<PAGE>


As filed with the Securities and Exchange Commission on October 10, 2006
                                             Registration No. 333-______________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                AMERIANA BANCORP
   (Exact name of registrant as specified in its certificate of incorporation)

          INDIANA                                        35-1782688
 (State or other jurisdiction of             (IRS Employer Identification No.)
incorporation or organization)
                                2118 BUNDY AVENUE
                         NEW CASTLE, INDIANA 47362-1048
                                 (765) 529-2230
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                 AMERIANA BANCORP 2006 LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)
                       ---------------------------------
                                               COPIES TO:
JEROME J. GASSEN                               SCOTT A. BROWN
PRESIDENT AND CHIEF EXECUTIVE OFFICER          SUZANNE A. WALKER
AMERIANA BANCORP                               MULDOON MURPHY & AGUGGIA LLP
2118 BUNDY AVENUE                              5101 WISCONSIN AVENUE, N.W.
NEW CASTLE, INDIANA  47362                     WASHINGTON, DC 20016
(765) 529-2230                                 (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
<TABLE>
<CAPTION>
                                         CALCULATION OF REGISTRATION FEE

====================================================================================================================
                                                      Proposed Maximum       Proposed Maximum         Amount of
  Title of each Class of         Amount to be        Offering Price Per     Aggregate Offering      Registration
Securities to be Registered      Registered(1)            Share(3)               Price(4)               Fee
--------------------------------------------------------------------------------------------------------------------
     <S>                          <C>                    <C>                    <C>                    <C>
      Common Stock
     $.01 Par Value               225,000(2)             $13.58                 $3,055,500             $327
====================================================================================================================
</TABLE>
(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 Ameriana Bancorp 2006 Long-Term Incentive Plan (the "Plan") as the
     result of a stock split, stock dividend or similar adjustment to the
     outstanding common stock of Ameriana Bancorp (the "Common Stock") pursuant
     to 17 C.F.R. ss.230.416(a).
(2)  Represents the shares which may be issued upon the vesting or exercise of
     awards under the Plan.
(3)  The average of the high and low price of the Common Stock as reported on
     the Nasdaq Global Market on October 2, 2006 in accordance with 17 C.F.R.
     ss.230.457(c).
(4)  Estimated solely for the purpose of calculating the registration fee.

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


<PAGE>


AMERIANA BANCORP

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

ITEMS 1 & 2. The document containing the information for the Ameriana Bancorp
2006 Long-Term Incentive Plan ("2006 Plan") required by Part I of the
Registration Statement will be sent or given to the participants in the 2006
Plan as specified by Rule 428(b)(1). Said document is not filed with the
Securities and Exchange Commission (the "SEC") either as a part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424, in reliance on Rule 428. Said document and the information
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus for the Registration
Statement.

PART II           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed or to be filed by Ameriana Bancorp (the
"Company" or the "Registrant") with the SEC are incorporated by reference in
this Registration Statement:


         (a)      The Registrant's Quarterly Reports on Form 10-Q for the
                  quarters ended March 31, 2006 (File No. 000-18392) and June
                  30, 2006 (File No. 000-18392), filed with the SEC on May 12,
                  2006 and August 11, 2006 respectively.

         (b)      The Annual Report on Form 10-K filed by the Registrant for the
                  fiscal year ended December 31, 2005, filed with the SEC on
                  March 30, 2006, which includes the consolidated balance sheets
                  of the Company and subsidiaries as of December 31, 2005 and
                  December 31, 2004 (File No. 000-18392).

         (c)      The Current Reports on Form 8-K filed by the Registrant with
                  the SEC on August 16, 2006, August 9, 2006, May 19, 2006 and
                  May 4, 2006 (in each case other than those portions furnished
                  under Item 2.02, 7.01, or 9.01 of Form 8-K).

         (d)      A description of the Registrant's securities contained in the
                  Registrant's Statement on Form 8-K12G3 (File No. 000-18392) as
                  filed with the SEC on March 19, 1990.

         (e)      All documents filed by the Registrant pursuant to Sections
                  13(a) and (c), 14 or 15(d) of the Securities Exchange Act of
                  1934, as amended (the "Exchange Act"), except items 2.02, 7.01
                  and 9.01 filed under Form 8-K, after the date hereof and prior
                  to the filing of a post-effective amendment which deregisters
                  all securities then remaining unsold.

         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 ALSO IS 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.


<PAGE>

ITEM 4.  DESCRIPTION OF SECURITIES

         The common stock to be offered pursuant to the 2006 Plan has been
registered pursuant to Section 12 of the Exchange Act. Accordingly, a
description of the common stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

         The validity of the Common Stock offered hereby has been passed upon by
Muldoon Murphy & Aguggia LLP, Washington, DC, for the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article XVIII of the Ameriana Bancorp (the "Corporation") Articles of
Incorporation provides:

         A. Persons. The Corporation shall indemnify, to the extent provided in
            -------
paragraphs B, D or F:

         1. any person who is or was a director, officer, employee, of the
Corporation; and

         2. any person who serves or served at the Corporation's request as a
director, officer, employee, partner or trustee of another corporation,
partnership, joint venture, trust or other enterprise.

         B. Extent -- Derivative Suits. In case of a threatened, pending or
            --------------------------
completed action or suit by or in the right of the Corporation against a person
named in paragraph A by reason of his holding a position named in paragraph A,
the Corporation shall indemnify him if he satisfies the standard in paragraph C,
for amounts (including attorneys' fees) actually and reasonably incurred by him
in connection with the defense or settlement of the action or suit.

         C. Standard -- Derivative Suits. In case of a threatened, pending or
            ----------------------------
completed action or suit by or in the right of the Corporation, a person named
in paragraph A shall be indemnified only if:

         1. he is successful on the merits or otherwise; or

         2. he acted in good faith in the transaction which is the subject of
the suit or action, and in a manner he reasonably believed to be in, or not
opposed to, the best interest of the Corporation, including, but not limited to,
the taking of any and all actions in connection with the Corporation's response
to any tender offer or any offer or proposal of another party to engage in a
Business Combination (as defined in Article XV of the Corporation's Articles of
Incorporation) not approved by the board of directors. However, he shall not be
indemnified in respect of any claim, issue or matter as to which he has been
adjudged liable to the Corporation unless (and only to the extent that) the
court in which the suit was brought shall determine, upon application, that
despite the adjudication but in view of all the circumstances, he is fairly and
reasonably entitled to indemnity for such expenses as the court shall deem
proper.

         D. Extent -- Nonderivative Suits. In case of a threatened, pending or
            -----------------------------
completed suit, action or proceeding (whether civil, criminal, administrative or
investigative), other than a suit by or in the right of the Corporation,
together hereafter referred to as a nonderivative suit, against a person named
in paragraph A by reason of his holding a position named in paragraph A, the

                                       2

<PAGE>

Corporation shall indemnify him if he satisfies the standard in paragraph E, for
amounts actually and reasonably incurred by him in connection with the defense
or settlement of the nonderivative suit, including, but not limited to (i)
expenses (including attorneys' fees), (ii) amounts paid in settlement, (iii)
judgments, and (iv) fines.

         E. Standard -- Nonderivative Suits. In case of a nonderivative suit, a
            -------------------------------
person named in paragraph A shall be indemnified only if:

         1. he is successful on the merits or otherwise; or

         2. he acted in good faith in the transaction which is the subject of
the nonderivative suit and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, including, but not limited
to, the taking of any and all actions in connection with the Corporation's
response to any tender offer or any offer or proposal of another party to engage
in a Business Combination (as defined in Article XV of the Company's Articles of
Incorporation) not approved by the board of directors and, with respect to any
criminal action or proceeding, he had no reasonable cause to believe his conduct
was unlawful. The termination of a nonderivative suit by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent
shall not, in itself, create a presumption that the person failed to satisfy the
standard of this paragraph E.2.

         F. Determination That Standard Has Been Met. A determination that the
            ----------------------------------------
standard of paragraph C or E has been satisfied may be made by a court, or,
except as stated in paragraph C.2 (second sentence), the determination may be
made by:

         1. the board of directors by a majority vote of a quorum consisting of
directors of the Corporation who were not parties to the action, suit or
proceeding; or

         2. independent legal counsel (appointed by a majority of the
disinterested directors of the Corporation, whether or not a quorum, or, if
there is no disinterested director, appointed by a court of competent
jurisdiction) in a written opinion; or

         3. the shareholders of the Corporation.

         G. Proration. Anyone making a determination under paragraph F may
            ---------
determine that a person has met the standard as to some matters but not as to
others, and may reasonably prorate amounts to be indemnified.

         H. Advance Payment. The Corporation may pay in advance any expenses
            ---------------
(including attorneys' fees) which may become subject to indemnification under
paragraphs A-G if the person receiving the payment undertakes in writing to
repay the same if it is ultimately determined that he is not entitled to
indemnification by the Corporation under paragraphs A-G.

         I. Nonexclusive. The indemnification and advancement of expenses
            ------------
provided by paragraphs A-H or otherwise granted pursuant to Indiana law shall
not be exclusive of any other rights to which a person may be entitled by law,
bylaw, agreement, vote of shareholders or disinterested directors, or otherwise.

         J. Continuation. The indemnification and advance payment provided by
            ------------
paragraphs A-H shall continue as to a person who has ceased to hold a position
named in paragraph A and shall inure to his heirs, executors and administrators.


                                       3

<PAGE>

         K. Insurance. The Corporation may purchase and maintain insurance on
            ---------
behalf of any person who holds or who has held any position named in paragraph
A, against any liability incurred by him in any such position, or arising out of
his status as such, whether or not the Corporation would have power to indemnify
him against such liability under paragraphs A-H of this Article XVIII.

         L. Savings Clause. If this Article XVIII or any portion hereof shall be
            --------------
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director, officer, employee, and
agent of the Corporation as to costs, charges, and expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement with respect
to any action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, including an action by or in the right of the Corporation to the
full extent permitted by any applicable portion of this Article XVIII that shall
not have been invalidated and to the full extent permitted by applicable law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  LIST OF EXHIBITS

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

         5           Opinion of Muldoon  Murphy & Aguggia  LLP,  Washington,
                     DC, as to the legality of the Common Stock registered
                     hereby.

         10.1        Ameriana Bancorp 2006 Long-Term Incentive Plan.(1)

         10.2        Form of Award Agreements

         23.1        Consent of Muldoon Murphy & Aguggia LLP (contained in the
                     opinion included as Exhibit 5).

         23.2        Consent of BKD LLP.

         24          Power of Attorney is located on the signature pages.

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;

--------------------------------
(1) Incorporated by reference herein to Appendix A of Ameriana Bancorp
    Definitive Proxy Statement on Schedule 14A filed with the SEC on April 14,
    2006 (SEC File No. 001-18392).

                                       4
<PAGE>

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the registration statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the registration
                                    statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high end of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Securities and Exchange Commission pursuant
                                    to Rule 424(b) if, in the aggregate, the
                                    changes in volume and price represent no
                                    more than 20 percent change in the maximum
                                    aggregate offering price set forth in the
                                    "Calculation of Registration Fee" table in
                                    the effective registration statement; and

                           (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) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed or
furnished to the Securities and Exchange Commission by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into this 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 15(d) of the Securities Exchange
                  Act of 1934 (and, where applicable, each filing of an employee
                  benefit plan's annual report pursuant to Section 15(d) of the
                  Securities Exchange Act of 1934) that is incorporated by
                  reference in the Registration Statement shall be deemed to be
                  a new Registration Statement relating to the securities
                  offered therein, and the offering of such securities at that
                  time shall be deemed to be the initial BONA FIDE offering
                  thereof.

         (c)-(g)  Not applicable.

         (h)      Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the registrant pursuant to the
                  foregoing provisions, or otherwise, the registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as


                                       5

<PAGE>


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

         (i)-(l)  Not applicable.



                                       6
<PAGE>



                                   SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, Ameriana Bancorp
hereby 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 New Castle, Indiana, on October 10, 2006.

                                 AMERIANA BANCORP



                          By:    /s/ Jerome J. Gassen
                                 -----------------------------------------------
                                 Jerome J. Gassen
                                 Director, President and Chief Executive Officer
                                 (Principal Executive Officer)

         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.

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Gassen) constitutes and appoints Jerome J. Gassen, and Mr.
Gassen constitutes and appoints Bradley L. Smith, as the true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to the Form S-8 Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
U.S. Securities and Exchange Commission, respectively, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and things requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Name                                          Title                                   Date
----                                          -----                                   ----
<S>                                         <C>                                       <C>
/s/ Jerome J. Gassen                        Director, President and Chief             October 10, 2006
--------------------------------            Executive Officer (Principal
Jerome J. Gassen                            Executive Officer)


/s/ Bradley L. Smith                        Senior Vice President,                    October 10, 2006
---------------------------------           Treasurer and Chief Financial Officer
Bradley L. Smith                            (Principal Financial and
                                            Accounting Officer)


/s/ Donald C. Danielson                     Director                                  October 10, 2006
---------------------------------
Donald C. Danielson


/s/ R. Scott Hayes                          Director                                  October 10, 2006
---------------------------------
R. Scott Hayes


<PAGE>


/s/ Michael E. Kent                         Chairman of the Board                     October 10, 2006
---------------------------------
Michael E. Kent


/s/ Charles M. Drackett, Jr.                Director                                  October 10, 2006
---------------------------------
Charles M. Drackett, Jr.


/s/ Richard E. Hennessey                    Director                                  October 10, 2006
---------------------------------
Richard E. Hennessey


/s/ Ronald R. Pritzke                       Director                                  October 10, 2006
---------------------------------
Ronald R. Pritzke

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "amerianas8oct6-06.txt", "secsgml_size_bytes": 26083}]
{"company-data": {"conformed-name": "AMERIANA BANCORP", "cik": "0000855574", "assigned-sic": "6035", "irs-number": "351782688", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-137911", "film-number": "061136754"}, "business-address": {"street1": "2118 BUNDY AVENUE", "city": "NEW CASTLE", "state": "IN", "zip": "47263", "phone": "7655292230"}, "mail-address": {"street1": "2118 BUNDY AVENUE", "city": "NEW CASTLE", "state": "IN", "zip": "47263"}}
As filed with the Securities and Exchange Commission on October 10, 2006
                                             Registration No. 333-______________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                AMERIANA BANCORP
   (Exact name of registrant as specified in its certificate of incorporation)

          INDIANA                                        35-1782688
 (State or other jurisdiction of             (IRS Employer Identification No.)
incorporation or organization)
                                2118 BUNDY AVENUE
                         NEW CASTLE, INDIANA 47362-1048
                                 (765) 529-2230
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                 AMERIANA BANCORP 2006 LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)
                       ---------------------------------
                                               COPIES TO:
JEROME J. GASSEN                               SCOTT A. BROWN
PRESIDENT AND CHIEF EXECUTIVE OFFICER          SUZANNE A. WALKER
AMERIANA BANCORP                               MULDOON MURPHY & AGUGGIA LLP
2118 BUNDY AVENUE                              5101 WISCONSIN AVENUE, N.W.
NEW CASTLE, INDIANA  47362                     WASHINGTON, DC 20016
(765) 529-2230                                 (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

====================================================================================================================
                                                      Proposed Maximum       Proposed Maximum         Amount of
  Title of each Class of         Amount to be        Offering Price Per     Aggregate Offering      Registration
Securities to be Registered      Registered(1)            Share(3)               Price(4)               Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock
     $.01 Par Value               225,000(2)             $13.58                 $3,055,500             $327
====================================================================================================================
(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 Ameriana Bancorp 2006 Long-Term Incentive Plan (the "Plan") as the
     result of a stock split, stock dividend or similar adjustment to the
     outstanding common stock of Ameriana Bancorp (the "Common Stock") pursuant
     to 17 C.F.R. ss.230.416(a).
(2)  Represents the shares which may be issued upon the vesting or exercise of
     awards under the Plan.
(3)  The average of the high and low price of the Common Stock as reported on
     the Nasdaq Global Market on October 2, 2006 in accordance with 17 C.F.R.
     ss.230.457(c).
(4)  Estimated solely for the purpose of calculating the registration fee.

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

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

ITEMS 1 & 2. The document containing the information for the Ameriana Bancorp
2006 Long-Term Incentive Plan ("2006 Plan") required by Part I of the
Registration Statement will be sent or given to the participants in the 2006
Plan as specified by Rule 428(b)(1). Said document is not filed with the
Securities and Exchange Commission (the "SEC") either as a part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424, in reliance on Rule 428. Said document and the information
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus for the Registration
Statement.

PART II           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed or to be filed by Ameriana Bancorp (the
"Company" or the "Registrant") with the SEC are incorporated by reference in
this Registration Statement:

         (a)      The Registrant's Quarterly Reports on Form 10-Q for the
                  quarters ended March 31, 2006 (File No. 000-18392) and June
                  30, 2006 (File No. 000-18392), filed with the SEC on May 12,
                  2006 and August 11, 2006 respectively.

         (b)      The Annual Report on Form 10-K filed by the Registrant for the
                  fiscal year ended December 31, 2005, filed with the SEC on
                  March 30, 2006, which includes the consolidated balance sheets
                  of the Company and subsidiaries as of December 31, 2005 and
                  December 31, 2004 (File No. 000-18392).

         (c)      The Current Reports on Form 8-K filed by the Registrant with
                  the SEC on August 16, 2006, August 9, 2006, May 19, 2006 and
                  May 4, 2006 (in each case other than those portions furnished
                  under Item 2.02, 7.01, or 9.01 of Form 8-K).

         (d)      A description of the Registrant's securities contained in the
                  Registrant's Statement on Form 8-K12G3 (File No. 000-18392) as
                  filed with the SEC on March 19, 1990.

         (e)      All documents filed by the Registrant pursuant to Sections
                  13(a) and (c), 14 or 15(d) of the Securities Exchange Act of
                  1934, as amended (the "Exchange Act"), except items 2.02, 7.01
                  and 9.01 filed under Form 8-K, after the date hereof and prior
                  to the filing of a post-effective amendment which deregisters
                  all securities then remaining unsold.

         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 ALSO IS 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

         The common stock to be offered pursuant to the 2006 Plan has been
registered pursuant to Section 12 of the Exchange Act. Accordingly, a
description of the common stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

         The validity of the Common Stock offered hereby has been passed upon by
Muldoon Murphy & Aguggia LLP, Washington, DC, for the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article XVIII of the Ameriana Bancorp (the "Corporation") Articles of
Incorporation provides:

         A. Persons. The Corporation shall indemnify, to the extent provided in
            -------
paragraphs B, D or F:

         1. any person who is or was a director, officer, employee, of the
Corporation; and

         2. any person who serves or served at the Corporation's request as a
director, officer, employee, partner or trustee of another corporation,
partnership, joint venture, trust or other enterprise.

         B. Extent -- Derivative Suits. In case of a threatened, pending or
            --------------------------
completed action or suit by or in the right of the Corporation against a person
named in paragraph A by reason of his holding a position named in paragraph A,
the Corporation shall indemnify him if he satisfies the standard in paragraph C,
for amounts (including attorneys' fees) actually and reasonably incurred by him
in connection with the defense or settlement of the action or suit.

         C. Standard -- Derivative Suits. In case of a threatened, pending or
            ----------------------------
completed action or suit by or in the right of the Corporation, a person named
in paragraph A shall be indemnified only if:

         1. he is successful on the merits or otherwise; or

         2. he acted in good faith in the transaction which is the subject of
the suit or action, and in a manner he reasonably believed to be in, or not
opposed to, the best interest of the Corporation, including, but not limited to,
the taking of any and all actions in connection with the Corporation's response
to any tender offer or any offer or proposal of another party to engage in a
Business Combination (as defined in Article XV of the Corporation's Articles of
Incorporation) not approved by the board of directors. However, he shall not be
indemnified in respect of any claim, issue or matter as to which he has been
adjudged liable to the Corporation unless (and only to the extent that) the
court in which the suit was brought shall determine, upon application, that
despite the adjudication but in view of all the circumstances, he is fairly and
reasonably entitled to indemnity for such expenses as the court shall deem
proper.

         D. Extent -- Nonderivative Suits. In case of a threatened, pending or
            -----------------------------
completed suit, action or proceeding (whether civil, criminal, administrative or
investigative), other than a suit by or in the right of the Corporation,
together hereafter referred to as a nonderivative suit, against a person named
in paragraph A by reason of his holding a position named in paragraph A, the

                                       2
Corporation shall indemnify him if he satisfies the standard in paragraph E, for
amounts actually and reasonably incurred by him in connection with the defense
or settlement of the nonderivative suit, including, but not limited to (i)
expenses (including attorneys' fees), (ii) amounts paid in settlement, (iii)
judgments, and (iv) fines.

         E. Standard -- Nonderivative Suits. In case of a nonderivative suit, a
            -------------------------------
person named in paragraph A shall be indemnified only if:

         1. he is successful on the merits or otherwise; or

         2. he acted in good faith in the transaction which is the subject of
the nonderivative suit and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, including, but not limited
to, the taking of any and all actions in connection with the Corporation's
response to any tender offer or any offer or proposal of another party to engage
in a Business Combination (as defined in Article XV of the Company's Articles of
Incorporation) not approved by the board of directors and, with respect to any
criminal action or proceeding, he had no reasonable cause to believe his conduct
was unlawful. The termination of a nonderivative suit by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent
shall not, in itself, create a presumption that the person failed to satisfy the
standard of this paragraph E.2.

         F. Determination That Standard Has Been Met. A determination that the
            ----------------------------------------
standard of paragraph C or E has been satisfied may be made by a court, or,
except as stated in paragraph C.2 (second sentence), the determination may be
made by:

         1. the board of directors by a majority vote of a quorum consisting of
directors of the Corporation who were not parties to the action, suit or
proceeding; or

         2. independent legal counsel (appointed by a majority of the
disinterested directors of the Corporation, whether or not a quorum, or, if
there is no disinterested director, appointed by a court of competent
jurisdiction) in a written opinion; or

         3. the shareholders of the Corporation.

         G. Proration. Anyone making a determination under paragraph F may
            ---------
determine that a person has met the standard as to some matters but not as to
others, and may reasonably prorate amounts to be indemnified.

         H. Advance Payment. The Corporation may pay in advance any expenses
            ---------------
(including attorneys' fees) which may become subject to indemnification under
paragraphs A-G if the person receiving the payment undertakes in writing to
repay the same if it is ultimately determined that he is not entitled to
indemnification by the Corporation under paragraphs A-G.

         I. Nonexclusive. The indemnification and advancement of expenses
            ------------
provided by paragraphs A-H or otherwise granted pursuant to Indiana law shall
not be exclusive of any other rights to which a person may be entitled by law,
bylaw, agreement, vote of shareholders or disinterested directors, or otherwise.

         J. Continuation. The indemnification and advance payment provided by
            ------------
paragraphs A-H shall continue as to a person who has ceased to hold a position
named in paragraph A and shall inure to his heirs, executors and administrators.

                                       3
K. Insurance. The Corporation may purchase and maintain insurance on
            ---------
behalf of any person who holds or who has held any position named in paragraph
A, against any liability incurred by him in any such position, or arising out of
his status as such, whether or not the Corporation would have power to indemnify
him against such liability under paragraphs A-H of this Article XVIII.

         L. Savings Clause. If this Article XVIII or any portion hereof shall be
            --------------
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director, officer, employee, and
agent of the Corporation as to costs, charges, and expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement with respect
to any action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, including an action by or in the right of the Corporation to the
full extent permitted by any applicable portion of this Article XVIII that shall
not have been invalidated and to the full extent permitted by applicable law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  LIST OF EXHIBITS

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

         5           Opinion of Muldoon  Murphy & Aguggia  LLP,  Washington,
                     DC, as to the legality of the Common Stock registered
                     hereby.

         10.1        Ameriana Bancorp 2006 Long-Term Incentive Plan.(1)

         10.2        Form of Award Agreements

         23.1        Consent of Muldoon Murphy & Aguggia LLP (contained in the
                     opinion included as Exhibit 5).

         23.2        Consent of BKD LLP.

         24          Power of Attorney is located on the signature pages.

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;

--------------------------------
(1) Incorporated by reference herein to Appendix A of Ameriana Bancorp
    Definitive Proxy Statement on Schedule 14A filed with the SEC on April 14,
    2006 (SEC File No. 001-18392).

                                       4
(ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the registration statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the registration
                                    statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high end of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Securities and Exchange Commission pursuant
                                    to Rule 424(b) if, in the aggregate, the
                                    changes in volume and price represent no
                                    more than 20 percent change in the maximum
                                    aggregate offering price set forth in the
                                    "Calculation of Registration Fee" table in
                                    the effective registration statement; and

                           (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) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed or
furnished to the Securities and Exchange Commission by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into this 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 15(d) of the Securities Exchange
                  Act of 1934 (and, where applicable, each filing of an employee
                  benefit plan's annual report pursuant to Section 15(d) of the
                  Securities Exchange Act of 1934) that is incorporated by
                  reference in the Registration Statement shall be deemed to be
                  a new Registration Statement relating to the securities
                  offered therein, and the offering of such securities at that
                  time shall be deemed to be the initial BONA FIDE offering
                  thereof.

         (c)-(g)  Not applicable.

         (h)      Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the registrant pursuant to the
                  foregoing provisions, or otherwise, the registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as

                                       5
expressed in the Securities Act of 1933 and is, therefore,
                  unenforceable. In the event that a claim for indemnification
                  against such liabilities (other than the payment by the
                  registrant of expenses incurred or paid by a director, officer
                  or controlling person of the registrant in the successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Securities Act of
                  1933 and will be governed by the final adjudication of such
                  issue.

         (i)-(l)  Not applicable.

                                       6
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Ameriana Bancorp
hereby 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 New Castle, Indiana, on October 10, 2006.

                                 AMERIANA BANCORP

                          By:    /s/ Jerome J. Gassen
                                 -----------------------------------------------
                                 Jerome J. Gassen
                                 Director, President and Chief Executive Officer
                                 (Principal Executive Officer)

         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.

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Gassen) constitutes and appoints Jerome J. Gassen, and Mr.
Gassen constitutes and appoints Bradley L. Smith, as the true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to the Form S-8 Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
U.S. Securities and Exchange Commission, respectively, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and things requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Name                                          Title                                   Date
----                                          -----                                   ----
/s/ Jerome J. Gassen                        Director, President and Chief             October 10, 2006
--------------------------------            Executive Officer (Principal
Jerome J. Gassen                            Executive Officer)

/s/ Bradley L. Smith                        Senior Vice President,                    October 10, 2006
---------------------------------           Treasurer and Chief Financial Officer
Bradley L. Smith                            (Principal Financial and
                                            Accounting Officer)

/s/ Donald C. Danielson                     Director                                  October 10, 2006
---------------------------------
Donald C. Danielson

/s/ R. Scott Hayes                          Director                                  October 10, 2006
---------------------------------
R. Scott Hayes
/s/ Michael E. Kent                         Chairman of the Board                     October 10, 2006
---------------------------------
Michael E. Kent

/s/ Charles M. Drackett, Jr.                Director                                  October 10, 2006
---------------------------------
Charles M. Drackett, Jr.

/s/ Richard E. Hennessey                    Director                                  October 10, 2006
---------------------------------
Richard E. Hennessey

/s/ Ronald R. Pritzke                       Director                                  October 10, 2006
---------------------------------
Ronald R. Pritzke