<PAGE>   1

     As filed with the Securities and Exchange Commission on August 5, 1997

                                                      Registration No. 333-_____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                              ____________________

                          FIRST FEDERAL CAPITAL CORP.
                          ---------------------------
             (Exact name of Registrant as Specified in its Charter)


           WISCONSIN                        6711                 39-1651288
-------------------------------      -----------------       -----------------
(State or other jurisdiction of      (Primary Standard        (I.R.S. Employer
incorporation or organization)   Industrial Classification   Identification No.)
                                       Code Number)         


                                605 STATE STREET
                           LA CROSSE, WISCONSIN 54601
                                 (608) 784-8000
              ---------------------------------------------------
              (Address, including Zip Code, and Telephone Number,
       including Area Code, of Registrant's Principal Executive Offices)


                          FIRST FEDERAL CAPITAL CORP.
                      1997 STOCK OPTION AND INCENTIVE PLAN
                  --------------------------------------------
                            (Full title of the plan)

                          THOMAS W. SCHINI, PRESIDENT
                          FIRST FEDERAL CAPITAL CORP.
                                605 STATE STREET
                           LA CROSSE, WISCONSIN 54601
                                 (608) 784-8000
-------------------------------------------------------------------------------
(Name, Address, including Zip Code, and Telephone Number, including Area Code,
of Agent for Service)



                                   Copies to:

                              TERESA M. LEVY, ESQ.
                            MICHAEL BEST & FRIEDRICH
                           100 EAST WISCONSIN AVENUE
                                   SUITE 3300
                           MILWAUKEE, WISCONSIN 53202


<PAGE>   2

<TABLE>
<CAPTION>

                       CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------

      TITLE OF                        PROPOSED      PROPOSED
     SECURITIES                       MAXIMUM        MAXIMUM     AMOUNT OF
        TO BE       AMOUNT TO BE   OFFERING PRICE   AGGREGATE   REGISTRATION
    REGISTERED(1)   REGISTERED(2)   PER SHARE(3)    OFFERING       FEE(3)
-------------------------------------------------------------------------------
   <S>                  <C>             <C>        <C>            <C>
   Common Stock,
   $0.10 par value      735,000         $24.25     $17,823,750    $5,401.14
     per share
-------------------------------------------------------------------------------

</TABLE>

(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the First Federal Capital Corp. 1997 Stock Option and Incentive Plan (the
     "1997 Option Plan"), as the result of a stock split, stock dividend or
     similar adjustment of the outstanding Common Stock of First Federal
     Capital Corp. pursuant to Rule 416(a).

(2)  Represents 735,000 shares reserved for issuance under the 1997 Option
     Plan.

(3)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h)(1).  The proposed maximum offering price per share
     is based upon the average of the high and low prices for the shares of
     Common Stock as reported on the NASDAQ National Market System on July 31,
     1997.


                        _______________________________

     This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act, and 17
C.F.R. Section 230.462.

















                          Total Number of Pages:  6
                          Exhibit Index on Page   6

<PAGE>   3

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


     ITEMS 1 & 2. PLAN INFORMATION AND REGISTRANT INFORMATION AND EMPLOYEE PLAN
                  ANNUAL INFORMATION.

             The information required by Items 1 & 2 is included in documents   
sent or given to participants in the First Federal Capital Corp. 1997 Stock
Option and Incentive Plan (the "1997 Stock Plan") pursuant to Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act").  Such documents
are not being filed with the Commission, but constitute (together with the
documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Part II hereof) a prospectus that meets the requirements of Section
10(a) of the Securities Act.  First Federal Capital Corp. (the "Registrant" or
"Company") shall provide a written statement to participants in the 1997 Stock
Plan advising them of the availability without charge, upon written or oral
request, of the documents incorporated by reference in Item 3 of Part II of the
Registration Statement and of other documents required to be delivered to
employees pursuant to Rule 428(b), and shall include the address and telephone
number to which the request is to be directed.


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


     ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

             The following documents filed by the Company with the Commission
are incorporated herein by reference and made a part hereof:

     (a)     The Company's latest Annual Report on Form 10-K for the year ended 
             December 31, 1996, which includes the consolidated financial
             statements of the Company as of December 31, 1996, 1995 and 1994,
             the related consolidated statements of operations, equity and cash
             flows for each of the three years in the period ended December 31,
             1996, and the consolidated statements of financial condition at
             December 31, 1996 and 1995, together with the related notes and
             Report of Independent Auditors of the Company (dated January 24,
             1997).

     (b)     All other reports filed pursuant to Section 13 or 15(d) of the
             Securities Exchange Act of 1934, as amended, since the end of the
             last fiscal year for which financial statements were included in
             the report referred to in (a) above.

     (c)     The Company's Proxy Statement relating to the Company's Annual
             Meeting of Shareholders held on April 23, 1997, filed with the
             Commission on March 12, 1997.

     (d)     The description of the Company's Common Stock and the Company's
             Series A Junior Participating Preferred Stock and Preferred Stock
             Purchase Rights contained in the Company's Prospectus, dated
             October 18, 1995, and included in the Company's Registration
             Statement on Form S-4 (File No. 33-98298) which was declared
             effective by the Commission on October 18, 1995.

             All documents filed by the Company pursuant to Sections 13(a),     
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such documents.



     ITEM 4. DESCRIPTION OF SECURITIES.
             

             Not Applicable.


                                     -1-
<PAGE>   4

     ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
              

              Not Applicable.


     ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
              

              The Company is incorporated under the Wisconsin Business  
Corporation Law ("WBCL").  Under Section 180.0851(1) of the WBCL, the Company
is required to indemnify a director or officer, to the extent such person is
successful on the merits or otherwise in the defense of a proceeding, for all
reasonable expenses incurred in the proceeding if such person was a party
because he or she was a director or officer of the Company.  In all other
cases, the Company is required by Section 180.0851(2) to indemnify a director
or officer against liability incurred in a proceeding to which such a person
was a party because he or she was a director or officer of the Company, unless
it is determined that he or she breached or failed to perform a duty owed to
the Company and the breach or failure to perform constitutes: (i) a willful
failure to deal fairly with the Company or its shareholders in connection with
a matter in which the director or officer has a material conflict of interest,
(ii) a violation of criminal law, unless the director or officer had reasonable
cause to believe his or her conduct was unlawful; (iii) a transaction from
which the director or officer derived an improper personal profit, or (iv)
willful misconduct. Section 180.0858(1) provides that, subject to certain
limitations, the mandatory indemnification provisions do not preclude any
additional right to indemnification or allowance of expenses that a director or
officer may have under the Company's articles of incorporation, bylaws, a
written agreement or a resolution of the Board of Directors or shareholders.

              Section 180.0859 of the WBCL provides that it is the public
policy of the State of Wisconsin to require or permit indemnification,  
allowance of expenses and insurance to the extent required to be permitted
under Sections 180.0850 to 180.0858 of the WBCL, for any liability incurred in
connection with a proceeding involving a federal or state statute, rule or
regulation regulating the offer, sale or purchase of securities.

              Section 180.0828 of the WBCL provides that, with certain  
exceptions, a director is not liable to a corporation, its shareholders, or any
person asserting rights on behalf of the corporation or its shareholders, for
damages, settlements, fees, fines, penalties or other monetary liabilities
arising from a breach of, or failure to perform, any duty resulting solely from
his or her status as a director, unless the person asserting liability proves
that the breach or failure to perform constitutes any of the four exceptions to
mandatory indemnification under Section 180.0851(2) referred to above.

              Under Article VI of the Company's Bylaws, directors and officers  
are indemnified against liability, in both derivative and nonderivative suits,
which they may incur in their capacities as such, subject to certain
determinations by the Board of Directors, independent legal counsel or the
shareholders that the applicable standards of conduct have been met.  The scope
of such indemnification is substantially the same as permitted and described in
Sections 180.0850 to 180.0858 of the WBCL.

              Section 180.0833 of the WBCL provides that with certain   
exceptions, directors of the Company against whom claims are asserted with
respect to the declaration of improper dividends or distributions to
shareholders or certain other improper acts which they approved are entitled to
contribution from other directors who approved such actions and from
shareholders who knowingly accepted an improper dividend or distribution, as
provided therein.

              The directors and officers of the Company are included in the
directors' and officers' liability insurance policy applicable to First Federal
Savings Bank LaCrosse-Madison, the Company's wholly-owned federally-chartered
stock savings bank subsidiary ("First Federal Savings Bank").  The Company has
not obtained substitute or additional directors' and officers' liability
coverage for liability which may be incurred in their capacity as such.  First
Federal Savings Bank's insurance policy provides that, subject to the
applicable liability limits and retention amounts, the insurer will reimburse
directors and officers of First Federal Savings Bank for a "loss" (as defined
in the policy) sustained by a director or officer resulting from any claim made
against them for a "wrongful 


                                     -2-

<PAGE>   5

act" (as defined in the policy).  The policy also provides that, subject to the 
applicable liability limits and retention amounts, the insurer will reimburse
First Federal Savings Bank for a loss for which First Federal Savings Bank has
lawfully indemnified (or is required or permitted by law to indemnify) a
director or officer resulting from any such claim.  Subject to certain
exclusions set forth in the policy, "wrongful act" is defined to mean any
actual or alleged error, misstatement, misleading statement, act or omission,
or neglect or breach of duty by the directors or officers in the discharge of
their duties solely in their capacities as such directors or officers.


     ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

              Not Applicable.


     ITEM 8.  EXHIBITS.

              The Exhibits to this Registration Statement are listed in the 
Exhibit Index on page 6 of this Registration Statement, which Exhibit Index is 
incorporated herein by reference.



     ITEM 9.  UNDERTAKINGS.

     The undersigned Registrant hereby undertakes as follows:

     (1)      To file, during any period in which offers or sales are being
              made, a post-effective amendment to this Registration Statement:

            (i)  To include any Prospectus required by Section 10(a)(3) of the
                 Securities Act of 1933;

           (ii)  To reflect in the Prospectus any facts or events arising 
                 after the effective date of the Registration Statement
                 (or the most recent post-effective amendment thereof) which,
                 individually or in the aggregate, represent a fundamental
                 change in the information set forth in the Registration
                 Statement; and

          (iii)  To include any material information with respect to the
                 plan of distribution not previously disclosed in the
                 Registration Statement or any material change to such
                 information in the Registration Statement.

              Provided, however, that paragraphs (1)(i) and (1)(ii) do not
              apply if the Registration Statement is on Form S-3, Form S-8 or
              Form F-3, and the information required to be included in a
              post-effective amendment by those paragraphs is contained in
              periodic reports filed with or furnished to the Commission by the
              Registrant pursuant to Section 13 or 15(d) of the Securities
              Exchange Act of 1934, that are incorporated by reference in the
              Registration Statement.

     (2)      That, for the purpose of determining any liability under the
              Securities Act of 1933, each such post-effective amendment shall
              be deemed to be a new Registration Statement relating to the
              securities offered therein, and the offering of such securities
              at that time shall be deemed to be the initial bona fide offering
              thereof.

     (3)      To remove from registration by means of a post-effective
              amendment any of the securities being registered which remain
              unsold at the termination of the Offering.

     (4)      That, for purposes of determining any liability under the
              Securities Act of 1933, each filing of the Registrant's annual
              report pursuant to Section 13(a) or 15(d) of the Securities
              Exchange Act of 1934 (and, where applicable, each filing of an
              employee benefit plan's annual report pursuant to


                                     -3-

<PAGE>   6

           Section 15(d) of the Securities Exchange Act of 1934) that is
           incorporated by reference in the Registration Statement shall be
           deemed to be a new registration statement relating to the securities
           offered therein, and the offering of such securities at that time
           shall be deemed to be the initial bona fide offering thereof.

     (5)   Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to directors, officers and
           controlling persons of the Registrant pursuant to the foregoing
           provisions, or otherwise, the Registrant has been advised that in
           the opinion of the Securities and Exchange Commission, such
           indemnification is against public policy as expressed in the Act,
           and is, therefore, unenforceable.  In the event that a claim for
           indemnification against such liabilities (other than the payment by
           the Registrant of expenses incurred or paid by a director, officer
           or controlling person of the Registrant in the successful defense of
           any action, suit or proceeding) is asserted by such director,
           officer or controlling person in connection with the securities
           being registered, the Registrant will, unless in the opinion of its
           counsel the matter has been settled by controlling precedent, submit
           to a court of appropriate jurisdiction the question whether such
           indemnification by it is against public policy as expressed in the
           Act and will be governed by the final adjudication of such issue.
















                                     -4-

<PAGE>   7

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of La Crosse, State of Wisconsin on July 22, 1997.

                                          FIRST FEDERAL CAPITAL CORP.


                                     By:  /s/ Thomas W. Schini       
                                          ---------------------------
                                          Thomas W. Schini, President


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas W. Schini his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including pre-effective and post-effective amendments)
to this registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing necessary and
requisite to be done, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue
hereof.

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.


       SIGNATURE              TITLE                                    DATE
       ---------              -----                                    ----
                                                                 
/s/ Thomas W. Schini          President, Chairman of the        | 
-------------------------     Board, Chief Executive Officer    | 
Thomas W. Schini              and Director                      | 
                                                                | 
                                                                | 
/s/ Jack C. Rusch             Chief Financial Officer           | 
-------------------------     (Principal Financial Officer)     | 
Jack C. Rusch                                                   | 
                                                                | 
/s/ Michael W. Dosland        Controller (Principal Accounting  | 
-------------------------     Officer)                          | 
Michael W. Dosland                                              | 
                                                                | 
/s/ Dale A. Nordeen           Vice Chairman of the Board        | 
-------------------------     and Director                      | 
Dale A. Nordeen                                                 | 
                                                                | 
/s/ Henry C. Funk             Director                          | 
-------------------------                                       | 
Henry C. Funk                                                    } July 22, 1997
                                                                | 
/s/ John F. Leinfelder        Director                          | 
-------------------------                                       | 
John F. Leinfelder                                              | 
                                                                | 
/s/ Richard T. Lommen         Director                          | 
-------------------------                                       | 
Richard T. Lommen                                               | 
                                                                | 
/s/ Phillip J. Quillin        Director                          | 
-------------------------                                       | 
Phillip J. Quillin                                              | 
                                                                | 
/s/ Don P. Rundle             Director                          | 
-------------------------                                       | 
Don P. Rundle                                                   | 
                                                                | 
/s/ Patrick J. Luby           Director                          | 
-------------------------                                       | 
Patrick J. Luby                                                 | 
                                                                | 
/s/ David C. Mebane           Director                          | 
-------------------------                                       | 
David C. Mebane                                                 | 
                                                                | 
/s/ Marjorie A. Davenport     Director                          | 
-------------------------                                       |
Marjorie A. Davenport                                           |




                                     -5-

<PAGE>   8

                                EXHIBIT INDEX

REGULATION S-K
 EXHIBIT NO.                 DESCRIPTION OF DOCUMENT
--------------               -----------------------

Exhibit 4       First Federal Savings Bank 1997 Stock Option and Incentive Plan

Exhibit 5       Opinion of Michael Best & Friedrich

Exhibit 23.1    Consent of Ernst & Young LLP

Exhibit 23.2    Consent of Michael Best & Friedrich (included in Exhibit 5)

Exhibit 24      Power of Attorney (included as part of signature page)









                                     -6-
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 24254}]
{"company-data": {"conformed-name": "FIRST FEDERAL CAPITAL CORP", "cik": "0000851207", "assigned-sic": "6035", "irs-number": "391651288", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32855", "film-number": "97651538"}, "business-address": {"street1": "605 STATE ST", "city": "LA CROSSE", "state": "WI", "zip": "54601", "phone": "6087848000"}}
1

     As filed with the Securities and Exchange Commission on August 5, 1997

                                                      Registration No. 333-_____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                              ____________________

                          FIRST FEDERAL CAPITAL CORP.
                          ---------------------------
             (Exact name of Registrant as Specified in its Charter)

           WISCONSIN                        6711                 39-1651288
-------------------------------      -----------------       -----------------
(State or other jurisdiction of      (Primary Standard        (I.R.S. Employer
incorporation or organization)   Industrial Classification   Identification No.)
                                       Code Number)         

                                605 STATE STREET
                           LA CROSSE, WISCONSIN 54601
                                 (608) 784-8000
              ---------------------------------------------------
              (Address, including Zip Code, and Telephone Number,
       including Area Code, of Registrant's Principal Executive Offices)

                          FIRST FEDERAL CAPITAL CORP.
                      1997 STOCK OPTION AND INCENTIVE PLAN
                  --------------------------------------------
                            (Full title of the plan)

                          THOMAS W. SCHINI, PRESIDENT
                          FIRST FEDERAL CAPITAL CORP.
                                605 STATE STREET
                           LA CROSSE, WISCONSIN 54601
                                 (608) 784-8000
-------------------------------------------------------------------------------
(Name, Address, including Zip Code, and Telephone Number, including Area Code,
of Agent for Service)

                                   Copies to:

                              TERESA M. LEVY, ESQ.
                            MICHAEL BEST & FRIEDRICH
                           100 EAST WISCONSIN AVENUE
                                   SUITE 3300
                           MILWAUKEE, WISCONSIN 53202
2
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------

      TITLE OF                        PROPOSED      PROPOSED
     SECURITIES                       MAXIMUM        MAXIMUM     AMOUNT OF
        TO BE       AMOUNT TO BE   OFFERING PRICE   AGGREGATE   REGISTRATION
    REGISTERED(1)   REGISTERED(2)   PER SHARE(3)    OFFERING       FEE(3)
-------------------------------------------------------------------------------
Common Stock,
   $0.10 par value      735,000         $24.25     $17,823,750    $5,401.14
     per share
-------------------------------------------------------------------------------
(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the First Federal Capital Corp. 1997 Stock Option and Incentive Plan (the
     "1997 Option Plan"), as the result of a stock split, stock dividend or
     similar adjustment of the outstanding Common Stock of First Federal
     Capital Corp. pursuant to Rule 416(a).

(2)  Represents 735,000 shares reserved for issuance under the 1997 Option
     Plan.

(3)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h)(1).  The proposed maximum offering price per share
     is based upon the average of the high and low prices for the shares of
     Common Stock as reported on the NASDAQ National Market System on July 31,
     1997.

                        _______________________________

     This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act, and 17
C.F.R. Section 230.462.

                          Total Number of Pages:  6
                          Exhibit Index on Page   6
3

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     ITEMS 1 & 2. PLAN INFORMATION AND REGISTRANT INFORMATION AND EMPLOYEE PLAN
                  ANNUAL INFORMATION.

             The information required by Items 1 & 2 is included in documents   
sent or given to participants in the First Federal Capital Corp. 1997 Stock
Option and Incentive Plan (the "1997 Stock Plan") pursuant to Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act").  Such documents
are not being filed with the Commission, but constitute (together with the
documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Part II hereof) a prospectus that meets the requirements of Section
10(a) of the Securities Act.  First Federal Capital Corp. (the "Registrant" or
"Company") shall provide a written statement to participants in the 1997 Stock
Plan advising them of the availability without charge, upon written or oral
request, of the documents incorporated by reference in Item 3 of Part II of the
Registration Statement and of other documents required to be delivered to
employees pursuant to Rule 428(b), and shall include the address and telephone
number to which the request is to be directed.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

             The following documents filed by the Company with the Commission
are incorporated herein by reference and made a part hereof:

     (a)     The Company's latest Annual Report on Form 10-K for the year ended 
             December 31, 1996, which includes the consolidated financial
             statements of the Company as of December 31, 1996, 1995 and 1994,
             the related consolidated statements of operations, equity and cash
             flows for each of the three years in the period ended December 31,
             1996, and the consolidated statements of financial condition at
             December 31, 1996 and 1995, together with the related notes and
             Report of Independent Auditors of the Company (dated January 24,
             1997).

     (b)     All other reports filed pursuant to Section 13 or 15(d) of the
             Securities Exchange Act of 1934, as amended, since the end of the
             last fiscal year for which financial statements were included in
             the report referred to in (a) above.

     (c)     The Company's Proxy Statement relating to the Company's Annual
             Meeting of Shareholders held on April 23, 1997, filed with the
             Commission on March 12, 1997.

     (d)     The description of the Company's Common Stock and the Company's
             Series A Junior Participating Preferred Stock and Preferred Stock
             Purchase Rights contained in the Company's Prospectus, dated
             October 18, 1995, and included in the Company's Registration
             Statement on Form S-4 (File No. 33-98298) which was declared
             effective by the Commission on October 18, 1995.

             All documents filed by the Company pursuant to Sections 13(a),     
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such documents.

     ITEM 4. DESCRIPTION OF SECURITIES.
             

             Not Applicable.

                                     -1-
4

     ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
              

              Not Applicable.

     ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
              

              The Company is incorporated under the Wisconsin Business  
Corporation Law ("WBCL").  Under Section 180.0851(1) of the WBCL, the Company
is required to indemnify a director or officer, to the extent such person is
successful on the merits or otherwise in the defense of a proceeding, for all
reasonable expenses incurred in the proceeding if such person was a party
because he or she was a director or officer of the Company.  In all other
cases, the Company is required by Section 180.0851(2) to indemnify a director
or officer against liability incurred in a proceeding to which such a person
was a party because he or she was a director or officer of the Company, unless
it is determined that he or she breached or failed to perform a duty owed to
the Company and the breach or failure to perform constitutes: (i) a willful
failure to deal fairly with the Company or its shareholders in connection with
a matter in which the director or officer has a material conflict of interest,
(ii) a violation of criminal law, unless the director or officer had reasonable
cause to believe his or her conduct was unlawful; (iii) a transaction from
which the director or officer derived an improper personal profit, or (iv)
willful misconduct. Section 180.0858(1) provides that, subject to certain
limitations, the mandatory indemnification provisions do not preclude any
additional right to indemnification or allowance of expenses that a director or
officer may have under the Company's articles of incorporation, bylaws, a
written agreement or a resolution of the Board of Directors or shareholders.

              Section 180.0859 of the WBCL provides that it is the public
policy of the State of Wisconsin to require or permit indemnification,  
allowance of expenses and insurance to the extent required to be permitted
under Sections 180.0850 to 180.0858 of the WBCL, for any liability incurred in
connection with a proceeding involving a federal or state statute, rule or
regulation regulating the offer, sale or purchase of securities.

              Section 180.0828 of the WBCL provides that, with certain  
exceptions, a director is not liable to a corporation, its shareholders, or any
person asserting rights on behalf of the corporation or its shareholders, for
damages, settlements, fees, fines, penalties or other monetary liabilities
arising from a breach of, or failure to perform, any duty resulting solely from
his or her status as a director, unless the person asserting liability proves
that the breach or failure to perform constitutes any of the four exceptions to
mandatory indemnification under Section 180.0851(2) referred to above.

              Under Article VI of the Company's Bylaws, directors and officers  
are indemnified against liability, in both derivative and nonderivative suits,
which they may incur in their capacities as such, subject to certain
determinations by the Board of Directors, independent legal counsel or the
shareholders that the applicable standards of conduct have been met.  The scope
of such indemnification is substantially the same as permitted and described in
Sections 180.0850 to 180.0858 of the WBCL.

              Section 180.0833 of the WBCL provides that with certain   
exceptions, directors of the Company against whom claims are asserted with
respect to the declaration of improper dividends or distributions to
shareholders or certain other improper acts which they approved are entitled to
contribution from other directors who approved such actions and from
shareholders who knowingly accepted an improper dividend or distribution, as
provided therein.

              The directors and officers of the Company are included in the
directors' and officers' liability insurance policy applicable to First Federal
Savings Bank LaCrosse-Madison, the Company's wholly-owned federally-chartered
stock savings bank subsidiary ("First Federal Savings Bank").  The Company has
not obtained substitute or additional directors' and officers' liability
coverage for liability which may be incurred in their capacity as such.  First
Federal Savings Bank's insurance policy provides that, subject to the
applicable liability limits and retention amounts, the insurer will reimburse
directors and officers of First Federal Savings Bank for a "loss" (as defined
in the policy) sustained by a director or officer resulting from any claim made
against them for a "wrongful 

                                     -2-
5

act" (as defined in the policy).  The policy also provides that, subject to the 
applicable liability limits and retention amounts, the insurer will reimburse
First Federal Savings Bank for a loss for which First Federal Savings Bank has
lawfully indemnified (or is required or permitted by law to indemnify) a
director or officer resulting from any such claim.  Subject to certain
exclusions set forth in the policy, "wrongful act" is defined to mean any
actual or alleged error, misstatement, misleading statement, act or omission,
or neglect or breach of duty by the directors or officers in the discharge of
their duties solely in their capacities as such directors or officers.

     ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

              Not Applicable.

     ITEM 8.  EXHIBITS.

              The Exhibits to this Registration Statement are listed in the 
Exhibit Index on page 6 of this Registration Statement, which Exhibit Index is 
incorporated herein by reference.

     ITEM 9.  UNDERTAKINGS.

     The undersigned Registrant hereby undertakes as follows:

     (1)      To file, during any period in which offers or sales are being
              made, a post-effective amendment to this Registration Statement:

            (i)  To include any Prospectus required by Section 10(a)(3) of the
                 Securities Act of 1933;

           (ii)  To reflect in the Prospectus any facts or events arising 
                 after the effective date of the Registration Statement
                 (or the most recent post-effective amendment thereof) which,
                 individually or in the aggregate, represent a fundamental
                 change in the information set forth in the Registration
                 Statement; and

          (iii)  To include any material information with respect to the
                 plan of distribution not previously disclosed in the
                 Registration Statement or any material change to such
                 information in the Registration Statement.

              Provided, however, that paragraphs (1)(i) and (1)(ii) do not
              apply if the Registration Statement is on Form S-3, Form S-8 or
              Form F-3, and the information required to be included in a
              post-effective amendment by those paragraphs is contained in
              periodic reports filed with or furnished to the Commission by the
              Registrant pursuant to Section 13 or 15(d) of the Securities
              Exchange Act of 1934, that are incorporated by reference in the
              Registration Statement.

     (2)      That, for the purpose of determining any liability under the
              Securities Act of 1933, each such post-effective amendment shall
              be deemed to be a new Registration Statement relating to the
              securities offered therein, and the offering of such securities
              at that time shall be deemed to be the initial bona fide offering
              thereof.

     (3)      To remove from registration by means of a post-effective
              amendment any of the securities being registered which remain
              unsold at the termination of the Offering.

     (4)      That, for purposes of determining any liability under the
              Securities Act of 1933, each filing of the Registrant's annual
              report pursuant to Section 13(a) or 15(d) of the Securities
              Exchange Act of 1934 (and, where applicable, each filing of an
              employee benefit plan's annual report pursuant to

                                     -3-
6

           Section 15(d) of the Securities Exchange Act of 1934) that is
           incorporated by reference in the Registration Statement shall be
           deemed to be a new registration statement relating to the securities
           offered therein, and the offering of such securities at that time
           shall be deemed to be the initial bona fide offering thereof.

     (5)   Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to directors, officers and
           controlling persons of the Registrant pursuant to the foregoing
           provisions, or otherwise, the Registrant has been advised that in
           the opinion of the Securities and Exchange Commission, such
           indemnification is against public policy as expressed in the Act,
           and is, therefore, unenforceable.  In the event that a claim for
           indemnification against such liabilities (other than the payment by
           the Registrant of expenses incurred or paid by a director, officer
           or controlling person of the Registrant in the successful defense of
           any action, suit or proceeding) is asserted by such director,
           officer or controlling person in connection with the securities
           being registered, the Registrant will, unless in the opinion of its
           counsel the matter has been settled by controlling precedent, submit
           to a court of appropriate jurisdiction the question whether such
           indemnification by it is against public policy as expressed in the
           Act and will be governed by the final adjudication of such issue.

                                     -4-
7

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of La Crosse, State of Wisconsin on July 22, 1997.

                                          FIRST FEDERAL CAPITAL CORP.

                                     By:  /s/ Thomas W. Schini       
                                          ---------------------------
                                          Thomas W. Schini, President

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas W. Schini his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including pre-effective and post-effective amendments)
to this registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing necessary and
requisite to be done, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue
hereof.

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.

       SIGNATURE              TITLE                                    DATE
       ---------              -----                                    ----
                                                                 
/s/ Thomas W. Schini          President, Chairman of the        | 
-------------------------     Board, Chief Executive Officer    | 
Thomas W. Schini              and Director                      | 
                                                                | 
                                                                | 
/s/ Jack C. Rusch             Chief Financial Officer           | 
-------------------------     (Principal Financial Officer)     | 
Jack C. Rusch                                                   | 
                                                                | 
/s/ Michael W. Dosland        Controller (Principal Accounting  | 
-------------------------     Officer)                          | 
Michael W. Dosland                                              | 
                                                                | 
/s/ Dale A. Nordeen           Vice Chairman of the Board        | 
-------------------------     and Director                      | 
Dale A. Nordeen                                                 | 
                                                                | 
/s/ Henry C. Funk             Director                          | 
-------------------------                                       | 
Henry C. Funk                                                    } July 22, 1997
                                                                | 
/s/ John F. Leinfelder        Director                          | 
-------------------------                                       | 
John F. Leinfelder                                              | 
                                                                | 
/s/ Richard T. Lommen         Director                          | 
-------------------------                                       | 
Richard T. Lommen                                               | 
                                                                | 
/s/ Phillip J. Quillin        Director                          | 
-------------------------                                       | 
Phillip J. Quillin                                              | 
                                                                | 
/s/ Don P. Rundle             Director                          | 
-------------------------                                       | 
Don P. Rundle                                                   | 
                                                                | 
/s/ Patrick J. Luby           Director                          | 
-------------------------                                       | 
Patrick J. Luby                                                 | 
                                                                | 
/s/ David C. Mebane           Director                          | 
-------------------------                                       | 
David C. Mebane                                                 | 
                                                                | 
/s/ Marjorie A. Davenport     Director                          | 
-------------------------                                       |
Marjorie A. Davenport                                           |

                                     -5-
8

                                EXHIBIT INDEX

REGULATION S-K
 EXHIBIT NO.                 DESCRIPTION OF DOCUMENT
--------------               -----------------------

Exhibit 4       First Federal Savings Bank 1997 Stock Option and Incentive Plan

Exhibit 5       Opinion of Michael Best & Friedrich

Exhibit 23.1    Consent of Ernst & Young LLP

Exhibit 23.2    Consent of Michael Best & Friedrich (included in Exhibit 5)

Exhibit 24      Power of Attorney (included as part of signature page)

                                     -6-