<PAGE> 1

As filed with the Securities and Exchange Commission on May 2, 2000
                                                     Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                         UNDER THE SECURITIES ACT OF 1933
                          FIRST BANCORP OF INDIANA, INC.
   (exact name of registrant as specified in its certificate of incorporation)

INDIANA                                  6305                   35-2061832
(state or other jurisdiction of    (Primary Standard          (IRS Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                            2200 WEST FRANKLIN STREET
                            EVANSVILLE, INDIANA 47712
                                 (812) 423-3196
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                         FIRST BANCORP OF INDIANA, INC.
                         1999 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)
                    ----------------------------------------

                                          COPIES TO:
HAROLD DUNCAN                             PAUL M. AGUGGIA, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER     SUZANNE A. WALKER, ESQUIRE
FIRST BANCORP OF INDIANA, INC.            MULDOON, MURPHY & FAUCETTE LLP
2200 WEST FRANKLIN STREET                 5101 WISCONSIN AVENUE, N.W.
EVANSVILLE, INDIANA 47712                 WASHINGTON, DC  20016
(812) 423-3196                            (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As
              soon as practicable after this Registration Statement
                               becomes effective.

 If any of the securities being registered on this Form are to be offered on a
  delayed or continuous basis pursuant to Rule 415 under the Securities Act of
                      1933, check the following box. / X /
                                                      ---
<TABLE>
<CAPTION>
=====================================================================================================
   Title of each Class of     Amount to be   Proposed Purchase   Estimated Aggregate   Registration
Securities to be Registered   Registered(1)   Price Per Share      Offering Price          Fee
-----------------------------------------------------------------------------------------------------
  <S>                          <C>              <C>                <C>                    <C>
   Common Stock                 227,240
  $.01 par Value               Shares (2)       $9.125 (3)         $2,073,565             $547
-----------------------------------------------------------------------------------------------------
   Common Stock                  90,896
  $.01 par Value               Shares (4)       $9.125(5)          $  829,426             $219
=====================================================================================================
</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 First  Bancorp of Indiana,  Inc.  1999  Stock-Based  Incentive  Plan (the
   "Plan") as the result of a stock split,  stock dividend or similar adjustment
   of the outstanding Common Stock of First Bancorp of Indiana, Inc. pursuant to
   17 C.F.R. Section 230.416(a).
(2)Represents  the total number of shares  currently  reserved or available  for
   issuance  as options  pursuant to the Plan.
(3)Exercise  price of $9.125 per share at which options for 204,516 shares under
   the Plan have been  granted  to date and by $9.125  the  market  value of the
   Common Stock on April 25, 2000,  as  determined  by the closing  price on the
   Nasdaq Stock Market as reported in the Wall Street Journal, for 22,724 shares
   for which options have not yet been granted under the Plan.
(4)Represents  the total number of shares  currently  reserved or available  for
   issuance as stock  awards under the Plan.
(5)The  market value of the Common Stock on April 25,  2000, at which the 90,896
   shares may be purchased to satisfy awards under the Plan.

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

Number of Pages 28
Exhibit Index begins on Page 10


<PAGE> 2



FIRST BANCORP OF INDIANA, INC.

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

ITEMS 1 & 2. The  document  containing the  information for the First Bancorp of
Indiana,  Inc. (the "Company" or the  "Registrant")  1999 Stock-Based  Incentive
Plan (the "Plan") required by Part I of the Registration  Statement will be sent
or given to the  participants in the Plan as specified by Rule  428(b)(1).  Such
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.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:

      (a) The Form 10-K filed by the Registrant  (File No.  000-29814)  with the
SEC on September 27, 1999,  which  includes the  consolidated  balance sheets of
First Bancorp of Indiana,  Inc. and subsidiary as of June 30, 1999 and 1998, and
the related  consolidated  statements of income,  changes in equity capital, and
cash flows for each of the three years in the period ended June 30, 1999.

      (b) The Form 10-Q filed by the  Registrant  for the fiscal  quarter  ended
September 30, 1999 (File No. 000-29814), filed with the SEC on November 9, 1999.

      (c) The Form 10-Q filed by the  Registrant  for the fiscal  quarter  ended
December 31, 1999 (File No. 000-29814), filed with the SEC on February 11, 2000.
 .
      (d) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No.  000-29814),  as filed with the SEC pursuant to Section 12(g)
of the  Securities  Exchange  Act of 1934 (the  "Exchange  Act") and Rule 12b-15
promulgated  thereunder,  on January 21, 1999 as  incorporated by reference from
the Company's Registration Statement on Form S-1 (SEC File No. 333-68793).

      (e) All documents  filed by the  Registrant  pursuant to Section 13(a) and
(c),  14 or 15(d) of the  Exchange  Act 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.







                                        2

<PAGE> 3



ITEM 4.  DESCRIPTION OF SECURITIES.

      The common  stock to be offered  pursuant to the 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
the firm of Muldoon, Murphy & Faucette LLP, Washington, D.C. for the Registrant.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent  permissible by the general  corporation
law of Indiana as it currently  exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exist. This
indemnification applies to the Board of Directors who administer the Plan.

                                   ARTICLE VII

                                 INDEMNIFICATION

      SECTION 7.01.  GENERAL  PROVISIONS.  The corporation shall, to the fullest
extent to which it is empowered to do so by the Indiana Business Corporation Act
or any other  applicable  laws,  as from time to time in effect,  indemnify  any
person  who was or is a  party,  or is  threatened  to be made a  party,  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or investigative  and whether formal or informal,  by
reason of the fact that he is or was a  director,  officer  or  employee  of the
corporation,  or who, while serving as such director, officer or employee of the
corporation,  is or was serving at the request of the corporation as a director,
officer,   partner,   trustee,   employee  or  agent  of  another   corporation,
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
whether  for  profit  or not,  against  expenses  (including  attorneys'  fees),
judgments,  settlements,  penalties and fines  (including  excise taxes assessed
with respect to employee  benefit plans) actually or reasonably  incurred by him
in accordance  with such action,  suit or proceeding,  if he acted in good faith
and in a manner he reasonably  believed,  in the case of conduct in his official
capacity,  was in the best interest of the corporation,  and in all other cases,
was not opposed to the best  interests of the  corporation,  and with respect to
any criminal action or proceeding, he either had reasonable cause to believe his
conduct was lawful or no  reasonable  cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order, settlement
or conviction,  or upon a plea of nolo contendere or its equivalent,  shall not,
of itself,  create a  presumption  that the  person did not meet the  prescribed
standard of conduct.

      SECTION 7.02.  INDEMNIFICATION  AUTHORIZED. To the extent that a director,
officer or employee of the  corporation  has been  successful,  on the merits or
otherwise,  in the  defense of any  action,  suit or  proceeding  referred to in
Section 7.01 of this  Article,  or in the defense of any claim,  issue or matter
therein, the corporation shall indemnify such person against expenses (including
attorneys'  fees) actually and reasonably  incurred by such person in connection
therewith.  Any other indemnification under Section 7.01 of this Article (unless
ordered by a court) shall be made by the  corporation  only as authorized in the
specific  case,  upon a  determination  that  indemnification  of the  director,
officer or employee is permissible in the


                                      3

<PAGE> 4



circumstances  because  he has met the  applicable  standard  of  conduct.  Such
determination  shall be made (a) by the board of directors by a majority vote of
a quorum  consisting  of  directors  who were  not at the time  parties  to such
action,  suit  or  proceeding;  or (b) if a  quorum  cannot  be  obtained  under
subdivision  (a), by a majority vote of a committee duly designated by the board
of directors (in which  designation  directors who are parties may participate),
consisting  solely  of two or more  directors  not at the time  parties  to such
action, suit or proceeding; or (c) by special legal counsel: (i) selected by the
board of directors or its committee in the manner  prescribed in subdivision (a)
or (b), or (ii) if a quorum of the board of directors  cannot be obtained  under
subdivision  (a) and a committee  cannot be designated  under  subdivision  (b),
selected by a majority vote of the full board of directors  (in which  selection
directors who are parties may participate);  or (d) by stockholders,  but shares
owned by or voted under the control of directors  who are at the time parties to
such action, suit or proceeding may not be voted on the determination.

      Authorization of  indemnification  and evaluation as to  reasonableness of
expenses  shall  be  made  in  the  same  manner  as  the   determination   that
indemnification  is  permissible,  except that if the  determination  is made by
special legal counsel,  authorization  of  indemnification  and evaluation as to
reasonableness  of expenses shall be made by those entitled under subsection (c)
to select counsel.

      SECTION 7.03.  DEFINITION OF GOOD FAITH. For purposes of any determination
under  Section 7.01 of this  Article,  a person shall be deemed to have acted in
good faith and to have  otherwise  met the  applicable  standard  of conduct set
forth in Section 7.01 if his action is based on information,  opinions, reports,
or  statements,  including  financial  statements and other  financial  data, if
prepared  or  presented  by  (a)  one  or  more  officers  or  employees  of the
corporation or other  enterprise whom he reasonably  believes to be reliable and
competent  in the matters  presented;  (b) legal  counsel,  public  accountants,
appraisers or other persons as to matters he reasonably  believes are within the
person's  professional or expert competence;  or (c) a committee of the board of
directors of the corporation or another  enterprise of which the person is not a
member if he  reasonably  believes the  committee  merits  confidence.  The term
"another  enterprise"  as  used  in this  Section  7.03  shall  mean  any  other
corporation or any partnership,  joint venture,  trust, employee benefit plan or
other  enterprise  of which such  person is or was serving at the request of the
corporation as a director,  officer,  partner,  trustee,  employee or agent. The
provisions  of this Section 7.03 shall not be deemed to be exclusive or to limit
in any way the  circumstances  in which a person  may be  deemed to have met the
applicable standards of conduct set forth in Section 7.01 of this Article.

      SECTION 7.04.  ADVANCEMENT  OF EXPENSES.  Expenses  incurred in connection
with  any  civil  or  criminal  action,  suit or  proceeding  may be paid for or
reimbursed  by the  corporation  in  advance  of the final  disposition  of such
action,  suit or  proceeding,  as  authorized  in the specific  case in the same
manner  described  in Section  7.02 of this  Article,  upon receipt of a written
affirmation of the director, officer or employee's good faith belief that he has
met the  standard of conduct  described in Section 7.01 of this Article and upon
receipt of a written undertaking on behalf of the director,  officer or employee
to repay such amount if it shall  ultimately be determined  that he did not meet
the standard of conduct set forth in this Article,  and a determination  is made
that the facts then known to those making the  determination  would not preclude
indemnification under this Article.

      SECTION  7.05.  NON-EXCLUSIVITY.  The  indemnification  provided  by  this
Article  shall not be  deemed  exclusive  of any other  rights to which a person
seeking  indemnification  may be entitled under these Articles of Incorporation,
the  corporation's   Bylaws,  any  resolution  of  the  board  of  directors  or
stockholders,  any other  authorization,  whenever  adopted,  after notice, by a
majority vote of all voting stock then outstanding,  or any contract, both as to
action in his  official  capacity  and as to action in  another  capacity  while
holding  such office,  and shall  continue as to a person who has ceased to be a
director,  officer or  employee,  and shall  inure to the  benefit of the heirs,
executors and administrators of such a person.


                                      4

<PAGE> 5



      SECTION  7.06.  VESTMENT  OF  RIGHTS.  The  right  of  any  individual  to
indemnification  under  this  Article  shall vest at the time of  occurrence  or
performance  of any event,  act or omission  giving rise to any action,  suit or
proceeding  of the nature  referred to in Section 7.01 of this Article and, once
vested,  shall  not later be  impaired  as a result  of any  amendment,  repeal,
alteration  or  other   modification   of  any  or  all  of  these   provisions.
Notwithstanding the foregoing,  the indemnification  afforded under this Article
shall be  applicable  to all alleged  prior acts or omissions of any  individual
seeking indemnification hereunder, regardless of the fact that such alleged acts
or omissions  may have occurred  prior to the adoption of this  Article.  To the
extent  such  prior  acts or  omissions  cannot be deemed to be  covered by this
Article, the right of any individual to indemnification shall be governed by the
indemnification  provisions  in  effect  at the  time  of  such  prior  acts  or
omissions.

      SECTION  7.07.  INSURANCE.  The  corporation  may  purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent  of  the  corporation,  or who is or was  serving  at the  request  of the
corporation  as a  director,  officer,  partner,  trustee,  employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other  enterprise,  against any  liability  asserted  against or incurred by the
individual  in that  capacity  or  arising  from the  individual's  status  as a
director,  officer, employee or agent, whether or not the corporation would have
power to indemnify the individual against the same liability under this Article.

      SECTION 7.08.  OTHER DEFINITIONS.

      For  purposes of this  Article,  serving an employee  benefit  plan at the
request of the corporation  shall include any service as a director,  officer or
employee of the  corporation  which imposes  duties on, or involves  services by
such director, officer or employee with respect to an employee benefit plan, its
participants, or beneficiaries. A person who acted in good faith and in a manner
he  reasonably  believed to be in the best  interests  of the  participants  and
beneficiaries  of an  employee  benefit  plan shall be deemed to have acted in a
manner "not opposed to the best interest of the corporation" referred to in this
Article.

      For purposes of this Article,  "party"  includes any  individual who is or
was a plaintiff, defendant or respondent in any action, suit or proceeding.

      For purposes of this Article,  "official capacity," when used with respect
to a director,  shall mean the office of director of the  corporation;  and when
used with respect to an individual other than a director,  shall mean the office
in the corporation held by the officer or the employment or agency  relationship
undertaking  by the  employee or agent on behalf of the  corporation.  "Official
capacity" does not include service for any other foreign or domestic corporation
or any  partnership,  joint  venture,  trust,  employee  benefit  plan, or other
enterprise,  whether for profit or not, except as set forth in Section 1 of this
Article.

      SECTION 7.09.  BUSINESS  EXPENSES.  Any payments  made to any  indemnified
party  under this  Article  under any other  right of  indemnification  shall be
deemed to be an ordinary and necessary business expense of the corporation,  and
payment thereof shall not subject any person responsible for the payment, or the
board of directors, to any action for corporate waste or to any similar action.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.






                                      5

<PAGE> 6



ITEM 8.   LIST OF EXHIBITS.

      The following exhibits are filed herewith (numbering corresponds generally
to Exhibit Table in Item 601 of Regulation S-K):

      4        First Bancorp of Indiana, Inc. 1999 Stock-Based Incentive Plan.

      5        Opinion of Muldoon, Murphy & Faucette LLP as to  the legality of
               the Common Stock to be issued.

      23.0     Consent of Muldoon, Murphy & Faucette LLP (contained in the
               opinion included in Exhibit 5).

      23.1     Consent of Olive LLP.

      24       Power of Attorney is located on the signature pages.
--------------------------



                                      6

<PAGE> 7



ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

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

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

            (ii)  To reflect in the Prospectus any facts or events arising after
                  the effective date of the Registration  Statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information set forth in the 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

            unless the  information  required  by (i) and (ii) is  contained  in
            periodic  reports filed by the Registrant  pursuant to Section 13 or
            15(d) of the Exchange Act 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.

      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 that is  incorporated  by  reference  in the  Registration
Statement  shall be deemed to be a new  Registration  Statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

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



                                      7

<PAGE> 8




                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities  Act,  First  Bancorp of
Indiana,  Inc. certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the Town of Evansville, Indiana, on May 2, 2000.

                                    FIRST BANCORP OF INDIANA, INC.



                                    By: /s/ Harold Duncan
                                        ----------------------------------------
                                          Harold Duncan
                                          President & Chief 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. Duncan) constitutes and appoints Mr. Duncan and Mr. Duncan
hereby constitutes and appoints  Christopher A. Bengert,  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/ Harold Duncan             Chief Executive Officer            May 2, 2000
----------------------------  President and Director
Harold Duncan                 (principal executive officer)


/s/ Christopher A. Bengert    Senior Vice President and          May 2, 2000
----------------------------  Treasurer
Christopher A. Bengert        (principal accounting
                              and financial officer)








<PAGE> 9



/s/ Herbert V. Dassel          Director                          May 2, 2000
----------------------------
Herbert V. Dassel


/s/ Frank E. Kern              Director                          May 2, 2000
----------------------------
Frank E. Kern


/s/ James L. Will, Jr.         Director                          May 2, 2000
----------------------------
James L. Will, Jr.


/s/ Jerry Ziemer               Director                          May 2, 2000
----------------------------
Jerry Ziemer





<PAGE> 10
<TABLE>
<CAPTION>


                                 EXHIBIT INDEX
                                 -------------


                                                                                                Sequentially
                                                                                                  Numbered
                                                                                                     Page
Exhibit No.           Description                               Method of Filing                   Location
-------------------   --------------------------------------    ------------------------------  -------------
  <S>                 <C>                                       <C>                                   <C>
    4                 First Bancorp of Indiana, Inc. 1999       Filed herewith.                       12
                      Stock-Based Incentive Program

    5                 Opinion of Muldoon, Murphy &              Filed herewith.                       25
                      Faucette LLP

  23.0                Consent of Muldoon, Murphy &              Contained in Exhibit 5.               --
                      Faucette LLP

  23.1                Accountants Consent                       Filed herewith.                       28

   24                 Power of Attorney                         Located on the signature page.        --

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 29244}]
{"company-data": {"conformed-name": "FIRST BANCORP OF INDIANA INC", "cik": "0001074543", "assigned-sic": "6035", "irs-number": "352061832", "state-of-incorporation": "IA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36076", "film-number": "616690"}, "business-address": {"street1": "C/O FIRST FEDERAL SAVINGS BANK", "street2": "2200 WEST FRANKLIN STREET", "city": "EVANSVILLE", "state": "IN", "zip": "47719", "phone": "8124233196"}, "mail-address": {"street1": "C/O FIRST FEDERAL SAVINGS BANK", "street2": "2200 WEST FRANKLIN STREET", "city": "EVANSVILLE", "state": "IN", "zip": "47719"}}
1

As filed with the Securities and Exchange Commission on May 2, 2000
                                                     Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                         UNDER THE SECURITIES ACT OF 1933
                          FIRST BANCORP OF INDIANA, INC.
   (exact name of registrant as specified in its certificate of incorporation)

INDIANA                                  6305                   35-2061832
(state or other jurisdiction of    (Primary Standard          (IRS Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                            2200 WEST FRANKLIN STREET
                            EVANSVILLE, INDIANA 47712
                                 (812) 423-3196
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                         FIRST BANCORP OF INDIANA, INC.
                         1999 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)
                    ----------------------------------------

                                          COPIES TO:
HAROLD DUNCAN                             PAUL M. AGUGGIA, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER     SUZANNE A. WALKER, ESQUIRE
FIRST BANCORP OF INDIANA, INC.            MULDOON, MURPHY & FAUCETTE LLP
2200 WEST FRANKLIN STREET                 5101 WISCONSIN AVENUE, N.W.
EVANSVILLE, INDIANA 47712                 WASHINGTON, DC  20016
(812) 423-3196                            (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As
              soon as practicable after this Registration Statement
                               becomes effective.

 If any of the securities being registered on this Form are to be offered on a
  delayed or continuous basis pursuant to Rule 415 under the Securities Act of
                      1933, check the following box. / X /
                                                      ---
=====================================================================================================
   Title of each Class of     Amount to be   Proposed Purchase   Estimated Aggregate   Registration
Securities to be Registered   Registered(1)   Price Per Share      Offering Price          Fee
-----------------------------------------------------------------------------------------------------
Common Stock                 227,240
  $.01 par Value               Shares (2)       $9.125 (3)         $2,073,565             $547
-----------------------------------------------------------------------------------------------------
   Common Stock                  90,896
  $.01 par Value               Shares (4)       $9.125(5)          $  829,426             $219
=====================================================================================================
(1)Together  with an  indeterminate  number of  additional  shares  which may be
   necessary to adjust the number of shares  reserved  for issuance  pursuant to
   the First  Bancorp of Indiana,  Inc.  1999  Stock-Based  Incentive  Plan (the
   "Plan") as the result of a stock split,  stock dividend or similar adjustment
   of the outstanding Common Stock of First Bancorp of Indiana, Inc. pursuant to
   17 C.F.R. Section 230.416(a).
(2)Represents  the total number of shares  currently  reserved or available  for
   issuance  as options  pursuant to the Plan.
(3)Exercise  price of $9.125 per share at which options for 204,516 shares under
   the Plan have been  granted  to date and by $9.125  the  market  value of the
   Common Stock on April 25, 2000,  as  determined  by the closing  price on the
   Nasdaq Stock Market as reported in the Wall Street Journal, for 22,724 shares
   for which options have not yet been granted under the Plan.
(4)Represents  the total number of shares  currently  reserved or available  for
   issuance as stock  awards under the Plan.
(5)The  market value of the Common Stock on April 25,  2000, at which the 90,896
   shares may be purchased to satisfy awards under the Plan.

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

Number of Pages 28
Exhibit Index begins on Page 10
2

FIRST BANCORP OF INDIANA, INC.

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

ITEMS 1 & 2. The  document  containing the  information for the First Bancorp of
Indiana,  Inc. (the "Company" or the  "Registrant")  1999 Stock-Based  Incentive
Plan (the "Plan") required by Part I of the Registration  Statement will be sent
or given to the  participants in the Plan as specified by Rule  428(b)(1).  Such
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.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:

      (a) The Form 10-K filed by the Registrant  (File No.  000-29814)  with the
SEC on September 27, 1999,  which  includes the  consolidated  balance sheets of
First Bancorp of Indiana,  Inc. and subsidiary as of June 30, 1999 and 1998, and
the related  consolidated  statements of income,  changes in equity capital, and
cash flows for each of the three years in the period ended June 30, 1999.

      (b) The Form 10-Q filed by the  Registrant  for the fiscal  quarter  ended
September 30, 1999 (File No. 000-29814), filed with the SEC on November 9, 1999.

      (c) The Form 10-Q filed by the  Registrant  for the fiscal  quarter  ended
December 31, 1999 (File No. 000-29814), filed with the SEC on February 11, 2000.
 .
      (d) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No.  000-29814),  as filed with the SEC pursuant to Section 12(g)
of the  Securities  Exchange  Act of 1934 (the  "Exchange  Act") and Rule 12b-15
promulgated  thereunder,  on January 21, 1999 as  incorporated by reference from
the Company's Registration Statement on Form S-1 (SEC File No. 333-68793).

      (e) All documents  filed by the  Registrant  pursuant to Section 13(a) and
(c),  14 or 15(d) of the  Exchange  Act 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.

                                        2
3

ITEM 4.  DESCRIPTION OF SECURITIES.

      The common  stock to be offered  pursuant to the 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
the firm of Muldoon, Murphy & Faucette LLP, Washington, D.C. for the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent  permissible by the general  corporation
law of Indiana as it currently  exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exist. This
indemnification applies to the Board of Directors who administer the Plan.

                                   ARTICLE VII

                                 INDEMNIFICATION

      SECTION 7.01.  GENERAL  PROVISIONS.  The corporation shall, to the fullest
extent to which it is empowered to do so by the Indiana Business Corporation Act
or any other  applicable  laws,  as from time to time in effect,  indemnify  any
person  who was or is a  party,  or is  threatened  to be made a  party,  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or investigative  and whether formal or informal,  by
reason of the fact that he is or was a  director,  officer  or  employee  of the
corporation,  or who, while serving as such director, officer or employee of the
corporation,  is or was serving at the request of the corporation as a director,
officer,   partner,   trustee,   employee  or  agent  of  another   corporation,
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
whether  for  profit  or not,  against  expenses  (including  attorneys'  fees),
judgments,  settlements,  penalties and fines  (including  excise taxes assessed
with respect to employee  benefit plans) actually or reasonably  incurred by him
in accordance  with such action,  suit or proceeding,  if he acted in good faith
and in a manner he reasonably  believed,  in the case of conduct in his official
capacity,  was in the best interest of the corporation,  and in all other cases,
was not opposed to the best  interests of the  corporation,  and with respect to
any criminal action or proceeding, he either had reasonable cause to believe his
conduct was lawful or no  reasonable  cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order, settlement
or conviction,  or upon a plea of nolo contendere or its equivalent,  shall not,
of itself,  create a  presumption  that the  person did not meet the  prescribed
standard of conduct.

      SECTION 7.02.  INDEMNIFICATION  AUTHORIZED. To the extent that a director,
officer or employee of the  corporation  has been  successful,  on the merits or
otherwise,  in the  defense of any  action,  suit or  proceeding  referred to in
Section 7.01 of this  Article,  or in the defense of any claim,  issue or matter
therein, the corporation shall indemnify such person against expenses (including
attorneys'  fees) actually and reasonably  incurred by such person in connection
therewith.  Any other indemnification under Section 7.01 of this Article (unless
ordered by a court) shall be made by the  corporation  only as authorized in the
specific  case,  upon a  determination  that  indemnification  of the  director,
officer or employee is permissible in the

                                      3
4

circumstances  because  he has met the  applicable  standard  of  conduct.  Such
determination  shall be made (a) by the board of directors by a majority vote of
a quorum  consisting  of  directors  who were  not at the time  parties  to such
action,  suit  or  proceeding;  or (b) if a  quorum  cannot  be  obtained  under
subdivision  (a), by a majority vote of a committee duly designated by the board
of directors (in which  designation  directors who are parties may participate),
consisting  solely  of two or more  directors  not at the time  parties  to such
action, suit or proceeding; or (c) by special legal counsel: (i) selected by the
board of directors or its committee in the manner  prescribed in subdivision (a)
or (b), or (ii) if a quorum of the board of directors  cannot be obtained  under
subdivision  (a) and a committee  cannot be designated  under  subdivision  (b),
selected by a majority vote of the full board of directors  (in which  selection
directors who are parties may participate);  or (d) by stockholders,  but shares
owned by or voted under the control of directors  who are at the time parties to
such action, suit or proceeding may not be voted on the determination.

      Authorization of  indemnification  and evaluation as to  reasonableness of
expenses  shall  be  made  in  the  same  manner  as  the   determination   that
indemnification  is  permissible,  except that if the  determination  is made by
special legal counsel,  authorization  of  indemnification  and evaluation as to
reasonableness  of expenses shall be made by those entitled under subsection (c)
to select counsel.

      SECTION 7.03.  DEFINITION OF GOOD FAITH. For purposes of any determination
under  Section 7.01 of this  Article,  a person shall be deemed to have acted in
good faith and to have  otherwise  met the  applicable  standard  of conduct set
forth in Section 7.01 if his action is based on information,  opinions, reports,
or  statements,  including  financial  statements and other  financial  data, if
prepared  or  presented  by  (a)  one  or  more  officers  or  employees  of the
corporation or other  enterprise whom he reasonably  believes to be reliable and
competent  in the matters  presented;  (b) legal  counsel,  public  accountants,
appraisers or other persons as to matters he reasonably  believes are within the
person's  professional or expert competence;  or (c) a committee of the board of
directors of the corporation or another  enterprise of which the person is not a
member if he  reasonably  believes the  committee  merits  confidence.  The term
"another  enterprise"  as  used  in this  Section  7.03  shall  mean  any  other
corporation or any partnership,  joint venture,  trust, employee benefit plan or
other  enterprise  of which such  person is or was serving at the request of the
corporation as a director,  officer,  partner,  trustee,  employee or agent. The
provisions  of this Section 7.03 shall not be deemed to be exclusive or to limit
in any way the  circumstances  in which a person  may be  deemed to have met the
applicable standards of conduct set forth in Section 7.01 of this Article.

      SECTION 7.04.  ADVANCEMENT  OF EXPENSES.  Expenses  incurred in connection
with  any  civil  or  criminal  action,  suit or  proceeding  may be paid for or
reimbursed  by the  corporation  in  advance  of the final  disposition  of such
action,  suit or  proceeding,  as  authorized  in the specific  case in the same
manner  described  in Section  7.02 of this  Article,  upon receipt of a written
affirmation of the director, officer or employee's good faith belief that he has
met the  standard of conduct  described in Section 7.01 of this Article and upon
receipt of a written undertaking on behalf of the director,  officer or employee
to repay such amount if it shall  ultimately be determined  that he did not meet
the standard of conduct set forth in this Article,  and a determination  is made
that the facts then known to those making the  determination  would not preclude
indemnification under this Article.

      SECTION  7.05.  NON-EXCLUSIVITY.  The  indemnification  provided  by  this
Article  shall not be  deemed  exclusive  of any other  rights to which a person
seeking  indemnification  may be entitled under these Articles of Incorporation,
the  corporation's   Bylaws,  any  resolution  of  the  board  of  directors  or
stockholders,  any other  authorization,  whenever  adopted,  after notice, by a
majority vote of all voting stock then outstanding,  or any contract, both as to
action in his  official  capacity  and as to action in  another  capacity  while
holding  such office,  and shall  continue as to a person who has ceased to be a
director,  officer or  employee,  and shall  inure to the  benefit of the heirs,
executors and administrators of such a person.

                                      4
5

      SECTION  7.06.  VESTMENT  OF  RIGHTS.  The  right  of  any  individual  to
indemnification  under  this  Article  shall vest at the time of  occurrence  or
performance  of any event,  act or omission  giving rise to any action,  suit or
proceeding  of the nature  referred to in Section 7.01 of this Article and, once
vested,  shall  not later be  impaired  as a result  of any  amendment,  repeal,
alteration  or  other   modification   of  any  or  all  of  these   provisions.
Notwithstanding the foregoing,  the indemnification  afforded under this Article
shall be  applicable  to all alleged  prior acts or omissions of any  individual
seeking indemnification hereunder, regardless of the fact that such alleged acts
or omissions  may have occurred  prior to the adoption of this  Article.  To the
extent  such  prior  acts or  omissions  cannot be deemed to be  covered by this
Article, the right of any individual to indemnification shall be governed by the
indemnification  provisions  in  effect  at the  time  of  such  prior  acts  or
omissions.

      SECTION  7.07.  INSURANCE.  The  corporation  may  purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent  of  the  corporation,  or who is or was  serving  at the  request  of the
corporation  as a  director,  officer,  partner,  trustee,  employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other  enterprise,  against any  liability  asserted  against or incurred by the
individual  in that  capacity  or  arising  from the  individual's  status  as a
director,  officer, employee or agent, whether or not the corporation would have
power to indemnify the individual against the same liability under this Article.

      SECTION 7.08.  OTHER DEFINITIONS.

      For  purposes of this  Article,  serving an employee  benefit  plan at the
request of the corporation  shall include any service as a director,  officer or
employee of the  corporation  which imposes  duties on, or involves  services by
such director, officer or employee with respect to an employee benefit plan, its
participants, or beneficiaries. A person who acted in good faith and in a manner
he  reasonably  believed to be in the best  interests  of the  participants  and
beneficiaries  of an  employee  benefit  plan shall be deemed to have acted in a
manner "not opposed to the best interest of the corporation" referred to in this
Article.

      For purposes of this Article,  "party"  includes any  individual who is or
was a plaintiff, defendant or respondent in any action, suit or proceeding.

      For purposes of this Article,  "official capacity," when used with respect
to a director,  shall mean the office of director of the  corporation;  and when
used with respect to an individual other than a director,  shall mean the office
in the corporation held by the officer or the employment or agency  relationship
undertaking  by the  employee or agent on behalf of the  corporation.  "Official
capacity" does not include service for any other foreign or domestic corporation
or any  partnership,  joint  venture,  trust,  employee  benefit  plan, or other
enterprise,  whether for profit or not, except as set forth in Section 1 of this
Article.

      SECTION 7.09.  BUSINESS  EXPENSES.  Any payments  made to any  indemnified
party  under this  Article  under any other  right of  indemnification  shall be
deemed to be an ordinary and necessary business expense of the corporation,  and
payment thereof shall not subject any person responsible for the payment, or the
board of directors, to any action for corporate waste or to any similar action.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

                                      5
6

ITEM 8.   LIST OF EXHIBITS.

      The following exhibits are filed herewith (numbering corresponds generally
to Exhibit Table in Item 601 of Regulation S-K):

      4        First Bancorp of Indiana, Inc. 1999 Stock-Based Incentive Plan.

      5        Opinion of Muldoon, Murphy & Faucette LLP as to  the legality of
               the Common Stock to be issued.

      23.0     Consent of Muldoon, Murphy & Faucette LLP (contained in the
               opinion included in Exhibit 5).

      23.1     Consent of Olive LLP.

      24       Power of Attorney is located on the signature pages.
--------------------------

                                      6
7

ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

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

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

            (ii)  To reflect in the Prospectus any facts or events arising after
                  the effective date of the Registration  Statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information set forth in the 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

            unless the  information  required  by (i) and (ii) is  contained  in
            periodic  reports filed by the Registrant  pursuant to Section 13 or
            15(d) of the Exchange Act 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.

      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 that is  incorporated  by  reference  in the  Registration
Statement  shall be deemed to be a new  Registration  Statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

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

                                      7
8

                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities  Act,  First  Bancorp of
Indiana,  Inc. certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the Town of Evansville, Indiana, on May 2, 2000.

                                    FIRST BANCORP OF INDIANA, INC.

                                    By: /s/ Harold Duncan
                                        ----------------------------------------
                                          Harold Duncan
                                          President & Chief 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. Duncan) constitutes and appoints Mr. Duncan and Mr. Duncan
hereby constitutes and appoints  Christopher A. Bengert,  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/ Harold Duncan             Chief Executive Officer            May 2, 2000
----------------------------  President and Director
Harold Duncan                 (principal executive officer)

/s/ Christopher A. Bengert    Senior Vice President and          May 2, 2000
----------------------------  Treasurer
Christopher A. Bengert        (principal accounting
                              and financial officer)
9

/s/ Herbert V. Dassel          Director                          May 2, 2000
----------------------------
Herbert V. Dassel

/s/ Frank E. Kern              Director                          May 2, 2000
----------------------------
Frank E. Kern

/s/ James L. Will, Jr.         Director                          May 2, 2000
----------------------------
James L. Will, Jr.

/s/ Jerry Ziemer               Director                          May 2, 2000
----------------------------
Jerry Ziemer
10
EXHIBIT INDEX
                                 -------------

                                                                                                Sequentially
                                                                                                  Numbered
                                                                                                     Page
Exhibit No.           Description                               Method of Filing                   Location
-------------------   --------------------------------------    ------------------------------  -------------
4                 First Bancorp of Indiana, Inc. 1999       Filed herewith.                       12
                      Stock-Based Incentive Program

    5                 Opinion of Muldoon, Murphy &              Filed herewith.                       25
                      Faucette LLP

  23.0                Consent of Muldoon, Murphy &              Contained in Exhibit 5.               --
                      Faucette LLP

  23.1                Accountants Consent                       Filed herewith.                       28

   24                 Power of Attorney                         Located on the signature page.        --