UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) OFof ~~THE~~the

~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of ~~Report~~report (Date of earliest event reported): February 928, 2012

THE NATIONAL BANK OF INDIANAPOLIS CORPORATION

(~~Exact~~EXACT ~~name~~NAME ofOF ~~registrant~~REGISTRANT asAS ~~specified~~SPECIFIED inIN ~~its~~ITS ~~charter~~CHARTER)

Indiana

000-21671

35-1887991

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

107 North Pennsylvania Street, Suite 700 ~~Indianapolis, Indiana 46204~~

~~(Address of principal executive offices~~Indianapolis, ~~including~~Indiana ~~zip~~46204 ~~code)~~

~~Registrant’s~~(Address ~~telephone~~of ~~number~~Principal Executive Offices, including ~~area~~Zip ~~code: (317~~Code) ~~261-9000~~

(~~Former name or former address, if changed since last report~~317) 261-9000

~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions~~ (~~see~~Registrant’s ~~General~~Telephone ~~Instruction~~Number, ~~A.2.~~Including ~~below~~Area Code):

¨Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy the filing obligation of the registrant under any of the ~~Securities~~following ~~Act~~provisions (17see ~~CFR~~General ~~230~~Instruction A.~~425~~2 below):

¨ ~~Soliciting~~Written ~~material~~communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act ~~(17 CFR 240.14a-12)~~

¨ ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~14d~~14a-~~2(b)~~12 under the Exchange Act ~~(17 CFR 240.14d-2(b))~~

¨ Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act ~~(17 CFR 240.13e-4(c))~~

~~Item 2.02.~~¨ ~~Results~~Pre-commencement ofcommunications ~~Operations~~pursuant ~~and~~to ~~Financial~~Rule ~~Condition.~~13e-4(c) under the Exchange Act

OnItem ~~February 9, 2012, The National Bank of Indianapolis Corporation issued a letter to its shareholders setting forth earnings for the fourth quarter 2011 and a financial summary~~8.01 ~~The~~Other ~~full text of the letter is set forth in Exhibit 99~~Events.~~1 hereto.~~

~~The~~On ~~information~~February ~~in this report~~28, 2012, ~~including~~ the ~~exhibit~~Corporation ~~attached~~adopted ~~hereto,~~a isnew ~~not~~stock ~~deemed~~repurchase ~~“filed”~~program. ~~for~~Under ~~purposes~~the ofrepurchase ~~Section 18~~program, of the ~~Securities~~Corporation ~~Exchange~~may ~~Act~~repurchase ofshares ~~1934~~in ~~and~~individually ~~shall~~negotiated ~~not~~transactions beup ~~incorporated by reference into any registration statement or other document pursuant~~ to ~~the~~an ~~Securities~~aggregate ~~Act~~net cost of ~~1933,~~$3.8 ~~except as otherwise expressly stated in such filing~~million.

~~Item 9~~The Corporation anticipates that it will fund purchases under the repurchase program from available working capital.~~01.~~ ~~Financial~~The ~~Statements~~stock repurchase program does not require the Corporation to acquire any specific number of shares and ~~Exhibits~~may be modified, suspended, extended or terminated by the Corporation at any time without prior notice. The repurchase program will terminate on December 31, 2012 unless earlier suspended or discontinued by the Corporation. As of March 5, 2012, no shares had been purchased under this plan.

(a) – (c) Not applicable.

(d) Exhibits.

99.1 Letter to Shareholders, dated February 9, 2012

SIGNATURE

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 hereunto duly authorized.

Date: ~~February 9~~March 5, 2012


THE NATIONAL BANK OF INDIANAPOLIS CORPORATION

By:		/s/ Debra L. Ross
		Debra L. Ross
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description
99.1		Letter to Shareholders, dated February 9, 2012

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