SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCKINNEY MARNI

(Last)

(First)

(Middle)

135 N. PENNSYLVANIA ST.

(Street)

INDIANAPOLIS

46204

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST INDIANA CORP [ FINB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/24/2006		M		22,500	A	$11.28	241,403	D
Common Stock								166	I	by Managed Account
Common Stock								841,301	I	by Partnership
Common Stock								576,318	I	by Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$11.28	01/24/2006		M			22,500	01/24/1997	01/23/2006⁽¹⁾	Common Stock	22,500	$0⁽²⁾	0	D
Incentive Stock Option (right to buy)	$19.18							01/17/2003	01/17/2007	Common Stock	5,733		5,733	D
Incentive Stock Option (right to buy)	$19.9							11/19/2004	11/19/2008	Common Stock	5,527		5,527	D
Non-Qualified Stock Option (right to buy)	$9.58							09/29/2000	02/14/2006	Common Stock	14,178		14,178	D
Non-Qualified Stock Option (right to buy)	$13							02/17/2001	02/17/2009	Common Stock	3,703		3,703	D
Non-Qualified Stock Option (right to buy)	$14.95							02/16/2000	02/15/2009	Common Stock	12,500		12,500	D
Non-Qualified Stock Option (right to buy)	$16							01/20/2001	01/20/2010	Common Stock	18,750		18,750	D
Non-Qualified Stock Option (right to buy)	$17.44							01/17/2003	01/17/2012	Common Stock	25,516		25,516	D
Non-Qualified Stock Option (right to buy)	$18.09							11/19/2004	11/19/2013	Common Stock	11,473		11,473	D
Non-Qualified Stock Option (right to buy)	$18.62							01/17/2002	01/17/2011	Common Stock	31,250		31,250	D
Non-Qualified Stock Option (right to buy)	$19.5							01/22/1999	01/21/2008	Common Stock	15,000		15,000	D
Non-Qualified Stock Option (right to buy)	$19.54							11/20/2003	11/20/2012	Common Stock	17,000		17,000	D

Explanation of Responses:

1. This non-qualified Stock Option's expiration date was incorrectly input on Form 4 as 1/23/06 the correct expiration date is 1/24/06.

2. Not applicable to the exercise of this employee stock option.

Remarks:

Form does not include shares acquired on behalf of the Reporting Person during 2005 or 2006 under the Corporation's Employee Stock Purchase Plan, 401(k) Plan or Dividend Reinvestment Plan.

	By: Glenda L. Fisher For: Marni McKinney	01/25/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.