As filed with the Securities and Exchange Commission on August 27, 2002
                              Registration No. 333-
                                                    ----------------------------

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                       -----------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         NORTHEAST INDIANA BANCORP, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        Delaware                                                 35-1948594
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                            Identification No.)

648 N. Jefferson Street, Huntington, Indiana                    46750-2101
--------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)

                         NORTHEAST INDIANA BANCORP, INC.
                           2002 OMNIBUS INCENTIVE PLAN
                         -------------------------------
                            (Full title of the plan)

                               Jeffrey M. Werthan
                          Katten Muchin Zavis Rosenman
                              East Lobby, Suite 700
                       1025 Thomas Jefferson Street, N.W.
                            Washington, DC 20007-5201
                       ----------------------------------
                     (Name and address of agent for service)

                                 (202) 625-3500
                                  -------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=================================================================================================

                                        Proposed maximum       Proposed
Title of securities     Amount to be    offering price per  maximum aggregate     Amount of
to be registered        registered(1)        share          offering price     registration fee

<S>                     <C>             <C>                 <C>                <C>

Common Stock, par
value $0.01 per share   158,753 shares         (2)          $2,345,964 (2)     $216  (2)
=================================================================================================
</TABLE>

(1)  Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended,  this
     Registration  Statement  covers,  in  addition  to the number of shares set
     forth above, an indeterminate  number of shares which, by reason of certain
     events specified in the Plan, may become subject to the Plan.
(2)  Estimated  in  accordance  with Rule  457(h),  solely  for the  purpose  of
     calculating the  registration  fee. Of the 158,753 shares to be registered,
     1,229 shares are to be  registered  based upon an exercise  price of $14.45
     per share, and the remaining 157,524 shares are to be registered based upon
     the  average of the  closing  bid and asked  prices of the common  stock of
     Northeast Indiana Bancorp,  Inc. of $14.78 per share on the Nasdaq National
     Market on August 23, 2002.

                                       I-1


<PAGE>


                                    PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The  document(s)  containing  the  information  specified in Part I of this
registration  statement on Form S-8 (the "Registration  Statement") will be sent
or given to participants  in the Northeast  Indiana  Bancorp,  Inc. 2002 Omnibus
Incentive  Plan (the "Plan") as specified by Rule  428(b)(1)  promulgated by the
Securities  Exchange Commission (the "SEC") under the Securities Act of 1933, as
amended (the "Securities Act").

     Such  document(s)  are not being filed with the SEC, but constitute  (along
with the documents  incorporated  by reference into the  Registration  Statement
pursuant to Item 3 of Part II hereof) a prospectus  that meets the  requirements
of Section 10(a) of the Securities Act.


                                      II-1
<PAGE>


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.           Incorporation of Certain Documents by Reference.
                  ------------------------------------------------

     The  following  documents  previously  or  concurrently  filed by Northeast
Indiana  Bancorp,  Inc. (the "Company") with the SEC are hereby  incorporated by
reference  in this  Registration  Statement  and the  Prospectus  to which  this
Registration Statement relates (the "Prospectus"),  which Prospectus has been or
will be delivered to the  participants in the plan covered by this  Registration
Statement:

(a)  the  Company's  annual  report on Form  10-KSB  for the  fiscal  year ended
     December 31, 2001 (File No. 0-26012) which has heretofore been filed by the
     Company with the SEC pursuant to the  Securities  Exchange Act of 1934,  as
     amended (the "Exchange Act");

(b)  all other reports  filed by the Company  pursuant to Section 13(a) or 15(d)
     of the  Exchange Act since the end of the fiscal year covered by the Annual
     Report referred to above;

(c)  the  description of the Company's  common stock,  par value $.01 per share,
     contained  in the  Company's  Registration  Statement on Form 8-A (File No.
     0-26012)  filed with the SEC on May 5, 1995  pursuant to the Exchange  Act,
     and all  amendments  or  reports  filed for the  purpose of  updating  such
     description.

     All  documents  subsequently  filed by the Company with the SEC pursuant to
Sections  13(a),  13(c),  14, or 15(d) of the Exchange Act after the date hereof
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then  remaining  unsold,  shall be deemed  incorporated  by reference  into this
Registration  Statement and the  Prospectus  and to be a part hereof and thereof
from the date of the filing of such  documents.  Any statement  contained in the
documents incorporated,  or deemed to be incorporated, by reference herein or in
the Prospectus shall be deemed to be modified or superseded for purposes of this
Registration  Statement  and  the  Prospectus  to the  extent  that a  statement
contained  herein or therein or in any other  subsequently  filed document which
also is,  or is deemed  to be,  incorporated  by  reference  herein  or  therein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement and the Prospectus.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the  information  that is  incorporated).  Requests should be directed to the
Secretary, Northeast Indiana Bancorp, Inc., 648 N. Jefferson Street, Huntington,
Indiana 46750-2101, telephone number (260) 356-3311.


<PAGE>

                                   II-2

     All information appearing in this Registration Statement and the Prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

Item 4.           Description of Securities.
                  -------------------------
         Not Applicable.

Item 5.           Interests of Named Experts and Counsel.
                  --------------------------------------
         Not Applicable.

Item 6.           Indemnification of Directors and Officers.
                  -----------------------------------------

     The Certificate of Incorporation of the Company provides that a director or
officer of the Company shall be indemnified by the Company to the fullest extent
authorized  by the  Delaware  General  Corporation  Law  against  all  expenses,
liability and loss reasonably  incurred or suffered by such person in connection
with his activities as a director or officer or as a director, officer, employee
or agent of another company,  if the director,  officer,  employee or agent held
such  position at the request of the Company.  Delaware  law requires  that such
director,  officer,  employee or agent,  in order to be  indemnified,  must have
acted in good faith and in a manner reasonably believed to be not opposed to the
best  interests  of the Company  and,  with  respect to any  criminal  action or
proceeding,  either had  reasonable  cause to believe such conduct was lawful or
did not have reasonable cause to believe his conduct was unlawful.

     The  Certificate  of  Incorporation  and Delaware law also provide that the
indemnification provisions of such Certificate and the statute are not exclusive
of any other  right  which a person  seeking  indemnification  may have or later
acquire under any statute, provision of the Certificate of Incorporation, Bylaws
of the Company,  agreement,  vote of stockholders or disinterested  directors or
otherwise.

     These  provisions may have the effect of deterring  shareholder  derivative
actions,  since the Company may ultimately be responsible  for expenses for both
parties to the action.  A similar  effect would not be expected for  third-party
claims.

     In addition, the Certificate of Incorporation and Delaware law also provide
that the Company may maintain  insurance,  at its expense, to protect itself and
any director,  officer, employee or agent of the Company or another corporation,
partnership,  joint  venture,  trust or other  enterprise  against any  expense,
liability or loss,  whether or not the Company has the power to  indemnify  such
person  against  such  expense,  liability  or loss under the  Delaware  General
Corporation Law. The Company has such insurance.

Item 7.           Exemption from Registration Claimed.
                  -----------------------------------
         Not Applicable.


<PAGE>

                                   II-3

Item 8.           Exhibits.
                  --------

         See the Index to Exhibits to this Registration Statement.

Item 9.           Undertakings.
                  ------------
         (a)      The Company hereby undertakes:

               (1)  To file,  during  any  period  in which  offers or sales are
                    being made, a post-effective  amendment to this registration
                    statement:

                    (i)  To include any prospectus required by section 10 (a)(3)
                         of the Securities Act;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  Registration
                         Statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represents a fundamental  change in the information set
                         forth in the  Registration  Statement.  Notwithstanding
                         the  foregoing,  any  increase or decrease in volume of
                         securities  offered  (if  the  total  dollar  value  of
                         securities  offered  would not  exceed  that  which was
                         registered)  and any deviation from the low or high end
                         of  the  estimated   maximum   offering  range  may  be
                         reflected  in the form of a  prospectus  filed with the
                         SEC pursuant to Rule 424(b) if, in the  aggregate,  the
                         changes in volume and price  represent no more than 20%
                         change  in the  maximum  aggregate  offering  price set
                         forth in the "Calculation of Registration Fee" table in
                         the effective registration statement.

                    (iii)To include any  material  information  with  respect to
                         the plan of  distribution  not previously  disclosed in
                         the  Registration  Statement or any material  change to
                         such information in the registration statement.

     provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) above do not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic reports filed with or furnished to
the SEC by the Company  pursuant to Section 13 or Section  15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.

               (2)  That, for the purpose of determining any liability under the
                    Securities Act, each such post-effective  amendment shall be
                    deemed to be a new  registration  statement  relating to the
                    securities  offered  therein,   and  the  offering  of  such
                    securities  at that time  shall be deemed to be the  initial
                    bona fide offering thereof.
                    ---------

               (3)  To remove  from  registration  by means of a  post-effective
                    amendment  any  of the  securities  being  registered  which
                    remain unsold at the termination of the offering.

          (b)  The Company  hereby  undertakes  that, for purpose of determining
               any  liability  under  the  Securities  Act,  each  filing of the
               Company's  annual  report  pursuant  to Section  13(a) or Section
               15(d) of the Exchange Act (and, where applicable,  each filing of
               an employee  benefit  plan's  annual  report  pursuant to Section
               15(d) of the Exchange Act) that is  incorporated  by reference in
               the   Registration   Statement  shall  be  deemed  to  be  a  new
               registration   statement   relating  to  the  securities  offered
               therein,  and the offering of such  securities at that time shall
               be deemed to be the initial bona fide offering thereof;
                                           ---------

          (c)  Insofar as  indemnification  for  liabilities  arising  under the
               Securities  Act  may be  permitted  to  directors,  officers  and
               controlling  persons of the  Company  pursuant  to the  foregoing
               provisions,  or  otherwise,  the Company has been advised that in
               the  opinion of the SEC such  indemnification  is against  public
               policy as expressed in the Act and is, therefore,  unenforceable.
               In the  event  that a  claim  for  indemnification  against  such
               liabilities  (other  than the  payment by the Company of expenses
               incurred or paid by a director,  officer or controlling person of
               the  Company in the  successful  defense of any  action,  suit or
               proceeding) is asserted by such director,  officer or controlling
               person in connection with the securities  being  registered,  the
               Company will, unless in the opinion of its counsel the matter has
               been  settled  by  controlling  precedent,  submit  to a court of
               appropriate    jurisdiction    the    question    whether    such
               indemnification  by it is against  public  policy as expressed in
               the Securities Act and will be governed by the final adjudication
               of such issue.


                                      II-4
<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act, the Company  certifies
that it has reasonable grounds to believe that it meets all the requirements for
filing on Form S-8 and has duly caused this Registration  Statement to be signed
on its  behalf by the  undersigned,  thereunto  duly  authorized  in the City of
Huntington, State of Indiana, on August 26, 2002.

                                          NORTHEAST INDIANA BANCORP, INC.

                                 By:      /s/ Stephen E. Zahn
                                          -------------------
                                          Stephen E. Zahn
                                          Chairman of the Board, President and
                                            Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   constitutes   and   appoints   Stephen  E.  Zahn  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the  same,  with all  exhibits  thereto,  and all  other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing  requisite  and  necessary  to be done,  as
fully to all  intents  and  purposes  as he might or could do in person,  hereby
ratifying  and  confirming  all  said   attorney-in-fact   and  agent  or  their
substitutes or substitute may lawfully do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the date indicated.


/s/ Stephen E. Zahn                              /s/ Randy J. Sizemore
-------------------                              ---------------------
STEPHEN E. ZAHN, Chairman of the                  RANDY J. SIZEMORE, Senior Vice
Board, President and                              President and
Chief Executive Officer                           Chief  Financial Officer


Date:    August 26, 2002                         Date:   August 26, 2002
         ---------------                                 ---------------


/s/ Michael S. Zahn                              /s/ Randall C. Rider
-------------------                              --------------------
MICHAEL S. ZAHN, Director and                     RANDALL C. RIDER, Director
Senior Vice President


Date:   August 26, 2002                          Date:   August 26, 2002
        ---------------                                  ---------------


/s/ Dan L. Stephan                               /s/ J. David Carnes
------------------                               -------------------
DAN L. STEPHAN, Director                         J. DAVID CARNES, MD, Director


Date:   August 26, 2002                          Date:   August 26, 2002
        ---------------                                  ---------------


<PAGE>


<TABLE>
<CAPTION>
                                                 Index to Exhibits
                                                                                              Reference to
    Regulation S-B                                                                           Prior filing or
       Exhibit                                                                               Exhibit Number
        Number                                    Document                                   Attached Hereto
----------------------- ------------------------------------------------------------- ------------------------------

        <S>            <C>                                                            <C>
         4.1            Articles of Incorporation, including amendments thereto                     *
         4.2            Bylaws                                                                      *
         4.3            Form of Stock Certificate of Northeast Indiana Bancorp, Inc.                *
          5             Opinion of Katten Muchin Zavis Rosenman                                     5
         23.1           Consent of Crowe, Chizek and Company LLP                                  23.1
         23.2           Consent of Katten Muchin Zavis Rosenman                       Included in Exhibit 5
          24            Power of Attorney                                             Contained on signature page

</TABLE>

* Filed as an Exhibit to the Company's Form S-1 Registration  Statement filed on
May 23, 1995 (File No. 33-90558)  pursuant to Section 5 of the Securities Act of
1933. All of such previously filed documents are hereby  incorporated  herein by
reference in accordance with item 601 of Regulation S-B.
[{"type": "S-8", "sequence": "1", "filename": "forms8-46578_82602.txt", "secsgml_size_bytes": 21687}]
{"company-data": {"conformed-name": "NORTHEAST INDIANA BANCORP INC", "cik": "0000942898", "assigned-sic": "6035", "irs-number": "371344113", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-98777", "film-number": "02749389"}, "business-address": {"street1": "648 N JEFFERSON ST", "city": "HUNTINGTON", "state": "IN", "zip": "46750", "phone": "2193563311"}, "mail-address": {"street1": "648 N JEFFERSON ST", "street2": "PO BOX 70", "city": "HUNTINGTON", "state": "IN", "zip": "46750-0070"}}
As filed with the Securities and Exchange Commission on August 27, 2002
                              Registration No. 333-
                                                    ----------------------------

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                       -----------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         NORTHEAST INDIANA BANCORP, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        Delaware                                                 35-1948594
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                            Identification No.)

648 N. Jefferson Street, Huntington, Indiana                    46750-2101
--------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)

                         NORTHEAST INDIANA BANCORP, INC.
                           2002 OMNIBUS INCENTIVE PLAN
                         -------------------------------
                            (Full title of the plan)

                               Jeffrey M. Werthan
                          Katten Muchin Zavis Rosenman
                              East Lobby, Suite 700
                       1025 Thomas Jefferson Street, N.W.
                            Washington, DC 20007-5201
                       ----------------------------------
                     (Name and address of agent for service)

                                 (202) 625-3500
                                  -------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
=================================================================================================

                                        Proposed maximum       Proposed
Title of securities     Amount to be    offering price per  maximum aggregate     Amount of
to be registered        registered(1)        share          offering price     registration fee
Common Stock, par
value $0.01 per share   158,753 shares         (2)          $2,345,964 (2)     $216  (2)
=================================================================================================
(1)  Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended,  this
     Registration  Statement  covers,  in  addition  to the number of shares set
     forth above, an indeterminate  number of shares which, by reason of certain
     events specified in the Plan, may become subject to the Plan.
(2)  Estimated  in  accordance  with Rule  457(h),  solely  for the  purpose  of
     calculating the  registration  fee. Of the 158,753 shares to be registered,
     1,229 shares are to be  registered  based upon an exercise  price of $14.45
     per share, and the remaining 157,524 shares are to be registered based upon
     the  average of the  closing  bid and asked  prices of the common  stock of
     Northeast Indiana Bancorp,  Inc. of $14.78 per share on the Nasdaq National
     Market on August 23, 2002.

                                       I-1
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The  document(s)  containing  the  information  specified in Part I of this
registration  statement on Form S-8 (the "Registration  Statement") will be sent
or given to participants  in the Northeast  Indiana  Bancorp,  Inc. 2002 Omnibus
Incentive  Plan (the "Plan") as specified by Rule  428(b)(1)  promulgated by the
Securities  Exchange Commission (the "SEC") under the Securities Act of 1933, as
amended (the "Securities Act").

     Such  document(s)  are not being filed with the SEC, but constitute  (along
with the documents  incorporated  by reference into the  Registration  Statement
pursuant to Item 3 of Part II hereof) a prospectus  that meets the  requirements
of Section 10(a) of the Securities Act.

                                      II-1
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.           Incorporation of Certain Documents by Reference.
                  ------------------------------------------------

     The  following  documents  previously  or  concurrently  filed by Northeast
Indiana  Bancorp,  Inc. (the "Company") with the SEC are hereby  incorporated by
reference  in this  Registration  Statement  and the  Prospectus  to which  this
Registration Statement relates (the "Prospectus"),  which Prospectus has been or
will be delivered to the  participants in the plan covered by this  Registration
Statement:

(a)  the  Company's  annual  report on Form  10-KSB  for the  fiscal  year ended
     December 31, 2001 (File No. 0-26012) which has heretofore been filed by the
     Company with the SEC pursuant to the  Securities  Exchange Act of 1934,  as
     amended (the "Exchange Act");

(b)  all other reports  filed by the Company  pursuant to Section 13(a) or 15(d)
     of the  Exchange Act since the end of the fiscal year covered by the Annual
     Report referred to above;

(c)  the  description of the Company's  common stock,  par value $.01 per share,
     contained  in the  Company's  Registration  Statement on Form 8-A (File No.
     0-26012)  filed with the SEC on May 5, 1995  pursuant to the Exchange  Act,
     and all  amendments  or  reports  filed for the  purpose of  updating  such
     description.

     All  documents  subsequently  filed by the Company with the SEC pursuant to
Sections  13(a),  13(c),  14, or 15(d) of the Exchange Act after the date hereof
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then  remaining  unsold,  shall be deemed  incorporated  by reference  into this
Registration  Statement and the  Prospectus  and to be a part hereof and thereof
from the date of the filing of such  documents.  Any statement  contained in the
documents incorporated,  or deemed to be incorporated, by reference herein or in
the Prospectus shall be deemed to be modified or superseded for purposes of this
Registration  Statement  and  the  Prospectus  to the  extent  that a  statement
contained  herein or therein or in any other  subsequently  filed document which
also is,  or is deemed  to be,  incorporated  by  reference  herein  or  therein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement and the Prospectus.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the  information  that is  incorporated).  Requests should be directed to the
Secretary, Northeast Indiana Bancorp, Inc., 648 N. Jefferson Street, Huntington,
Indiana 46750-2101, telephone number (260) 356-3311.
II-2

     All information appearing in this Registration Statement and the Prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

Item 4.           Description of Securities.
                  -------------------------
         Not Applicable.

Item 5.           Interests of Named Experts and Counsel.
                  --------------------------------------
         Not Applicable.

Item 6.           Indemnification of Directors and Officers.
                  -----------------------------------------

     The Certificate of Incorporation of the Company provides that a director or
officer of the Company shall be indemnified by the Company to the fullest extent
authorized  by the  Delaware  General  Corporation  Law  against  all  expenses,
liability and loss reasonably  incurred or suffered by such person in connection
with his activities as a director or officer or as a director, officer, employee
or agent of another company,  if the director,  officer,  employee or agent held
such  position at the request of the Company.  Delaware  law requires  that such
director,  officer,  employee or agent,  in order to be  indemnified,  must have
acted in good faith and in a manner reasonably believed to be not opposed to the
best  interests  of the Company  and,  with  respect to any  criminal  action or
proceeding,  either had  reasonable  cause to believe such conduct was lawful or
did not have reasonable cause to believe his conduct was unlawful.

     The  Certificate  of  Incorporation  and Delaware law also provide that the
indemnification provisions of such Certificate and the statute are not exclusive
of any other  right  which a person  seeking  indemnification  may have or later
acquire under any statute, provision of the Certificate of Incorporation, Bylaws
of the Company,  agreement,  vote of stockholders or disinterested  directors or
otherwise.

     These  provisions may have the effect of deterring  shareholder  derivative
actions,  since the Company may ultimately be responsible  for expenses for both
parties to the action.  A similar  effect would not be expected for  third-party
claims.

     In addition, the Certificate of Incorporation and Delaware law also provide
that the Company may maintain  insurance,  at its expense, to protect itself and
any director,  officer, employee or agent of the Company or another corporation,
partnership,  joint  venture,  trust or other  enterprise  against any  expense,
liability or loss,  whether or not the Company has the power to  indemnify  such
person  against  such  expense,  liability  or loss under the  Delaware  General
Corporation Law. The Company has such insurance.

Item 7.           Exemption from Registration Claimed.
                  -----------------------------------
         Not Applicable.
II-3

Item 8.           Exhibits.
                  --------

         See the Index to Exhibits to this Registration Statement.

Item 9.           Undertakings.
                  ------------
         (a)      The Company hereby undertakes:

               (1)  To file,  during  any  period  in which  offers or sales are
                    being made, a post-effective  amendment to this registration
                    statement:

                    (i)  To include any prospectus required by section 10 (a)(3)
                         of the Securities Act;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  Registration
                         Statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represents a fundamental  change in the information set
                         forth in the  Registration  Statement.  Notwithstanding
                         the  foregoing,  any  increase or decrease in volume of
                         securities  offered  (if  the  total  dollar  value  of
                         securities  offered  would not  exceed  that  which was
                         registered)  and any deviation from the low or high end
                         of  the  estimated   maximum   offering  range  may  be
                         reflected  in the form of a  prospectus  filed with the
                         SEC pursuant to Rule 424(b) if, in the  aggregate,  the
                         changes in volume and price  represent no more than 20%
                         change  in the  maximum  aggregate  offering  price set
                         forth in the "Calculation of Registration Fee" table in
                         the effective registration statement.

                    (iii)To include any  material  information  with  respect to
                         the plan of  distribution  not previously  disclosed in
                         the  Registration  Statement or any material  change to
                         such information in the registration statement.

     provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) above do not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic reports filed with or furnished to
the SEC by the Company  pursuant to Section 13 or Section  15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.

               (2)  That, for the purpose of determining any liability under the
                    Securities Act, each such post-effective  amendment shall be
                    deemed to be a new  registration  statement  relating to the
                    securities  offered  therein,   and  the  offering  of  such
                    securities  at that time  shall be deemed to be the  initial
                    bona fide offering thereof.
                    ---------

               (3)  To remove  from  registration  by means of a  post-effective
                    amendment  any  of the  securities  being  registered  which
                    remain unsold at the termination of the offering.

          (b)  The Company  hereby  undertakes  that, for purpose of determining
               any  liability  under  the  Securities  Act,  each  filing of the
               Company's  annual  report  pursuant  to Section  13(a) or Section
               15(d) of the Exchange Act (and, where applicable,  each filing of
               an employee  benefit  plan's  annual  report  pursuant to Section
               15(d) of the Exchange Act) that is  incorporated  by reference in
               the   Registration   Statement  shall  be  deemed  to  be  a  new
               registration   statement   relating  to  the  securities  offered
               therein,  and the offering of such  securities at that time shall
               be deemed to be the initial bona fide offering thereof;
                                           ---------

          (c)  Insofar as  indemnification  for  liabilities  arising  under the
               Securities  Act  may be  permitted  to  directors,  officers  and
               controlling  persons of the  Company  pursuant  to the  foregoing
               provisions,  or  otherwise,  the Company has been advised that in
               the  opinion of the SEC such  indemnification  is against  public
               policy as expressed in the Act and is, therefore,  unenforceable.
               In the  event  that a  claim  for  indemnification  against  such
               liabilities  (other  than the  payment by the Company of expenses
               incurred or paid by a director,  officer or controlling person of
               the  Company in the  successful  defense of any  action,  suit or
               proceeding) is asserted by such director,  officer or controlling
               person in connection with the securities  being  registered,  the
               Company will, unless in the opinion of its counsel the matter has
               been  settled  by  controlling  precedent,  submit  to a court of
               appropriate    jurisdiction    the    question    whether    such
               indemnification  by it is against  public  policy as expressed in
               the Securities Act and will be governed by the final adjudication
               of such issue.

                                      II-4
SIGNATURES

     Pursuant to the  requirements of the Securities Act, the Company  certifies
that it has reasonable grounds to believe that it meets all the requirements for
filing on Form S-8 and has duly caused this Registration  Statement to be signed
on its  behalf by the  undersigned,  thereunto  duly  authorized  in the City of
Huntington, State of Indiana, on August 26, 2002.

                                          NORTHEAST INDIANA BANCORP, INC.

                                 By:      /s/ Stephen E. Zahn
                                          -------------------
                                          Stephen E. Zahn
                                          Chairman of the Board, President and
                                            Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   constitutes   and   appoints   Stephen  E.  Zahn  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the  same,  with all  exhibits  thereto,  and all  other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing  requisite  and  necessary  to be done,  as
fully to all  intents  and  purposes  as he might or could do in person,  hereby
ratifying  and  confirming  all  said   attorney-in-fact   and  agent  or  their
substitutes or substitute may lawfully do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the date indicated.

/s/ Stephen E. Zahn                              /s/ Randy J. Sizemore
-------------------                              ---------------------
STEPHEN E. ZAHN, Chairman of the                  RANDY J. SIZEMORE, Senior Vice
Board, President and                              President and
Chief Executive Officer                           Chief  Financial Officer

Date:    August 26, 2002                         Date:   August 26, 2002
         ---------------                                 ---------------

/s/ Michael S. Zahn                              /s/ Randall C. Rider
-------------------                              --------------------
MICHAEL S. ZAHN, Director and                     RANDALL C. RIDER, Director
Senior Vice President

Date:   August 26, 2002                          Date:   August 26, 2002
        ---------------                                  ---------------

/s/ Dan L. Stephan                               /s/ J. David Carnes
------------------                               -------------------
DAN L. STEPHAN, Director                         J. DAVID CARNES, MD, Director

Date:   August 26, 2002                          Date:   August 26, 2002
        ---------------                                  ---------------
Index to Exhibits
                                                                                              Reference to
    Regulation S-B                                                                           Prior filing or
       Exhibit                                                                               Exhibit Number
        Number                                    Document                                   Attached Hereto
----------------------- ------------------------------------------------------------- ------------------------------
4.1            Articles of Incorporation, including amendments thereto                     *
         4.2            Bylaws                                                                      *
         4.3            Form of Stock Certificate of Northeast Indiana Bancorp, Inc.                *
          5             Opinion of Katten Muchin Zavis Rosenman                                     5
         23.1           Consent of Crowe, Chizek and Company LLP                                  23.1
         23.2           Consent of Katten Muchin Zavis Rosenman                       Included in Exhibit 5
          24            Power of Attorney                                             Contained on signature page
* Filed as an Exhibit to the Company's Form S-1 Registration  Statement filed on
May 23, 1995 (File No. 33-90558)  pursuant to Section 5 of the Securities Act of
1933. All of such previously filed documents are hereby  incorporated  herein by
reference in accordance with item 601 of Regulation S-B.