333-_________
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------
                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                   -----------

                         FIRST FINANCIAL BANCORPORATION
             (Exact name of registrant as specified in its charter)


             IOWA                                               42-1259867
-------------------------------                            -------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)



                204 East Washington Street, Iowa City, Iowa 52240
--------------------------------------------------------------------------------
          (Address of principal executive offices, including zip code)

                         FIRST FINANCIAL BANCORPORATION
                          1997 STOCK COMPENSATION PLAN
                            (Full title of the Plan)

                              A. RUSSELL SCHMEISER
               Executive Vice President & Chief Operating Officer
                   204 East Washington, Iowa City, Iowa 52240
                     (Name and address of agent for service)

                                 (319) 356-9038
     (Telephone number, including area code of agent for service of process)


                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title            Amount         Proposed        Proposed      Amount
Securities       to be          Maximum         Maximum       of
to be            Registered     Offering        Aggregate     Registration Fee
Registered                      Price pe        Offering      (1/33rd of 1% of
                                Share*          Price         Aggregate Offering
                                                              Price)
--------------------------------------------------------------------------------
$1.25 Par Value
Common Stock     262,500        $23.75          $6,234,375    $1,889.20
--------------------------------------------------------------------------------

*Pursuant  to Rule 457(c) and (h),  based on the average bid and asked prices of
shares of the  Registrant's  Common Stock as of August 25, 1997, on the National
Association of Securities Dealers OTC Bulletin Board.

                             Exhibit Index - Page 9
                               Page 1 of 11 Pages
                                        1

<PAGE>



Cross Reference Sheet Showing Location
of Items Called for by Form S-8


Form S-8 Item No.                           Caption in Prospectus

1 ..........................................Not Applicable

2 ..........................................Not Applicable

                                            Caption in Registration Statement

3 ..........................................Incorporation of Documents
                                            by Reference

4 ..........................................Description of Securities

5 ..........................................Interests of Named Experts
                                            and Counsel

6 ..........................................Indemnification of Directors
                                            and Officers

7 ..........................................Exemption from Registration
                                            Claimed

8 ..........................................Exhibits...

9 ..........................................Undertakings



                                        2

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following  documents filed with the Securities and Exchange  Commission (the
"Commission") are incorporated herein by reference:

a) The  Registrant's  latest annual report filed on Form 10-K, filed pursuant to
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the
"Exchange Act") which contains audited financial statements for the Registrant's
latest fiscal year.

b) All other reports filed  pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act since the end of the fiscal  year  covered  by the  annual  report
referred to in (a) above.

c)  The  description  of  such  class  securities  which  is  contained  in  the
Registrant's  Registration Statement filed under Section 12 of the Exchange Act,
including  any  amendments  or report  filed for the  purpose of  updating  such
description.

d) The  Registrant's  definitive proxy statement filed pursuant to Section 14 of
the  Exchange  Act  in  connection   with  the  latest  annual  meeting  of  its
stockholders,  and any definitive  proxy or  information  statements so filed in
connection with any subsequent special meetings of its stockholders.

e) Information as to stock options, including the amount outstanding, exercises,
prices and expiration  dates,  included in the  Registrant's  proxy  statements,
annual reports or appendices to the prospectus.

All reports and other documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of
a post-effective  amendment to this Registration  Statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining  unsold,  shall be deemed to be incorporated by reference  herein
and to be a part  thereof  from  the  date of the  filing  of such  reports  and
documents.

Any statement contained in a document  incorporated or deemed to be incorporated
by reference herein shall be deemed to be  supplemented,  modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other  subsequently filed document that also is or is
deemed  to  be  incorporated  by  reference  herein  supplements,   modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so supplemented,  modified or superseded, to constitute
a part of this Registration Statement.



                                        3

<PAGE>



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  Composite  Restatement of Articles of  Incorporation  and
Composite  Restatement of Corporate  Bylaws  provide that the  Registrant  shall
indemnify its  directors,  officers,  employees and agents to the fullest extent
permitted by the Iowa Business  Corporation Act (the "IBCA").  The IBCA provides
that a company may  indemnify its officers and directors if (i) the person acted
in good faith, and (ii) the person reasonably  believed,  in the case of conduct
in the person's official capacity with the company,  that the conduct was in the
company's best interests,  and in all other cases, that the person's conduct was
at least not opposed to the company's  best  interests,  and (iii)in the case of
any  criminal  proceeding,  the person  had  noreasonable  cause to believe  the
person's conduct was unlawful.  The Registrant is required to indemnify officers
and  directors  against  reasonable  expenses  incurred in  connection  with any
proceeding in which they are wholly successful,  on the merits or otherwise,  to
which the  person  may be a party  because  of the  person's  position  with the
Registrant.  If  the  proceeding  is by or  in  the  right  of  the  Registrant,
indemnification  may be made only for reasonable expenses and may not be made in
respect of any proceeding in which the person shall have been adjudged liable to
the  Registrant.  Further,  any such person may not be indemnified in respect to
any proceeding that charges improper  personal  benefit to the person,  in which
the person shall have been adjudged to be liable.

The Registrant  maintains  directors' and officers' liability  insurance,  which
indemnifies directors and officers of the Registrant against certain damages and
expenses  relating  to  claims  against  them  for  negligent  acts,  errors  or
omissions.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.


ITEM 8.   EXHIBITS

A list of exhibits included as part of this Registration  Statement is set forth
in the Exhibit  Index which  immediately  precedes  such  exhibits and is hereby
incorporated by reference herein.



                                        4

<PAGE>



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:

          (i)  To include any  prospectus  required  by section  10(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  Registration  Statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represents  a  fundamental  change  in  the
               information set forth 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 a(1)(i) and (a)(1)(ii) do not apply
          if  the  information  required  to  be  included  in a  post-effective
          amendment by those  paragraphs is contained in periodic  reports filed
          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
          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 (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.

(c)      The undersigned  registrant hereby undertakes to deliver or cause to be
         delivered with the prospectus, to each person to whom the prospectus is
         sent or given,  the latest annual report,  to security  holders that is
         incorporated by reference in the prospectus and furnished pursuant

                                        5

<PAGE>

         to and meeting the  requirements  of Rule 14a-3 or Rule 14c-3 under the
         Securities   Exchange  Act  of  1934;  and,  where  interim   financial
         information  required to be presented by Article 3 of Regulation S-X is
         not set forth in the prospectus,  to deliver,  or cause to be delivered
         to each  person to whom the  prospectus  is sent or given,  the  latest
         quarterly report that is specifically  incorporated by reference in the
         prospectus to provide such interim financial information.

(d)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 (the "Act") may be permitted to directors, officers and controlling
     persons  of  the  Registrant  pursuant  to  the  foregoing  provisions,  or
     otherwise,  the  Registrant  has been  advised  that in the  opinion of the
     Commission  such  indemnification  is against public policy as expressed in
     the Act and is,  therefore,  unenforceable.  In the event  that a claim for
     indemnification  against  such  liabilities  (other than the payment by the
     Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
     controlling  person of the  Registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.

                                        6

<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 Iowa  City,  State of Iowa on the 26th day of August,
1997.

                                    FIRST FINANCIAL BANCORPORATION
                                        (Registrant)


                                        //s//Robert M. Sierk
                                    By ________________________________________
                                       Robert M. Sierk
                                       President and Chief Executive Officer


                                POWER OF ATTORNEY

Know all men by these presents,  that each of the undersigned hereby constitutes
and appoints  Robert M. Sierk and A. Russell  Schmeiser,  and each of them,  his
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and  resubstitution,  for him and in his name,  place and stead,  in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all  intents  and  purposes  as they might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or their 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 by the following  persons in the capacities and on the
date indicated.

                                        7

<PAGE>



         SIGNATURE                   TITLE                             DATE

//s//Robert M. Sierk
------------------------    President, Chief Executive Officer,  August 26, 1997
Robert M. Sierk             and Director

//s//A. Russell Schmeiser
------------------------    Executive Vice President, Chief      August 26, 1997
A. Russell Schmeiser        Operating Officer, Principal Financial
                            Officer and Director

//s//Fritz L. Duda
------------------------    Director                             August 26, 1997
Fritz L. Duda

//s//Ralph J.Russell
------------------------    Director                             August 26, 1997
Ralph J. Russell

//s//Larry D. Ward
------------------------    Director and Chairman of             August 26, 1997
Larry D. Ward               the Board


                                        8

<PAGE>



                         FIRST FINANCIAL BANCORPORATION

                         FORM S-8 REGISTRATION STATEMENT

                                  Exhibit Index

Reg. S-K
Item 601
Exhibit No.                    Exhibit                                    Page #

4       Instruments defining the rights of security holders. See ...............
        "Description of the Common Stock of the Holding Company"
        at page 30 of Amendment No. 1 to the Registration Statement
        Form S-4 filed under  Registration  Statement  Number 33-893 dated
        November 12, 1985.

5       Opinion of Nyemaster, Goode, Voigts, West, Hansell & O'Brien,.........10
        P.C., legal counsel to Registrant

23(a)   Consent of McGladrey & Pullen, LLP, Independent Auditors .............11

23(b)   Consent of Nyemaster, Goode, Voigts, West, Hansell & O'Brien,.........10
        P.C., legal counsel to Registrant (included as part of Exhibit 5)

24      Powers of Attorney ...................................................7

99(a)   First Financial  Bancorporation  1997 Stock  Compensation  Plan as
        adopted by shareholders  on April 8, 1997,  filed as an Exhibit to
        the Registrant's  March 7, 1997 Proxy  Statement,  is incorporated
        herein by reference.

*Only  pages of  manually  signed  original of the  Registration  Statement  are
numbered sequentially.

                                                         9

<PAGE>

                                    EXHIBIT 5

                                 August 15, 1997
Board of Directors
First Financial Bancorporation
204 East Washington Street
Iowa City, Iowa  52240

Gentlemen:

We have  acted as legal  counsel  for First  Financial  Bancorporation,  an Iowa
corporation (the "Company"),  in connection with the proposed  issuance of up to
an aggregate  of 262,500  shares of the  Company's  $1.25 Par Value Common Stock
(the  "Shares")  pursuant to the  Company's  1997 Stock  Compensation  Plan (the
"Plan").

We have examined  originals or copies,  certified or otherwise  identified to my
satisfaction,  of  such  corporate  records,  certificates,  and  statements  of
officers and  accountants of the Company and of public  officials and such other
documents  as  we  have  considered  relevant  and  necessary  for  the  opinion
hereinafter set forth.

On the basis of the foregoing, it is our opinion that when the Shares are issued
in accordance with the Plan they shall have been legally issued,  fully paid and
non-assessable Shares of the Company.

We hereby  consent to the filing of this opinion as an Exhibit to the  Company's
Registration Statement on Form S-8.

Very truly yours,

Nyemaster, Goode, Voigts, West,
   Hansell & O'Brien, P.C.

    //s//Gregory P. Page
By________________________
    Gregory P. Page


                                       10

<PAGE>


                 EXHIBIT 23(a) - CONSENT OF INDEPENDENT AUDITORS







We consent to the  incorporation by reference in the  Registration  Statement on
Form  S-8  pertaining  to  the  First   Financial   Bancorporation   1997  Stock
Compensation  Plan of our report  dated  February 7, 1997,  with  respect to the
consolidated   financial  statements  of  First  Financial   Bancorporation  and
subsidiaries,  included  in its  Annual  Report  (Form  10-K) for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.

                                                        //s//McGladrey & Pullen
                                                         McGLADREY & PULLEN, LLP


Iowa City, Iowa
August 26, 1997

                                       11

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "1997 STOCK COMPENSATION PLAN", "secsgml_size_bytes": 20617}]
{"company-data": {"conformed-name": "FIRST FINANCIAL BANCORPORATION /IA/", "cik": "0000779633", "assigned-sic": "6022", "irs-number": "421259867", "state-of-incorporation": "IA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34427", "film-number": "97670547"}, "business-address": {"street1": "204 E WASHINGTON ST", "city": "IOWA CITY", "state": "IA", "zip": "52240", "phone": "3193569067"}, "mail-address": {"street1": "204 EAST WASHINGTON ST", "city": "IOWA CITY", "state": "IA", "zip": "52240"}}
333-_________
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------
                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                   -----------

                         FIRST FINANCIAL BANCORPORATION
             (Exact name of registrant as specified in its charter)

             IOWA                                               42-1259867
-------------------------------                            -------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

                204 East Washington Street, Iowa City, Iowa 52240
--------------------------------------------------------------------------------
          (Address of principal executive offices, including zip code)

                         FIRST FINANCIAL BANCORPORATION
                          1997 STOCK COMPENSATION PLAN
                            (Full title of the Plan)

                              A. RUSSELL SCHMEISER
               Executive Vice President & Chief Operating Officer
                   204 East Washington, Iowa City, Iowa 52240
                     (Name and address of agent for service)

                                 (319) 356-9038
     (Telephone number, including area code of agent for service of process)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title            Amount         Proposed        Proposed      Amount
Securities       to be          Maximum         Maximum       of
to be            Registered     Offering        Aggregate     Registration Fee
Registered                      Price pe        Offering      (1/33rd of 1% of
                                Share*          Price         Aggregate Offering
                                                              Price)
--------------------------------------------------------------------------------
$1.25 Par Value
Common Stock     262,500        $23.75          $6,234,375    $1,889.20
--------------------------------------------------------------------------------

*Pursuant  to Rule 457(c) and (h),  based on the average bid and asked prices of
shares of the  Registrant's  Common Stock as of August 25, 1997, on the National
Association of Securities Dealers OTC Bulletin Board.

                             Exhibit Index - Page 9
                               Page 1 of 11 Pages
                                        1
Cross Reference Sheet Showing Location
of Items Called for by Form S-8

Form S-8 Item No.                           Caption in Prospectus

1 ..........................................Not Applicable

2 ..........................................Not Applicable

                                            Caption in Registration Statement

3 ..........................................Incorporation of Documents
                                            by Reference

4 ..........................................Description of Securities

5 ..........................................Interests of Named Experts
                                            and Counsel

6 ..........................................Indemnification of Directors
                                            and Officers

7 ..........................................Exemption from Registration
                                            Claimed

8 ..........................................Exhibits...

9 ..........................................Undertakings

                                        2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following  documents filed with the Securities and Exchange  Commission (the
"Commission") are incorporated herein by reference:

a) The  Registrant's  latest annual report filed on Form 10-K, filed pursuant to
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the
"Exchange Act") which contains audited financial statements for the Registrant's
latest fiscal year.

b) All other reports filed  pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act since the end of the fiscal  year  covered  by the  annual  report
referred to in (a) above.

c)  The  description  of  such  class  securities  which  is  contained  in  the
Registrant's  Registration Statement filed under Section 12 of the Exchange Act,
including  any  amendments  or report  filed for the  purpose of  updating  such
description.

d) The  Registrant's  definitive proxy statement filed pursuant to Section 14 of
the  Exchange  Act  in  connection   with  the  latest  annual  meeting  of  its
stockholders,  and any definitive  proxy or  information  statements so filed in
connection with any subsequent special meetings of its stockholders.

e) Information as to stock options, including the amount outstanding, exercises,
prices and expiration  dates,  included in the  Registrant's  proxy  statements,
annual reports or appendices to the prospectus.

All reports and other documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of
a post-effective  amendment to this Registration  Statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining  unsold,  shall be deemed to be incorporated by reference  herein
and to be a part  thereof  from  the  date of the  filing  of such  reports  and
documents.

Any statement contained in a document  incorporated or deemed to be incorporated
by reference herein shall be deemed to be  supplemented,  modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other  subsequently filed document that also is or is
deemed  to  be  incorporated  by  reference  herein  supplements,   modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so supplemented,  modified or superseded, to constitute
a part of this Registration Statement.

                                        3
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  Composite  Restatement of Articles of  Incorporation  and
Composite  Restatement of Corporate  Bylaws  provide that the  Registrant  shall
indemnify its  directors,  officers,  employees and agents to the fullest extent
permitted by the Iowa Business  Corporation Act (the "IBCA").  The IBCA provides
that a company may  indemnify its officers and directors if (i) the person acted
in good faith, and (ii) the person reasonably  believed,  in the case of conduct
in the person's official capacity with the company,  that the conduct was in the
company's best interests,  and in all other cases, that the person's conduct was
at least not opposed to the company's  best  interests,  and (iii)in the case of
any  criminal  proceeding,  the person  had  noreasonable  cause to believe  the
person's conduct was unlawful.  The Registrant is required to indemnify officers
and  directors  against  reasonable  expenses  incurred in  connection  with any
proceeding in which they are wholly successful,  on the merits or otherwise,  to
which the  person  may be a party  because  of the  person's  position  with the
Registrant.  If  the  proceeding  is by or  in  the  right  of  the  Registrant,
indemnification  may be made only for reasonable expenses and may not be made in
respect of any proceeding in which the person shall have been adjudged liable to
the  Registrant.  Further,  any such person may not be indemnified in respect to
any proceeding that charges improper  personal  benefit to the person,  in which
the person shall have been adjudged to be liable.

The Registrant  maintains  directors' and officers' liability  insurance,  which
indemnifies directors and officers of the Registrant against certain damages and
expenses  relating  to  claims  against  them  for  negligent  acts,  errors  or
omissions.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.   EXHIBITS

A list of exhibits included as part of this Registration  Statement is set forth
in the Exhibit  Index which  immediately  precedes  such  exhibits and is hereby
incorporated by reference herein.

                                        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:

          (i)  To include any  prospectus  required  by section  10(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  Registration  Statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represents  a  fundamental  change  in  the
               information set forth 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 a(1)(i) and (a)(1)(ii) do not apply
          if  the  information  required  to  be  included  in a  post-effective
          amendment by those  paragraphs is contained in periodic  reports filed
          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
          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 (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.

(c)      The undersigned  registrant hereby undertakes to deliver or cause to be
         delivered with the prospectus, to each person to whom the prospectus is
         sent or given,  the latest annual report,  to security  holders that is
         incorporated by reference in the prospectus and furnished pursuant

                                        5
to and meeting the  requirements  of Rule 14a-3 or Rule 14c-3 under the
         Securities   Exchange  Act  of  1934;  and,  where  interim   financial
         information  required to be presented by Article 3 of Regulation S-X is
         not set forth in the prospectus,  to deliver,  or cause to be delivered
         to each  person to whom the  prospectus  is sent or given,  the  latest
         quarterly report that is specifically  incorporated by reference in the
         prospectus to provide such interim financial information.

(d)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 (the "Act") may be permitted to directors, officers and controlling
     persons  of  the  Registrant  pursuant  to  the  foregoing  provisions,  or
     otherwise,  the  Registrant  has been  advised  that in the  opinion of the
     Commission  such  indemnification  is against public policy as expressed in
     the Act and is,  therefore,  unenforceable.  In the event  that a claim for
     indemnification  against  such  liabilities  (other than the payment by the
     Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
     controlling  person of the  Registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.

                                        6
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 Iowa  City,  State of Iowa on the 26th day of August,
1997.

                                    FIRST FINANCIAL BANCORPORATION
                                        (Registrant)

                                        //s//Robert M. Sierk
                                    By ________________________________________
                                       Robert M. Sierk
                                       President and Chief Executive Officer

                                POWER OF ATTORNEY

Know all men by these presents,  that each of the undersigned hereby constitutes
and appoints  Robert M. Sierk and A. Russell  Schmeiser,  and each of them,  his
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and  resubstitution,  for him and in his name,  place and stead,  in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all  intents  and  purposes  as they might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or their 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 by the following  persons in the capacities and on the
date indicated.

                                        7
SIGNATURE                   TITLE                             DATE

//s//Robert M. Sierk
------------------------    President, Chief Executive Officer,  August 26, 1997
Robert M. Sierk             and Director

//s//A. Russell Schmeiser
------------------------    Executive Vice President, Chief      August 26, 1997
A. Russell Schmeiser        Operating Officer, Principal Financial
                            Officer and Director

//s//Fritz L. Duda
------------------------    Director                             August 26, 1997
Fritz L. Duda

//s//Ralph J.Russell
------------------------    Director                             August 26, 1997
Ralph J. Russell

//s//Larry D. Ward
------------------------    Director and Chairman of             August 26, 1997
Larry D. Ward               the Board

                                        8
FIRST FINANCIAL BANCORPORATION

                         FORM S-8 REGISTRATION STATEMENT

                                  Exhibit Index

Reg. S-K
Item 601
Exhibit No.                    Exhibit                                    Page #

4       Instruments defining the rights of security holders. See ...............
        "Description of the Common Stock of the Holding Company"
        at page 30 of Amendment No. 1 to the Registration Statement
        Form S-4 filed under  Registration  Statement  Number 33-893 dated
        November 12, 1985.

5       Opinion of Nyemaster, Goode, Voigts, West, Hansell & O'Brien,.........10
        P.C., legal counsel to Registrant

23(a)   Consent of McGladrey & Pullen, LLP, Independent Auditors .............11

23(b)   Consent of Nyemaster, Goode, Voigts, West, Hansell & O'Brien,.........10
        P.C., legal counsel to Registrant (included as part of Exhibit 5)

24      Powers of Attorney ...................................................7

99(a)   First Financial  Bancorporation  1997 Stock  Compensation  Plan as
        adopted by shareholders  on April 8, 1997,  filed as an Exhibit to
        the Registrant's  March 7, 1997 Proxy  Statement,  is incorporated
        herein by reference.

*Only  pages of  manually  signed  original of the  Registration  Statement  are
numbered sequentially.

                                                         9
EXHIBIT 5

                                 August 15, 1997
Board of Directors
First Financial Bancorporation
204 East Washington Street
Iowa City, Iowa  52240

Gentlemen:

We have  acted as legal  counsel  for First  Financial  Bancorporation,  an Iowa
corporation (the "Company"),  in connection with the proposed  issuance of up to
an aggregate  of 262,500  shares of the  Company's  $1.25 Par Value Common Stock
(the  "Shares")  pursuant to the  Company's  1997 Stock  Compensation  Plan (the
"Plan").

We have examined  originals or copies,  certified or otherwise  identified to my
satisfaction,  of  such  corporate  records,  certificates,  and  statements  of
officers and  accountants of the Company and of public  officials and such other
documents  as  we  have  considered  relevant  and  necessary  for  the  opinion
hereinafter set forth.

On the basis of the foregoing, it is our opinion that when the Shares are issued
in accordance with the Plan they shall have been legally issued,  fully paid and
non-assessable Shares of the Company.

We hereby  consent to the filing of this opinion as an Exhibit to the  Company's
Registration Statement on Form S-8.

Very truly yours,

Nyemaster, Goode, Voigts, West,
   Hansell & O'Brien, P.C.

    //s//Gregory P. Page
By________________________
    Gregory P. Page

                                       10
EXHIBIT 23(a) - CONSENT OF INDEPENDENT AUDITORS

We consent to the  incorporation by reference in the  Registration  Statement on
Form  S-8  pertaining  to  the  First   Financial   Bancorporation   1997  Stock
Compensation  Plan of our report  dated  February 7, 1997,  with  respect to the
consolidated   financial  statements  of  First  Financial   Bancorporation  and
subsidiaries,  included  in its  Annual  Report  (Form  10-K) for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.

                                                        //s//McGladrey & Pullen
                                                         McGLADREY & PULLEN, LLP

Iowa City, Iowa
August 26, 1997

                                       11