<PAGE>

    As filed with the Securities and Exchange Commission on August 1, 1996

                                                Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549


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


                           CLASSIC BANCSHARES, INC.
           (Exact name of registrant as specified in its charter)


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

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

                           CLASSIC BANCSHARES, INC.
                      1996 STOCK OPTION AND INCENTIVE PLAN
                           (Full title of the plan)

                             Jane K. Storero, P.C.
                        Silver, Freedman & Taff, L.L.P.
     (a limited liability partnership including professional corporations)
                                Suite 700 East
                          1100 New York Avenue, N.W.
                          Washington, DC  20005-3934
                    (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(1)      per share        price           fee
- ------------------------------------------------------------------------------
<C>               <C>                <C>             <C>           <C>
Common Stock,
par value
$.01 per share   132,500 shares      $10.8125(2)     $1,432,657(2)   $495(2) 
==============================================================================--------------
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
    Registration Statement covers, in addition to the number of shares set
    forth above, an indeterminate number of shares which, by reason of
    certain events specified in the Plan, may become subject to the Plan.
(2) Estimated in accordance with Rule 457(h), solely for the purpose of
    calculating the registration fee, 112,412 shares are being registered
    based upon an exercise price of $10.8125 per share ($1,215,455 in the
    aggregate) and the remaining 20,088 shares are being registered based
    upon the average of the bid and asked prices of the common stock on the
    Nasdaq Stock Market of $10.8125 per share on July 29, 1996 ($217,202 in
    the aggregate).

<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. 1996
Stock Option and Incentive Plan (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 in this Registration Statement:

(a)  the Company's Annual Report on Form 10-K for fiscal year ended March 31,
     1996 (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 12 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 29, 1996; 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 to be a part 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
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.

<PAGE>
<PAGE>    II-2

     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).

     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.

<PAGE>
<PAGE>    II-3 

     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.
        --------

                                                             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.                **
        
                    Classic Bancshares, Inc. 1996 Stock Option
                    and Incentive Plan                                4
        
     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

                    Consent of Griffith, Delaney, Hillman
                       & Company                                     23.3
        
     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

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
July 29, 1996.

                              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      David B. Barbour, President and Chief
Board                                   Executive Officer (Principal
                                        Executive and Operating Officer)

Date:  July 29, 1996                    Date:  July 29, 1996
       ------------------------------          ------------------------------



/s/ Robert L. Goodpaster                /s/ John W. Clark
- -------------------------------------   -------------------------------------
Robert L. Goodpaster, Director          John W. Clark, Director

Date:  July 29, 1996                    Date:  July 29, 1996
       ------------------------------          ------------------------------

<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:  July 29, 1996                    Date:  July 29, 1996
       ------------------------------          ------------------------------



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



/s/Robert A. Moyer, Jr.
- -------------------------------------
Robert A. Moyer, Jr., Director

Date:  July 29, 1996
       ------------------------------

/s/C. Cyrus Reynolds                                             
C. Cyrus Reynolds, Chairman of the Board

Date:  July 29, 1996                                          
       ------------------------------

<PAGE>
<PAGE>  II-7
                                 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.                **
        
                    Classic Bancshares, Inc. 1996 Stock Option
                    and Incentive Plan                                4
        
     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

                    Consent of Griffith, Delaney, Hillman
                       & Company                                     23.3
        
     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).



</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR 1996 STOCK OPTION AND INCENTIVE PLAN", "secsgml_size_bytes": 21564}]
{"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": "333-09409", "film-number": "96602671"}, "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 August 1, 1996

                                                Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

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

                           CLASSIC BANCSHARES, INC.
           (Exact name of registrant as specified in its charter)

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

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

                           CLASSIC BANCSHARES, INC.
                      1996 STOCK OPTION AND INCENTIVE PLAN
                           (Full title of the plan)

                             Jane K. Storero, P.C.
                        Silver, Freedman & Taff, L.L.P.
     (a limited liability partnership including professional corporations)
                                Suite 700 East
                          1100 New York Avenue, N.W.
                          Washington, DC  20005-3934
                    (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(1)      per share        price           fee
- ------------------------------------------------------------------------------
Common Stock,
par value
$.01 per share   132,500 shares      $10.8125(2)     $1,432,657(2)   $495(2) 
==============================================================================--------------
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
    Registration Statement covers, in addition to the number of shares set
    forth above, an indeterminate number of shares which, by reason of
    certain events specified in the Plan, may become subject to the Plan.
(2) Estimated in accordance with Rule 457(h), solely for the purpose of
    calculating the registration fee, 112,412 shares are being registered
    based upon an exercise price of $10.8125 per share ($1,215,455 in the
    aggregate) and the remaining 20,088 shares are being registered based
    upon the average of the bid and asked prices of the common stock on the
    Nasdaq Stock Market of $10.8125 per share on July 29, 1996 ($217,202 in
    the aggregate).
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. 1996
Stock Option and Incentive Plan (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 in this Registration Statement:

(a)  the Company's Annual Report on Form 10-K for fiscal year ended March 31,
     1996 (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 12 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 29, 1996; 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 to be a part 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
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.
II-2

     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).

     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.
II-3 

     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.
        --------

                                                             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.                **
        
                    Classic Bancshares, Inc. 1996 Stock Option
                    and Incentive Plan                                4
        
     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

                    Consent of Griffith, Delaney, Hillman
                       & Company                                     23.3
        
     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

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
July 29, 1996.

                              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      David B. Barbour, President and Chief
Board                                   Executive Officer (Principal
                                        Executive and Operating Officer)

Date:  July 29, 1996                    Date:  July 29, 1996
       ------------------------------          ------------------------------

/s/ Robert L. Goodpaster                /s/ John W. Clark
- -------------------------------------   -------------------------------------
Robert L. Goodpaster, Director          John W. Clark, Director

Date:  July 29, 1996                    Date:  July 29, 1996
       ------------------------------          ------------------------------
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:  July 29, 1996                    Date:  July 29, 1996
       ------------------------------          ------------------------------

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

/s/Robert A. Moyer, Jr.
- -------------------------------------
Robert A. Moyer, Jr., Director

Date:  July 29, 1996
       ------------------------------

/s/C. Cyrus Reynolds                                             
C. Cyrus Reynolds, Chairman of the Board

Date:  July 29, 1996                                          
       ------------------------------
II-7
                                 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.                **
        
                    Classic Bancshares, Inc. 1996 Stock Option
                    and Incentive Plan                                4
        
     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

                    Consent of Griffith, Delaney, Hillman
                       & Company                                     23.3
        
     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).