<PAGE>

    As filed with the Securities and Exchange Commission on July 31, 2001.
================================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

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

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

                      FIRST COMMUNITY CAPITAL CORPORATION
             (Exact name of registrant as specified in its charter)


         TEXAS                                              76-0676739
    (State or other jurisdiction                         (I.R.S. Employer
  of incorporation or organization)                   Identification Number)

                              14200 GULF FREEWAY
                             HOUSTON, TEXAS 77034
                                 281-996-1000
             (Address of registrant's Principal Executive Offices)

                      FIRST COMMUNITY CAPITAL CORPORATION
                            1996 STOCK OPTION PLAN
                             (Full Title of Plan)

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

                               NIGEL J. HARRISON
                              14200 GULF FREEWAY
                             HOUSTON, TEXAS 77034
                   (Name, and address of agent for service)

                                 281-996-1000
         (Telephone number, including area code, of agent for service)

                                   Copy to:

                                 WAVERLY VEST
                         BRACEWELL & PATTERSON, L.L.P.
                          SOUTH TOWER, PENNZOIL PLACE
                       711 LOUISIANA STREET, SUITE 2900
                          HOUSTON, TEXAS  77002-2781
                                (713) 223-2900

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

<TABLE>
<CAPTION>
                                                  CALCULATION OF REGISTRATION FEE
==========================================================================================================================
                                                                     PROPOSED
                                                                     MAXIMUM               PROPOSED           AMOUNT OF
                 TITLE OF                       AMOUNT TO            OFFERING          MAXIMUM AGGREGATE     REGISTRATION
       SECURITIES TO BE REGISTERED           BE REGISTERED(1)   PRICE PER SHARE(2)   OFFERING PRICE(1)(2)        FEE
--------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                <C>                  <C>                     <C>
Common Stock, par value $0.01 per share            400,000            $ 5.00 (3)            $3,109,450               $778
                                                                      $ 6.75 (4)
                                                                      $ 9.00 (5)
                                                                      $10.75 (6)
                                                                             (7)
=========================================================================================================================
</TABLE>

(1)  This Registration Statement shall also include any additional shares of
     common stock issuable pursuant to the antidilution provisions of the First
     Community Capital Corporation 1996 Stock Option Plan.

(2)  Estimated solely for purposes of calculating the registration fee in
     accordance with Rule 457(h).

(3)  98,000 shares under the Plan are valued at an exercise price of $5.00
     pursuant to options to acquire such shares which are outstanding under the
     plan.

(4)  128,000 shares under the Plan are valued at an exercise price of $6.75
     pursuant to options to acquire such shares which are outstanding under the
     Plan.

(5)  57,000 shares under the Plan are valued at an exercise price of $9.00
     pursuant to options to acquire such shares which are outstanding under the
     plan.

(6)  111,000 shares under the Plan are valued at an exercise price of $10.75
     pursuant to options to acquire such shares which are outstanding under the
     plan.

(7)  6,000 shares are not presently subject to awards under the plan and the
     registration fee for these shares was calculated based on the book value of
     a share of First Community Capital Corporation common stock at June 30,
     2001 of $8.20.

<PAGE>

                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*
          ----------------

Item 2.   Registrant Information and Employee Plan Annual Information.*
          -----------------------------------------------------------

*         The information required by Items 1 and 2 of Part I of Form S-8 is
          omitted from this Registration Statement in accordance with the Note
          to Part 1 of Form S-8 and Rule 428 promulgated under the Securities
          Act of 1933, as amended (the "Securities Act").


                                      I-2
<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     First Community Capital Corporation, a Texas corporation (the "Company"),
(Commission File No. 000-32609), hereby incorporates by reference into this
registration statement (the "Registration Statement") the following documents:

     . the Annual Report on Form 10-KSB, as amended, of First Community Bank,
       N.A. for the fiscal year ended December 31, 2000 filed with the Office of
       the Comptroller of the Currency, included as Exhibit 99.1 to the
       Company's Form 8-A dated April 27, 2000;

     . the Company's Quarterly Report on Form 10-QSB for the quarter ended
       March 31, 2001; and

     . the description of the Company's common stock, par value $0.01 per
       share, contained in the Company's Registration Statement on Form 8-A
       dated April 27, 2001.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the filing date of this Registration Statement and prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.  Any statement contained herein or in any 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 in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modified or
superseded such statement.  Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement, except as so
modified or superseded.

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 Company's Articles of Incorporation (the "Articles of Incorporation")
and Bylaws ("Bylaws") provide that the Company may indemnify any officer,
director, employee or agent of the Company and certain other individuals to the
fullest extent permitted by Article 2.02-1 of the Texas Business Corporation Act
("TBCA").  Generally, Article 2.02-1 of the TBCA permits a corporation to
indemnify a person who was, is, or is threatened to be a named defendant or
respondent in a proceeding because the person was or is a director or officer if
it is determined that such person (i) conducted himself in good faith, (ii)
reasonably believed (a) in the case of conduct in his official capacity as a
director or officer of the corporation, that his conduct was in the
corporation's best interests or (b) in the case of other situations, that his
conduct was at least not opposed to the corporation's best interests, and (iii)
in the case of any criminal proceeding, had no reasonable cause to believe that
his conduct was unlawful.  In addition, the TBCA requires a corporation to
indemnify a director or officer for any action that such director or officer is
wholly successful in defending on the merits.

                                     II-1
<PAGE>

     The Company's Articles of Incorporation provide that a director of the
Company will not be liable to the corporation for monetary damages for an act or
omission in the director's capacity as a director, except to the extent not
permitted by law.  Texas law does not permit exculpation of liability in the
case of (i) a breach of the director's duty of loyalty to the corporation or its
shareholders, (ii) an act or omission not in good faith that constitutes a
breach of duty of the director to the corporation or an act or omission that
involves intentional misconduct or a knowing violation of the law, (iii) a
transaction from which a director received an improper benefit, whether or not
the benefit resulted from an action taken within the scope of the director's
office or (iv) an act or omission for which the liability of the director is
expressly provided by statute.

     The Company may provide liability insurance for each director and officer
for certain losses  arising from claims or changes made against them while
acting in their capabilities as directors or officers of the Company, to the
extent the Company would have the power to indemnify such person against such
liability, as permitted by law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.


ITEM 8. EXHIBITS.

4.1    Articles of Incorporation of First Community Capital Corporation
       (incorporated herein by reference to Exhibit 3.1 to the Company's
       Registration Statement on Form 8-A filed with the Securities and Exchange
       Commission on April 27, 2001 (the "Form 8-A")).

4.2    Bylaws of First Community Capital Corporation (incorporated herein by
       reference to Exhibit 3.2 to the Form 8-A).

4.3    Form of certificate representing shares of common stock of First
       Community Capital Corporation (incorporated herein by reference to
       Exhibit 4.1 to the Form 8-A).

4.4*   First Community Capital Corporation 1996 Stock Option Plan.

4.5*   Form of Incentive Stock Option Agreement under the 1996 Stock Option
       Plan.

4.6*   Form of Nonqualified Stock Option Agreement under the 1996 Stock Option
       Plan.

5.1*   Opinion and consent of Bracewell & Patterson, L.L.P. as to the validity
       of the Common Stock being registered.

23.1*  Consent of Harper & Pearson Company, P.C.

23.2*  Consent of Bracewell & Patterson, L.L.P. (included in the opinion
       filed as Exhibit 5.1 hereto).

24.1*  Power of Attorney (included on the signature page hereto).

----------

*Filed Herewith.

ITEM 9. UNDERTAKINGS.

     (a) The undersigned Company 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-2
<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 this 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 and of the estimated maximum
               offering range may be reflected in the form of a prospectus filed
               with the Office of the Comptroller of the Currency pursuant to
               Rule 424(b) if, in the aggregate, the changes in volume and price
               represent no more than a 20% change in the maximum aggregate
               offering price set forth in the "Calculation of Registration Fee"
               table in the effective 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 this 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 periodic
          reports filed by the Company pursuant to Section 13 or Section 15(d)
          of the Exchange Act, that are incorporated by reference in this
          Registration Statement.

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

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

     (b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or 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) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                     II-3
<PAGE>

                                   SIGNATURES

     THE REGISTRANT.  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF
1933, AS AMENDED, THE COMPANY 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 OR AMENDMENT TO BE SIGNED ON ITS BEHALF
BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF
TEXAS ON THE 31ST DAY OF JULY, 2001.

                                    FIRST COMMUNITY CAPITAL CORPORATION
                                    (Registrant)


                                    By: /s/ Nigel J. Harrison
                                       ----------------------
                                       Nigel J. Harrison
                                       President and Chief Executive Officer


                               POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
Nigel J. Harrison and Barry M. Blocker, with full power to each of them to act
without the other, the undersigned's true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for the undersigned and in
the undersigned's name, place and stead, in any and all capacities (until
revoked in writing), to sign this Registration Statement on Form S-8 and any and
all amendments (including post-effective amendments) thereto, to file the same,
together with all exhibits thereto and documents in connection therewith, with
the Securities and Exchange Commission, to sign any and all applications,
registration statements, notices and other documents necessary or advisable to
comply with the applicable state securities authorities, granting unto said
attorney-in-fact and agent, or his or their substitute or substitutes, 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 in order to effectuate the same
as fully to all intents and purposes as the undersigned might or could do if
personally present, thereby ratifying and confirming all that said attorneys-in-
fact and agents, or his 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, AS AMENDED,
THIS REGISTRATION STATEMENT OR AMENDMENT HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED AND ON THE 31ST DAY OF JULY, 2001.


              Signature                                  Title
              ---------                                  -----

 /s/ Nigel J. Harrison                   President and Chief Executive Officer
--------------------------------------       (Principal Executive Officer)
Nigel J. Harrison


 /s/ Barry M. Blocker                       Senior Vice President and Chief
--------------------------------------             Financial Officer
Barry M. Blocker                         (Principal Financial Officer/Principal
                                                  Accounting Officer)


 /s/ George A. Clark, Jr.                               Director
--------------------------------------
George A. Clark, Jr.


 /s/ Linn C. Eignus                                     Director
--------------------------------------
Linn C. Eignus


 /s/ Robert A. Ferstl                                   Director
--------------------------------------
Robert A. Ferstl

                                     II-4
<PAGE>

 /s/ Louis F. Goza                                      Director
--------------------------------------
Louis F. Goza


 /s/ Thomas R. Johnson                                  Director
--------------------------------------
Thomas R. Johnson


 /s/ Kenneth A. Love                                    Director
--------------------------------------
Kenneth A. Love


 /s/ George I. Pinder                                   Director
--------------------------------------
George I. Pinder


 /s/ Richard L. Wagoner                                 Director
--------------------------------------
Richard L. Wagoner


 /s/ Charles L. Whynot                                  Director
--------------------------------------
Charles L. Whynot

                                     II-5
<PAGE>

                                 EXHIBIT INDEX

EXHIBIT NUMBER                      DESCRIPTION
--------------                      -----------

4.1    Articles of Incorporation of First Community Capital Corporation
       (incorporated herein by reference to Exhibit 3.1 to the Company's
       Registration Statement on Form 8-A filed with the Securities and Exchange
       Commission on April 27, 2001 (the "Form 8-A")).

4.2    Bylaws of First Community Capital Corporation (incorporated herein by
       reference to Exhibit 3.2 to the Form 8-A).

4.3    Form of certificate representing shares of common stock of First
       Community Capital Corporation (incorporated herein by reference to
       Exhibit 4.1 to the Form 8-A).

4.4*   First Community Capital Corporation 1996 Stock Option Plan.

4.5*   Form of Incentive Stock Option Agreement under the 1996 Stock Option
       Plan.

4.6*   Form of Nonqualified Stock Option Agreement under the 1996 Stock
       Option Plan.

5.1*   Opinion and consent of Bracewell & Patterson, L.L.P. as to the
       validity of the Common Stock being registered.

23.1*  Consent of Harper & Pearson Company, P.C.

23.2*  Consent of Bracewell & Patterson, L.L.P. (included in the opinion
       filed as Exhibit 5.1 hereto).

24.1*  Power of Attorney (included on the signature page hereto).

----------

*Filed Herewith

                                     II-6
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{"company-data": {"conformed-name": "FIRST COMMUNITY CAPITAL CORP", "cik": "0001138677", "assigned-sic": "6770", "irs-number": "760676739", "state-of-incorporation": "TX"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66376", "film-number": "1694180"}, "business-address": {"street1": "14200 GULF FREEWAY", "city": "HOUSTON", "state": "TX", "zip": "77034", "phone": "2819961000"}}
As filed with the Securities and Exchange Commission on July 31, 2001.
================================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

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

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

                      FIRST COMMUNITY CAPITAL CORPORATION
             (Exact name of registrant as specified in its charter)

         TEXAS                                              76-0676739
    (State or other jurisdiction                         (I.R.S. Employer
  of incorporation or organization)                   Identification Number)

                              14200 GULF FREEWAY
                             HOUSTON, TEXAS 77034
                                 281-996-1000
             (Address of registrant's Principal Executive Offices)

                      FIRST COMMUNITY CAPITAL CORPORATION
                            1996 STOCK OPTION PLAN
                             (Full Title of Plan)

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

                               NIGEL J. HARRISON
                              14200 GULF FREEWAY
                             HOUSTON, TEXAS 77034
                   (Name, and address of agent for service)

                                 281-996-1000
         (Telephone number, including area code, of agent for service)

                                   Copy to:

                                 WAVERLY VEST
                         BRACEWELL & PATTERSON, L.L.P.
                          SOUTH TOWER, PENNZOIL PLACE
                       711 LOUISIANA STREET, SUITE 2900
                          HOUSTON, TEXAS  77002-2781
                                (713) 223-2900

                       ---------------------------------
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
                                                                     PROPOSED
                                                                     MAXIMUM               PROPOSED           AMOUNT OF
                 TITLE OF                       AMOUNT TO            OFFERING          MAXIMUM AGGREGATE     REGISTRATION
       SECURITIES TO BE REGISTERED           BE REGISTERED(1)   PRICE PER SHARE(2)   OFFERING PRICE(1)(2)        FEE
--------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share            400,000            $ 5.00 (3)            $3,109,450               $778
                                                                      $ 6.75 (4)
                                                                      $ 9.00 (5)
                                                                      $10.75 (6)
                                                                             (7)
=========================================================================================================================
(1)  This Registration Statement shall also include any additional shares of
     common stock issuable pursuant to the antidilution provisions of the First
     Community Capital Corporation 1996 Stock Option Plan.

(2)  Estimated solely for purposes of calculating the registration fee in
     accordance with Rule 457(h).

(3)  98,000 shares under the Plan are valued at an exercise price of $5.00
     pursuant to options to acquire such shares which are outstanding under the
     plan.

(4)  128,000 shares under the Plan are valued at an exercise price of $6.75
     pursuant to options to acquire such shares which are outstanding under the
     Plan.

(5)  57,000 shares under the Plan are valued at an exercise price of $9.00
     pursuant to options to acquire such shares which are outstanding under the
     plan.

(6)  111,000 shares under the Plan are valued at an exercise price of $10.75
     pursuant to options to acquire such shares which are outstanding under the
     plan.

(7)  6,000 shares are not presently subject to awards under the plan and the
     registration fee for these shares was calculated based on the book value of
     a share of First Community Capital Corporation common stock at June 30,
     2001 of $8.20.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*
          ----------------

Item 2.   Registrant Information and Employee Plan Annual Information.*
          -----------------------------------------------------------

*         The information required by Items 1 and 2 of Part I of Form S-8 is
          omitted from this Registration Statement in accordance with the Note
          to Part 1 of Form S-8 and Rule 428 promulgated under the Securities
          Act of 1933, as amended (the "Securities Act").

                                      I-2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     First Community Capital Corporation, a Texas corporation (the "Company"),
(Commission File No. 000-32609), hereby incorporates by reference into this
registration statement (the "Registration Statement") the following documents:

     . the Annual Report on Form 10-KSB, as amended, of First Community Bank,
       N.A. for the fiscal year ended December 31, 2000 filed with the Office of
       the Comptroller of the Currency, included as Exhibit 99.1 to the
       Company's Form 8-A dated April 27, 2000;

     . the Company's Quarterly Report on Form 10-QSB for the quarter ended
       March 31, 2001; and

     . the description of the Company's common stock, par value $0.01 per
       share, contained in the Company's Registration Statement on Form 8-A
       dated April 27, 2001.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the filing date of this Registration Statement and prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.  Any statement contained herein or in any 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 in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modified or
superseded such statement.  Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement, except as so
modified or superseded.

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 Company's Articles of Incorporation (the "Articles of Incorporation")
and Bylaws ("Bylaws") provide that the Company may indemnify any officer,
director, employee or agent of the Company and certain other individuals to the
fullest extent permitted by Article 2.02-1 of the Texas Business Corporation Act
("TBCA").  Generally, Article 2.02-1 of the TBCA permits a corporation to
indemnify a person who was, is, or is threatened to be a named defendant or
respondent in a proceeding because the person was or is a director or officer if
it is determined that such person (i) conducted himself in good faith, (ii)
reasonably believed (a) in the case of conduct in his official capacity as a
director or officer of the corporation, that his conduct was in the
corporation's best interests or (b) in the case of other situations, that his
conduct was at least not opposed to the corporation's best interests, and (iii)
in the case of any criminal proceeding, had no reasonable cause to believe that
his conduct was unlawful.  In addition, the TBCA requires a corporation to
indemnify a director or officer for any action that such director or officer is
wholly successful in defending on the merits.

                                     II-1
The Company's Articles of Incorporation provide that a director of the
Company will not be liable to the corporation for monetary damages for an act or
omission in the director's capacity as a director, except to the extent not
permitted by law.  Texas law does not permit exculpation of liability in the
case of (i) a breach of the director's duty of loyalty to the corporation or its
shareholders, (ii) an act or omission not in good faith that constitutes a
breach of duty of the director to the corporation or an act or omission that
involves intentional misconduct or a knowing violation of the law, (iii) a
transaction from which a director received an improper benefit, whether or not
the benefit resulted from an action taken within the scope of the director's
office or (iv) an act or omission for which the liability of the director is
expressly provided by statute.

     The Company may provide liability insurance for each director and officer
for certain losses  arising from claims or changes made against them while
acting in their capabilities as directors or officers of the Company, to the
extent the Company would have the power to indemnify such person against such
liability, as permitted by law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

4.1    Articles of Incorporation of First Community Capital Corporation
       (incorporated herein by reference to Exhibit 3.1 to the Company's
       Registration Statement on Form 8-A filed with the Securities and Exchange
       Commission on April 27, 2001 (the "Form 8-A")).

4.2    Bylaws of First Community Capital Corporation (incorporated herein by
       reference to Exhibit 3.2 to the Form 8-A).

4.3    Form of certificate representing shares of common stock of First
       Community Capital Corporation (incorporated herein by reference to
       Exhibit 4.1 to the Form 8-A).

4.4*   First Community Capital Corporation 1996 Stock Option Plan.

4.5*   Form of Incentive Stock Option Agreement under the 1996 Stock Option
       Plan.

4.6*   Form of Nonqualified Stock Option Agreement under the 1996 Stock Option
       Plan.

5.1*   Opinion and consent of Bracewell & Patterson, L.L.P. as to the validity
       of the Common Stock being registered.

23.1*  Consent of Harper & Pearson Company, P.C.

23.2*  Consent of Bracewell & Patterson, L.L.P. (included in the opinion
       filed as Exhibit 5.1 hereto).

24.1*  Power of Attorney (included on the signature page hereto).

----------

*Filed Herewith.

ITEM 9. UNDERTAKINGS.

     (a) The undersigned Company 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-2
(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 this 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 and of the estimated maximum
               offering range may be reflected in the form of a prospectus filed
               with the Office of the Comptroller of the Currency pursuant to
               Rule 424(b) if, in the aggregate, the changes in volume and price
               represent no more than a 20% change in the maximum aggregate
               offering price set forth in the "Calculation of Registration Fee"
               table in the effective 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 this 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 periodic
          reports filed by the Company pursuant to Section 13 or Section 15(d)
          of the Exchange Act, that are incorporated by reference in this
          Registration Statement.

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

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

     (b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or 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) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                     II-3
SIGNATURES

     THE REGISTRANT.  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF
1933, AS AMENDED, THE COMPANY 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 OR AMENDMENT TO BE SIGNED ON ITS BEHALF
BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF
TEXAS ON THE 31ST DAY OF JULY, 2001.

                                    FIRST COMMUNITY CAPITAL CORPORATION
                                    (Registrant)

                                    By: /s/ Nigel J. Harrison
                                       ----------------------
                                       Nigel J. Harrison
                                       President and Chief Executive Officer

                               POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
Nigel J. Harrison and Barry M. Blocker, with full power to each of them to act
without the other, the undersigned's true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for the undersigned and in
the undersigned's name, place and stead, in any and all capacities (until
revoked in writing), to sign this Registration Statement on Form S-8 and any and
all amendments (including post-effective amendments) thereto, to file the same,
together with all exhibits thereto and documents in connection therewith, with
the Securities and Exchange Commission, to sign any and all applications,
registration statements, notices and other documents necessary or advisable to
comply with the applicable state securities authorities, granting unto said
attorney-in-fact and agent, or his or their substitute or substitutes, 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 in order to effectuate the same
as fully to all intents and purposes as the undersigned might or could do if
personally present, thereby ratifying and confirming all that said attorneys-in-
fact and agents, or his 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, AS AMENDED,
THIS REGISTRATION STATEMENT OR AMENDMENT HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED AND ON THE 31ST DAY OF JULY, 2001.

              Signature                                  Title
              ---------                                  -----

 /s/ Nigel J. Harrison                   President and Chief Executive Officer
--------------------------------------       (Principal Executive Officer)
Nigel J. Harrison

 /s/ Barry M. Blocker                       Senior Vice President and Chief
--------------------------------------             Financial Officer
Barry M. Blocker                         (Principal Financial Officer/Principal
                                                  Accounting Officer)

 /s/ George A. Clark, Jr.                               Director
--------------------------------------
George A. Clark, Jr.

 /s/ Linn C. Eignus                                     Director
--------------------------------------
Linn C. Eignus

 /s/ Robert A. Ferstl                                   Director
--------------------------------------
Robert A. Ferstl

                                     II-4
/s/ Louis F. Goza                                      Director
--------------------------------------
Louis F. Goza

 /s/ Thomas R. Johnson                                  Director
--------------------------------------
Thomas R. Johnson

 /s/ Kenneth A. Love                                    Director
--------------------------------------
Kenneth A. Love

 /s/ George I. Pinder                                   Director
--------------------------------------
George I. Pinder

 /s/ Richard L. Wagoner                                 Director
--------------------------------------
Richard L. Wagoner

 /s/ Charles L. Whynot                                  Director
--------------------------------------
Charles L. Whynot

                                     II-5
EXHIBIT INDEX

EXHIBIT NUMBER                      DESCRIPTION
--------------                      -----------

4.1    Articles of Incorporation of First Community Capital Corporation
       (incorporated herein by reference to Exhibit 3.1 to the Company's
       Registration Statement on Form 8-A filed with the Securities and Exchange
       Commission on April 27, 2001 (the "Form 8-A")).

4.2    Bylaws of First Community Capital Corporation (incorporated herein by
       reference to Exhibit 3.2 to the Form 8-A).

4.3    Form of certificate representing shares of common stock of First
       Community Capital Corporation (incorporated herein by reference to
       Exhibit 4.1 to the Form 8-A).

4.4*   First Community Capital Corporation 1996 Stock Option Plan.

4.5*   Form of Incentive Stock Option Agreement under the 1996 Stock Option
       Plan.

4.6*   Form of Nonqualified Stock Option Agreement under the 1996 Stock
       Option Plan.

5.1*   Opinion and consent of Bracewell & Patterson, L.L.P. as to the
       validity of the Common Stock being registered.

23.1*  Consent of Harper & Pearson Company, P.C.

23.2*  Consent of Bracewell & Patterson, L.L.P. (included in the opinion
       filed as Exhibit 5.1 hereto).

24.1*  Power of Attorney (included on the signature page hereto).

----------

*Filed Herewith

                                     II-6