Registration  No.  ___________

SECURITIES  AND  EXCHANGE  COMMISSION
Washington,  D.  C.  20549

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

<CAPTION>



<S>                                                     <C>
Indiana United Bancorp
(Exact name of registrant as specified in its charter)

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

201 North Broadway
Post Office Box 87
Greensburg, Indiana 47240
(Address of Principal Executive Offices)

Indiana United Bancorp Retirement Plan
(Full title of the plan)

Robert E. Hoptry, Chief Executive Officer
Indiana United Bancorp
201 North Broadway
Post Office Box 87
Greensburg, Indiana 47240
(Name and address of agent for service)

(812) 663-4711
(Telephone number, including
 area code, of agent for service)

Copies to:

Veronica L. Jarnagin, Esq. . . . . . . . . . . . . . .  David W. Harper, Esq.
Ice Miller Donadio & Ryan. . . . . . . . . . . . . . .  2450 Meidlinger Tower
One American Square, Box 82001 . . . . . . . . . . . .  Louisville, Kentucky 40202
Indianapolis, Indiana 46282
</TABLE>



<TABLE>

<CAPTION>



<S>                  <C>              <C>                <C>                   <C>
                                      Proposed           Proposed maximum
Title of securities  Amount to be     maximum offering   aggregate offering    Amount of
 to be registered .  Registered(1)    price per unit     price(2)              registration fee

Common Stock,
No par value. . . .   100,000 shares  $          54.92   $        5,492,000    $       1,664.24
<FN>


(1)In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the  Act )
this  Registration  Statement  also covers an indeterminate amount of interests to be offered or
sold  pursuant  to  the  employee  benefit  plan  described  herein.

(2)The  registration  fee  has  been  calculated  pursuant to Rule 457(c) and (h) based upon the
average  of  the  high and low prices for the shares of Common Stock as reported on the National
Association  of  Securities  Dealers  Automatic  Quotation  System  on  June  29,  1998.
</TABLE>




PART  II

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.    INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

(a)   The Company's annual report on Form 10-K for the year ended December 31,
1997, filed April 10, 1998, and the Plan's latest annual report filed pursuant
to  Section  13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as  amended  (the    Exchange  Act  ).

(b)   The Company's Quarterly Reports on Form 10-Q for the period ending March
31,  1998,  filed  April  28,  1998,  Commission  File  No.  0-12422.

<PAGE>

                                   
(c)   The Company's Current Report on Form 8-K dated April 30, 1998, filed May
13,  1998,  Commission  File  No.  0-12422.

(d)    The  description  of  Company stock which is contained in the Company s
Registration Statement on Form S-4 (File No. 333-48057) on page 50, filed with
the  Securities and Exchange Commission under the Exchange Act with respect to
such  stock,  dated March 17, 1998, including Amendment No. 1 to the Form S-4,
filed  with  the  Securities  and  Exchange Commission under the Exchange Act,
dated  March  18,  1998,  and any amendment or report filed for the purpose of
updating  such  description.

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

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  Indiana Business Corporation Law ( IBCL ), the provisions of which govern
the  Registrant,  empowers  an  Indiana  corporation  to indemnify present and
former  directors,  officers,  employees, or agents or any person who may have
served  at the request of the corporation as a director, officer, employee, or
agent  of  another corporation ( Eligible Persons ) against liability incurred
in  any  proceeding, civil or criminal, in which the Eligible Person is made a
party  by  reason of being or having been in any such capacity, or arising out
of  his  status  as such, if the individual acted in good faith and reasonably
believed  that  (a)  the  individual  was  acting in the best interests of the
corporation,  or  (b)  if  the  challenged  action was taken other than in the
individual's  official  capacity as an officer, director, employee, or agent,
the  individual's  conduct was at least not opposed to the corporation's best
interests,  or  (c)  if  in  a  criminal proceeding, either the individual had
reasonable  cause  to believe his conduct was lawful or no reasonable cause to
believe  his  conduct  was  unlawful.


<PAGE>
The  IBCL  further  empowers  a corporation to pay or reimburse the reasonable
expenses  incurred by an Eligible Person in connection with the defense of any
such  claim,  including  counsel  fees; and, unless limited by its Articles of
Incorporation,  the  corporation  is  required to indemnify an Eligible Person
against reasonable expenses if he is wholly successful in any such proceeding,
on  the  merits  or  otherwise.  Registrant's articles of incorporation do not
limit  this  requirement  to  indemnify  an  Eligible  Person.   Under certain
circumstances,  a  corporation  may  pay  or  reimburse an Eligible Person for
reasonable  expenses  prior  to  final  disposition  of  the matter.  Unless a
corporation's articles of incorporation otherwise provide, an Eligible Person
may  apply for indemnification to a court which may order indemnification upon
a  determination  that  the  Eligible  Person  is  entitled  to  mandatory
indemnification  for reasonable expenses or that the Eligible Person is fairly
and  reasonably  entitled  to  indemnification  in  view  of  all the relevant
circumstances  without regard to whether his actions satisfied the appropriate
standard  of  conduct.

Before  a  corporation  may indemnify any Eligible Person against liability or
reasonable  expenses  under the IBCL, a quorum consisting of directors who are
not  parties  to  the  proceeding  must  (1) determine that indemnification is
permissible  in the specific circumstances because the Eligible Person met the
requisite  standard of conduct, (2) authorize the corporation to indemnify the
Eligible  Person  and  (3)  if  appropriate,  evaluate  the  reasonableness of
expenses for which indemnification is sought.  If it is not possible to obtain
a  quorum  of  uninvolved  directors,  the  foregoing action may be taken by a
committee  of  two  or  more  directors who are not parties to the proceeding,
special  legal  counsel  selected  by the Board or such a committee, or by the
shareholders  of  the  corporation.

In  addition  to  the  foregoing,  the IBCL states that the indemnification it
provides  shall  not  be  deemed  exclusive of any other rights to which those
indemnified  may  be  entitled  under  any  provision  of  the  articles  of
incorporation or bylaws, resolution of the board of directors or shareholders,
or  any other authorization adopted after notice by a majority vote of all the
voting  shares then issued and outstanding.  The IBCL also empowers an Indiana
corporation  to  purchase  and  maintain  insurance  on behalf of any Eligible
Person  against  any  liability  asserted  against  or  incurred by him in any
capacity  as  such,  or  arising out of his status as such, whether or not the
corporation  would have had the power to indemnify him against such liability.

The  Articles  of  Incorporation  of  the  registrant, as amended, require the
indemnification  of  directors,  officers, employees and agents to the fullest
extent  permitted  by  the  IBCL.

ITEM  7.    EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  applicable.

ITEM  8.    EXHIBITS.

See  Index  to  Exhibits,  page  8.

ITEM  9.    UNDERTAKINGS.

The  undersigned  registrant  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  of  1933;
    (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,
represent  a  fundamental  change  in  the  information  set  forth  in  the
registration  statement;

<PAGE>
    (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 (1)(i) and (1)(ii) shall 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
Commission  by  the  registrant 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  of  1933,  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.

(4)   That, for purposes of determining any liability under the Securities Act
of  1933,  each  filing  of the registrant'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.

Insofar as indemnification for liabilities arising under the Securities Act of
1933  may  be  permitted to directors, officers and controlling persons of the
registrant  pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission 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 registrant of expenses incurred or
paid  by  a  director,  officer or controlling person of the registrant 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  registrant 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 Act and will be governed by the
final  adjudication  of  such  issue.


<PAGE>
SIGNATURES

Pursuant  to  the  requirements of the Securities Act of 1933, as amended, the
registrant  certifies  that it has reasonable grounds to believe that it meets
all  of  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 Indianapolis, State of Indiana, on
April  28th  ,  1998.


            INDIANA  UNITED  BANCORP.


            By:  /s/  Robert  E.  Hoptry
                      Robert  E.  Hoptry,  Chief  Executive  Officer

POWER  OF  ATTORNEY

Know all men by these presents, that each person whose signature appears below
constitutes  and appoints Robert E. Hoptry and James L. Saner, and each or any
of  them  (with  full  power  to  act  alone),  his  or  her  true  and lawful
attorneys-in-fact  and  agents  with  full  power  of  substitution  and
resubstitution, for him or her and in his or her name, place and stead, in any
and  all  capacities,  to  sign  any  and  all amendments to this Registration
Statement,  and  to  file  the  same,  with  all  exhibits  thereto, and other
documents  in  connection  therewith,  with  the  Securities  and  Exchange
Commission,  granting  unto  those attorneys-in-fact and agents full power and
authority  to  do  and  perform  each  and  every  act and thing requisite and
necessary  to  be  done in and about the premises, as fully to all intents and
purposes  as  he  or  she  might  or  could do in person, hereby ratifying and
confirming  all that those attorneys-in-fact and agents, or their substitutes,
may  do  or  cause  to  be  done  by  virtue  hereof.

Pursuant  to the requirements of the Securities Act of 1933, this Registration
Statement  has  been  signed  by  the  following  persons  in  the  capacities
indicated,  on  the  28th  day  of  April,  1998.

<TABLE>

<CAPTION>




<S>                     <C>

/s/  Robert E. Hoptry.  Chairman of the Board,

Robert E. Hoptry . . .  Chief Executive Officer



/s/ James L. Saner . .  President, Chief Operating Officer and Director

James L.  Saner



/s/ Jay B. Fager . . .  Treasurer (Principal Accounting Officer,

Jay B. Fager . . . . .  Principal Financial Officer)



/s/ Robert S. Dunevant  Vice Chairman of the Board

Robert S. Dunevant



John E. Back . . . . .  Director

John E. Back



/s/ William G. Barron.  Director

William G. Barron



/s/ Dale J. Deffner. .  Director

Dale J. Deffner



/s/ Philip A. Frantz .  Director

Philip A. Frantz



/s/ Dale E. Smith. . .  Director

Dale E. Smith



/s/ Martin G. Wilson .  Director

Martin G. Wilson



/s/ Edward J. Zoeller.  Director
    
Edward J. Zoeller
</TABLE>



Pursuant to the requirements of the Securities Act of 1933, the administrative
committee  of  the Indiana United Bancorp Retirement Plan has duly caused this
Registration  Statement  to  be  signed  on  its  behalf  by  the undersigned,
thereunto  duly  authorized  in  the  City of Greensburg, State of Indiana, on
April  28th,  1998.


          INDIANA  UNITED  BANCORP  RETIREMENT  PLAN

<PAGE>



          By:      /s/    Robert  E.  Hoptry
                          Robert  E.  Hoptry,  Chief  Executive  Officer


<PAGE>
<TABLE>

<CAPTION>

INDIANA  UNITED  BANCORP  RETIREMENT  PLAN
FORM  S-8

INDEX  TO  EXHIBITS



<S>              <C>    <C>

Exhibit Number

Assigned in

Regulation S-K

Item 601                Description of Exhibit



   (4). . . . .   4.01  Specimen certificate for common stock of the Company
                        (incorporated by reference to Company's Registration
                        Statement on Form S-4 (File No. 333-48057) on page 50,
                        filed with the Securities and Exchange Commission
                        under the Exchange Act with respect to such stock, dated
                        March 17, 1998, including Amendment No. 1 to the Form
                        S-4, filed with the Securities and Exchange Commission
                        under the Exchange Act, dated March 18, 1998, and any
                        amendment or report filed for the purpose of updating such
                        description.



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



                  4.03  Form of Subordinated Debenture Certificate (included as
                        an exhibit to Exhibit 4.1 to the Registration Statement on
                        Form S-2 of Indiana United Bancorp filed November 19,
                        1997 with the Commission (Registration No. 333-40579)),
                        which is incorporated by reference.



                  4.04  Form of Preferred Securities Guarantee Agreement dated
                        as of December 12, 1997 between Indiana United Bancorp
                        and State Street Bank and Trust Company, as Property
                        Trustee, Wilmington Trust Company, as Delaware Trustee
                        and the Administrative Trustees named therein
                        (incorporated by reference to Exhibit 4.5 to the
                        Registration Statement on Form S-2 of Indiana United
                        Bancorp filed November 19, 1997 with the Commission
                        (Registration No. 333-40579)).



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



                  4.06  Form of Agreement as to Expenses and Liabilities dated as
                        of December 12, 1997 between Indiana United Bancorp
                        and IUB Capital Trust (incorporated by reference to
                        Exhibit 4.5 to the Registration Statement on Form S-2 of
                        Indiana United Bancorp filed November 19, 1997 with the
                        Commission (Registration No. 333-40579)), which is
                        incorporated by reference.



   (5). . . . .   5.01  Opinion of Ice Miller Donadio & Ryan



   (15)                 Not Applicable



   (23) . . . .  23.01  Consent of  Olive LLP



                 23.02  Consent of Ice Miller Donadio & Ryan (Included in Exhibit
                        5.01)



   (24)                 Power of Attorney (See Signature Page)



   (28)                 Not Applicable
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19779}]
{"company-data": {"conformed-name": "INDIANA UNITED BANCORP", "cik": "0000720002", "assigned-sic": "6022", "irs-number": "351562245", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58295", "film-number": "98659213"}, "business-address": {"street1": "201 N BROADWAY", "street2": "PO BOX 87", "city": "GREENSBURG", "state": "IN", "zip": "47240", "phone": "8126634711"}, "mail-address": {"street1": "201 NORTH BROADWAY", "street2": "P O BOX 87", "city": "GREENSBURG", "state": "IN", "zip": "47240"}}
Registration  No.  ___________

SECURITIES  AND  EXCHANGE  COMMISSION
Washington,  D.  C.  20549

FORM  S-8
REGISTRATION  STATEMENT  UNDER
THE  SECURITIES  ACT  OF  1933
Indiana United Bancorp
(Exact name of registrant as specified in its charter)

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

201 North Broadway
Post Office Box 87
Greensburg, Indiana 47240
(Address of Principal Executive Offices)

Indiana United Bancorp Retirement Plan
(Full title of the plan)

Robert E. Hoptry, Chief Executive Officer
Indiana United Bancorp
201 North Broadway
Post Office Box 87
Greensburg, Indiana 47240
(Name and address of agent for service)

(812) 663-4711
(Telephone number, including
 area code, of agent for service)

Copies to:

Veronica L. Jarnagin, Esq. . . . . . . . . . . . . . .  David W. Harper, Esq.
Ice Miller Donadio & Ryan. . . . . . . . . . . . . . .  2450 Meidlinger Tower
One American Square, Box 82001 . . . . . . . . . . . .  Louisville, Kentucky 40202
Indianapolis, Indiana 46282
Proposed           Proposed maximum
Title of securities  Amount to be     maximum offering   aggregate offering    Amount of
 to be registered .  Registered(1)    price per unit     price(2)              registration fee

Common Stock,
No par value. . . .   100,000 shares  $          54.92   $        5,492,000    $       1,664.24
(1)In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the  Act )
this  Registration  Statement  also covers an indeterminate amount of interests to be offered or
sold  pursuant  to  the  employee  benefit  plan  described  herein.

(2)The  registration  fee  has  been  calculated  pursuant to Rule 457(c) and (h) based upon the
average  of  the  high and low prices for the shares of Common Stock as reported on the National
Association  of  Securities  Dealers  Automatic  Quotation  System  on  June  29,  1998.
PART  II

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.    INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

(a)   The Company's annual report on Form 10-K for the year ended December 31,
1997, filed April 10, 1998, and the Plan's latest annual report filed pursuant
to  Section  13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as  amended  (the    Exchange  Act  ).

(b)   The Company's Quarterly Reports on Form 10-Q for the period ending March
31,  1998,  filed  April  28,  1998,  Commission  File  No.  0-12422.
(c)   The Company's Current Report on Form 8-K dated April 30, 1998, filed May
13,  1998,  Commission  File  No.  0-12422.

(d)    The  description  of  Company stock which is contained in the Company s
Registration Statement on Form S-4 (File No. 333-48057) on page 50, filed with
the  Securities and Exchange Commission under the Exchange Act with respect to
such  stock,  dated March 17, 1998, including Amendment No. 1 to the Form S-4,
filed  with  the  Securities  and  Exchange Commission under the Exchange Act,
dated  March  18,  1998,  and any amendment or report filed for the purpose of
updating  such  description.

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

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  Indiana Business Corporation Law ( IBCL ), the provisions of which govern
the  Registrant,  empowers  an  Indiana  corporation  to indemnify present and
former  directors,  officers,  employees, or agents or any person who may have
served  at the request of the corporation as a director, officer, employee, or
agent  of  another corporation ( Eligible Persons ) against liability incurred
in  any  proceeding, civil or criminal, in which the Eligible Person is made a
party  by  reason of being or having been in any such capacity, or arising out
of  his  status  as such, if the individual acted in good faith and reasonably
believed  that  (a)  the  individual  was  acting in the best interests of the
corporation,  or  (b)  if  the  challenged  action was taken other than in the
individual's  official  capacity as an officer, director, employee, or agent,
the  individual's  conduct was at least not opposed to the corporation's best
interests,  or  (c)  if  in  a  criminal proceeding, either the individual had
reasonable  cause  to believe his conduct was lawful or no reasonable cause to
believe  his  conduct  was  unlawful.
The  IBCL  further  empowers  a corporation to pay or reimburse the reasonable
expenses  incurred by an Eligible Person in connection with the defense of any
such  claim,  including  counsel  fees; and, unless limited by its Articles of
Incorporation,  the  corporation  is  required to indemnify an Eligible Person
against reasonable expenses if he is wholly successful in any such proceeding,
on  the  merits  or  otherwise.  Registrant's articles of incorporation do not
limit  this  requirement  to  indemnify  an  Eligible  Person.   Under certain
circumstances,  a  corporation  may  pay  or  reimburse an Eligible Person for
reasonable  expenses  prior  to  final  disposition  of  the matter.  Unless a
corporation's articles of incorporation otherwise provide, an Eligible Person
may  apply for indemnification to a court which may order indemnification upon
a  determination  that  the  Eligible  Person  is  entitled  to  mandatory
indemnification  for reasonable expenses or that the Eligible Person is fairly
and  reasonably  entitled  to  indemnification  in  view  of  all the relevant
circumstances  without regard to whether his actions satisfied the appropriate
standard  of  conduct.

Before  a  corporation  may indemnify any Eligible Person against liability or
reasonable  expenses  under the IBCL, a quorum consisting of directors who are
not  parties  to  the  proceeding  must  (1) determine that indemnification is
permissible  in the specific circumstances because the Eligible Person met the
requisite  standard of conduct, (2) authorize the corporation to indemnify the
Eligible  Person  and  (3)  if  appropriate,  evaluate  the  reasonableness of
expenses for which indemnification is sought.  If it is not possible to obtain
a  quorum  of  uninvolved  directors,  the  foregoing action may be taken by a
committee  of  two  or  more  directors who are not parties to the proceeding,
special  legal  counsel  selected  by the Board or such a committee, or by the
shareholders  of  the  corporation.

In  addition  to  the  foregoing,  the IBCL states that the indemnification it
provides  shall  not  be  deemed  exclusive of any other rights to which those
indemnified  may  be  entitled  under  any  provision  of  the  articles  of
incorporation or bylaws, resolution of the board of directors or shareholders,
or  any other authorization adopted after notice by a majority vote of all the
voting  shares then issued and outstanding.  The IBCL also empowers an Indiana
corporation  to  purchase  and  maintain  insurance  on behalf of any Eligible
Person  against  any  liability  asserted  against  or  incurred by him in any
capacity  as  such,  or  arising out of his status as such, whether or not the
corporation  would have had the power to indemnify him against such liability.

The  Articles  of  Incorporation  of  the  registrant, as amended, require the
indemnification  of  directors,  officers, employees and agents to the fullest
extent  permitted  by  the  IBCL.

ITEM  7.    EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  applicable.

ITEM  8.    EXHIBITS.

See  Index  to  Exhibits,  page  8.

ITEM  9.    UNDERTAKINGS.

The  undersigned  registrant  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  of  1933;
    (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,
represent  a  fundamental  change  in  the  information  set  forth  in  the
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 (1)(i) and (1)(ii) shall 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
Commission  by  the  registrant 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  of  1933,  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.

(4)   That, for purposes of determining any liability under the Securities Act
of  1933,  each  filing  of the registrant'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.

Insofar as indemnification for liabilities arising under the Securities Act of
1933  may  be  permitted to directors, officers and controlling persons of the
registrant  pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission 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 registrant of expenses incurred or
paid  by  a  director,  officer or controlling person of the registrant 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  registrant 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 Act and will be governed by the
final  adjudication  of  such  issue.
SIGNATURES

Pursuant  to  the  requirements of the Securities Act of 1933, as amended, the
registrant  certifies  that it has reasonable grounds to believe that it meets
all  of  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 Indianapolis, State of Indiana, on
April  28th  ,  1998.

            INDIANA  UNITED  BANCORP.

            By:  /s/  Robert  E.  Hoptry
                      Robert  E.  Hoptry,  Chief  Executive  Officer

POWER  OF  ATTORNEY

Know all men by these presents, that each person whose signature appears below
constitutes  and appoints Robert E. Hoptry and James L. Saner, and each or any
of  them  (with  full  power  to  act  alone),  his  or  her  true  and lawful
attorneys-in-fact  and  agents  with  full  power  of  substitution  and
resubstitution, for him or her and in his or her name, place and stead, in any
and  all  capacities,  to  sign  any  and  all amendments to this Registration
Statement,  and  to  file  the  same,  with  all  exhibits  thereto, and other
documents  in  connection  therewith,  with  the  Securities  and  Exchange
Commission,  granting  unto  those attorneys-in-fact and agents full power and
authority  to  do  and  perform  each  and  every  act and thing requisite and
necessary  to  be  done in and about the premises, as fully to all intents and
purposes  as  he  or  she  might  or  could do in person, hereby ratifying and
confirming  all that those attorneys-in-fact and agents, or their substitutes,
may  do  or  cause  to  be  done  by  virtue  hereof.

Pursuant  to the requirements of the Securities Act of 1933, this Registration
Statement  has  been  signed  by  the  following  persons  in  the  capacities
indicated,  on  the  28th  day  of  April,  1998.
/s/  Robert E. Hoptry.  Chairman of the Board,

Robert E. Hoptry . . .  Chief Executive Officer

/s/ James L. Saner . .  President, Chief Operating Officer and Director

James L.  Saner

/s/ Jay B. Fager . . .  Treasurer (Principal Accounting Officer,

Jay B. Fager . . . . .  Principal Financial Officer)

/s/ Robert S. Dunevant  Vice Chairman of the Board

Robert S. Dunevant

John E. Back . . . . .  Director

John E. Back

/s/ William G. Barron.  Director

William G. Barron

/s/ Dale J. Deffner. .  Director

Dale J. Deffner

/s/ Philip A. Frantz .  Director

Philip A. Frantz

/s/ Dale E. Smith. . .  Director

Dale E. Smith

/s/ Martin G. Wilson .  Director

Martin G. Wilson

/s/ Edward J. Zoeller.  Director
    
Edward J. Zoeller
Pursuant to the requirements of the Securities Act of 1933, the administrative
committee  of  the Indiana United Bancorp Retirement Plan has duly caused this
Registration  Statement  to  be  signed  on  its  behalf  by  the undersigned,
thereunto  duly  authorized  in  the  City of Greensburg, State of Indiana, on
April  28th,  1998.

          INDIANA  UNITED  BANCORP  RETIREMENT  PLAN
By:      /s/    Robert  E.  Hoptry
                          Robert  E.  Hoptry,  Chief  Executive  Officer
INDIANA  UNITED  BANCORP  RETIREMENT  PLAN
FORM  S-8

INDEX  TO  EXHIBITS
Exhibit Number

Assigned in

Regulation S-K

Item 601                Description of Exhibit

   (4). . . . .   4.01  Specimen certificate for common stock of the Company
                        (incorporated by reference to Company's Registration
                        Statement on Form S-4 (File No. 333-48057) on page 50,
                        filed with the Securities and Exchange Commission
                        under the Exchange Act with respect to such stock, dated
                        March 17, 1998, including Amendment No. 1 to the Form
                        S-4, filed with the Securities and Exchange Commission
                        under the Exchange Act, dated March 18, 1998, and any
                        amendment or report filed for the purpose of updating such
                        description.

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

                  4.03  Form of Subordinated Debenture Certificate (included as
                        an exhibit to Exhibit 4.1 to the Registration Statement on
                        Form S-2 of Indiana United Bancorp filed November 19,
                        1997 with the Commission (Registration No. 333-40579)),
                        which is incorporated by reference.

                  4.04  Form of Preferred Securities Guarantee Agreement dated
                        as of December 12, 1997 between Indiana United Bancorp
                        and State Street Bank and Trust Company, as Property
                        Trustee, Wilmington Trust Company, as Delaware Trustee
                        and the Administrative Trustees named therein
                        (incorporated by reference to Exhibit 4.5 to the
                        Registration Statement on Form S-2 of Indiana United
                        Bancorp filed November 19, 1997 with the Commission
                        (Registration No. 333-40579)).

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

                  4.06  Form of Agreement as to Expenses and Liabilities dated as
                        of December 12, 1997 between Indiana United Bancorp
                        and IUB Capital Trust (incorporated by reference to
                        Exhibit 4.5 to the Registration Statement on Form S-2 of
                        Indiana United Bancorp filed November 19, 1997 with the
                        Commission (Registration No. 333-40579)), which is
                        incorporated by reference.

   (5). . . . .   5.01  Opinion of Ice Miller Donadio & Ryan

   (15)                 Not Applicable

   (23) . . . .  23.01  Consent of  Olive LLP

                 23.02  Consent of Ice Miller Donadio & Ryan (Included in Exhibit
                        5.01)

   (24)                 Power of Attorney (See Signature Page)

   (28)                 Not Applicable