aid federal income taxes                                                                --                        4
Deferred tax asset                                                                          652                      628
                                                                                      ---------                ---------
         Total assets                                                                 $ 138,325                $ 145,541
                                                                                      =========                =========
                                                                                                        
         LIABILITIES AND STOCKHOLDERS' EQUITY                                                           
                                                                                                        
Deposits                                                                              $ 118,661                $ 125,656
Advances from the Federal Home Loan Bank                                                    500                    1,100
Ad vances by borrowers for taxes and insurance                                               84                       70
Accru ed interest payable                                                                   240                      279
Othe r liabilities                                                                        1,436                    1,422
Accrued federal income taxes                                                                 91                       --
Minority interest in consolidated subsidiary                                                214                      209
                                                                                      ---------                ---------
         Total liabilities                                                              121,226                  128,736
                                                                                                        
Stockholders' equity                                                                                    
  Preferred stock - 2,000,000 shares without par value                                                  
    authorized; no shares issued                                                             --                       --
  Common stock - 5,000,000 shares without par value authorized;                                         
    1,190,250 shares issued and outstanding                                                  --                       --
  Additional paid in capital                                                             11,173                   11,173
  Retained earnings - substantially restricted                                            6,976                    6,635
  Shares acquired by Employee Stock Ownership Plan (ESOP)                                  (952)                    (952)
  Unrealized losses on securities designated as available for sale,                                     
    net of related tax effects                                                              (98)                     (51)
                                                                                      ---------                ---------
         Total stockholders' equity                                                      17,099                   16,805
                                                                                      ---------                ---------
                                                                                                        
         Total liabilities and stockholders' equity                                   $ 138,325                $ 145,541
                                                                                      =========                =========
</TABLE>

                                                    
                                                         3

<PAGE>



                              River Valley Bancorp

                      CONSOLIDATED STATEMENTS OF EARNINGS

                      For the three months ended March 31,
                       (In thousands, except share data)


                                                             1997       1996
Interest income
  Loans                                                    $ 2,201    $ 1,117
  Mortgage-backed and related securities                       206        149
  Investment securities                                         87        150
  Interest-bearing deposits and other                          117         43
                                                           -------    -------
       Total interest income                                 2,611      1,459

Int erest expense
  Deposits                                                   1,250        854
  Borrowings                                                     4         36
                                                           -------    -------
         Total interest expense                              1,254        890
                                                           -------    -------

               Net interest income                           1,357        569

Provision for losses on loans                                   96          6
                                                           -------    -------
               Net interest income after
                  provision for losses on loans              1,261        563

Other income
  Insurance commissions                                         12         60
  Gain on sale of investment securities                          2         --
  Loss on sale of loans                                         (4)        --
  Gain on sale of office premises and equipment                203         --
  Service fees, charges and other operating                    198         48
                                                           -------    -------
         Total other income                                    411        108

General, administrative and other expense
  Employee compensation and benefits                           561        294
  Occupancy and equipment                                      128         44
  Federal deposit insurance premiums                            10         45
  Amortization of goodwill                                       6          1
  Data processing                                               70         70
  Other operating                                              313         99
                                                           -------    -------
         Total general, administrative and other expense     1,088        553
                                                           -------    -------

  Earnings before income taxes                                 584        118

Income taxes
  Current                                                      250         82
  Deferred                                                      (7)       (28)
                                                           -------    -------
         Total income taxes                                    243         54
                                                           -------    -------

         NET EARNINGS                                      $   341    $    64
                                                           =======    =======

         EARNINGS PER SHARE                                $   .31        N/A



                                        4


<PAGE>


                              River Valley Bancorp

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                      For the three months ended March 31,
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                           1997       1996

Cash flows from operating activities:
<S>                                                                                      <C>        <C>    
  Net earnings for the period                                                            $   341    $    64
  Adjustments to reconcile net earnings to net cash
  provided by (used in) operating activities:
    Amortization of premiums and discounts on
      investments and mortgage-backed securities - net                                         1          3
    Gain on sale of investment securities designated as available for sale                    (2)        --
    Loans orginated for sale in the secondary market                                        (944)        --
    Proceeds from sale of loans in the secondary market                                    1,072         --
    Loss on sale of loans                                                                      4         --
    Amortization of deferred loan origination costs                                           20          7
    Provision for losses on loans                                                             96          6
    Depreciation and amortization                                                             49         13
    Amortization of goodwill                                                                   6          1
    Proceeds from sale of office premises and equipment                                      407         --
    Gain on sale of office premises and equipment                                           (203)        --
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable on loans                                                    49         20
      Accrued interest receivable on mortgage-backed securities                               (8)         5
      Accrued interest receivable on investments and interest-
        bearing deposits                                                                     113        146
      Prepaid expenses and other assets                                                      (26)        14
      Accrued interest payable                                                               (39)         5
      Other liabilities                                                                       14         47
      Income taxes
        Current                                                                               95         72
        Deferred                                                                              (7)       (28)
                                                                                         -------    -------
         Net cash provided by operating activities                                         1,038        375

Cash flows provided by (used in) investing activities:
  Proceeds from maturity of investment securities                                          2,000      3,000
  Proceeds from sale of investment securities designated as available for sale             2,002         --
  Purchase of mortgage-backed securities                                                     (67)        --
  Principal repayments on mortgage-backed securities                                         650        768
  Loan principal repayments                                                                7,251      3,036
  Loan disbursements                                                                      (7,225)    (2,497)
  Purchase of office equipment                                                                (9)        --
  (Increase) decrease in certificates of deposit in other financial institutions - net      (199)       100
  Purchase of single premium life insurance                                                   --       (188)
  Increase in cash surrender value of life insurance                                         (11)        (6)
                                                                                         -------    -------
         Net cash provided by investing activities                                         4,392      4,213
                                                                                         -------    -------

         Net cash provided by operating and investing
           activities (subtotal carried forward)                                           5,430      4,588
                                                                                         -------    -------
</TABLE>

                                                         5

<PAGE>

                              River Valley Bancorp

               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                      For the three months ended March 31,
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                    1997       1996
<S>                                                                                <C>        <C>    
         Net cash provided by operating and investing
           activities (subtotal brought forward)                                   $ 5,430    $ 4,588

Cash flows provided by (used in) financing activities:
  Increase (decrease) in deposit accounts                                           (6,995)     4,021
  Repayment of Federal Home Loan Bank advances                                        (600)    (2,471)
  Advances by borrowers for taxes and insurance                                         14         30
                                                                                   -------    -------
         Net cash provided by (used in) financing activities                        (7,581)     1,580
                                                                                   -------    -------

Net increase (decrease) in cash and cash equivalents                                (2,151)     6,168

Cash and cash equivalents at beginning of period                                     8,685      2,389
                                                                                   -------    -------

Cash and cash equivalents at end of period                                         $ 6,534    $ 8,557
                                                                                   =======    =======

Supplemental  disclosure of cash flow  information:  
  Cash paid during the period for:
    Federal income taxes                                                           $   108         $-
                                                                                   =======    =======

    Interest on deposits and borrowings                                            $ 1,293    $   885
                                                                                   =======    =======

Supplemental disclosure of noncash investing activities:
  Transfers from loans to real estate acquired through foreclosure                 $    82         $-
                                                                                   =======    =======

  Unrealized losses on securities designated as available
    for sale, net of related tax effects                                           $   (47)   $   (39)
                                                                                   =======    =======
</TABLE>












                                        6


<PAGE>



                              River Valley Bancorp

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




         On March 5,  1996,  the Board of  Directors  of Madison  First  Federal
         Savings and Loan  Association  ("First  Federal" or the  "Association")
         adopted an overall plan of conversion and  reorganization  (the "Plan")
         whereby  First  Federal  would  convert to the stock form of ownership,
         followed by the issuance of all of First Federal's outstanding stock to
         a newly formed holding company, River Valley Bancorp ("River Valley" or
         the  "Corporation").  Pursuant to the Plan, the Corporation offered for
         sale up to  1,190,250  common  shares to  certain  depositors  of First
         Federal and members of the  community.  The conversion was completed on
         December  20, 1996,  and  resulted in the issuance of 1,190,250  common
         shares of the Corporation  which,  after  consideration of offering and
         acquisition  expenses  totaling  approximately   $730,000,  and  shares
         purchased  by the  ESOP  totaling  $952,000,  resulted  in net  capital
         proceeds of $10.2 million. The financial statements included herein for
         periods prior to December 20, 1996, are those of First Federal prior to
         the conversion to stock form.

         In connection with the  Conversion,  River Valley acquired 95.6% of the
         outstanding stock of Citizens National Bank of Madison (the "Bank") for
         $3.1  million.  This  acquisition  was accounted for using the purchase
         method  of  accounting  and as such,  the March  31,  1996,  statements
         presented herein have not been restated for this acquisition.

         The  Corporation  is a  financial  institution  holding  company  whose
         activities are primarily  limited to holding the stock of First Federal
         and the Bank,  (collectively,  the  "Institutions").  The  Institutions
         conduct  a general  banking  business  in  southeastern  Indiana  which
         consists of attracting  deposits  from the general  public and applying
         those funds to the  origination of loans for consumer,  residential and
         commercial purposes.  The Institutions'  profitability is significantly
         dependent  on net  interest  income,  which is the  difference  between
         interest income generated from interest-earning  assets (i.e. loans and
         investments)  and  the  interest   expense  paid  on   interest-bearing
         liabilities (i.e.  customer deposits and borrowed funds).  Net interest
         income is affected by the relative  amount of  interest-earning  assets
         and  interest-bearing  liabilities and the interest received or paid on
         these  balances.  The level of  interest  rates paid or received by the
         Association and the Bank can be significantly influenced by a number of
         competitive  factors,  such as governmental  monetary policy,  that are
         outside of management's control.

         1.  Basis of Presentation

         The  accompanying  unaudited  financial  statements  were  prepared  in
         accordance with  instructions  for Form 10-QSB and,  therefore,  do not
         include information or footnotes necessary for a complete  presentation
         of  financial  position,  results  of  operations  and  cash  flows  in
         conformity with generally accepted accounting principles.  Accordingly,
         these  financial  statements  should  be read in  conjunction  with the
         Corporation's  Annual Report on Form 10-KSB for the year ended December
         31,  1996.  However,  in the  opinion of  management,  all  adjustments
         (consisting of only normal recurring  accruals) which are necessary for
         a fair presentation of the financial statements have been included. The
         results of  operations  for the three  months  ended March 31, 1997 and
         1996  are  not  necessarily  indicative  of the  results  which  may be
         expected for an entire fiscal year.






                                        7




<PAGE>




                              River Valley Bancorp

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



         2.  Principles of Consolidation

         The  consolidated  financial  statements  include  the  accounts of the
         Corporation and its subsidiaries, the Bank and First Federal, and First
         Federal's   subsidiary,   Madison  First  Service  Corporation  ("First
         Service").  All significant intercompany balances and transactions have
         been eliminated in the accompanying consolidated financial statements.


         3.  Effect of Recent Accounting Pronouncements

         In October 1995, the Financial  Accounting Standards Board (the "FASB")
         issued Statement of Financial  Accounting  Standards  ("SFAS") No. 123,
         "Accounting  for  Stock-Based  Compensation,"   establishing  financial
         accounting and reporting standards for stock-based  compensation plans.
         SFAS  No.  123  encourages  all  entities  to  adopt  a new  method  of
         accounting to measure compensation cost of all stock compensation plans
         based  on the  estimated  fair  value  of the  award  at the  financial
         statement date. Companies are, however,  allowed to continue to measure
         compensation  cost for those  plans  using the  intrinsic  value  based
         method of accounting,  which  generally does not result in compensation
         expense recognition for most plans. Companies that elect to remain with
         the existing  accounting  are required to disclose in a footnote to the
         financial statements pro forma net earnings and, if presented, earnings
         per  share,  as if  SFAS  No.  123 had  been  adopted.  The  accounting
         requirements  of SFAS No. 123 are  effective for  transactions  entered
         into during fiscal years that begin after  December 15, 1995,  although
         companies are required to disclose  information  for awards  granted in
         their first fiscal year beginning after December 15, 1994. River Valley
         does  not  currently  have  any  stock-based  compensation  plans,  and
         therefore the  disclosure  provisions of SFAS No. 123 have no effect on
         consolidated financial position or results of operations.

         In June 1996, the FASB issued SFAS No. 125,  "Accounting  for Transfers
         of  Financial   Assets,   Servicing  Rights,   and   Extinguishment  of
         Liabilities",   that  provides  accounting  guidance  on  transfers  of
         financial assets,  servicing of financial assets, and extinguishment of
         liabilities.  SFAS No. 125  introduces  an approach to  accounting  for
         transfers  of  financial  assets that  provides a means of dealing with
         more  complex  transactions  in which  the  seller  disposes  of only a
         partial  interest in the assets,  retains rights or obligations,  makes
         use of special purpose  entities in the  transaction,  or otherwise has
         continuing  involvement with the transferred assets. The new accounting
         method, referred to as the financial components approach, provides that
         the carrying amount of the financial assets transferred be allocated to
         components of the transaction based on their relative fair values. SFAS
         No. 125 provides criteria for determining whether control of assets has
         been relinquished and whether a sale has occurred. If the transfer does
         not  qualify as a sale,  it is  accounted  for as a secured  borrowing.
         Transactions  subject to the provisions of SFAS No. 125 include,  among
         others,  transfers involving repurchase agreements,  securitizations of
         financial assets,  loan  participations,  factoring  arrangements,  and
         transfers of receivables with recourse.







                                        8




<PAGE>

                              River Valley Bancorp

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



         3. Effect of Recent Accounting Pronouncements (continued)

         An entity that  undertakes an obligation  to service  financial  assets
         recognizes  either a servicing  asset or  liability  for the  servicing
         contract  (unless related to a  securitization  of assets,  and all the
         securitized assets are retained and classified as held-to-maturity).  A
         servicing  asset or liability that is purchased or assumed is initially
         recognized  at its fair value.  Servicing  assets and  liabilities  are
         amortized  in  proportion  to and  over the  period  of  estimated  net
         servicing  income or net  servicing  loss and are subject to subsequent
         assessments for impairment based on fair value.

         SFAS No. 125  provides  that a  liability  is removed  from the balance
         sheet only if the debtor  either pays the  creditor  and is relieved of
         its obligation for the liability or is legally  released from being the
         primary obligor.

         SFAS No. 125 is  effective  for  transfers  and  servicing of financial
         assets and  extinguishment of liabilities  occurring after December 31,
         1997,  and  is to be  applied  prospectively.  Earlier  or  retroactive
         application is not permitted. Management does not believe that adoption
         of SFAS No. 125 will have a material  adverse  effect on River Valley's
         consolidated financial position or results of operations.


         In February  1997,  the FASB issued SFAS No. 128  "Earnings Per Share",
         which  requires  companies to present basic  earnings per share and, if
         applicable,  diluted  earnings per share,  instead of primary and fully
         diluted earnings per share,  respectively.  Basic earnings per share is
         computed without including  potential common shares,  i.e., no dilutive
         effect.   Diluted   earnings   per  share  is   computed   taking  into
         consideration  common shares  outstanding and dilutive potential common
         shares,  including  options,   warrants,   convertible  securities  and
         contingent  stock  agreements.  SFAS No. 128 is  effective  for periods
         ending after December 15, 1997. Early adoption is not permitted.  Based
         upon the  provisions  of SFAS No.  128,  the  Corporation's  basic  and
         diluted  earnings  per share for the three  months ended March 31, 1997
         would each have been $.31.


         4.  Pending Legislative Changes


         Legislation  enacted  in 1996  recapitalized  the  Savings  Association
         Insurance  Fund (the  "SAIF")  and  significantly  reduced  the deposit
         insurance  premiums  paid  by  savings  associations,  including  First
         Federal.  This legislation also provided for the merger of the SAIF and
         the Bank Insurance Fund (the "BIF") by 1999, but not until such time as
         bank and thrift  charters  are  combined.  Since the  enactment of this
         legislation  in 1996, a bill has been  introduced  in the House Banking
         Committee  that  would  consolidate  the OTS  with  the  Office  of the
         Comptroller of the Currency and would require  savings  associations to
         convert to state or  national  commercial  banks.  If this bill were to
         become  law,  First  Federal's   authority  to  engage  in  diversified
         activities  would be limited or  prohibited.  The proposed  legislation
         would also  subject the  Corporation,  as the holding  company of First
         Federal,  to  regulation  as a bank  holding  company  rather than as a
         savings and loan holding company. It cannot be predicted with certainty
         whether or when this bill, or any similar bill, might be enacted or the
         extent to which the Corporation would be affected thereby.







                                        9




<PAGE>


                              River Valley Bancorp

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



         5. Earnings Per Share

         Earnings per share has been calculated based upon the  weighted-average
         number of shares  outstanding  during  the  period,  less the number of
         shares  in the  ESOP  that  are  unallocated  and not  committed  to be
         released. Using this formula, the Corporation's weighted average number
         of shares  outstanding  totaled  1,095,030  for the three  months ended
         March 31,  1997.  Calculating  earnings  per share for the three months
         ended  March  31,  1996  is  inapplicable  as the  Corporation  was not
         incorporated until May 22, 1996 and did not complete its stock offering
         until December, 1996.

         6. Reclassification

         Certain  reclassifications  have  been  made to the  1996  consolidated
         financial statements to conform to the March 31, 1997 presentation.














                                       10



<PAGE>



                              River Valley Bancorp

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

           For the three month periods ended March 31, 1997 and March 31, 1996



         Forward-Looking Statements

         In addition to historical  information  contained herein, the following
         discussion  contains forward- looking statements that involve risks and
         uncertainties. Economic circumstances, the Corporation's operations and
         the Corporation's  actual results could differ significantly from those
         discussed in the forward-looking  statements.  Some of the factors that
         could cause or contribute to such  differences are discussed herein but
         also include  changes in the economy and  interest  rates in the nation
         and the Corporation's market area generally.

         Some  of  the  forward-looking   statements  included  herein  are  the
         statements  regarding  management's  determination  of  the  amount  of
         allowance for losses on loans,  legislative changes with respect to the
         federal   thrift   charter   and  the  effect  of  certain   accounting
         pronouncements.


         Discussion of Changes in Financial  Condition from December 31, 1996 to
         March 31, 1997

         At March 31, 1997,  River Valley's  consolidated  assets totaled $138.3
         million,  a decrease of $7.2  million,  or 5.0%,  from the December 31,
         1996 total of $145.5  million.  The  decrease  was  primarily  due to a
         decrease in the  deposit  portfolio  of $7.0  million and a decrease in
         advances  from the  Federal  Home  Loan  Bank of  $600,000,  which  was
         partially  offset  by an  increase  of  $294,000,  or  1.7%,  in  total
         stockholders' equity.

         Liquid  assets  (i.e.,  cash,  federal  funds  sold,   interest-bearing
         deposits and  certificates  of deposit)  decreased by $2.0 million from
         December  31, 1996 levels to a total of $6.8 million at March 31, 1997.
         Investment  securities  totaled  $4.9  million  at March  31,  1997,  a
         decrease of $4.0  million,  or 44.8%,  from  December  31, 1996 levels.
         During the three month  period  ended  March 31,  1997,  maturities  of
         investment  securities totaled $2.0 million,  while proceeds from sales
         of investment  securities designated as available for sale totaled $2.0
         million  for  the  period.   Mortgage-backed  securities  decreased  by
         $637,000,  or 5.0%,  to a total of $12.2  million  at March  31,  1997,
         primarily due to principal repayments of $650,000.

         Loans  receivable  totaled $108.6 million at March 31, 1997, a decrease
         of $354,000,  or 0.3%,  from the $109.0  million  total at December 31,
         1996. The decrease resulted primarily from principal repayments of $7.3
         million and sales of $1.1 million,  which were partially offset by loan
         originations during the period of $8.2 million.

         The Corporation's  consolidated  allowance for loan losses totaled $1.2
         million  and $1.1  million at March 31,  1997 and  December  31,  1996,
         respectively,  which represented 1.03% and .99% of total loans at those
         dates. Nonperforming loans (defined as loans delinquent greater than 90
         days and loans on nonaccrual  status)  totaled  $85,000 and $819,000 at
         March 31, 1997 and  December 31,  1996,  respectively.  The decrease in
         nonperforming  loans  was  primarily  due  to  restoration  of  certain
         borrowers to a current status.



                                       11





<PAGE>



                              River Valley Bancorp

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

            For the three month periods ended March 31, 1997 and March 31, 1996



         Discussion of Changes in Financial Condition from December 31, 1996 to
         March 31, 1997 (continued)

         Although  management  believes  that its  allowance  for loan losses at
         March  31,  1997 was  adequate  based  upon  the  available  facts  and
         circumstances,  there  can  be no  assurance  that  additions  to  such
         allowance  will  not  be  necessary  in  future  periods,  which  could
         negatively affect the Corporation's results of operations.

         Deposits  decreased  by $7.0  million,  or 5.6%,  to a total of  $118.7
         million, compared to the $125.7 million total at December 31, 1996. The
         decline can be attributed to deposits sold in conjunction with the sale
         of the Bank's former branch in Hanover,  Indiana, which was consummated
         on February 28, 1997.

         Advances from the Federal Home Loan Bank totaled  $500,000 at March 31,
         1997, a decrease of $600,000,  or 54.5%, from the $1.1 million total at
         December 31, 1996. The decrease was due to current period repayments of
         $600,000.

         Stockholders'  equity  totaled  $17.1  million  at March 31,  1997,  an
         increase of $294,000, or 1.7%, from the $16.8 million total at December
         31, 1996. The increase resulted  primarily from current period earnings
         of $341,000,  partially offset by an increase in the unrealized  losses
         on securities  designated as available for sale. The  Institutions  are
         required to maintain  minimum  regulatory  capital  pursuant to federal
         regulations.  At March 31, 1997, the respective equity capital exceeded
         all applicable regulatory capital requirements.


         Comparison  of Results of  Operations  for the Three Months Ended March
         31, 1997 and March 31, 1996

         Increases  in the level of income and  expenses  during the three month
         period ended March 31, 1997, as compared to the  comparable  quarter in
         1996, is partially due to the acquisition by the Cropration of the Bank
         on December 20, 1996.  This  transaction  was  accounted  for using the
         purchase method of accounting.  Accordingly,  the statement of earnings
         and the  statement  of cash flow for the  quarter  ended March 31, 1996
         were not restated for the Acquisition.

         General

         River  Valley's net earnings for the three months ended March 31, 1997,
         totaled $341,000,  an increase of $277,000, or 432.8%, over the $64,000
         of net earnings reported in the comparable 1996 period. The increase in
         earnings in the 1997 period is primarily attributable to an increase in
         net  interest  income of $788,000  and an increase of $303,000 in other
         income,  which was partially offset by an increase in the provision for
         losses on loans of $90,000, an increase in general,  administrative and
         other  expense of $535,000 and an increase in the provision for federal
         income taxes of $189,000.




                                       12
<PAGE>


                              River Valley Bancorp

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


            For the three month periods ended March 31, 1997 and March 31, 1996



         Comparison  of Results of  Operations  for the Three Months Ended March
         31, 1997 and March 31, 1996 (continued)

         Net Interest Income

         Total  interest  income  for the three  months  ended  March 31,  1997,
         amounted to $2.6 million,  an increase of $1.2 million,  or 80.0%, over
         the  comparable  quarter in 1996,  reflecting  the effects of growth in
         average  interest-earning assets outstanding,  coupled with an increase
         in yield  year-to-year.  Interest  income on loans and  mortgage-backed
         securities  totaled  $2.4  million for the three months ended March 31,
         1997, an increase of $1.1 million,  or 90.1%,  over the comparable 1996
         quarter.  The increase  resulted  primarily from the $54.1 million,  or
         80.5%,  increase  in  the  average  balance  outstanding  year-to-year.
         Interest income on investments and interest-bearing  deposits increased
         by  $11,000,  or 5.7%,  due to a decrease  in average  balances of $5.5
         million which was partially  offset by an  approximate  269 basis point
         increase in yield over the comparable 1996 period.

         Interest  expense on deposits  increased  by $396,000,  or 46.4%,  to a
         total of $1.3 million for the three  months  ended March 31, 1997,  due
         primarily  to a  $44.0  million  increase  in the  average  balance  of
         deposits outstanding. Interest expense on borrowings totaled $4,000 for
         the three months ended March 31, 1997, a decrease of $32,000, or 88.9%,
         from the comparable  quarter in 1996. The decrease  resulted  primarily
         from  a  $1.6  million  decrease  in  average  borrowings   outstanding
         year-to-year.

         Provision for Losses on Loans

         A  provision  for losses on loans is charged to  earnings  to bring the
         total  allowance for loan losses to a level  considered  appropriate by
         management  based upon  historical  experience,  the volume and type of
         lending conducted by the Institutions, the status of past due principal
         and interest  payments,  general economic  conditions,  particularly as
         such  conditions  relate to the  Institutions'  market area,  and other
         factors  related  to  the   collectibility  of  the  Institutions  loan
         portfolio.  As a result of such analysis,  management  concluded that a
         charge to the  provision  for losses on loans for $96,000 for the three
         months  ended March 31,  1997,  was  appropriate.  The  current  period
         provision generally reflects the growth in non-residential  real estate
         and commercial loans.

         Other Income

         Other income  increased by  $303,000,  or 280.6%,  for the three months
         ended March 31,  1997,  as  compared  to the same  period in 1996,  due
         primarily to a $203,000  gain on sale of office  premises and equipment
         coupled with a $150,000,  or 312.5%,  increase in service fees, charges
         and other operating income, which were partially offset by a decline of
         $48,000, or 80.0%, in insurance commissions  year-to-year.  The gain on
         sale of  office  premises  resulted  from the  Association's  sale of a
         branch office  facility  during the quarter,  as required in accordance
         with the terms of regulatory  approval of the Association's  conversion
         and the Corporation's acquisition of the Bank. The decline in insurance
         commissions  resulted  from  the  Association's  sale of its  insurance
         agency subsidiary during 1996.

                                       13



<PAGE>


                              River Valley Bancorp

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


       For the three month periods ended March 31, 1997 and March 31, 1996



         Comparison  of Results of  Operations  for the Three Months Ended March
         31, 1997 and March 31, 1996 (continued)

         General, Administrative and Other Expense

         General,  administrative  and other expense  increased by $535,000,  or
         96.7%,  during the three months  ended March 31, 1997,  compared to the
         same period in 1996. This increase resulted  primarily from a $267,000,
         or 90.8%,  increase in employee  compensation and benefits, an $84,000,
         or 190.9%,  increase in  occupancy  and  equipment  and a $213,000,  or
         213.0%,  increase  in other  operating  expense,  which were  partially
         offset by a $35,000,  or 77.8%,  decrease in federal deposit  insurance
         premiums. The increase in other operating expense reflects increases in
         professional  fees and other costs associated with the public reporting
         requirements of a public stock company.

         Income Taxes

         The provision for income taxes  increased by $189,000,  or 350.0%,  for
         the three months  ended March 31, 1997,  as compared to the same period
         in 1996.  This  increase  resulted  primarily  from an  increase in net
         earnings  before tax of $466,000,  or 394.9%.  The  effective tax rates
         were  41.6% and 45.8% for the three  months  ended  March 31,  1997 and
         1996, respectively.







                                       14



<PAGE>

                              River Valley Bancorp

PART II



ITEM 1.           Legal Proceedings

                  Not applicable

ITEM 2.           Changes in Securities

                  None

ITEM 3.           Defaults Upon Senior Securities

                  Not applicable

ITEM 4.           Submission of Matters to a Vote of Security Holders

                  Not applicable

ITEM 5.           Other Information

                  None

ITEM 6.           Exhibits and Reports on Form 8-K

                      Reports on Form 8-K:    None

                      Exhibit 27: Financial Data Schedule for the three
                                  month  period ended March 31, 1997













                                       15


<PAGE>



                                   SIGNATURES


Pursuant  to the  requirements  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.





Date: May 14, 1997                        By: /s/James E. Fritz
                                               ---------------------------------
                                                      James E. Fritz
                                                      CEO/President



Date: May 14, 1997                        By: /s/J. Wayne Deveary
                                               ---------------------------------
                                                      J. Wayne Deveary
                                                      Chief Financial Officer


















                                       16