March 2, 2005



Mail Stop 0408

By U.S. Mail and facsimile to (859) 734-7671

Arthur L. Freeman
Chairman and CEO
1st Independence Financial Group, Inc.
104 South Chiles Street
Harrodsburg, KY 40330


Re:	1st Independence Financial Group, Inc.
      Form 10-KSB for the year ended September 30, 2004
      File No. 0-26570

Dear Mr. Freeman:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Please address the following comments in your future
filings and provide us drafts of your intended revisions.  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 filing.
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.







10-KSB

Item 1 - Business

Borrowings - page 18

1. Please revise here or in Note 10 to the financial statements to
include the disclosures required by Item VII of Industry Guide 3.

Item 3 - Legal Proceedings - page 23

2. Please revise here and in Note 20 to the financial statements
to
disclose management`s assessment of threatened and pending
litigation
on your financial position, results of operations and cash flows.
Also, disclose any available estimate of the compensatory and
punitive damages sought by the plaintiffs or disclose that an
estimate is not available.

Item 6 - Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Comparison of the Results of Operations for the Years Ended
September
30, 2004 and 2003

Continuing Operations

General - page 29

3. Please revise here and in Note 2 to the financial statements to
provide a tabular presentation of each cost associated with the
acquisition of Independence.  In your table, disclose whether each
cost was expensed as incurred are whether it was accrued.  Your
revisions should also clarify how you considered EITF 95-3 in
recording this acquisition.

Item 7 - Financial Statements

Note 2 - Business Acquisition - page F-14
4. Please revise to disclose how you determined the fair value of
the
core deposit intangible and how you determined the appropriateness
of
a 4.5 year life, including an explanation of why management does
not
expect the estimated benefits of relationships associated with the
$95 million in acquired deposits to be no more than $27,201.
Balance
that determination with an expanded discussion




of how you determined that $281,155 of the $2,000,000 paid for the
22.5% interest in Independence in 2003 represented core deposit
intangibles with a life of 7 years, as disclosed in Note 7.

Note 3 - Subsidiary Held for Disposal - page F-15
5. Please revise to disclose how you determined the price to be
paid
for the real property to be purchased from Citizens, including
whether or not a third party appraisal was obtained.  Disclose the
exact nature of the property, how was used by Porter Bancorp, what
your specific future growth plans are for using it, the
anticipated
costs to bring it to its intended use and when you anticipate
executing those plans.
6. Please revise to reconcile the net income of Citizens reported
here to the amounts reported in your statements of operations.  We
note the significant loss on these operations in 2003 and believe
a
discussion is appropriate.

Note 8 - Leases - page F-22
7. Please revise to disclose the monthly lease payment under each
lease.  Clarify how you considered purchase options in determining
that those leases should be accounted for as operating leases.

Note 17 - Stock Option Plans - page F-31
8. Please revise Note 2 to disclose how you accounted for the
Independence options under paragraphs 83 through 85 of FIN 44.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments, indicates your
intent to include the requested disclosure in future filings, and
provides us drafts of your intended revisions.  Detailed letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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 filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; 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 filing or in
response to our comments on your filing.

      You may contact Isa Farhat, Staff Accountant at (202) 824-
5418
or me at (202) 942-1782 if you have questions regarding comments
on
the financial statements and related matters.


Sincerely,



Paul Cline
             Senior Accountant

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Arthur L. Freeman
1st Independence Financial Group, Inc.
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