==============================================================
              SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

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

                   FIRST INDIANA CORPORATION
       (Exact name of registrant as specified in
                           its charter)

          Indiana                               35-1692825
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)               Identification No.)


135 North Pennsylvania Street
Suite 2800
Indianapolis, Indiana
                                                  46204
(Address of principal executive offices)        (Zip Code)


      First Indiana Bank Employees' Stock Purchase Plan

                  (Full title of the plans)

                     Robert H. McKinney
                          Chairman
                  First Indiana Corporation
           135 North Pennsylvania Street, Suite 2800
                 Indianapolis, Indiana 46204
            (Name and address of agent for service)


                        (317) 269-1317
   (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>

                CALCULATION OF REGISTRATION FEE
================================================================
                              Proposed    Proposed
 Title of                     Maximum     Maximum
Securities      Amount        Offering    Aggregate    Amount of
   to be         to be        Price per   Offering     Registration
registered    registered (1)  Share (2)    Price            Fee
----------------------------------------------------------------
<S>                 <C>       <C>         <C>             <C>
Common Stock,      100,000    $19.4375    $1,943,750      $540.36
par value
$.01 per share
-----------------------------------------------------------------
Total                                     $1,943,750      $540.36
=================================================================
(1)  Any additional shares to be issued as a result of stock
     dividends, stock splits or similar transactions prior to the
     termination of this Registration Statement shall be covered
     by this registration Statement as provided in Rule 416.

(2)  Determined pursuant to Rule 457(c) and (h) using average of
     reported high and low prices for November 30, 1998.


</TABLE>

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



PART II  INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents, all of which are on
file with the Securities and Exchange Commission
(the "Commission"), are hereby incorporated by
reference in this registration statement:

  (a)  The Annual Report on Form 10-K for First Indiana
       Corporation (the "Company") for the year ended
       December 31, 1997;

  (b)  The Company's Quarterly Reports on Form 10-Q for the
       quarters ended March 31, 1998, June 30, 1998 and
       September 30, 1998;

  (c)  The Company's Proxy Statement dated March 12, 1998; and


  (d)  The description of the Common Stock of the Company
       contained in the Registration Statement on Form S-4, File
       No. 33-3273, as amended.

     All documents subsequently filed by the
Company and the First Indiana Corporation 401(k)
Plan (the "Plan") pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a
post-effective amendment which indicates that all
securities offered hereunder have been sold or
which deregisters all 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 reports and documents.

     For purposes of this Registration Statement,
any statement contained in a report, document or
appendix incorporated or deemed to be incorporated
by reference in this Registration Statement shall
be deemed to be modified or superseded to the
extent that a statement contained in this
Registration Statement or in any subsequently
filed report, document or appendix which also is
or is deemed incorporated by reference modifies or
supersedes such statement in such report, document
or appendix.  Any statement so modified or
superseded shall not be deemed, except as so
modified or superseded, to constitute a part of
this Registration Statement.

     Upon the written or oral request of any
person to whom this Registration Statement has
been delivered, the Company will


<PAGE> 2

provide without charge to such person a copy of
any and all of the information (excluding exhibits
thereto unless such exhibits are specifically
incorporated by reference into such information)
that has been incorporated by reference into this
Registration Statement but not delivered herewith.
Requests should be directed to Investor Relations
Department, First Indiana Corporation, 135 North
Pennsylvania Street, Indianapolis, Indiana 46204,
(317) 269-1231.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Certain legal matters with respect to the
Common Stock offered hereby will be passed on for
the Company by Bose McKinney & Evans,
Indianapolis, Indiana.  David A. Butcher, a
partner in Bose McKinney & Evans, is the Secretary
of the Company.

Item 6.  Indemnification of Directors and
Officers.

     The Company is an Indiana corporation.
Chapter 37 of The Indiana Business Corporation Law
(the "IBCL") requires a corporation, unless its
articles of incorporation provide otherwise, to
indemnify a director or an officer of the
corporation who is wholly successful, on the
merits or otherwise, in the defense of any
threatened, pending or completed action, suit or
proceeding, whether civil, criminal,
administrative or investigative and whether formal
or informal, against reasonable expenses,
including counsel fees, incurred in connection
with the proceeding.  The Company's Articles of
Incorporation do not contain any provision
prohibiting such indemnification.

     The IBCL also permits a corporation to
indemnify a director, officer, employee or agent
who is made a party to a proceeding because the
person was a director, officer, employee or agent
of the corporation against liability incurred in
the proceeding if (i) the individual's conduct was
in good faith and (ii) the individual reasonably
believed (A) in the case of conduct in the
individual 's official capacity with the
corporation that the conduct was in the
corporation's best interests and (B) in all other
cases that the individual's conduct was at least
not opposed to the corporation's best interests
and (iii) in the case of a criminal proceeding,
the individual either (A) had


<PAGE> 3

reasonable cause to believe the individual's
conduct was lawful or (B) had no reasonable cause
to believe the individual's conduct was unlawful.
The Company's bylaws contain a provision
substantially identical to this IBCL provision.
The IBCL also permits a corporation to pay for or
reimburse reasonable expenses incurred before the
final disposition of the proceeding and permits a
court of competent jurisdiction to order a
corporation to indemnify a director or officer if
the court determines that the person is fairly and
reasonably entitled to indemnification in view of
all the relevant circumstances, whether or not the
person met the standards for indemnification
otherwise provided in the IBCL.

     The Company has in effect a policy of
liability insurance covering its directors and
officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.


3     Articles of Incorporation and Bylaws of First Indiana
      Corporation, incorporated by reference to Exhibit 3(a) to
      the Company's Annual Report on Form 10-K for the year ended
      December 31, 1994.

5     Opinion and consent of Bose McKinney & Evans regarding the
      legality of the securities being registered.

23.1  Consent of KPMG Peat Marwick LLP.

23.2  Consent of Bose McKinney & Evans (included in Exhibit 5).

24    Powers of Attorney.



<PAGE> 4

Item 9.  Undertakings.

A.  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.
             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
             prospectus filed with the Commission pursuant to
             Rule 424(b) if, in the aggregate, the changes in
             volume and price represent no more than a 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)
     do not apply if the registration statement is on Form S-3 or
     Form S-8, and the information required to be included in a
     post-effective amendment by those paragraphs is contained in
     periodic reports filed by the registrant pursuant to section
     13 or section 15(d) of the Securities Exchange Act of 1934
     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.

<PAGE> 5

    (4)  If the registrant is a foreign private
issuer, to file a post-effective amendment to the
registration statement to include any financial
statements required by Rule 3-19 to Regulation S-X
at the start of any delayed offering or throughout
a continuous offering.  Financial statements and
information otherwise required by Section 10(a)(3)
of the Act need not be furnished, provided that
the registrant includes in the prospectus, by
means of a post-effective amendment, financial
statements required pursuant to this paragraph
(A)(4) and other information necessary to ensure
that all other information in the prospectus is at
least as current as the date of those financial
statements.  Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a
post-effective amendment need not be filed to
include financial statements and information
required by Section 10(a)(3) of the Act or Rule 3-19 of
Regulation S-X if such financial statements
and information are contained in periodic reports
filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.

B.  The undersigned registrant hereby undertakes
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 Securities Exchange
Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant
to section 15(d) of the Securities Exchange Act of
1934) 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 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
Securities and Exchange 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> 6

                         SIGNATURES

     Pursuant to the requirements of the
Securities Act of 1933, the Registrants certify
that they have reasonable grounds to believe that
they meet all of the requirements for filing on
Form S-8 and have duly caused this registration
statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in
Indianapolis, Indiana, on December 3, 1998.

                        FIRST INDIANA CORPORATION


                        By:  /s/ Owen B. Melton, Jr.
                                --------------------


    Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been
signed on December 3, 1998, by the following
persons in the capacities indicated.

     Signature                                  Title
     ---------                                  -----

Robert H. McKinney*
------------------------
Robert H. McKinney                 Director,Chairman and Chief
                                   Executive Officer
                                   (Principal Executive Officer)


Owen B. Melton, Jr.*
------------------------
Owen B. Melton, Jr.                Director, President and Chief
                                   Operating Officer


Marni McKinney*
------------------------
Marni McKinney                     Director and Vice Chairman


H. J. Baker*
------------------------
H. J. Baker                        Director

Gerald L. Bepko*
------------------------
Gerald L. Bepko                    Director



<PAGE> 7

Andrew Jacobs, Jr.*
------------------------
Andrew Jacobs, Jr.                 Director

Phyllis W. Minott*
------------------------
Phyllis W. Minott                  Director

Michael L. Smith*
------------------------
Michael L. Smith                   Director

John W. Wynne*
------------------------
John W. Wynne                      Director


David L. Gray*
------------------------
David L. Gray                      Senior Vice President and
                                   Chief Financial Officer
                                   (Principal Financial Officer
                                   and Principal Accounting
                                   Officer)


*By:  /s/Kenneth L.Turchi
      ------------------------
         Attorney-in-Fact


<PAGE> 8
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{"company-data": {"conformed-name": "FIRST INDIANA CORP", "cik": "0000789670", "assigned-sic": "6035", "irs-number": "351692825", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68297", "film-number": "98763425"}, "business-address": {"street1": "135 N PENNSYLVANIA ST", "city": "INDIANAPOLIS", "state": "IN", "zip": "46204", "phone": "3172691200"}, "mail-address": {"street1": "135 N PENNSYLVANIA ST", "city": "INDIANAPOLIS", "state": "IN", "zip": "46204"}, "former-company": {"former-conformed-name": "FIRST INDIANA FINANCIAL INC", "date-changed": "19860309"}}
==============================================================
              SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

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

                   FIRST INDIANA CORPORATION
       (Exact name of registrant as specified in
                           its charter)

          Indiana                               35-1692825
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)               Identification No.)

135 North Pennsylvania Street
Suite 2800
Indianapolis, Indiana
                                                  46204
(Address of principal executive offices)        (Zip Code)

      First Indiana Bank Employees' Stock Purchase Plan

                  (Full title of the plans)

                     Robert H. McKinney
                          Chairman
                  First Indiana Corporation
           135 North Pennsylvania Street, Suite 2800
                 Indianapolis, Indiana 46204
            (Name and address of agent for service)

                        (317) 269-1317
   (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
================================================================
                              Proposed    Proposed
 Title of                     Maximum     Maximum
Securities      Amount        Offering    Aggregate    Amount of
   to be         to be        Price per   Offering     Registration
registered    registered (1)  Share (2)    Price            Fee
----------------------------------------------------------------
Common Stock,      100,000    $19.4375    $1,943,750      $540.36
par value
$.01 per share
-----------------------------------------------------------------
Total                                     $1,943,750      $540.36
=================================================================
(1)  Any additional shares to be issued as a result of stock
     dividends, stock splits or similar transactions prior to the
     termination of this Registration Statement shall be covered
     by this registration Statement as provided in Rule 416.

(2)  Determined pursuant to Rule 457(c) and (h) using average of
     reported high and low prices for November 30, 1998.
In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the
employee benefit plan(s) described herein.

PART II  INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents, all of which are on
file with the Securities and Exchange Commission
(the "Commission"), are hereby incorporated by
reference in this registration statement:

  (a)  The Annual Report on Form 10-K for First Indiana
       Corporation (the "Company") for the year ended
       December 31, 1997;

  (b)  The Company's Quarterly Reports on Form 10-Q for the
       quarters ended March 31, 1998, June 30, 1998 and
       September 30, 1998;

  (c)  The Company's Proxy Statement dated March 12, 1998; and

  (d)  The description of the Common Stock of the Company
       contained in the Registration Statement on Form S-4, File
       No. 33-3273, as amended.

     All documents subsequently filed by the
Company and the First Indiana Corporation 401(k)
Plan (the "Plan") pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a
post-effective amendment which indicates that all
securities offered hereunder have been sold or
which deregisters all 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 reports and documents.

     For purposes of this Registration Statement,
any statement contained in a report, document or
appendix incorporated or deemed to be incorporated
by reference in this Registration Statement shall
be deemed to be modified or superseded to the
extent that a statement contained in this
Registration Statement or in any subsequently
filed report, document or appendix which also is
or is deemed incorporated by reference modifies or
supersedes such statement in such report, document
or appendix.  Any statement so modified or
superseded shall not be deemed, except as so
modified or superseded, to constitute a part of
this Registration Statement.

     Upon the written or oral request of any
person to whom this Registration Statement has
been delivered, the Company will
2

provide without charge to such person a copy of
any and all of the information (excluding exhibits
thereto unless such exhibits are specifically
incorporated by reference into such information)
that has been incorporated by reference into this
Registration Statement but not delivered herewith.
Requests should be directed to Investor Relations
Department, First Indiana Corporation, 135 North
Pennsylvania Street, Indianapolis, Indiana 46204,
(317) 269-1231.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Certain legal matters with respect to the
Common Stock offered hereby will be passed on for
the Company by Bose McKinney & Evans,
Indianapolis, Indiana.  David A. Butcher, a
partner in Bose McKinney & Evans, is the Secretary
of the Company.

Item 6.  Indemnification of Directors and
Officers.

     The Company is an Indiana corporation.
Chapter 37 of The Indiana Business Corporation Law
(the "IBCL") requires a corporation, unless its
articles of incorporation provide otherwise, to
indemnify a director or an officer of the
corporation who is wholly successful, on the
merits or otherwise, in the defense of any
threatened, pending or completed action, suit or
proceeding, whether civil, criminal,
administrative or investigative and whether formal
or informal, against reasonable expenses,
including counsel fees, incurred in connection
with the proceeding.  The Company's Articles of
Incorporation do not contain any provision
prohibiting such indemnification.

     The IBCL also permits a corporation to
indemnify a director, officer, employee or agent
who is made a party to a proceeding because the
person was a director, officer, employee or agent
of the corporation against liability incurred in
the proceeding if (i) the individual's conduct was
in good faith and (ii) the individual reasonably
believed (A) in the case of conduct in the
individual 's official capacity with the
corporation that the conduct was in the
corporation's best interests and (B) in all other
cases that the individual's conduct was at least
not opposed to the corporation's best interests
and (iii) in the case of a criminal proceeding,
the individual either (A) had
3

reasonable cause to believe the individual's
conduct was lawful or (B) had no reasonable cause
to believe the individual's conduct was unlawful.
The Company's bylaws contain a provision
substantially identical to this IBCL provision.
The IBCL also permits a corporation to pay for or
reimburse reasonable expenses incurred before the
final disposition of the proceeding and permits a
court of competent jurisdiction to order a
corporation to indemnify a director or officer if
the court determines that the person is fairly and
reasonably entitled to indemnification in view of
all the relevant circumstances, whether or not the
person met the standards for indemnification
otherwise provided in the IBCL.

     The Company has in effect a policy of
liability insurance covering its directors and
officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

3     Articles of Incorporation and Bylaws of First Indiana
      Corporation, incorporated by reference to Exhibit 3(a) to
      the Company's Annual Report on Form 10-K for the year ended
      December 31, 1994.

5     Opinion and consent of Bose McKinney & Evans regarding the
      legality of the securities being registered.

23.1  Consent of KPMG Peat Marwick LLP.

23.2  Consent of Bose McKinney & Evans (included in Exhibit 5).

24    Powers of Attorney.
4

Item 9.  Undertakings.

A.  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.
             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
             prospectus filed with the Commission pursuant to
             Rule 424(b) if, in the aggregate, the changes in
             volume and price represent no more than a 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)
     do not apply if the registration statement is on Form S-3 or
     Form S-8, and the information required to be included in a
     post-effective amendment by those paragraphs is contained in
     periodic reports filed by the registrant pursuant to section
     13 or section 15(d) of the Securities Exchange Act of 1934
     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.
5

    (4)  If the registrant is a foreign private
issuer, to file a post-effective amendment to the
registration statement to include any financial
statements required by Rule 3-19 to Regulation S-X
at the start of any delayed offering or throughout
a continuous offering.  Financial statements and
information otherwise required by Section 10(a)(3)
of the Act need not be furnished, provided that
the registrant includes in the prospectus, by
means of a post-effective amendment, financial
statements required pursuant to this paragraph
(A)(4) and other information necessary to ensure
that all other information in the prospectus is at
least as current as the date of those financial
statements.  Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a
post-effective amendment need not be filed to
include financial statements and information
required by Section 10(a)(3) of the Act or Rule 3-19 of
Regulation S-X if such financial statements
and information are contained in periodic reports
filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.

B.  The undersigned registrant hereby undertakes
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 Securities Exchange
Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant
to section 15(d) of the Securities Exchange Act of
1934) 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 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
Securities and Exchange 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.
6

                         SIGNATURES

     Pursuant to the requirements of the
Securities Act of 1933, the Registrants certify
that they have reasonable grounds to believe that
they meet all of the requirements for filing on
Form S-8 and have duly caused this registration
statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in
Indianapolis, Indiana, on December 3, 1998.

                        FIRST INDIANA CORPORATION

                        By:  /s/ Owen B. Melton, Jr.
                                --------------------

    Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been
signed on December 3, 1998, by the following
persons in the capacities indicated.

     Signature                                  Title
     ---------                                  -----

Robert H. McKinney*
------------------------
Robert H. McKinney                 Director,Chairman and Chief
                                   Executive Officer
                                   (Principal Executive Officer)

Owen B. Melton, Jr.*
------------------------
Owen B. Melton, Jr.                Director, President and Chief
                                   Operating Officer

Marni McKinney*
------------------------
Marni McKinney                     Director and Vice Chairman

H. J. Baker*
------------------------
H. J. Baker                        Director

Gerald L. Bepko*
------------------------
Gerald L. Bepko                    Director
7

Andrew Jacobs, Jr.*
------------------------
Andrew Jacobs, Jr.                 Director

Phyllis W. Minott*
------------------------
Phyllis W. Minott                  Director

Michael L. Smith*
------------------------
Michael L. Smith                   Director

John W. Wynne*
------------------------
John W. Wynne                      Director

David L. Gray*
------------------------
David L. Gray                      Senior Vice President and
                                   Chief Financial Officer
                                   (Principal Financial Officer
                                   and Principal Accounting
                                   Officer)

*By:  /s/Kenneth L.Turchi
      ------------------------
         Attorney-in-Fact
8