SecProbe.io

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Mail Stop 03-03

VIA FACSIMILE (317) 231-7433 and U.S. Mail

April 8,2005

Claudia V. Swhier, Esq.
Barnes & Thornburg LLP
11 South Meridian Street
Indianapolis, Indiana 46204
(317) 231-7231

Re:	Northeast Indiana Bancorp
      Preliminary Schedule 14A
      Filed March 16, 2005
      File No. 000-26012

      Schedule 13E-3
      Filed March 16, 2005
      File No. 005- 48437

Dear Ms. Swhier:

      We have reviewed the above filings for issues related to the
Schedule 13E-3 and have the following comments.  Where indicated,
we think you should revise your documents in response to these
comments. If you disagree, we will consider your explanation as to why
our comment is inapplicable or a revision is unnecessary.  Please be
as detailed as necessary in your explanation.  In some of our
comments we may ask you to provide us with supplemental information so
we may better understand your disclosure.  After reviewing this
information, we may or may not raise additional comments.

     Please understand that the purpose of our review process is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings. We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other
aspect of our review.  Feel free to call us at the telephone numbers
listed at the end of this letter.

Schedule 13E-3
Schedule 14A

General

1. In your supplemental response, confirm to us that your proxy
statement will be provided to your shareholders at least 20
calendar days prior to the vote on the proposals in accordance with
Rule 13e-3(f)(i).

Fairness of the Split Transaction, page 3

Please state whether the subject company filing the statement
reasonably believes that the Rule 13e-3 transaction is fair or
unfair to unaffiliated  security holders, as required by Item 1014 of
Regulation M-A.  Further, because the board relied on the opinion
of Keefe Bruyette & Woods, Inc. in this matter, please state whether
KBW believes that the Rule 13e-3 transaction is fair or unfair to
unaffiliated  security holders.  Please address fairness to both
the continuing and non-continuing unaffiliated shareholders.  We note
the determination of fairness as to stockholders, including
stockholders that are continuing stockholders and non-continuing, as
stated by your board and KBW.

Proposal 1, page 13

2. Please describe the circumstances under which the board may
abandon the transaction even if it is approved by the
stockholders. Further, clarify whether there is a date by which the
transaction must occur.  Finally, state whether the board may determine
to consummate the reverse split but not the forward.

Background of the Split Transaction, page 14

3. Please describe the strategic direction of the bank on which
the directors focused at the October 26, 2004 meeting.  In addition,
describe the board`s consideration of a possible merger in more
detail.  We note that KBW discussed such a merger.

4. Please describe the time requirements that would be required
from at least three employees at the bank, as discussed at the
November 30, 2004 board meeting.  Who estimated the time that would be
required?  Who found such time requirements to be at an unacceptable
level and why?

5. Please describe the liability discussed by the directors at the
November 30, 2004 meeting.  Explain the board`s consideration of
such liability regarding management and anyone else, including but not
limited to directors, in the case of the company continuing as a
public company.  Explain why the elimination of such liability, by
way of the going private transaction, is in the best interests of
you and your stockholders.   We note your discussion on page 14 that
your officers will not be required to certify the accuracy of your
financial statements under SEC rules when you go private pursuant
to this transaction.

6. Please describe the strategic alternatives and the strategic
business plans discussed at the February 4, 2005 and February 10,
2005 board meetings, respectively.  For example, describe the pros
and cons of the potential merger considered by the board.  Did the
board consider whether a merger would address any of the concerns
which prompted the board to consider a going-private transaction?

7. Please clarify, if true, that at the February 10, 2005 board
meeting the directors discussed their view that the timing of the
potential merger would not be in the best interests of those
security holders who would not be cashed out in the going private
transaction. Were the interests of the unaffiliated security holders
being cashed out in the transaction considered regarding this matter?

8. Was any representation made by the prospective merger partner,
that the tentative pricing discussions were flexible, open to
discussion and change, or could rise?  Was this matter considered
by the board when it determined to reject such offer because the
pricing discussions were on the low end of the pricing ranges discussed
at the October 26, 2005 meeting?  Were there any factors that
distinguished this offer from the pricing information for mergers
of comparable financial institutions that had been presented by KBW
at the October 26 meeting?  Was this discussed by the board?

9. Please identify the other matters considered in the "lengthy
discussion" that preceded the conclusion that the board would not
proceed with discussions with the prospective merger partner and
should instead implement the going private transaction.

10. We note that the special committee was empowered to seek legal
assistance from Barnes & Thornburg on the legal standards
applicable to and steps required for the going private transaction.
Was the authority to retain legal counsel limited to the retention of
Barnes & Thornburg?  How was authority given and by whom?  Was there any
discussion about a possible conflict of interest in Barnes &
Thornburg representing both the special committee, representing
the unaffiliated security holders, and NEIB?

11. We note that on February 11, 2005, a representative of the
Special Committee contacted KBW to discuss its possible engagement
as financial advisor to NEIB in the going private transaction.  Was
the special committee seeking services from KBW as well?  Were these
separate from the services sought by NEIB?  Was there any
discussion about a possible conflict of interest in KBW providing services
to both the special committee, representing the unaffiliated security
holders, and NEIB?  Was the KBW engagement letter presented to the
special committee at the March 3, 2005 meeting representing NEIB,
the special committee, or both?

12. What was the basis for the determination that $23.50 would be
an appropriate amount to pay unaffiliated security holders in the
split transaction?  What other bases were considered?  What prices did
the other bases support?

Fairness of the Split Transaction, page 20

13. Your discussion of the board`s determination of fairness must
include an analysis of the extent, if any, to which the filing
person`s beliefs are based on the factors described in Instruction
2 and paragraph (e) of Item 1014 of Regulation M-A and Item 1015 of
Regulation M-A.  Please discuss these factors in reasonable detail
and, to the extent practicable, the weight assigned to each
factor.

Does the board expressly adopt the fairness opinion of KBW as its
own to satisfy its requirements under Item 1014?

Fairness Opinion of Financial Advisor, page 25

14. We note the reference to internal financial analysis and
forecasts provided to the financial advisor for use in its
fairness determination. These projections should be disclosed. You
should also describe the material assumptions underlying them.

Other Going Private Transactions, page 27

15. Please state the percentage premium to 30-day average stock
price of the $23.50 per share consideration offered to the shareholders
in the reverse stock split.

Analysis of Recent Comparable Acquisition Transactions, page 28

16. Please explain your statement that "for purposes of this
fairness opinion KBW believes that the consideration received by the
shareholders does not have to represent a change of control
premium."

17. Explain why KBW found the comparable group the most
appropriate in deriving a comparable transaction value based on NEIB`s
size and earnings.  What are the size and earnings of the comparable
companies?

Effects of the Split Transaction on NEIB, page 30

18. Please include a description of the federal tax consequences
of the transaction on the company, affiliates and unaffiliated
security holders.  Does the company have any net operating losses that
it may recognize?  If so, please describe in detail.  We note your
discussion of federal tax consequences on page 34, but your
discussion should address the consequences on the aforementioned
groups.

19. Please include a description of the effects of the Rule 13e-3
transaction on the affiliates of the company.  Please note that
with respect to comment number 2, above, you may have an affiliate of
the company as a Schedule 13E-3 filer.  If this statement is filed by
an affiliate of the company, the description required by paragraph
(d) of Item 1013 of Regulation M-A must include, but not be limited
to, the effect of the Rule 13e-3 transaction on the affiliate`s
interest in the net book value and net earnings of the company in terms
of both dollar amounts and percentages.   See Instruction 3 to Item
1013 of Regulation M-A.

Selected Historical and Pro Forma Financial Data, page 36

20. We note that you have incorporated by reference your annual
report on Form 10-KSB for the fiscal year ended December 31, 2004
and that on page 51 you make an express statement that the financial
statements are incorporated by reference.  Please clearly identify
the information incorporated by reference by page, paragraph,
caption, or otherwise, as required by Instruction 3 to Item 13 of
Schedule 13E-3.

21. We note that you have provided summarized historical financial
data for NEIB for each of the three years ended December 31, 2004.
Please revise this section to include the entirety of the
disclosure requirements of Item 1010 of Regulation M-A, including, but
not limited to net sales or gross revenues, and gross profit as
required by Item 1010(c)(1) of Regulation M-A and Section 210.1-02(bb)
(1)(ii) of Regulation S-X; and income per common share from continuing
operations (basic and diluted, if applicable) and ratio of
earnings to fixed charges as required by Items 1010(c)(2) and (4),
respectiveely.

  Revocable Proxy

22. We note that in proposal one you ask security holders to vote
for, against, or abstain the approval of two amendments to the
Company`s articles of incorporation to effect a reverse 1-for-125
stock split followed immediately by a forward 125-for-1 stock
split of common shares.  Please tell us, in a supplemental response,
why these two amendments should not be separated into two separate
proposals.  Please see Regulation 14a-4(a)(3) of the Proxy Rules
and generally, the Fifth Supplement to the Manual of Publicly
Available Telephone Interpretations (September 2004), Division of
Corporation Finance.

Closing Comment

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all material information to
investors.  Since the company and its management are in possession
of all facts relating to a company`s disclosure, they are responsible
for the accuracy and adequacy of the disclosures they have made.

      In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff of
the Division of Corporation Finance in our review of your filings or
in response to our comments on your filings.

      As appropriate, please amend your filings in response to
these comments.  You may wish to provide us with a black-lined copy of
the amended filing to expedite our review.  Please furnish a cover
letter with your amended filings that keys your responses to our comments
and provides any requested supplemental information and file such
letter on EDGAR.  Detailed cover letters greatly facilitate our
review.  Please understand that we may have additional comments
after reviewing your amended filings and responses to our comments.
If you have any questions please contact me at (202) 942-2903.

Very truly yours,

Celeste Murphy
Special Counsel
Office of Mergers & Acquisitions

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