<PAGE>   1

    As filed with the Securities and Exchange Commission on August 23, 1999.

                                                Registration No. 333-
                                                                     -----------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------


                                    FORM S-8


                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                              --------------------

                          FIRST MANITOWOC BANCORP, INC.
                          -----------------------------
             (Exact name of Registrant as Specified in its Charter)
<TABLE>
<S>                                    <C>                                                           <C>
          WISCONSIN                                      6712                                          39-1435359
-------------------------------                     --------------                                -------------------
(State or other jurisdiction of                   (Primary Standard                                (I.R.S. Employer
incorporation or organization)         Industrial Classification Code Number)                     Identification No.)
</TABLE>

                             402 NORTH EIGHTH STREET
                         MANITOWOC, WISCONSIN 54221-0010
                                 (902) 684-6611
                        -------------------------------------
               (Address, including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)


                        FIRST NATIONAL BANK IN MANITOWOC
                           401(K) PROFIT SHARING PLAN
                      ------------------------------------
                            (Full title of the plan)

                            THOMAS J. BARE, PRESIDENT
                          FIRST MANITOWOC BANCORP, INC.
                             402 NORTH EIGHTH STREET
                         MANITOWOC, WISCONSIN 54221-0010
                                 (902) 684-6611
-------------------------------------------------------------------------------
 (Name, Address, including Zip Code, and Telephone Number, including Area Code,
                             of Agent for Service)

                                   Copies to:

                             FRANK J. PELISEK, ESQ.
                          MICHAEL BEST & FRIEDRICH LLP
                            100 EAST WISCONSIN AVENUE
                                   SUITE 3300
                           MILWAUKEE, WISCONSIN 53202

If any of the securities being registered on this Form S-8 are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box. |x|

                            Total Number of Pages: 9
                            Exhibit Index on Page: 9
<PAGE>   2

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------


          TITLE OF                                      PROPOSED             PROPOSED
         SECURITIES                                      MAXIMUM              MAXIMUM               AMOUNT OF
            TO BE             AMOUNT TO BE           OFFERING PRICE          AGGREGATE            REGISTRATION
         REGISTERED         REGISTERED(1)(2)          PER SHARE(3)          OFFERING(3)                FEE
-----------------------------------------------------------------------------------------------------------------
       <S>                  <C>                       <C>                 <C>                     <C>
        Common Stock
       $1.00 par value            200,000               $   39.00           $7,800,000              $  2,301
          per share

-----------------------------------------------------------------------------------------------------------------
</TABLE>

         (1)      Represents 200,000 shares reserved for issuance under the
                  First National Bank in Manitowoc 401(k) Profit Sharing Plan
                  (the "401(k) Plan").

         (2)      Pursuant to Rule 416(c) under the Securities Act of 1933, as
                  amended (the "Securities Act"), this Registration Statement
                  covers an indeterminate amount of interests to be offered or
                  sold pursuant to the 401(k) Plan (including any interests in
                  the 401(k) Plan trust) described herein.

         (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 bid and ask price for the common stock.





                                      -2-
<PAGE>   3



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


                The information required by Part I will be included in documents
          sent or given to participants in First National Bank in Manitowoc
          401(k) Profit Sharing Plan (the "401(k) Plan"). Such documents are not
          being filed with the Securities and Exchange Commission (the
          "Commission") either as part of this Registration Statement or as
          prospectuses or prospectus supplements pursuant to Rule 424 in
          reliance on Rule 428.


           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


                  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                The following documents filed by First Manitowoc Bancorp, Inc.
          (the "Company" or "Registrant") with the Commission are incorporated
          herein by reference and made a part hereof:

                  (a)      The Company's Registration Statement on Form 10 for
                           the fiscal year ended December 31, 1998 (File No.
                           0-25983), which includes the consolidated financial
                           statements of the Company as of December 31, 1998,
                           1997 and 1996, the related consolidated statements of
                           income, stockholders' equity and comprehensive
                           income, and cash flows for each of the three years in
                           the period ended December 31, 1998, and the
                           consolidated statements of financial condition as of
                           December 31, 1998 and 1997, together with the related
                           notes and Report of Independent Auditors of the
                           Company (dated January 29, 1999).

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

                  (c)      The description of the Company's Common Stock
                           included in the Company's Registration Statement on
                           Form 10 (File No. 0-25983).

                           All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act 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.


                  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                           Not Applicable.

                                      -3-
<PAGE>   4
               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 of the Company, unless it is determined that he or she breached or
failed to perform a duty owned 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.

               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 Company has obtained Directors' and Officers' Liability Insurance
which provides insurance against certain civil liabilities, including certain
liabilities under the federal securities laws.


         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 9 of this Registration Statement, which Exhibit Index is
incorporated herein by reference.


         ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes as follows:

                                      -4-
<PAGE>   5



       (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;
                  (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 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 Exchange
                  Act that are incorporated by reference in the Registration
                  Statement.

         (2)      For the purpose of determining any liability under the
                  Securities Act, 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)      For purposes of determining any liability under the Securities
                  Act, each filing of the Registrant's or the 401(k) Plan's
                  annual report pursuant to Section 13(a) or 15(d) of the
                  Exchange Act 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)      The Registrant undertakes to deliver or cause to be delivered
                  with the prospectus, if not already delivered, the latest
                  annual report to security holders that is incorporated by
                  reference in the prospectus and furnished to and meeting the
                  requirements of Rule 14a-3 or 14c-3 under the Exchange Act,
                  unless such employee otherwise has received a copy of such
                  report, in which case the Registrant shall state in the
                  prospectus that it will promptly furnish, without charge, a
                  copy of such report on written or oral request of the
                  employee, and where interim financial information required to
                  be presented by Article 3 of Regulation S-X is not set forth
                  in the prospectus, to deliver or cause to be delivered to each
                  person to whom the prospectus is sent or given, the latest
                  quarterly report that is specifically incorporated by
                  reference in the prospectus to provide such interim financial
                  information.

         (6)      Insofar as indemnification for liabilities arising under the
                  Securities Act 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 Commission, such
                  indemnification is against public policy as expressed in the
                  Securities 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 Securities Act and will be governed by the
                  final adjudication of such issue.

                                      -5-
<PAGE>   6

                                          SIGNATURES


         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
FIRST MANITOWOC BANCORP, INC. CERTIFIES THAT IT HAS REASONABLE GROUNDS TO
BELIEVE THAT IT MEETS ALL THE REQUIREMENTS FOR FILING ON FORM S8 AND HAS DULY
CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF MANITOWOC, STATE OF
WISCONSIN ON JUNE 21, 1999.


                                          FIRST MANITOWOC BANCORP, INC.



                                      By: /s/ Thomas J. Bare
                                          ---------------------------------
                                          Thomas J. Bare, President






                                POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Thomas J. Bare and Paul H.
Wojta, and each of them, 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
attorneys-in-fact and agents, and each of them acting singly, 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 attorneys-in-fact and
agents or any of them may lawfully do or cause to be done by virtue hereof.


                                      -6-
<PAGE>   7








      SIGNATURE                       TITLE                      DATE
-------------------------     --------------------       -------------------


/s/ Thomas J. Bare             President (Principal
-------------------------      Executive Officer)
Thomas J. Bare


/s/ Paul H. Wojta              Vice President, Cashier and
-------------------------      BSA Officer (Principal Financial
Paul H. Wojta                  Officer)


/s/ John M. Jagemann           Director
-------------------------
John M. Jagemann


/s/ John C. Miller             Director
-------------------------
John C. Miller


/s/ John E. Nordstrom          Director                       June 21, 1999.
-------------------------
John E. Nordstrom


/s/ Craig A. Pauly             Director
-------------------------
Craig A. Pauly


/s/ Katherine M. Reynolds      Director
-------------------------
Katherine M. Reynolds


/s/ John M. Webster            Director
-------------------------
John M. Webster


/s/ Robert S. Weinert          Director
-------------------------
Robert S. Weinert


/s/ John J. Zimmer             Director
-------------------------
John J. Zimmer


                                      -7-
<PAGE>   8

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED
THE TRUSTEES (OR OTHER PERSONS WHO ADMINISTER THE EMPLOYEE BENEFIT PLAN) HAVE
DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF MANITOWOC AND THE STATE
OF WISCONSIN, ON THE 21ST DAY OF JUNE, 1999.




                     FIRST NATIONAL BANK IN MANITOWOC
                      401(K) PROFIT SHARING PLAN ADMINISTRATOR:


                     FIRST MANITOWOC BANCORP, INC.




                 By: /s/ Thomas J. Bare
                     --------------------------------------------
                     Thomas J. Bare, President



                 By: /s/ Paul H. Wojta
                     --------------------------------------------
                     Paul H. Wojta, Vice President, Cashier
                     and BSA Officer.

                                      -8-
<PAGE>   9








                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                              PAGE NUMBER IN
REGULATION S-K                                                                                 SEQUENTIALLY
 EXHIBIT NO.               DESCRIPTION OF DOCUMENT                                            NUMBERED COPY
----------------           -----------------------                                           ----------------
<S>                       <C>                                                               <C>
Exhibit 4.1                Articles of Incorporation of Registrant(1)


Exhibit 4.2                Bylaws of Registrant(2)


Exhibit 5.1                Opinion of Michael Best & Friedrich LLP...........................


Exhibit 5.2                Internal Revenue Service Determination Letter.....................


Exhibit 24.1               Consent of KPMG LLP...............................................


Exhibit 24.2               Consent of Michael Best & Friedrich LLP (included in Exhibit 5)
---------------
</TABLE>

(1)      Incorporated  by reference to Exhibit 3.1 of the  Registrant's
         Registration  Statement on Form 10 for the fiscal year ended December
         31, 1998 (the "1998 Form 10") (File No. 0-25983).

(2)      Incorporated by reference to Exhibit 3.2 of the 1998 Form 10.


                                      -9-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23048}]
{"company-data": {"conformed-name": "FIRST MANITOWOC BANCORP INC", "cik": "0000719495", "assigned-sic": "6022", "irs-number": "391435359", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85749", "film-number": "99697551"}, "business-address": {"street1": "P O BOX 10", "city": "MANITOWOC", "state": "WI", "zip": "54221", "phone": "9206846611"}, "mail-address": {"street1": "P O BOX 10", "city": "MANITOWOC", "state": "WI", "zip": "54221"}}
1

    As filed with the Securities and Exchange Commission on August 23, 1999.

                                                Registration No. 333-
                                                                     -----------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                              --------------------

                          FIRST MANITOWOC BANCORP, INC.
                          -----------------------------
             (Exact name of Registrant as Specified in its Charter)
WISCONSIN                                      6712                                          39-1435359
-------------------------------                     --------------                                -------------------
(State or other jurisdiction of                   (Primary Standard                                (I.R.S. Employer
incorporation or organization)         Industrial Classification Code Number)                     Identification No.)
402 NORTH EIGHTH STREET
                         MANITOWOC, WISCONSIN 54221-0010
                                 (902) 684-6611
                        -------------------------------------
               (Address, including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

                        FIRST NATIONAL BANK IN MANITOWOC
                           401(K) PROFIT SHARING PLAN
                      ------------------------------------
                            (Full title of the plan)

                            THOMAS J. BARE, PRESIDENT
                          FIRST MANITOWOC BANCORP, INC.
                             402 NORTH EIGHTH STREET
                         MANITOWOC, WISCONSIN 54221-0010
                                 (902) 684-6611
-------------------------------------------------------------------------------
 (Name, Address, including Zip Code, and Telephone Number, including Area Code,
                             of Agent for Service)

                                   Copies to:

                             FRANK J. PELISEK, ESQ.
                          MICHAEL BEST & FRIEDRICH LLP
                            100 EAST WISCONSIN AVENUE
                                   SUITE 3300
                           MILWAUKEE, WISCONSIN 53202

If any of the securities being registered on this Form S-8 are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box. |x|

                            Total Number of Pages: 9
                            Exhibit Index on Page: 9
2

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

          TITLE OF                                      PROPOSED             PROPOSED
         SECURITIES                                      MAXIMUM              MAXIMUM               AMOUNT OF
            TO BE             AMOUNT TO BE           OFFERING PRICE          AGGREGATE            REGISTRATION
         REGISTERED         REGISTERED(1)(2)          PER SHARE(3)          OFFERING(3)                FEE
-----------------------------------------------------------------------------------------------------------------
Common Stock
       $1.00 par value            200,000               $   39.00           $7,800,000              $  2,301
          per share

-----------------------------------------------------------------------------------------------------------------
(1)      Represents 200,000 shares reserved for issuance under the
                  First National Bank in Manitowoc 401(k) Profit Sharing Plan
                  (the "401(k) Plan").

         (2)      Pursuant to Rule 416(c) under the Securities Act of 1933, as
                  amended (the "Securities Act"), this Registration Statement
                  covers an indeterminate amount of interests to be offered or
                  sold pursuant to the 401(k) Plan (including any interests in
                  the 401(k) Plan trust) described herein.

         (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 bid and ask price for the common stock.

                                      -2-
3

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

                The information required by Part I will be included in documents
          sent or given to participants in First National Bank in Manitowoc
          401(k) Profit Sharing Plan (the "401(k) Plan"). Such documents are not
          being filed with the Securities and Exchange Commission (the
          "Commission") either as part of this Registration Statement or as
          prospectuses or prospectus supplements pursuant to Rule 424 in
          reliance on Rule 428.

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                The following documents filed by First Manitowoc Bancorp, Inc.
          (the "Company" or "Registrant") with the Commission are incorporated
          herein by reference and made a part hereof:

                  (a)      The Company's Registration Statement on Form 10 for
                           the fiscal year ended December 31, 1998 (File No.
                           0-25983), which includes the consolidated financial
                           statements of the Company as of December 31, 1998,
                           1997 and 1996, the related consolidated statements of
                           income, stockholders' equity and comprehensive
                           income, and cash flows for each of the three years in
                           the period ended December 31, 1998, and the
                           consolidated statements of financial condition as of
                           December 31, 1998 and 1997, together with the related
                           notes and Report of Independent Auditors of the
                           Company (dated January 29, 1999).

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

                  (c)      The description of the Company's Common Stock
                           included in the Company's Registration Statement on
                           Form 10 (File No. 0-25983).

                           All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act 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.

                  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                           Not Applicable.

                                      -3-
4
               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 of the Company, unless it is determined that he or she breached or
failed to perform a duty owned 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.

               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 Company has obtained Directors' and Officers' Liability Insurance
which provides insurance against certain civil liabilities, including certain
liabilities under the federal securities laws.

         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 9 of this Registration Statement, which Exhibit Index is
incorporated herein by reference.

         ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes as follows:

                                      -4-
5

       (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;
                  (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 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 Exchange
                  Act that are incorporated by reference in the Registration
                  Statement.

         (2)      For the purpose of determining any liability under the
                  Securities Act, 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)      For purposes of determining any liability under the Securities
                  Act, each filing of the Registrant's or the 401(k) Plan's
                  annual report pursuant to Section 13(a) or 15(d) of the
                  Exchange Act 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)      The Registrant undertakes to deliver or cause to be delivered
                  with the prospectus, if not already delivered, the latest
                  annual report to security holders that is incorporated by
                  reference in the prospectus and furnished to and meeting the
                  requirements of Rule 14a-3 or 14c-3 under the Exchange Act,
                  unless such employee otherwise has received a copy of such
                  report, in which case the Registrant shall state in the
                  prospectus that it will promptly furnish, without charge, a
                  copy of such report on written or oral request of the
                  employee, and where interim financial information required to
                  be presented by Article 3 of Regulation S-X is not set forth
                  in the prospectus, to deliver or cause to be delivered to each
                  person to whom the prospectus is sent or given, the latest
                  quarterly report that is specifically incorporated by
                  reference in the prospectus to provide such interim financial
                  information.

         (6)      Insofar as indemnification for liabilities arising under the
                  Securities Act 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 Commission, such
                  indemnification is against public policy as expressed in the
                  Securities 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 Securities Act and will be governed by the
                  final adjudication of such issue.

                                      -5-
6

                                          SIGNATURES

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
FIRST MANITOWOC BANCORP, INC. CERTIFIES THAT IT HAS REASONABLE GROUNDS TO
BELIEVE THAT IT MEETS ALL THE REQUIREMENTS FOR FILING ON FORM S8 AND HAS DULY
CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF MANITOWOC, STATE OF
WISCONSIN ON JUNE 21, 1999.

                                          FIRST MANITOWOC BANCORP, INC.

                                      By: /s/ Thomas J. Bare
                                          ---------------------------------
                                          Thomas J. Bare, President

                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Thomas J. Bare and Paul H.
Wojta, and each of them, 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
attorneys-in-fact and agents, and each of them acting singly, 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 attorneys-in-fact and
agents or any of them may lawfully do or cause to be done by virtue hereof.

                                      -6-
7

      SIGNATURE                       TITLE                      DATE
-------------------------     --------------------       -------------------

/s/ Thomas J. Bare             President (Principal
-------------------------      Executive Officer)
Thomas J. Bare

/s/ Paul H. Wojta              Vice President, Cashier and
-------------------------      BSA Officer (Principal Financial
Paul H. Wojta                  Officer)

/s/ John M. Jagemann           Director
-------------------------
John M. Jagemann

/s/ John C. Miller             Director
-------------------------
John C. Miller

/s/ John E. Nordstrom          Director                       June 21, 1999.
-------------------------
John E. Nordstrom

/s/ Craig A. Pauly             Director
-------------------------
Craig A. Pauly

/s/ Katherine M. Reynolds      Director
-------------------------
Katherine M. Reynolds

/s/ John M. Webster            Director
-------------------------
John M. Webster

/s/ Robert S. Weinert          Director
-------------------------
Robert S. Weinert

/s/ John J. Zimmer             Director
-------------------------
John J. Zimmer

                                      -7-
8

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED
THE TRUSTEES (OR OTHER PERSONS WHO ADMINISTER THE EMPLOYEE BENEFIT PLAN) HAVE
DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF MANITOWOC AND THE STATE
OF WISCONSIN, ON THE 21ST DAY OF JUNE, 1999.

                     FIRST NATIONAL BANK IN MANITOWOC
                      401(K) PROFIT SHARING PLAN ADMINISTRATOR:

                     FIRST MANITOWOC BANCORP, INC.

                 By: /s/ Thomas J. Bare
                     --------------------------------------------
                     Thomas J. Bare, President

                 By: /s/ Paul H. Wojta
                     --------------------------------------------
                     Paul H. Wojta, Vice President, Cashier
                     and BSA Officer.

                                      -8-
9

                                  EXHIBIT INDEX
PAGE NUMBER IN
REGULATION S-K                                                                                 SEQUENTIALLY
 EXHIBIT NO.               DESCRIPTION OF DOCUMENT                                            NUMBERED COPY
----------------           -----------------------                                           ----------------
Exhibit 4.1                Articles of Incorporation of Registrant(1)

Exhibit 4.2                Bylaws of Registrant(2)

Exhibit 5.1                Opinion of Michael Best & Friedrich LLP...........................

Exhibit 5.2                Internal Revenue Service Determination Letter.....................

Exhibit 24.1               Consent of KPMG LLP...............................................

Exhibit 24.2               Consent of Michael Best & Friedrich LLP (included in Exhibit 5)
---------------
(1)      Incorporated  by reference to Exhibit 3.1 of the  Registrant's
         Registration  Statement on Form 10 for the fiscal year ended December
         31, 1998 (the "1998 Form 10") (File No. 0-25983).

(2)      Incorporated by reference to Exhibit 3.2 of the 1998 Form 10.

                                      -9-