SecProbe.io

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                       [BARNES & THORNBURG LLP LETTERHEAD]

                                                                  April 15, 2005

VIA EDGAR and FEDERAL EXPRESS
-----------------------------

Ms. Celeste Murphy
Special Counsel
Office of Mergers and Acquisitions
Mail Stop 03-03
Securities and Exchange Commission
Washington, DC  20549-0404

     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. Murphy:

     On behalf of  Northeast  Indiana  Bancorp,  Inc.  (the  "Company"),  we are
providing in this letter responses to the comments in your letter dated April 8,
2005,  regarding  the  above-referenced  filings.  Each of the  responses to the
comments is keyed to the pages in the accompanying  amended preliminary Schedule
14A, which includes the changes made to address your comments. All defined terms
have the same meaning as in the amended preliminary 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).

          We  intend  to  provide  the  definitive  proxy  statement  to  NEIB's
     stockholders  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  I3e-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

<PAGE>

Ms. Celeste Murphy
April 15, 2005
Page 2

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.

          We have  revised the section  "Fairness of the Split  Transaction"  on
     page 3 of the Proxy  Statement  to make clear that the  directors  made the
     fairness determination with respect to unaffiliated  stockholders.  We have
     also revised the Section entitled "PROPOSAL 1-THE SPLIT TRANSACTION-SPECIAL
     FACTORS-Fairness of the Split Transaction"  beginning on page 22 in several
     places to make it clear that the Board's fairness  determination relates to
     unaffiliated  as well as  affiliated  stockholders.  We revised the section
     "Fairness Opinion of Financial Advisor" on page 3 to make it clear that KBW
     believes the cash  consideration to be paid to non-continuing  stockholders
     is fair to  unaffiliated  stockholders.  We have also  revised  the section
     "SUMMARY TERM SHEET-Effects of the Split Transaction" on page 4 to refer to
     affiliated and unaffiliated stockholders.

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.

          In "Proposal 1-THE SPLIT  TRANSACTION-SPECIAL  FACTORS-Overview of the
     Split  Transaction"  on page 14, the Company  describes  the  circumstances
     under  which it might  abandon  the  transaction  even if  approved  by the
     stockholders.  It  also  discloses  that  there  is no date  by  which  the
     transaction  must close, but it is anticipated to close no later than three
     business days after the stockholder meeting. A statement is made that under
     no  circumstances  would the Company proceed with the reverse split and not
     the forward split.

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.

          In  "Background  of the Split  Transaction"  on pages  15-16,  we have
     provided  more  information  about the merger  discussed at the October 26,
     2004  meeting and why the Board did not pursue that  merger.  More  details
     about the directors'  opinions on the strategic  direction of the Bank have
     also been added.

     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?

          In "Background of the Split  Transaction" on page 16,  information has
     been added about who made the  estimates of  additional  employee time that
     would be required  under the  Sarbanes-Oxley  Act of 2002, and the decision
     that such estimated time was

<PAGE>

Ms. Celeste Murphy
April 15, 2005
Page 3

     unacceptable.  More details about the employees  involved and the increased
     time requirements anticipated have also been added.

     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.

          We have  added a  description  of the  risks of  management  liability
     arising  from public  company  status,  and the reasons why such  increased
     risks may not be in the best interests of stockholders,  to the description
     of the October 26, 2004 meeting (see pages 15-16 in the  "Background of the
     Split  Transaction").  This  meeting  focused  more on this  issue than the
     November 30, 2004 meeting.

     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?

          More  information  about  the  pros and  cons of the  possible  merger
     transaction  discussed at the February 4th and February  10th  meetings has
     been added to pages  16-17 of  "Background  of the Split  Transaction."  In
     addition more  elaboration  about why the timing of a merger was not in the
     best  interests  of  stockholders  and with  respect to the other  business
     strategies,  such as new branches and new products, being considered by the
     Board has been provided. The Board did not believe the merger would address
     the concerns  prompting  its "going  private"  decision for the reasons set
     forth on page 17 of the section "Background of the Split 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?

          In the section  "Background  of the Split  Transaction"  on page 17 we
     have  clarified  that the  directors  did not  believe  the  timing  of the
     potential  merger would be in the best interests of stockholders  who would
     remain  as  continuing  stockholders  after the  split  transaction,  since
     earnings were expected to improve if the Company  achieved the cost savings
     anticipated  from the  going  private  transaction.  We have  also  added a
     sentence on the reasons why the directors  believed that  stockholders  who
     might be cashed out in the split  transaction  could  benefit from a future
     improvement  in earnings if they so desired by  transferring  their  shares
     into nominee name or  purchasing  more shares on the market  following  the
     split transaction.

     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

<PAGE>

Ms. Celeste Murphy
April 15, 2005
Page 4

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?

          In the section  "Background of the Split  Transaction"  on page 17, we
     have added a sentence to the effect that the officers of the Bank  involved
     in the discussions did not believe that the prospective  merger partner was
     likely  to  offer a price  that  would  be  acceptable  to the  Board.  The
     directors were not aware of factors distinguishing the potential offer from
     the merger information presented by KBW at the October 26, 2004 meeting and
     a sentence has been added to that effect.

     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.

          A more  complete  description  of the  deliberations  of the directors
     prior to their  decision  not to proceed  with the merger has been added to
     page 17 of the section "Background of the Split 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?

          The section  "Background of the Split Transaction" on page 17 has been
     revised to clarify that the Special  Committee was authorized to seek legal
     counsel  of its  choice  to the  extent  needed  in  considering  the legal
     standards  and  steps  required  for the  going  private  transaction.  The
     authority was given by a resolution  adopted by the full Board. The members
     of that  Committee  concluded that because Barnes & Thornburg was not prior
     company  counsel  and was  first  hired in  connection  with the  Company's
     consideration  of the "going private"  transaction,  that any conflict that
     might  exist  because  the  Special  Committee  used  Company  counsel as a
     resource in its  deliberations  should not preclude  the Special  Committee
     from seeking advice from Barnes & Thornburg. This disclosure has been added
     to the proxy statement at pages 17-18.

     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?

          We have  corrected  the first full  paragraph  on page 18 of the proxy
     statement to reflect that KBW's  engagement  was by the Special  Committee.
     That in fact was the  case

<PAGE>

Ms. Celeste Murphy
April 15, 2005
Page 5

     and as previously  filed with the SEC, KBW's fairness opinion was addressed
     to the Special Committee, not to NEIB.

     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?

          In the  description  of the  March  3,  2005  meeting  of the  Special
     Committee  on page  18,  the  factors  considered  by the  members  of that
     Committee in setting the $23.50 per share price,  subject to the receipt of
     KBW's fairness opinion, are set forth.

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?

          In the section "Reasons for the Split  Transaction" on pages 20-21, an
     analysis of the extent to which the  directors'  determination  of fairness
     was based on current and historical  market  prices,  the premium over such
     market prices, net book value, going concern value,  liquidation value, and
     prices  paid by NEIB for its  repurchased  shares is set forth.  Individual
     directors may have given differing weights to different factors.  The Board
     generally  placed more  emphasis  on the  fairness  opinion and  ultimately
     relied on KBW's  determination  that the $23.50  price per share is fair to
     unaffiliated stockholders.

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.

          The earnings  projections and their  underlying  assumptions have been
     added to page 28 of the section "Fairness Opinion of Financial Advisor."

Other Going Private Transactions, page 27
-----------------------------------------

     15. Please state the  percentage  premium to