<PAGE>
<PAGE>

As filed with the Securities and Exchange Commission on December 30, 1997
                                               Registration No. 333-________
==============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                         ------------------------- 
                                  FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933
                         ------------------------- 

            Delaware                                  61-1289391
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
 incorporation or organization)

344 Seventeenth Street, Ashland, Kentucky                 41101
(Address of principal executive offices)               (Zip Code)

                          CLASSIC BANCSHARES, INC.
              EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUST
                          (Full title of the plan)

                             Kip A. Weissman, P.C.
                             Craig M. Scheer, Esq.
                        Silver, Freedman & Taff, L.L.P.
     (a limited liability partnership including professional corporations)
                           1100 New York Ave., N.W.
                           Washington, D.C.  20005
                    (Name and address of agent for service)
                             (202) 414-6100
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>

                       CALCULATION OF REGISTRATION FEE
==============================================================================
                                          Proposed    Proposed
 Title of                                  maximum     maximum
securities                                offering    aggregate     Amount of
  to be                  Amount to be       price      offering   registration
registered               registered       per share     price         fee
------------------------------------------------------------------------------
<S>                 <C>                 <C>         <C>            <C>
Common Stock,
 $.01 par value      200,000 shares(1)   $16.125(2)  $3,225,000(2)  $978(2)


Interests in Savings
 Plan(3)                N/A(3)              N/A        N/A     N/A(3)
==============================================================================
---------------
<FN>
(1)Estimated maximum aggregate number of shares of Classic Bancshares, Inc.
("Classic") common stock purchasable with employee and employer contributions
under the Plan during the next 36 months.
(2)Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee at $16.125 per share, which was the average
of the high and low prices of the Classic common stock on December 29, 1997,
as reported on the Nasdaq Stock Market.
(3)Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.  In
accordance with Rule 457(h)(2) no separate fee calculation is made for plan
interests.

</TABLE>

<PAGE>
<PAGE>    I-1

                                    PART I

               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


     The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participants in the Classic Bancshares, Inc.
Employees' Savings & Profit Sharing Plan and Trust (the "Plan") as specified
by 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 document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

<PAGE>
<PAGE>    II-1

                                  PART II

                   INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.     Incorporation of Certain Documents by Reference.

     The following documents previously or concurrently filed by Classic
Bancshares, Inc. (the "Company") with the Commission are hereby incorporated
by reference into this Registration Statement and the prospectus to which this
Registration Statement relates (the "Prospectus"), which Prospectus has been
or will be delivered to the participants in the Plan covered by this
Registration Statement:

(a)    the Company's Annual Report on Form 10-KSB for fiscal year ended
       March 31, 1997 (File No. 0-27170) filed pursuant to Rule 13a-1 of the
       Securities Exchange Act of 1934, as amended (the "Exchange Act");


(b)    all other reports filed by the Company pursuant to Section 13(a) or
       15(d) of the Exchange Act since the end of the period covered by the
       Report referred to above;


(c)    the Company's definitive Proxy Statement for its Annual Meeting of
       Stockholders held on July 28, 1997; and


(d)    the description of the common stock, par value $.01 per share, of the
       Company contained in the Company's Registration Statement on Form 8-A
       (File No. 0-27170) filed with the Commission on November 7, 1995 and
       all amendments or reports filed for the purpose of updating such
       description.

     All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the
date hereof, and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed incorporated
by reference into this Registration Statement and the Prospectus and to be a
part hereof and thereof from the date of the filing of such documents.  Any
statement contained in the documents incorporated, or deemed to be
incorporated, by reference herein or therein shall be deemed to be modified or
superseded for purposes of this Registration Statement and the Prospectus to
the extent that a statement contained herein or therein or in any other
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein or therein modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement and the
Prospectus.

     The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits
to such documents (unless such exhibits are specifically incorporated by

<PAGE>
<PAGE>    II-2

reference to the information that is incorporated).  Requests should be
directed to Lynette F. Speaks, Secretary, 344 Seventeenth Street, Ashland,
Kentucky 41101, telephone number (606) 325-4789.

     All information appearing in this Registration Statement and the
Prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or
therein by reference.

Item 4.     Description of Securities.

     Not Applicable.

Item 5.     Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.     Indemnification of Directors and Officers.

     Article ELEVENTH of the Company's Certificate of Incorporation provides
for indemnification of directors and officers of the Registrant against any
and all liabilities, judgments, fines and reasonable settlements, costs,
expenses and attorneys' fees incurred in any actual, threatened or potential
proceeding, except to the extent that such indemnification is limited by
Delaware law and such law cannot be varied by contract or bylaw.  Article
ELEVENTH also provides for the authority to purchase insurance with respect
thereto.

     Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation's board of directors to grant indemnity under certain
circumstances to directors and officers, when made, or threatened to be made,
parties to certain proceedings by reason of such status with the corporation,
against judgments, fines, settlements and expenses, including attorneys' fees. 
In addition, under certain circumstances such persons may be indemnified
against expenses actually and reasonably incurred in defense of a proceeding
by or on behalf of the corporation.  Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers of other
corporations or enterprises who are serving as such at the request of the
corporation, when such persons are made, or threatened to be made, parties to
certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a
proceeding by or in the right of such other corporation or enterprise. 
Indemnification is permitted where such person (i) was acting in good faith,
(ii) was acting in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation or other corporation or enterprise, as
appropriate, (iii) with respect to a criminal proceeding, had no reasonable
cause to believe his conduct was unlawful, and (iv) was not adjudged to be
liable to the corporation or other corporation or enterprise (unless the court
where the proceeding was brought determines that such person is fairly and
reasonably entitled to indemnity).

<PAGE>
<PAGE>    II-3

     Unless ordered by a court, indemnification may be made only following a
determination that such indemnification is permissible because the person
being indemnified has met the requisite standard of conduct.  Such
determination may be made (i) by the corporation's board of directors by a
majority vote of a quorum consisting of directors not at the time parties to
such proceeding; or (ii) if such a quorum cannot be obtained or the quorum so
directs, then by independent legal counsel in a written opinion; or (iii) by
the stockholders.

     Section 145 also permits expenses incurred by directors and officers in
defending a proceeding to be paid by the corporation in advance of the final
disposition of such proceedings upon the receipt of an undertaking by the
director or officer to repay such amount if it is ultimately determined that
he is not entitled to be indemnified by the corporation against such expenses.

     Under a directors' and officers' liability insurance policy, directors
and officers of the Company are insured against certain liabilities.

Item 7.     Exemption from Registration Claimed.

     Not Applicable.

Item 8.     Exhibits.

                                 EXHIBIT INDEX

                                                             Reference to 
                                                            Prior Filing or 
Regulation S-K                                               Exhibit Number
Exhibit Number                     Document                 Attached Hereto
------------------------------------------------------------------------------

     4              Instruments defining the rights of
                    security holders, including debentures: 
        
                    Certificate of Incorporation of Classic
                    Bancshares, Inc.                                  *
        
                    Bylaws of Classic Bancshares, Inc.                **
        
     5              Opinion of Silver, Freedman & Taff, L.L.P.        5
        
    23              Consents of Experts and Counsel:

                    Consent of Silver, Freedman & Taff, L.L.P.       23.1

                    Consent of Smith, Goolsby, Artis & Reams,
                       P.S.C.                                        23.2

    24              Power of Attorney                           Contained on
                                                                Signature Page
-------------------
*   Incorporated hereby by reference to Exhibit 3.1 of the Company's
    Registration Statement on Form S-1 (Registration No. 33-97574 filed on
    September 29, 1995).

**  Incorporated hereby by reference to Exhibit 3.2 of the Company's
    Registration Statement on Form S-1 (Registration No. 33-97574 filed on
    September 29, 1995).

<PAGE>
<PAGE>    II-4

      The Registrant hereby undertakes that it will submit or has submitted
the Plan and any amendment thereto to the Internal Revenue Service (the "IRS")
in a timely manner and has made or will make all changes required by the IRS
in order to qualify the Plan under Section 401 of the Internal Revenue Code of
1986, as amended.

Item 9.     Undertakings.

(a)  The undersigned Registrant hereby undertakes:

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

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


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

(b)   The undersigned Registrant hereby undertakes 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 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.


(c)   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 of
      expenses incurred or paid by a director, officer or controlling person
      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.

<PAGE>
<PAGE>    II-5

                                    SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and the Registrant has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Ashland, Commonwealth of Kentucky on 
December 30, 1997.

                                  CLASSIC BANCSHARES, INC.

                                  By: /s/David B. Barbour
                                      -------------------------------------
                                      David B. Barbour, President and Chief
                                       Executive Officer (Duly Authorized
                                       Representative)

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David B. Barbour or Lisah M. Frazier, his or
her true and lawful attorney-in-fact and agent, with full power of
substitution and re-substitution, for him or her in his or her 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 all 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 requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming said attorney-in-fact and agent or his substitute or substitutes
may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<S>                                        <C>

/s/C. Cyrus Reynolds                       /s/David B. Barbour  
----------------------------------------   ------------------------------------------
C. Cyrus Reynolds, Chairman of the Board      David B. Barbour, President, Chief
                                            Executive Officer and Director (Principal
                                            Executive and Operating Officer)


Date: December 30, 1997                    Date: December 30, 1997
 
/s/Robert L. Bayes                         /s/John W. Clark
----------------------------------------   ------------------------------------------
Robert L. Bayes, Executive Vice            John W. Clark, Director
 President and Director     

Date: December 30, 1997                    Date: December 30, 1997


<PAGE>
<PAGE>    II-6




/s/Robert B. Keifer, Jr.                   /s/Lisah M. Frazier
----------------------------------------   ------------------------------------------
Robert B. Keifer, Jr., Director            Lisah M. Frazier, Vice President,
                                            Treasurer and Chief Financial Officer
                                            (Principal Financial and Accounting
                                            Officer)    

Date: December 30, 1997                    Date: December 30, 1997



----------------------------------------   ------------------------------------------
David A. Lang, Director                    E. B. Gevedon, Jr., Director


Date:                                      Date:


                                           /s/Jeffrey P. Lopez
----------------------------------------   ------------------------------------------
Robert A. Moyer, Jr., Director             Jeffrey P. Lopez, Director
 President and Director     

Date:                                      Date: December 30, 1997

</TABLE>
<PAGE>
<PAGE>    II-7


                                     SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Ashland, Commonwealth of Kentucky,
on December 30, 1997.

                                      Classic Bancshares, Inc. Employees'
                                       Savings & Profit Sharing Plan and Trust


/s/ Robert L. Bayes                    /s/ David B. Barbour
---------------------------------      ------------------------------------
Robert L. Bayes                        David B. Barbour
Member, Administrative Committee       Member, Administrative Committee


Date: December 30, 1997                Date: December 30, 1997


/s/ Lisah M. Frazier
---------------------------------
Lisah M. Frazier
Member, Administrative Committee

Date: December 30, 1997
<PAGE>
<PAGE>

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


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549






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




                                   EXHIBITS


                                      TO


                       REGISTRATION STATEMENT ON FORM S-8



                                     UNDER


                          THE SECURITIES ACT OF 1933




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





                            CLASSIC BANCSHARES, INC.





===========================================================================
<PAGE>
<PAGE>
                               EXHIBIT INDEX

                                                             Reference to 
                                                            Prior Filing or 
Regulation S-K                                               Exhibit Number
Exhibit Number                     Document                 Attached Hereto
----------------------------------------------------------------------------

     4              Instruments defining the rights of
                    security holders, including debentures: 
        
                    Certificate of Incorporation of Classic
                    Bancshares, Inc.                                  *
        
                    Bylaws of Classic Bancshares, Inc.                **
        
     5              Opinion of Silver, Freedman & Taff, L.L.P.        5
        
    23              Consents of Experts and Counsel:

                    Consent of Silver, Freedman & Taff, L.L.P.       23.1

                    Consent of Smith, Goolsby, Artis & Reams,
                       P.S.C.                                        23.2

     24             Power of Attorney                           Contained on
                                                                Signature Page
-------------------
*   Incorporated hereby by reference to Exhibit 3.1 of the Company's
    Registration Statement on Form S-1 (Registration No. 33-97574 filed on
    September 29, 1995).

**  Incorporated hereby by reference to Exhibit 3.2 of the Company's
    Registration Statement on Form S-1 (Registration No. 33-97574 filed on
    September 29, 1995).
[{"type": "S-8", "sequence": "1", "description": "EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUST", "secsgml_size_bytes": 23568}]
{"company-data": {"conformed-name": "CLASSIC BANCSHARES INC", "cik": "0001001627", "assigned-sic": "6035", "irs-number": "611289391", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43481", "film-number": "97746945"}, "business-address": {"street1": "P O BOX 1527", "city": "ASHLAND", "state": "KY", "zip": "41101-1527", "phone": "6063254789"}, "mail-address": {"street1": "P O BOX 1527", "city": "ASHLAND", "state": "KY", "zip": "41105-1527"}}
As filed with the Securities and Exchange Commission on December 30, 1997
                                               Registration No. 333-________
==============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                         ------------------------- 
                                  FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933
                         ------------------------- 

            Delaware                                  61-1289391
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
 incorporation or organization)

344 Seventeenth Street, Ashland, Kentucky                 41101
(Address of principal executive offices)               (Zip Code)

                          CLASSIC BANCSHARES, INC.
              EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUST
                          (Full title of the plan)

                             Kip A. Weissman, P.C.
                             Craig M. Scheer, Esq.
                        Silver, Freedman & Taff, L.L.P.
     (a limited liability partnership including professional corporations)
                           1100 New York Ave., N.W.
                           Washington, D.C.  20005
                    (Name and address of agent for service)
                             (202) 414-6100
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
==============================================================================
                                          Proposed    Proposed
 Title of                                  maximum     maximum
securities                                offering    aggregate     Amount of
  to be                  Amount to be       price      offering   registration
registered               registered       per share     price         fee
------------------------------------------------------------------------------
Common Stock,
 $.01 par value      200,000 shares(1)   $16.125(2)  $3,225,000(2)  $978(2)

Interests in Savings
 Plan(3)                N/A(3)              N/A        N/A     N/A(3)
==============================================================================
---------------
(1)Estimated maximum aggregate number of shares of Classic Bancshares, Inc.
("Classic") common stock purchasable with employee and employer contributions
under the Plan during the next 36 months.
(2)Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee at $16.125 per share, which was the average
of the high and low prices of the Classic common stock on December 29, 1997,
as reported on the Nasdaq Stock Market.
(3)Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.  In
accordance with Rule 457(h)(2) no separate fee calculation is made for plan
interests.
I-1

                                    PART I

               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participants in the Classic Bancshares, Inc.
Employees' Savings & Profit Sharing Plan and Trust (the "Plan") as specified
by 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 document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
II-1

                                  PART II

                   INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.     Incorporation of Certain Documents by Reference.

     The following documents previously or concurrently filed by Classic
Bancshares, Inc. (the "Company") with the Commission are hereby incorporated
by reference into this Registration Statement and the prospectus to which this
Registration Statement relates (the "Prospectus"), which Prospectus has been
or will be delivered to the participants in the Plan covered by this
Registration Statement:

(a)    the Company's Annual Report on Form 10-KSB for fiscal year ended
       March 31, 1997 (File No. 0-27170) filed pursuant to Rule 13a-1 of the
       Securities Exchange Act of 1934, as amended (the "Exchange Act");

(b)    all other reports filed by the Company pursuant to Section 13(a) or
       15(d) of the Exchange Act since the end of the period covered by the
       Report referred to above;

(c)    the Company's definitive Proxy Statement for its Annual Meeting of
       Stockholders held on July 28, 1997; and

(d)    the description of the common stock, par value $.01 per share, of the
       Company contained in the Company's Registration Statement on Form 8-A
       (File No. 0-27170) filed with the Commission on November 7, 1995 and
       all amendments or reports filed for the purpose of updating such
       description.

     All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the
date hereof, and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed incorporated
by reference into this Registration Statement and the Prospectus and to be a
part hereof and thereof from the date of the filing of such documents.  Any
statement contained in the documents incorporated, or deemed to be
incorporated, by reference herein or therein shall be deemed to be modified or
superseded for purposes of this Registration Statement and the Prospectus to
the extent that a statement contained herein or therein or in any other
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein or therein modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement and the
Prospectus.

     The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits
to such documents (unless such exhibits are specifically incorporated by
II-2

reference to the information that is incorporated).  Requests should be
directed to Lynette F. Speaks, Secretary, 344 Seventeenth Street, Ashland,
Kentucky 41101, telephone number (606) 325-4789.

     All information appearing in this Registration Statement and the
Prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or
therein by reference.

Item 4.     Description of Securities.

     Not Applicable.

Item 5.     Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.     Indemnification of Directors and Officers.

     Article ELEVENTH of the Company's Certificate of Incorporation provides
for indemnification of directors and officers of the Registrant against any
and all liabilities, judgments, fines and reasonable settlements, costs,
expenses and attorneys' fees incurred in any actual, threatened or potential
proceeding, except to the extent that such indemnification is limited by
Delaware law and such law cannot be varied by contract or bylaw.  Article
ELEVENTH also provides for the authority to purchase insurance with respect
thereto.

     Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation's board of directors to grant indemnity under certain
circumstances to directors and officers, when made, or threatened to be made,
parties to certain proceedings by reason of such status with the corporation,
against judgments, fines, settlements and expenses, including attorneys' fees. 
In addition, under certain circumstances such persons may be indemnified
against expenses actually and reasonably incurred in defense of a proceeding
by or on behalf of the corporation.  Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers of other
corporations or enterprises who are serving as such at the request of the
corporation, when such persons are made, or threatened to be made, parties to
certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a
proceeding by or in the right of such other corporation or enterprise. 
Indemnification is permitted where such person (i) was acting in good faith,
(ii) was acting in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation or other corporation or enterprise, as
appropriate, (iii) with respect to a criminal proceeding, had no reasonable
cause to believe his conduct was unlawful, and (iv) was not adjudged to be
liable to the corporation or other corporation or enterprise (unless the court
where the proceeding was brought determines that such person is fairly and
reasonably entitled to indemnity).
II-3

     Unless ordered by a court, indemnification may be made only following a
determination that such indemnification is permissible because the person
being indemnified has met the requisite standard of conduct.  Such
determination may be made (i) by the corporation's board of directors by a
majority vote of a quorum consisting of directors not at the time parties to
such proceeding; or (ii) if such a quorum cannot be obtained or the quorum so
directs, then by independent legal counsel in a written opinion; or (iii) by
the stockholders.

     Section 145 also permits expenses incurred by directors and officers in
defending a proceeding to be paid by the corporation in advance of the final
disposition of such proceedings upon the receipt of an undertaking by the
director or officer to repay such amount if it is ultimately determined that
he is not entitled to be indemnified by the corporation against such expenses.

     Under a directors' and officers' liability insurance policy, directors
and officers of the Company are insured against certain liabilities.

Item 7.     Exemption from Registration Claimed.

     Not Applicable.

Item 8.     Exhibits.

                                 EXHIBIT INDEX

                                                             Reference to 
                                                            Prior Filing or 
Regulation S-K                                               Exhibit Number
Exhibit Number                     Document                 Attached Hereto
------------------------------------------------------------------------------

     4              Instruments defining the rights of
                    security holders, including debentures: 
        
                    Certificate of Incorporation of Classic
                    Bancshares, Inc.                                  *
        
                    Bylaws of Classic Bancshares, Inc.                **
        
     5              Opinion of Silver, Freedman & Taff, L.L.P.        5
        
    23              Consents of Experts and Counsel:

                    Consent of Silver, Freedman & Taff, L.L.P.       23.1

                    Consent of Smith, Goolsby, Artis & Reams,
                       P.S.C.                                        23.2

    24              Power of Attorney                           Contained on
                                                                Signature Page
-------------------
*   Incorporated hereby by reference to Exhibit 3.1 of the Company's
    Registration Statement on Form S-1 (Registration No. 33-97574 filed on
    September 29, 1995).

**  Incorporated hereby by reference to Exhibit 3.2 of the Company's
    Registration Statement on Form S-1 (Registration No. 33-97574 filed on
    September 29, 1995).
II-4

      The Registrant hereby undertakes that it will submit or has submitted
the Plan and any amendment thereto to the Internal Revenue Service (the "IRS")
in a timely manner and has made or will make all changes required by the IRS
in order to qualify the Plan under Section 401 of the Internal Revenue Code of
1986, as amended.

Item 9.     Undertakings.

(a)  The undersigned Registrant hereby undertakes:

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

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

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

(b)   The undersigned Registrant hereby undertakes 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 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.

(c)   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 of
      expenses incurred or paid by a director, officer or controlling person
      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.
II-5

                                    SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and the Registrant has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Ashland, Commonwealth of Kentucky on 
December 30, 1997.

                                  CLASSIC BANCSHARES, INC.

                                  By: /s/David B. Barbour
                                      -------------------------------------
                                      David B. Barbour, President and Chief
                                       Executive Officer (Duly Authorized
                                       Representative)

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David B. Barbour or Lisah M. Frazier, his or
her true and lawful attorney-in-fact and agent, with full power of
substitution and re-substitution, for him or her in his or her 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 all 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 requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming said attorney-in-fact and agent or his substitute or substitutes
may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
/s/C. Cyrus Reynolds                       /s/David B. Barbour  
----------------------------------------   ------------------------------------------
C. Cyrus Reynolds, Chairman of the Board      David B. Barbour, President, Chief
                                            Executive Officer and Director (Principal
                                            Executive and Operating Officer)

Date: December 30, 1997                    Date: December 30, 1997
 
/s/Robert L. Bayes                         /s/John W. Clark
----------------------------------------   ------------------------------------------
Robert L. Bayes, Executive Vice            John W. Clark, Director
 President and Director     

Date: December 30, 1997                    Date: December 30, 1997
II-6

/s/Robert B. Keifer, Jr.                   /s/Lisah M. Frazier
----------------------------------------   ------------------------------------------
Robert B. Keifer, Jr., Director            Lisah M. Frazier, Vice President,
                                            Treasurer and Chief Financial Officer
                                            (Principal Financial and Accounting
                                            Officer)    

Date: December 30, 1997                    Date: December 30, 1997

----------------------------------------   ------------------------------------------
David A. Lang, Director                    E. B. Gevedon, Jr., Director

Date:                                      Date:

                                           /s/Jeffrey P. Lopez
----------------------------------------   ------------------------------------------
Robert A. Moyer, Jr., Director             Jeffrey P. Lopez, Director
 President and Director     

Date:                                      Date: December 30, 1997
II-7

                                     SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Ashland, Commonwealth of Kentucky,
on December 30, 1997.

                                      Classic Bancshares, Inc. Employees'
                                       Savings & Profit Sharing Plan and Trust

/s/ Robert L. Bayes                    /s/ David B. Barbour
---------------------------------      ------------------------------------
Robert L. Bayes                        David B. Barbour
Member, Administrative Committee       Member, Administrative Committee

Date: December 30, 1997                Date: December 30, 1997

/s/ Lisah M. Frazier
---------------------------------
Lisah M. Frazier
Member, Administrative Committee

Date: December 30, 1997
============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                                   EXHIBITS

                                      TO

                       REGISTRATION STATEMENT ON FORM S-8

                                     UNDER

                          THE SECURITIES ACT OF 1933

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

                            CLASSIC BANCSHARES, INC.

===========================================================================
EXHIBIT INDEX

                                                             Reference to 
                                                            Prior Filing or 
Regulation S-K                                               Exhibit Number
Exhibit Number                     Document                 Attached Hereto
----------------------------------------------------------------------------

     4              Instruments defining the rights of
                    security holders, including debentures: 
        
                    Certificate of Incorporation of Classic
                    Bancshares, Inc.                                  *
        
                    Bylaws of Classic Bancshares, Inc.                **
        
     5              Opinion of Silver, Freedman & Taff, L.L.P.        5
        
    23              Consents of Experts and Counsel:

                    Consent of Silver, Freedman & Taff, L.L.P.       23.1

                    Consent of Smith, Goolsby, Artis & Reams,
                       P.S.C.                                        23.2

     24             Power of Attorney                           Contained on
                                                                Signature Page
-------------------
*   Incorporated hereby by reference to Exhibit 3.1 of the Company's
    Registration Statement on Form S-1 (Registration No. 33-97574 filed on
    September 29, 1995).

**  Incorporated hereby by reference to Exhibit 3.2 of the Company's
    Registration Statement on Form S-1 (Registration No. 33-97574 filed on
    September 29, 1995).