<PAGE>
 
As filed with the Securities and Exchange Commission on June 20, 1996.
                                                       REGISTRATION NO. ________
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                             ____________________

                         FIRST SAVINGS FINANCIAL CORP.
            (Exact name of Registrant as specified in its charter)

      NORTH CAROLINA                                             56-1928110
 (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                           Identification No.)

                             501 SOUTH MAIN STREET
                             POST OFFICE BOX 1885
                     REIDSVILLE, NORTH CAROLINA 27323-1885
                   (Address of Principal Executive Offices)

FIRST SAVINGS BANK OF ROCKINGHAM COUNTY, INC., SSB MANAGEMENT RECOGNITION PLAN
                FIRST SAVINGS FINANCIAL CORP. STOCK OPTION PLAN
                           (Full title of the Plans)
                             ____________________

                           DAVID S. KEMP, PRESIDENT
                         FIRST SAVINGS FINANCIAL CORP.
                             501 SOUTH MAIN STREET
                             POST OFFICE BOX 1885
                     REIDSVILLE, NORTH CAROLINA 27323-1885
                                (910) 342-4251
  (Name and address, including zip code, and telephone number, including area
                          code, of agent for service)

                                  COPIES TO:
                             EDWARD C. WINSLOW III
                               ELLEN P. HAMRICK
                           BROOKS, PIERCE, MCLENDON,
                          HUMPHREY & LEONARD, L.L.P.
                            2000 RENAISSANCE PLAZA
                             POST OFFICE BOX 26000
                       GREENSBORO, NORTH CAROLINA 27420

<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
===================================================================================================
TITLE OF SECURITIES           AMOUNT TO BE   PROPOSED MAXIMUM   PROPOSED MAXIMUM     AMOUNT OF
TO BE REGISTERED              REGISTERED/1/   OFFERING PRICE   AGGREGATE OFFERING   REGISTRATION
                                                 PER UNIT           PRICE/6/            FEE
- ---------------------------------------------------------------------------------------------------
<S>                           <C>            <C>               <C>                  <C>
Common Stock, no par value      37,935/2/       $11.125/3/        $  422,026.87    
Common Stock, no par value      94,838/4/       $11.125/5/        $1,055,072.75        $509.35
===================================================================================================
</TABLE>

                           (Footnotes on Next Page)

     THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND 17
C.F.R. (S)230.462.

     /1/Together with an indeterminate number of additional shares which may
be necessary to adjust the number of shares reserved for issuance pursuant to
the First Savings Financial Corp. Stock Option Plan ("Stock Option Plan"), and
the First Savings Bank of Rockingham County, Inc., SSB Management Recognition
Plan ("MRP") as a result of a reclassification, reorganization,
recapitalization, stock split, stock dividend or similar occurrence which makes
an adjustment of shares just and appropriate.

     /2/Represents the total number of shares issued under the MRP.

     /3/Assumes a value per share for shares which have been issued under the
MRP equal to $11.125, which was the price per share paid on April 11, 1996 (the
last trade known to management to have occurred prior to April 19, 1996).

     /4/Represents the total number of shares which may be issued pursuant to
options granted under the Stock Option Plan.

     /5/Assumes a value per share underlying options granted under the Stock
Option Plan equal to $11.125, which was the price per share paid on April 11,
1996 (the last trade known to management to have occurred prior to April 19,
1996).

     /6/Estimated total for the purposes of calculating the registration fee in
accordance with Rule 457(c) and (h). There is no established market for the
Common Stock, excluding limited sporadic quotations, although the Registrant's
Common Stock is quoted over-the-counter through the National Daily Quotation
System "pink sheets" published by the National Quotation Bureau, Inc. Subject to
the foregoing, and based upon the price paid and the last trade known to
management to have occurred prior to April 19, 1996, which trade occurred on
April 11, 1996, the per share market value of the Common Stock would be $11.125.

================================================================================
<PAGE>
 
                                    PART I
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM I.  PLAN INFORMATION.

       This Registration Statement on Form S-8 relates to the registration of up
to 132,773 shares of common stock, no par value, of First Savings Financial
Corp. (the "Registrant") (i) which are reserved for issuance pursuant to options
which have been granted under the First Savings Financial Corp. Stock Option
Plan ("Stock Option Plan"), and (ii) which have been issued pursuant to the
First Savings Bank of Rockingham County, Inc., SSB Management Recognition Plan
("MRP"). This Registration Statement also relates to an indeterminent number of
additional shares which may be necessary to adjust the number of shares reserved
for issuance pursuant to the Stock Option Plan or pursuant to the MRP as a
result of a reclassification, reorganization, recapitalization, stock split,
stock dividend or similar occurrence which makes an adjustment of shares just
and appropriate. Documents containing the information specified in Part I of
Form S-8 will be sent or given to the participants in the Stock Option Plan and
MRP as specified by Rule 428(b)(1). Such documents are not filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 in reliance on Rule 428.

ITEM 2.  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

       The required statement is contained in the prospectus to be delivered
pursuant to Part I of this Registration Statement as specified by Rule
428(b)(1).

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

       The following documents filed with the Commission are incorporated herein
by reference:

       (a)  The Registrant's Annual Report on Form 10-KSB for the fiscal year
            ended December 31, 1995.

       (b)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
            March 31, 1996.

       (c)  The description of the Registrant's Common Stock contained in the
            Registrant's S-1 Registration Statement, Registration No. 33-93096,
            incorporated by reference in the Registration Statement on Form 8-A
            filed with the Commission under Section 12(b) of the Securities
            Exchange Act of 1934, as amended (the "Exchange Act"), on September
            8, 1995 (File No. 026730), including any amendment or report filed
            for the purpose of updating such description.

       All documents subsequently filed by the Registrant and the Stock Option
Plan or MRP pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities registered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference herein and to
be a part
<PAGE>
 
hereof from the date of the filing of such documents. Any statement contained in
this Registration Statement, or in a document incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document which is also
incorporated or deemed to be incorporated by reference herein, 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.

ITEM 4.  DESCRIPTION OF SECURITIES.

       Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

       Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       The Registrant's Articles of Incorporation provide that to the fullest
extent permitted by the North Carolina Business Corporation Act (the "NCBCA"),
no person who serves as a director shall be personally liable to the Registrant
or any of its stockholders or otherwise for monetary damages for breach of any
duty as director. The Registrant's By-laws state that any person who at any time
serves or has served as a director or officer of the Registrant, or who, while
serving as a director or officer of the Registrant, serves or has served at the
request of the Registrant as a director, officer, partner, trustee, employer or
agent of another corporation, partnership, joint venture, trust or other
enterprise, or as a trustee or administrator under an employee benefit plan,
shall have a right to be indemnified by the Registrant to the fullest extent
permitted by law against (a) reasonable expenses, including attorneys' fees,
incurred by him in connection with any threatened, pending or completed civil,
criminal, administrative, investigative, or arbitrative action, suit, or
proceeding (and any appeal therein), whether or not brought by or on behalf of
the Registrant, seeking to hold him liable by reason of the fact that he is or
was acting in such capacity, and (b) reasonable payments made by him in
satisfaction of any judgment, money decree, fine (including an excise tax
assessed with respect to an employee benefit plan) or penalty for which he may
have become liable in any such action, suit or proceeding, or in connection with
a settlement approved by the Board of Directors of any such action, suit or
proceeding.

       Sections 55-8-50 through 55-8-58 of the NCBCA contain provisions
prescribing the extent to which directors and officers shall or may be
indemnified. Section 55-8-51 of the NCBCA permits a corporation, with certain
exceptions, to indemnify a present or former director against liability if (i)
the director conducted himself in good faith, (ii) the director reasonably
believed (x) that the director's conduct in the director's official capacity
with the corporation was in its best interests and (y) in all other cases the
director's conduct was at least not opposed to the corporation's best interests,
and (iii) in the case of any criminal proceeding, the director had no reasonable
cause to believe the director's conduct was unlawful. A corporation may not
indemnify a director in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation or in
connection with a proceeding charging improper personal benefit to the director.
The above standard

                                       2
<PAGE>
 
of conduct is determined by the board of directors, or a committee or special
legal counsel or the shareholders as prescribed in Section 55-8-55.

       Sections 55-8-52 and 55-8-56 of the NCBCA require a corporation to
indemnify a director or officer in the defense of any proceeding to which the
director or officer was a party against reasonable expenses when the director or
officer is wholly successful in the director's or officer's defense, unless the
articles of incorporation provide otherwise. Upon application, the court may
order indemnification of the director or officer if the director or officer is
adjudged fairly and reasonably so entitled under Section 55-8-54.

       In addition, Section 55-8-57 permits a corporation to provide for
indemnification of directors, officers, employees or agents, in its articles of
incorporation or bylaws or by contract or resolution, against liability in
various proceedings and to purchase and maintain insurance policies on behalf of
these individuals.

       The foregoing is only a general summary of certain aspects of North
Carolina law dealing with indemnification of directors and officers and does not
purport to be complete. It is qualified in its entirely by reference to the
relevant statutes, which contain detailed specific provisions regarding the
circumstances under which and the person for whose benefit indemnifications
shall or may be made.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
 
       Not applicable.

ITEM 8.  EXHIBITS

       The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-B):

<TABLE>
<CAPTION>
          Exhibit No.                   Description of Document
          -----------                   -----------------------             
          <S>               <C>
            (4)(i)          The Registrant's Articles of Incorporation
                            (incorporated by reference to Exhibit (3)(i) of the
                            Registrant's S-1 Registration Statement,
                            Registration No. 33-93096)
                      
            (4)(ii)         The Registrant's Bylaws (incorporated by
                            reference to Exhibit (3)(ii) of the Registrant's S-1
                            Registration Statement, Registration No. 33-93096)
                      
            (4)(iii)        Specimen Stock Certificate for the Registrant
                      
            (5)             Opinion of Brooks, Pierce, McLendon, Humphrey
                            & Leonard, L.L.P. as to legality of securities
                            being registered
                      
            (10)(i)         First Savings Financial Corp. Stock Option Plan
</TABLE>

                                       3
<PAGE>
 
<TABLE>
          <S>               <C>
          (10)(ii)          First Savings Bank of Rockingham County, Inc.,
                            SSB Management Recognition Plan

          (23)(i)           Consent of Brooks, Pierce, McLendon, Humphrey
                            & Leonard, L.L.P. (included in Exhibit 5)

          (23)(ii)          Consent of KPMG Peat Marwick LLP
</TABLE>

ITEM 9.  UNDERTAKINGS.

       The undersigned Registrant hereby undertakes:

       (1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to the Registration Statement:

            (i)    To include any prospectus required by Section 10(a)(3) of the
                   1933 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. Notwith standing 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% change in the maximum aggregate
                   offering price set forth in the "Calculation of Registration
                   Fee" table in the 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 (1)(i) and (1)(ii) above do not apply 
       --------  -------                                                       
if the Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

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

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

                                       4
<PAGE>
 
       The undersigned Registrant hereby undertakes, that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 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.

       Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers, and controlling persons of the Registrant
pursuant to the provisions discussed in Item 6 thereof, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 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 hereby, 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 1933 Act and will be governed by the
final adjudication of such issue.

                                       5
<PAGE>
 
                                  SIGNATURES


     THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Reidsville, State of North Carolina, on the 19th
day of June, 1996.


                                   FIRST SAVINGS FINANCIAL CORP.
                                   Registrant


                                   By:    /s/ David S. Kemp
                                          ----------------------------------
                                          DAVID S. KEMP, PRESIDENT


     Each person whose individual signature appears below hereby makes,
constitutes and appoints David S. Kemp to sign for such person and in such
person's name and capacity indicated below, any and all amendments to this
Registration Statement, including any and all post-effective amendments.

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

<TABLE> 
<S>                         <C> 
Date:  June 19, 1996        By:  /s/ David S. Kemp
                                 --------------------------------------------------------------
                                 DAVID S. KEMP, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                            (PRINCIPAL EXECUTIVE OFFICER)


Date:  June 19, 1996        By:  /s/ Cynthia F. Teague
                                 --------------------------------------------------------------
                                 CYNTHIA F. TEAGUE, VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND
                                            CHIEF ACCOUNTING OFFICER
                                            (PRINCIPAL FINANCIAL OFFICER AND
                                            PRINCIPAL ACCOUNTING OFFICER)


Date:  June 19, 1996        By:  /s/ Pat F. Brady
                                 --------------------------------------------------------------
                                 PAT F. BRADY, DIRECTOR


Date:  June 19, 1996        By:  /s/ Fred B. Coates
                                 --------------------------------------------------------------
                                 FRED B. COATES, DIRECTOR


Date:  June 19, 1996        By:  /s/ Phillip M. Hooper
                                 --------------------------------------------------------------
                                 PHILLIP M. HOOPER, DIRECTOR
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                         <C>   
Date:  June 19, 1996        By:  /s/ George I. Richardson
                                 --------------------------------------------------------------
                                 GEORGE I. RICHARDSON, DIRECTOR


Date:  June 19, 1996        By:  /s/ Benton S. Smothers
                                 --------------------------------------------------------------
                                 BENTON S. SMOTHERS, DIRECTOR


Date:  June 19, 1996        By:  /s/ Gilbert R. Upchurch
                                 --------------------------------------------------------------
                                 GILBERT R. UPCHURCH, DIRECTOR
</TABLE> 
<PAGE>
 
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                Method of         Sequentially        
Exhibit No.                  Description                         Filing           Numbered Page       
- -----------                  -----------                        ---------         -------------       
<S>            <C>                                           <C>                  <C>                 
  (4)(i)       The Registrant's Articles of                  Incorporated by          - - -           
               Incorporation                                 Reference                                
                                                                                                      
  (4)(ii)      The Registrant's Bylaws                       Incorporated by          - - -          
                                                             Reference                                
                                                                                                      
  (4)(iii)     Specimen Stock Certificate for the            Filed Herewith                           
               Registrant                                                                             
                                                                                                      
    (5)        Opinion of Brooks, Pierce, McLendon,          Filed Herewith                           
               Humphrey & Leonard, L.L.P. as to                                                       
               legality of securities being registered                                                
                                                                                                      
  (10)(i)      First Savings Financial Corp. Stock           Filed Herewith                           
               Option Plan                                                                            
                                                                                                      
  (10)(ii)     First Savings Bank of Rockingham              Filed Herewith                           
               County, Inc., SSB Management                                                           
               Recognition Plan                                                                       
                                                                                                      
  (23)(i)      Consent of Brooks, Pierce, McLendon,          Filed Herewith                           
               Humphrey & Leonard, L.L.P. (included                                                   
               in Exhibit 5)                                                                          
                                                                                                      
  (23)(ii)     Consent of KPMG Peat Marwick LLP              Filed Herewith                            
</TABLE>

                                       8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26435}]
{"company-data": {"conformed-name": "FIRST SAVINGS FINANCIAL CORP", "cik": "0000946347", "assigned-sic": "6036", "irs-number": "560223244", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06361", "film-number": "96583374"}, "business-address": {"street1": "501 SOUTH MAIN ST", "street2": "PO BOX 1885", "city": "REIDVILLE", "state": "NC", "zip": "27323", "phone": "9103424251"}, "mail-address": {"street1": "POST OFFICE BOX 1885", "city": "REIDSVILLE", "state": "NC", "zip": "27323"}}
As filed with the Securities and Exchange Commission on June 20, 1996.
                                                       REGISTRATION NO. ________
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                             ____________________

                         FIRST SAVINGS FINANCIAL CORP.
            (Exact name of Registrant as specified in its charter)

      NORTH CAROLINA                                             56-1928110
 (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                           Identification No.)

                             501 SOUTH MAIN STREET
                             POST OFFICE BOX 1885
                     REIDSVILLE, NORTH CAROLINA 27323-1885
                   (Address of Principal Executive Offices)

FIRST SAVINGS BANK OF ROCKINGHAM COUNTY, INC., SSB MANAGEMENT RECOGNITION PLAN
                FIRST SAVINGS FINANCIAL CORP. STOCK OPTION PLAN
                           (Full title of the Plans)
                             ____________________

                           DAVID S. KEMP, PRESIDENT
                         FIRST SAVINGS FINANCIAL CORP.
                             501 SOUTH MAIN STREET
                             POST OFFICE BOX 1885
                     REIDSVILLE, NORTH CAROLINA 27323-1885
                                (910) 342-4251
  (Name and address, including zip code, and telephone number, including area
                          code, of agent for service)

                                  COPIES TO:
                             EDWARD C. WINSLOW III
                               ELLEN P. HAMRICK
                           BROOKS, PIERCE, MCLENDON,
                          HUMPHREY & LEONARD, L.L.P.
                            2000 RENAISSANCE PLAZA
                             POST OFFICE BOX 26000
                       GREENSBORO, NORTH CAROLINA 27420
CALCULATION OF REGISTRATION FEE
===================================================================================================
TITLE OF SECURITIES           AMOUNT TO BE   PROPOSED MAXIMUM   PROPOSED MAXIMUM     AMOUNT OF
TO BE REGISTERED              REGISTERED/1/   OFFERING PRICE   AGGREGATE OFFERING   REGISTRATION
                                                 PER UNIT           PRICE/6/            FEE
- ---------------------------------------------------------------------------------------------------
Common Stock, no par value      37,935/2/       $11.125/3/        $  422,026.87    
Common Stock, no par value      94,838/4/       $11.125/5/        $1,055,072.75        $509.35
===================================================================================================
(Footnotes on Next Page)

     THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND 17
C.F.R. (S)230.462.

     /1/Together with an indeterminate number of additional shares which may
be necessary to adjust the number of shares reserved for issuance pursuant to
the First Savings Financial Corp. Stock Option Plan ("Stock Option Plan"), and
the First Savings Bank of Rockingham County, Inc., SSB Management Recognition
Plan ("MRP") as a result of a reclassification, reorganization,
recapitalization, stock split, stock dividend or similar occurrence which makes
an adjustment of shares just and appropriate.

     /2/Represents the total number of shares issued under the MRP.

     /3/Assumes a value per share for shares which have been issued under the
MRP equal to $11.125, which was the price per share paid on April 11, 1996 (the
last trade known to management to have occurred prior to April 19, 1996).

     /4/Represents the total number of shares which may be issued pursuant to
options granted under the Stock Option Plan.

     /5/Assumes a value per share underlying options granted under the Stock
Option Plan equal to $11.125, which was the price per share paid on April 11,
1996 (the last trade known to management to have occurred prior to April 19,
1996).

     /6/Estimated total for the purposes of calculating the registration fee in
accordance with Rule 457(c) and (h). There is no established market for the
Common Stock, excluding limited sporadic quotations, although the Registrant's
Common Stock is quoted over-the-counter through the National Daily Quotation
System "pink sheets" published by the National Quotation Bureau, Inc. Subject to
the foregoing, and based upon the price paid and the last trade known to
management to have occurred prior to April 19, 1996, which trade occurred on
April 11, 1996, the per share market value of the Common Stock would be $11.125.

================================================================================
PART I
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM I.  PLAN INFORMATION.

       This Registration Statement on Form S-8 relates to the registration of up
to 132,773 shares of common stock, no par value, of First Savings Financial
Corp. (the "Registrant") (i) which are reserved for issuance pursuant to options
which have been granted under the First Savings Financial Corp. Stock Option
Plan ("Stock Option Plan"), and (ii) which have been issued pursuant to the
First Savings Bank of Rockingham County, Inc., SSB Management Recognition Plan
("MRP"). This Registration Statement also relates to an indeterminent number of
additional shares which may be necessary to adjust the number of shares reserved
for issuance pursuant to the Stock Option Plan or pursuant to the MRP as a
result of a reclassification, reorganization, recapitalization, stock split,
stock dividend or similar occurrence which makes an adjustment of shares just
and appropriate. Documents containing the information specified in Part I of
Form S-8 will be sent or given to the participants in the Stock Option Plan and
MRP as specified by Rule 428(b)(1). Such documents are not filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 in reliance on Rule 428.

ITEM 2.  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

       The required statement is contained in the prospectus to be delivered
pursuant to Part I of this Registration Statement as specified by Rule
428(b)(1).

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

       The following documents filed with the Commission are incorporated herein
by reference:

       (a)  The Registrant's Annual Report on Form 10-KSB for the fiscal year
            ended December 31, 1995.

       (b)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
            March 31, 1996.

       (c)  The description of the Registrant's Common Stock contained in the
            Registrant's S-1 Registration Statement, Registration No. 33-93096,
            incorporated by reference in the Registration Statement on Form 8-A
            filed with the Commission under Section 12(b) of the Securities
            Exchange Act of 1934, as amended (the "Exchange Act"), on September
            8, 1995 (File No. 026730), including any amendment or report filed
            for the purpose of updating such description.

       All documents subsequently filed by the Registrant and the Stock Option
Plan or MRP pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities registered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference herein and to
be a part
hereof from the date of the filing of such documents. Any statement contained in
this Registration Statement, or in a document incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document which is also
incorporated or deemed to be incorporated by reference herein, 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.

ITEM 4.  DESCRIPTION OF SECURITIES.

       Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

       Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       The Registrant's Articles of Incorporation provide that to the fullest
extent permitted by the North Carolina Business Corporation Act (the "NCBCA"),
no person who serves as a director shall be personally liable to the Registrant
or any of its stockholders or otherwise for monetary damages for breach of any
duty as director. The Registrant's By-laws state that any person who at any time
serves or has served as a director or officer of the Registrant, or who, while
serving as a director or officer of the Registrant, serves or has served at the
request of the Registrant as a director, officer, partner, trustee, employer or
agent of another corporation, partnership, joint venture, trust or other
enterprise, or as a trustee or administrator under an employee benefit plan,
shall have a right to be indemnified by the Registrant to the fullest extent
permitted by law against (a) reasonable expenses, including attorneys' fees,
incurred by him in connection with any threatened, pending or completed civil,
criminal, administrative, investigative, or arbitrative action, suit, or
proceeding (and any appeal therein), whether or not brought by or on behalf of
the Registrant, seeking to hold him liable by reason of the fact that he is or
was acting in such capacity, and (b) reasonable payments made by him in
satisfaction of any judgment, money decree, fine (including an excise tax
assessed with respect to an employee benefit plan) or penalty for which he may
have become liable in any such action, suit or proceeding, or in connection with
a settlement approved by the Board of Directors of any such action, suit or
proceeding.

       Sections 55-8-50 through 55-8-58 of the NCBCA contain provisions
prescribing the extent to which directors and officers shall or may be
indemnified. Section 55-8-51 of the NCBCA permits a corporation, with certain
exceptions, to indemnify a present or former director against liability if (i)
the director conducted himself in good faith, (ii) the director reasonably
believed (x) that the director's conduct in the director's official capacity
with the corporation was in its best interests and (y) in all other cases the
director's conduct was at least not opposed to the corporation's best interests,
and (iii) in the case of any criminal proceeding, the director had no reasonable
cause to believe the director's conduct was unlawful. A corporation may not
indemnify a director in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation or in
connection with a proceeding charging improper personal benefit to the director.
The above standard

                                       2
of conduct is determined by the board of directors, or a committee or special
legal counsel or the shareholders as prescribed in Section 55-8-55.

       Sections 55-8-52 and 55-8-56 of the NCBCA require a corporation to
indemnify a director or officer in the defense of any proceeding to which the
director or officer was a party against reasonable expenses when the director or
officer is wholly successful in the director's or officer's defense, unless the
articles of incorporation provide otherwise. Upon application, the court may
order indemnification of the director or officer if the director or officer is
adjudged fairly and reasonably so entitled under Section 55-8-54.

       In addition, Section 55-8-57 permits a corporation to provide for
indemnification of directors, officers, employees or agents, in its articles of
incorporation or bylaws or by contract or resolution, against liability in
various proceedings and to purchase and maintain insurance policies on behalf of
these individuals.

       The foregoing is only a general summary of certain aspects of North
Carolina law dealing with indemnification of directors and officers and does not
purport to be complete. It is qualified in its entirely by reference to the
relevant statutes, which contain detailed specific provisions regarding the
circumstances under which and the person for whose benefit indemnifications
shall or may be made.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
 
       Not applicable.

ITEM 8.  EXHIBITS

       The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-B):
Exhibit No.                   Description of Document
          -----------                   -----------------------
(4)(i)          The Registrant's Articles of Incorporation
                            (incorporated by reference to Exhibit (3)(i) of the
                            Registrant's S-1 Registration Statement,
                            Registration No. 33-93096)
                      
            (4)(ii)         The Registrant's Bylaws (incorporated by
                            reference to Exhibit (3)(ii) of the Registrant's S-1
                            Registration Statement, Registration No. 33-93096)
                      
            (4)(iii)        Specimen Stock Certificate for the Registrant
                      
            (5)             Opinion of Brooks, Pierce, McLendon, Humphrey
                            & Leonard, L.L.P. as to legality of securities
                            being registered
                      
            (10)(i)         First Savings Financial Corp. Stock Option Plan
3
(10)(ii)          First Savings Bank of Rockingham County, Inc.,
                            SSB Management Recognition Plan

          (23)(i)           Consent of Brooks, Pierce, McLendon, Humphrey
                            & Leonard, L.L.P. (included in Exhibit 5)

          (23)(ii)          Consent of KPMG Peat Marwick LLP
ITEM 9.  UNDERTAKINGS.

       The undersigned Registrant hereby undertakes:

       (1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to the Registration Statement:

            (i)    To include any prospectus required by Section 10(a)(3) of the
                   1933 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. Notwith standing 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% change in the maximum aggregate
                   offering price set forth in the "Calculation of Registration
                   Fee" table in the 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 (1)(i) and (1)(ii) above do not apply 
       --------  -------                                                       
if the Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

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

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

                                       4
The undersigned Registrant hereby undertakes, that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 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.

       Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers, and controlling persons of the Registrant
pursuant to the provisions discussed in Item 6 thereof, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 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 hereby, 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 1933 Act and will be governed by the
final adjudication of such issue.

                                       5
SIGNATURES

     THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Reidsville, State of North Carolina, on the 19th
day of June, 1996.

                                   FIRST SAVINGS FINANCIAL CORP.
                                   Registrant

                                   By:    /s/ David S. Kemp
                                          ----------------------------------
                                          DAVID S. KEMP, PRESIDENT

     Each person whose individual signature appears below hereby makes,
constitutes and appoints David S. Kemp to sign for such person and in such
person's name and capacity indicated below, any and all amendments to this
Registration Statement, including any and all post-effective amendments.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Date:  June 19, 1996        By:  /s/ David S. Kemp
                                 --------------------------------------------------------------
                                 DAVID S. KEMP, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                            (PRINCIPAL EXECUTIVE OFFICER)

Date:  June 19, 1996        By:  /s/ Cynthia F. Teague
                                 --------------------------------------------------------------
                                 CYNTHIA F. TEAGUE, VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND
                                            CHIEF ACCOUNTING OFFICER
                                            (PRINCIPAL FINANCIAL OFFICER AND
                                            PRINCIPAL ACCOUNTING OFFICER)

Date:  June 19, 1996        By:  /s/ Pat F. Brady
                                 --------------------------------------------------------------
                                 PAT F. BRADY, DIRECTOR

Date:  June 19, 1996        By:  /s/ Fred B. Coates
                                 --------------------------------------------------------------
                                 FRED B. COATES, DIRECTOR

Date:  June 19, 1996        By:  /s/ Phillip M. Hooper
                                 --------------------------------------------------------------
                                 PHILLIP M. HOOPER, DIRECTOR
Date:  June 19, 1996        By:  /s/ George I. Richardson
                                 --------------------------------------------------------------
                                 GEORGE I. RICHARDSON, DIRECTOR

Date:  June 19, 1996        By:  /s/ Benton S. Smothers
                                 --------------------------------------------------------------
                                 BENTON S. SMOTHERS, DIRECTOR

Date:  June 19, 1996        By:  /s/ Gilbert R. Upchurch
                                 --------------------------------------------------------------
                                 GILBERT R. UPCHURCH, DIRECTOR
EXHIBIT INDEX
Method of         Sequentially        
Exhibit No.                  Description                         Filing           Numbered Page       
- -----------                  -----------                        ---------         -------------
(4)(i)       The Registrant's Articles of                  Incorporated by          - - -           
               Incorporation                                 Reference                                
                                                                                                      
  (4)(ii)      The Registrant's Bylaws                       Incorporated by          - - -          
                                                             Reference                                
                                                                                                      
  (4)(iii)     Specimen Stock Certificate for the            Filed Herewith                           
               Registrant                                                                             
                                                                                                      
    (5)        Opinion of Brooks, Pierce, McLendon,          Filed Herewith                           
               Humphrey & Leonard, L.L.P. as to                                                       
               legality of securities being registered                                                
                                                                                                      
  (10)(i)      First Savings Financial Corp. Stock           Filed Herewith                           
               Option Plan                                                                            
                                                                                                      
  (10)(ii)     First Savings Bank of Rockingham              Filed Herewith                           
               County, Inc., SSB Management                                                           
               Recognition Plan                                                                       
                                                                                                      
  (23)(i)      Consent of Brooks, Pierce, McLendon,          Filed Herewith                           
               Humphrey & Leonard, L.L.P. (included                                                   
               in Exhibit 5)                                                                          
                                                                                                      
  (23)(ii)     Consent of KPMG Peat Marwick LLP              Filed Herewith
8