<PAGE>
     As filed with the Securities and Exchange Commission on May 10, 2002.

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

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

                           FIRST FEDERAL CAPITAL CORP
                        2002 DIRECTORS' STOCK OPTION PLAN
                  ---------------------------------------------
                            (Full title of the plan)

              JACK C. RUSCH, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           FIRST FEDERAL CAPITAL CORP
                                605 STATE STREET
                           LA CROSSE, WISCONSIN 54601
                                 (608) 784-8000
--------------------------------------------------------------------------------
    (Name, Address, including Zip Code, and Telephone Number, including Area
                          Code, of Agent for Service)

                                   Copies to:
                             TODD M. W. TURALL, ESQ.
                          MICHAEL BEST & FRIEDRICH LLP
                      100 EAST WISCONSIN AVENUE, SUITE 3300
                           MILWAUKEE, WISCONSIN 53202

                         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,
       $0.10 par value          398,000                  $20.475            $8,149,050                $750
          per share
</TABLE>

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

(1)  Represents 398,000 shares reserved for issuance under the First Federal
     Capital Corp 2002 Directors' Stock Option Plan ("Directors' Stock Option
     Plan.")

(2)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
     "Securities Act"), this Registration Statement covers an indeterminate
     number of additional shares that may be necessary to adjust the number of
     shares reserved for issuance pursuant to the Directors' Stock Option Plan
     as the result of a stock split, stock dividend or similar adjustment of the
     outstanding stock of First Federal Capital Corp.

(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 3,
     2002.


         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.


<PAGE>




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

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

         The information required by Part I will be included in documents sent
or given to participants in the First Federal Capital Corp 2002 Directors' Stock
Option Plan (the "Directors' Stock Option 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. These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act pursuant to Rule 428(a)(1).

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by First Federal Capital Corp (the
"Company" or "Registrant") 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, 2001, which includes the consolidated
                  financial statements of the Company as of December 31, 2001,
                  2000 and 1999, the related consolidated statements of
                  operations, equity and cash flows for each of the three years
                  in the period ended December 31, 2001, and the consolidated
                  statements of financial condition at December 31, 2001 and
                  2000, together with the related notes and Report of
                  Independent Auditors of the Company (dated January 17, 2002).

         (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 and the
                  Company's Series A Junior Participating Preferred Stock and
                  Preferred Stock Purchase Rights contained in the Company's
                  Registration Statement on Form S-4 (File No. 333-69124), which
                  was filed with the Commission on September 28, 2001.

         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.


                                       1
<PAGE>




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.

         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 Section 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 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.


                                       2
<PAGE>




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

ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (a)      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.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20 percent change
                           in the maximum aggregate offering price set forth in
                           the "Calculation of Registration Fee" table in the
                           effective Registration Statement;

                  (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 (a)(i) and (a)(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.

         (b)      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.

         (c)      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.

         (d)      For purposes of determining any liability under the Securities
                  Act, each filing of the Registrant'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.


                                       3
<PAGE>




         (e)      To deliver or cause to be delivered with the prospectus, to
                  each person to whom the prospectus is sent or given, 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; 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.

         (f)      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.


                                       4
<PAGE>




                                   SIGNATURES


         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
FIRST FEDERAL CAPITAL CORP CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE
THAT IT MEETS ALL THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY 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, 2002.

         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.

                           FIRST FEDERAL CAPITAL CORP



                       By: /s/ Jack C. Rusch
                           -----------------------------------------------------
                           Jack C. Rusch, President and Chief Executive Officer






                                POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Jack C. Rusch and Bradford R.
Price, 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
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.


                                       5
<PAGE>







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

/s/ Jack C. Rusch                              President, Chief Executive Officer and
-------------------------------                Director
Jack C. Rusch

/s/ Michael W. Dosland                         Chief Financial Officer
-------------------------------                (Principal Financial Officer)
Michael W. Dosland

/s/ Kenneth C. Osowski                         Controller (Principal Accounting Officer)
-------------------------------
Kenneth C. Osowski

/s/ Thomas W. Schini                           Chairman of the Board and Director
-------------------------------
Thomas W. Schini

/s/ Marjorie A. Davenport                      Director
-------------------------------
Marjorie A. Davenport
                                                                                           } May 9, 2002
/s/ John F. Leinfelder                         Director
----------------------
John F. Leinfelder

/s/ Richard T. Lommen                          Director
-------------------------------
Richard T. Lommen

/s/ Patrick J. Luby                            Director
-------------------------------
Patrick J. Luby

s/ David C. Mebane                             Director
-------------------------------
David C. Mebane

/s/ Phillip J. Quillin                         Director
-------------------------------
Phillip J. Quillin

/s/ Edwin J. Zagzebski                         Director
-------------------------------
Edwin J. Zagzebski
</TABLE>


                                       6
<PAGE>




                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                              PAGE NUMBER IN
REGULATION S-K                                                                                  SEQUENTIALLY
 EXHIBIT NO.               DESCRIPTION OF DOCUMENT                                             NUMBERED COPY
 -----------               -----------------------                                             -------------


<S>                    <C>                                                                    <C>
Exhibit 4                  First Federal Capital Corp 2002 Directors' Stock Option Plan.............8


Exhibit 5                  Opinion of Michael Best & Friedrich LLP.................................13


Exhibit 23.1               Consent of Ernst & Young LLP............................................14


Exhibit 23.2               Consent of Michael Best & Friedrich LLP (included in Exhibit 5) ........13


Exhibit 24                 Power of Attorney (included as part of signature page)...................5
</TABLE>


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


                                       7
[{"type": "S-8", "sequence": "1", "filename": "c69430s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 24519}]
{"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": "333-87966", "film-number": "02640490"}, "business-address": {"street1": "605 STATE ST", "city": "LA CROSSE", "state": "WI", "zip": "54601", "phone": "6087848000"}}
As filed with the Securities and Exchange Commission on May 10, 2002.

                                                           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 Code Number)                  Identification No.)
605 STATE STREET
                           LA CROSSE, WISCONSIN 54601
                                 (608) 784-8000
               --------------------------------------------------
               (Address, including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

                           FIRST FEDERAL CAPITAL CORP
                        2002 DIRECTORS' STOCK OPTION PLAN
                  ---------------------------------------------
                            (Full title of the plan)

              JACK C. RUSCH, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           FIRST FEDERAL CAPITAL CORP
                                605 STATE STREET
                           LA CROSSE, WISCONSIN 54601
                                 (608) 784-8000
--------------------------------------------------------------------------------
    (Name, Address, including Zip Code, and Telephone Number, including Area
                          Code, of Agent for Service)

                                   Copies to:
                             TODD M. W. TURALL, ESQ.
                          MICHAEL BEST & FRIEDRICH LLP
                      100 EAST WISCONSIN AVENUE, SUITE 3300
                           MILWAUKEE, WISCONSIN 53202

                         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,
       $0.10 par value          398,000                  $20.475            $8,149,050                $750
          per share
-----------------------

(1)  Represents 398,000 shares reserved for issuance under the First Federal
     Capital Corp 2002 Directors' Stock Option Plan ("Directors' Stock Option
     Plan.")

(2)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
     "Securities Act"), this Registration Statement covers an indeterminate
     number of additional shares that may be necessary to adjust the number of
     shares reserved for issuance pursuant to the Directors' Stock Option Plan
     as the result of a stock split, stock dividend or similar adjustment of the
     outstanding stock of First Federal Capital Corp.

(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 3,
     2002.

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

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

         The information required by Part I will be included in documents sent
or given to participants in the First Federal Capital Corp 2002 Directors' Stock
Option Plan (the "Directors' Stock Option 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. These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act pursuant to Rule 428(a)(1).

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by First Federal Capital Corp (the
"Company" or "Registrant") 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, 2001, which includes the consolidated
                  financial statements of the Company as of December 31, 2001,
                  2000 and 1999, the related consolidated statements of
                  operations, equity and cash flows for each of the three years
                  in the period ended December 31, 2001, and the consolidated
                  statements of financial condition at December 31, 2001 and
                  2000, together with the related notes and Report of
                  Independent Auditors of the Company (dated January 17, 2002).

         (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 and the
                  Company's Series A Junior Participating Preferred Stock and
                  Preferred Stock Purchase Rights contained in the Company's
                  Registration Statement on Form S-4 (File No. 333-69124), which
                  was filed with the Commission on September 28, 2001.

         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.

                                       1
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.

         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 Section 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 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.

                                       2
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 8 of this Registration Statement, which Exhibit Index is
incorporated herein by reference.

ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (a)      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.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20 percent change
                           in the maximum aggregate offering price set forth in
                           the "Calculation of Registration Fee" table in the
                           effective Registration Statement;

                  (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 (a)(i) and (a)(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.

         (b)      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.

         (c)      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.

         (d)      For purposes of determining any liability under the Securities
                  Act, each filing of the Registrant'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.

                                       3
(e)      To deliver or cause to be delivered with the prospectus, to
                  each person to whom the prospectus is sent or given, 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; 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.

         (f)      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.

                                       4
SIGNATURES

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
FIRST FEDERAL CAPITAL CORP CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE
THAT IT MEETS ALL THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY 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, 2002.

         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.

                           FIRST FEDERAL CAPITAL CORP

                       By: /s/ Jack C. Rusch
                           -----------------------------------------------------
                           Jack C. Rusch, President and Chief Executive Officer

                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Jack C. Rusch and Bradford R.
Price, 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
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.

                                       5
SIGNATURE                               TITLE                                       DATE
         ---------                               -----                                       ----
/s/ Jack C. Rusch                              President, Chief Executive Officer and
-------------------------------                Director
Jack C. Rusch

/s/ Michael W. Dosland                         Chief Financial Officer
-------------------------------                (Principal Financial Officer)
Michael W. Dosland

/s/ Kenneth C. Osowski                         Controller (Principal Accounting Officer)
-------------------------------
Kenneth C. Osowski

/s/ Thomas W. Schini                           Chairman of the Board and Director
-------------------------------
Thomas W. Schini

/s/ Marjorie A. Davenport                      Director
-------------------------------
Marjorie A. Davenport
                                                                                           } May 9, 2002
/s/ John F. Leinfelder                         Director
----------------------
John F. Leinfelder

/s/ Richard T. Lommen                          Director
-------------------------------
Richard T. Lommen

/s/ Patrick J. Luby                            Director
-------------------------------
Patrick J. Luby

s/ David C. Mebane                             Director
-------------------------------
David C. Mebane

/s/ Phillip J. Quillin                         Director
-------------------------------
Phillip J. Quillin

/s/ Edwin J. Zagzebski                         Director
-------------------------------
Edwin J. Zagzebski
6
EXHIBIT INDEX
PAGE NUMBER IN
REGULATION S-K                                                                                  SEQUENTIALLY
 EXHIBIT NO.               DESCRIPTION OF DOCUMENT                                             NUMBERED COPY
 -----------               -----------------------                                             -------------
Exhibit 4                  First Federal Capital Corp 2002 Directors' Stock Option Plan.............8

Exhibit 5                  Opinion of Michael Best & Friedrich LLP.................................13

Exhibit 23.1               Consent of Ernst & Young LLP............................................14

Exhibit 23.2               Consent of Michael Best & Friedrich LLP (included in Exhibit 5) ........13

Exhibit 24                 Power of Attorney (included as part of signature page)...................5
---------------

                                       7