<PAGE>   1

            As filed with the Securities and Exchange Commission on May 12, 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)


<TABLE>
<CAPTION>

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

</TABLE>

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


                           FIRST FEDERAL SAVINGS BANK
                            SAVINGS INVESTMENT PLAN      
                           --------------------------
                            (Full title of the plan)

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



                                   Copies to:

                            PATRICK J. MARGET, ESQ.
                            MICHAEL BEST & FRIEDRICH
                           100 EAST WISCONSIN AVENUE
                                   SUITE 3300
                           MILWAUKEE, WISCONSIN 53202
<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(1)        REGISTERED(2)       PER SHARE(3)          OFFERING             FEE(3)
----------------------------------------------------------------------------------------------------------
<S>                    <C>                   <C>                 <C>                 <C>
       Common Stock                                                              
     $0.10 par value       45,000                $28.88              $1,299,600          $393.82
        per share                                                                
----------------------------------------------------------------------------------------------------------
</TABLE>

(1)      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 employee benefit plan described herein.

(2)      Includes shares of Common Stock which may be contributed to the First
         Federal Savings Bank Savings Investment Plan (the "Savings Investment
         Plan") and shares of Common Stock that may be purchased under the
         Savings Investment Plan at the direction of plan participants.

(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 May 7, 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:  7
                           Exhibit Index on Page   7
<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 Savings Bank
Savings Investment Plan (the "Savings Investment 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 Savings Investment 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, dated 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.

                 Pursuant to Item 8(b), in lieu of an opinion of counsel
regarding compliance with the requirements of the Employee Retirement Income
Security Act of 1974, as amended or an Internal Revenue Service ("IRS")
determination letter that the Savings Investment Plan is qualified under
Section 401 of the Internal Revenue Code of 1986, as amended, the Registrant
has submitted the Savings Investment Plan to the IRS in a timely manner and
will make all changes required by the IRS to qualify the Savings Investment
Plan.


         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-
<PAGE>   6

         (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 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 May
9, 1997.

                                     FIRST FEDERAL CAPITAL CORP.



                               By:    /s/ Thomas W. Schini 
                                      ------------------------------------------
                                      Thomas W. Schini, Executive Vice 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.

<TABLE>
<CAPTION>
         SIGNATURE                                TITLE                                                DATE
         ---------                                -----                                                ----
<S>                                                <C>                                                <C>

/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                                                                                         May 9, 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

                                                   Director
----------------------------------                         
David C. Mebane

/s/ Marjorie A. Davenport                          Director
----------------------------------                         
Marjorie A. Davenport

</TABLE>




                                      -5-

<PAGE>   8

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the First Federal Savings Bank Savings Investment Plan has caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in La Crosse, Wisconsin on the 6th day of May, 1997.



                            FIRST FEDERAL SAVINGS BANK
                            SAVINGS INVESTMENT PLAN




                            /s/ Milne J. Duncan                         
                            --------------------------------------------
                            Milne J. Duncan
                            Administrator of the Savings Investment Plan



                                      -6-
<PAGE>   9

                                 EXHIBIT INDEX

REGULATION S-K
 EXHIBIT NO.                  DESCRIPTION OF DOCUMENT
--------------                -----------------------
                     
Exhibit 4            First Federal Savings Bank Savings Investment 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)





                                      -7-
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 25712}]
{"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": "333-26883", "film-number": "97600370"}, "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 May 12, 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
                           LACROSSE, WISCONSIN 54601
                                 (608) 784-8000                  
       -----------------------------------------------------------------
              (Address, including Zip Code, and Telephone Number,
       including Area Code, of Registrant's Principal Executive Offices)

                           FIRST FEDERAL SAVINGS BANK
                            SAVINGS INVESTMENT PLAN      
                           --------------------------
                            (Full title of the plan)

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

                                   Copies to:

                            PATRICK J. MARGET, 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       45,000                $28.88              $1,299,600          $393.82
        per share                                                                
----------------------------------------------------------------------------------------------------------
(1)      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 employee benefit plan described herein.

(2)      Includes shares of Common Stock which may be contributed to the First
         Federal Savings Bank Savings Investment Plan (the "Savings Investment
         Plan") and shares of Common Stock that may be purchased under the
         Savings Investment Plan at the direction of plan participants.

(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 May 7, 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:  7
                           Exhibit Index on Page   7
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 Savings Bank
Savings Investment Plan (the "Savings Investment 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 Savings Investment 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, dated 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.

                 Pursuant to Item 8(b), in lieu of an opinion of counsel
regarding compliance with the requirements of the Employee Retirement Income
Security Act of 1974, as amended or an Internal Revenue Service ("IRS")
determination letter that the Savings Investment Plan is qualified under
Section 401 of the Internal Revenue Code of 1986, as amended, the Registrant
has submitted the Savings Investment Plan to the IRS in a timely manner and
will make all changes required by the IRS to qualify the Savings Investment
Plan.

         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-
6

         (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 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 May
9, 1997.

                                     FIRST FEDERAL CAPITAL CORP.

                               By:    /s/ Thomas W. Schini 
                                      ------------------------------------------
                                      Thomas W. Schini, Executive Vice 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                                                                                         May 9, 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

                                                   Director
----------------------------------                         
David C. Mebane

/s/ Marjorie A. Davenport                          Director
----------------------------------                         
Marjorie A. Davenport
-5-
8

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the First Federal Savings Bank Savings Investment Plan has caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in La Crosse, Wisconsin on the 6th day of May, 1997.

                            FIRST FEDERAL SAVINGS BANK
                            SAVINGS INVESTMENT PLAN

                            /s/ Milne J. Duncan                         
                            --------------------------------------------
                            Milne J. Duncan
                            Administrator of the Savings Investment Plan

                                      -6-
9

                                 EXHIBIT INDEX

REGULATION S-K
 EXHIBIT NO.                  DESCRIPTION OF DOCUMENT
--------------                -----------------------
                     
Exhibit 4            First Federal Savings Bank Savings Investment 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)

                                      -7-