SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM 8-K



                                 CURRENT REPORT



                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



                Date of Report (Date of earliest event reported)
                                 January 6, 1999




                         FIRST INDEPENDENCE CORPORATION
             (Exact name of Registrant as specified in its Charter)




  Delaware                    0-22184                         36-3899950
(State or other        (Commission File No.)             (IRS Employer
 jurisdiction of                                           Identification
 incorporation)                                                    Number)




              Myrtle and Sixth Streets, Independence, Kansas 67301
        ---------------------------------------------------------------
              (Address of principal executive offices) (Zip Code)




       Registrant's telephone number, including area code: (316) 331-1660


                                       N/A
          (Former name or former address, if changed since last report)







Item 2 Acquisition or Disposition of Assets

         On January 6, 1999,  First  Independence  Corporation  (the  "Company")
issued the press release  included as Exhibit 99 to this report and incorporated
by reference  herein,  announcing  the  consummation  of its  acquisition of The
Neodesha Savings and Loan Association,  FSA ("Neodesha")  through the conversion
of Neodesha  to stock form and the  simultaneous  merger of Neodesha  with First
Federal Savings and Loan Association of Independence,  a wholly owned subsidiary
of the  Company.  The  merger  was  consummated  pursuant  to a Plan  of  Merger
Conversion  (the  "Agreement")  dated as of February 18, 1998. The Agreement was
included as Exhibit 2.1 to the Company's Form SB-2 filed on July 2, 1998, and is
incorporated herein by reference.

         The Company  intends to integrate  the  operations of Neodesha into its
existing operations and continue to maintain the business and physical assets of
Neodesha, subject to the needs of the Company.

         The  foregoing  information  does not  purport  to be  complete  and is
qualified in its entirety by reference to the Exhibits to this Report.

Item 7.  Financial Statements and Exhibits

         (a)      Financial Statements of businesses acquired.

                  The Financial  Statements,  and the notes thereto, of Neodesha
were contained in the Company's Prospectus filed with the Registration Statement
(the  "Registration  Statement")  on Form SB-2  (File No.  333-508423)  declared
effective by the Securities and Exchange Commission on November 9, 1998.

         (b)      Pro forma financial information.

                  The Unaudited Pro Forma Combined Financial Statements of
the Company and Neodesha were contained in the Prospectus filed
with the Registration Statement.

         (c)      Exhibits.

                  The  Exhibits  listed on the  accompanying  Exhibit  Index are
filed as part of this Report and are incorporated herein by reference.








                                  EXHIBIT INDEX

EXHIBIT
   NO.                             DESCRIPTION

  2.1             Plan of Merger  Conversion,  dated  February 18, 1998,  by and
                  between  First  Independence   Corporation  and  The  Neodesha
                  Savings and Loan Association, FSA (previously filed with First
                  Independence's SB-2 on July 2, 1998).

 99.              Press release, dated January 6, 1999.








                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned thereunto duly authorized.


                         FIRST INDEPENDENCE CORPORATION




Date:   January 21, 1999                       By: /s/Larry G. Spencer
      --------------------                         -------------------
                                                   Larry G. Spencer, President
                                                    and Chief Executive Officer











                                                                    EXHIBIT 99







                   [First Independence Corporation Letterhead]



FOR IMMEDIATE RELEASE
Date: January 6, 1999
Contact: Larry G. Spencer
Telephone: (316) 331-1660

                NEODESHA SAVINGS AND LOAN ASSOCIATION, F.S.A. AND
            FIRST INDEPENDENCE CORPORATION COMPLETE MERGER CONVERSION


         Neodesha Savings and Loan  Association,  F.S.A.  ("Neodesha") and First
Independence  Corporation ("First Independence")  announced today the successful
completion of Neodesha's  conversion from a  federally-chartered  mutual savings
and loan association to a federally-chartered stock savings and loan association
and its simultaneous merger with First Independence's subsidiary,  First Federal
Savings  and  Loan  Association  of  Independence.  This  is  the  first  merger
conversion  approved by the Office of Thrift Supervision since its moratorium in
1994.
         Frank  Miller,  President  and CEO of  Neodesha,  stated  "We are  very
excited about the Merger Conversion and our affiliation with First Independence.
This  transaction  will benefit our customers,  employees and the communities we
serve  and has  given  our  members  the  opportunity  to  participate  in First
Independence's future."

     Larry  G.  Spencer,   President  and  Chief  Executive   Officer  of  First
Independence  stated "We are really excited about further expanding our presence
in the Neodesha  area and in Wilson  County and we look forward to assisting the
customers of Neodesha in  responding to their  growing  financial  needs." First
Independence  Common  Stock is traded on the  Nasdaq  (National  Association  of
Securities Dealers Automated Quotation) SmallCap Market under the symbol "FFSL."
In connection with the Merger Conversion, First Independence sold 150,896 shares
of its Common Stock at the discounted price of $9.42 per share. The total number
of  outstanding  shares  of First  Independence  Common  Stock is  approximately
963,819  shares  (excluding  the shares to be issued in the Merger  Conversion).
Trident  Securities,  Inc. of Raleigh,  North Carolina managed the sale of First
Independence  Common Stock in the Subscription  Offering.  Silver,  Freedman and
Taff  of  Washington,  DC  represented  First  Independence  Corporation  in the
transaction.