<PAGE> 1

As filed with the Securities and Exchange Commission on April 19, 1999
                                            Registration No. 333-63515
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               FIRST CAPITAL, INC.
             (Exact Name of Registrant as Specified in its Charter)
  INDIANA                             6035                       35-2056949
(State of Incorporation)  (Primary Standard Classification     (IRS Employer 
                                    Code Number)             Identification No.)

                             220 FEDERAL DRIVE, N.W.
                             CORYDON, INDIANA 47112
                                 (812) 738-2198
   (Address, including zip code, and telephone number including area code, of
                   registrant's principal executive offices)

        FIRST FEDERAL BANK, A FEDERAL SAVINGS BANK 1994 STOCK OPTION PLAN
        (AS ASSUMED BY FIRST CAPITAL, INC., EFFECTIVE DECEMBER 31, 1998)

                            (FULL TITLE OF THE PLANS)

                                                  COPIES TO:
   JAMES G. PENDLETON                             ERIC S. KRACOV, ESQ.
   CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE      MULDOON, MURPHY & FAUCETTE LLP
   OFFICER                                        5101 WISCONSIN AVENUE, N.W.
   FIRST CAPITAL, INC.                            WASHINGTON, D.C.  20016
   220 FEDERAL DRIVE, N.W.                        (202) 362-0840
   CORYDON, INDIANA 47112                         
   (812) 738-2198

   (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE,
               INCLUDING AREA CODE)

<TABLE>
<CAPTION>
================================================================================================
                           CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------
 TITLE OF CLASS OF                                              ESTIMATED                     
  SECURITIES TO BE    PROPOSED AMOUNT     PROPOSED PURCHASE     AGGREGATE         AMOUNT OF
    REGISTERED       TO BE REGISTERED 1   AMOUNT PER SHARE   OFFERING PRICE 2  REGISTRATION FEE
------------------------------------------------------------------------------------------------
<S>                   <C>                      <C>                 <C>               <C> 
COMMON STOCK,         51,298 SHARES 3          $7.83 4             $401,850          $111
$.01 PAR VALUE
================================================================================================
</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  FEDERAL  BANK,  A FEDERAL  SAVINGS BANK 1994 STOCK OPTION PLAN (AS
   ASSUMED BY FIRST CAPITAL, INC. EFFECTIVE DECEMBER 31, 1998) (THE "1994 PLAN")
   AS THE RESULT OF A STOCK SPLIT,  STOCK DIVIDEND OR SIMILAR  ADJUSTMENT OF THE
   OUTSTANDING COMMON STOCK OF FIRST CAPITAL, INC. PURSUANT TO 17 C.F.R. SECTION
   230.416(A).
2  ESTIMATED SOLELY FOR PURPOSES OF CALCULATING THE REGISTRATION FEE.
3  PURSUANT TO 17 C.F.R. SECTION 230.457(H)(1), REPRESENTS  THE TOTAL  NUMBER OF
   SHARES  SUBJECT TO OPTIONS  UNDER THE 1994 PLAN  PRIOR TO ANY  ADJUSTMENT  AS
   PERMITTED  UNDER THE 1994 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.
4  WEIGHTED AVERAGE PRICE DETERMINED BY THE AVERAGE EXERCISE PRICE OF $6.68  PER
   SHARE AT WHICH  OPTIONS FOR 24,337 SHARES HAVE BEEN GRANTED TO DATE UNDER THE
   1994 PLAN AND BY $8.875 THE MARKET VALUE OF THE COMMON STOCK ON APRIL 6, 1999
   AS  DETERMINED  BY THE  MEAN  BETWEEN  THE  CLOSING  HIGH  BID AND LOW  ASKED
   QUOTATION  ON THE NASDAQ  SMALLCAP  MARKET AS REPORTED  BY YAHOO  FINANCE FOR
   26,961  SHARES FOR WHICH  OPTIONS  HAVE NOT YET BEEN  GRANTED  UNDER THE 1994
   PLAN.

NUMBER OF PAGES 24
EXHIBIT INDEX BEGINS ON PAGE 7


<PAGE> 2



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

ITEMS 1 & 2. The documents containing the information for the 1994 Plan required
by  Part  I of  the  registration  statement  will  be  sent  or  given  to  the
participants in the 1994 Plan as specified by Rule 428(b)(1). Such documents are
not filed with the  Securities and Exchange  Commission  (the "SEC") either as a
part of this registration statement or as prospectuses or prospectus supplements
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 424(b)  Prospectus (the  "Prospectus")  filed by the Registrant
(File No. 333-63515)  with the SEC on November  30,  1998,  which  includes  the
balance sheets of FIRST FEDERAL BANK, A FEDERAL  SAVINGS BANK (the "Bank") as of
June 30, 1998 and 1997,  and the  related  statements  of income,  stockholders'
equity, and cash flows for each of the years then ended June 30, 1998,  together
with the related notes and the reports of Monroe Shine & Co.,  Inc.,  dated July
22, 1998.

         (b) The Form  10-QSB  report  filed by the  Registrant  for the  fiscal
quarter  ended  December  31, 1998 (File No.  000-25023),  filed with the SEC on
February 16, 1999.

         (c)  The  description  of   Registrant's   common  stock  contained  in
Registrant's Form 8- A12G (File No. 000-25023),  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 November 4, 1998 and declared effective
on November  12,  1998,  as  incorporated  by  reference  from the  Registrant's
Registration  Statement on Form SB-2 (SEC No. 333-63515) as amended and declared
effective on November 12, 1998.

         (d) 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

      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 Indiana  Business
Corporation Law as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exists.

      In accordance with the Indiana  Business  Corporation Law (being Title 23,
Article  1  Chapter  37 of the  Indiana  Code),  the  Registrant's  Articles  of
Incorporation provide as follows:

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 Law
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.


                                        3

<PAGE> 4



      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  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

                                        4

<PAGE> 5


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.

      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

                                        5

<PAGE> 6



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  7.01 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.



                                        6

<PAGE> 7



ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.        EXHIBITS.

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

        3.1  Articles of Incorporation of First Capital, Inc.1 
        3.2  Bylaws of First Capital, Inc.1 
        4.0  FIRST FEDERAL BANK, A FEDERAL SAVINGS BANK 1994  Stock Option  Plan
             (as assumed by First Capital, Inc. effective 12/31/98).
        5.0  Opinion of Muldoon, Murphy & Faucette LLP as to the legality of the
             Common Stock registered hereby.
       23.1  Consent of Muldoon, Murphy & Faucette LLP (contained in the opinion
             included as Exhibit 5)
       23.2  Consent of Monroe Shine & Co., Inc.
       24    Powers of Attorney (contained on the signature pages).
-----------------------

      1  Incorporated  herein by  reference  from  Exhibits  3.1,  3.2,  and 4.0
         respectively, contained in the Registration Statement on Form SB-2 (SEC
         No.  333-63515),  as  amended  and  declared  effective  by the  SEC on
         November 12, 1998.

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  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:

         (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


                                        7

<PAGE> 8



         (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.

      (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; and

      (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.

      (4)That,  for purposes of determining  any liability  under the Securities
         Act, each filing of the Registrant's  annual report pursuant to Section
         13(a) or 15(d) of the Exchange Act that is incorporated by reference in
         the  registration  statement  shall be deemed to be a new  registration
         statement relating to the securities offered therein,  and the offering
         of such  securities at that time shall be deemed to be the initial bona
         fide offering thereof.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to trustees,  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 SEC such  indemnification
is  against  public  policy  as  expressed  in  such  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  trustee,  officer  or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
trustee,  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 such Act will be governed by the final  adjudication  of
such issue.


                                        8

<PAGE> 9



                                   SIGNATURES

      The Registrant.

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
First Capital,  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 City of Corydon, State of Indiana, on April 19, 1999.

                                    First Capital, Inc.

                                    By:/s/ James G. Pendleton
                                       ---------------------------------------
                                       James G. Pendleton
                                       Chairman of the Board and Chief Executive
                                       Officer

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below (other than Mr. Pendleton) constitutes and appoints James G. Pendleton and
Mr.  Pendleton  hereby  constitutes  and appoints Samuel E. Uhl, 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.

      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.

    Name                            Title                           Date
    ----                            -----                           ----

/s/ James G. Pendleton        Chairman of the Board and           April 19, 1999
--------------------------    Chief Executive Officer
James G. Pendleton            


/s/ M. Chris Frederick        Senior Vice President,              April 19, 1999
--------------------------    Chief Financial Officer and
M. Chris Frederick            Treasurer (Principal Financial
                              and Accounting Officer)
                              




<PAGE> 10



/s/ Mark D. Shireman          Director                            April 19, 1999
--------------------------
Mark D. Shireman


/s/ Dennis L. Huber           Director                            April 19, 1999
--------------------------
Dennis L. Huber


/s/ Samuel E. Uhl             President, Chief Operating          April 19, 1999
--------------------------    Officer and Director
Samuel E. Uhl                                              



/s/ Kenneth R. Saulman         Director                           April 19, 1999
--------------------------
Kenneth R. Saulman



/s/ John W. Buschemeyer        Director                           April 19, 1999
--------------------------
John W. Buschemeyer



/s/ Gerald L. Uhl              Director                           April 19, 1999
--------------------------
Gerald L. Uhl
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 28425}]
{"company-data": {"conformed-name": "FIRST CAPITAL INC", "cik": "0001070296", "assigned-sic": "6035", "state-of-incorporation": "IN", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76543", "film-number": "99596812"}, "business-address": {"street1": "220 FEDERAL DRIVE N W", "city": "CORYDON", "state": "IN", "zip": "47112", "phone": "8127382198"}, "mail-address": {"street1": "220 FEDERAL DRIVE N W", "city": "CORYDON", "state": "IN", "zip": "47112"}}
1

As filed with the Securities and Exchange Commission on April 19, 1999
                                            Registration No. 333-63515
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               FIRST CAPITAL, INC.
             (Exact Name of Registrant as Specified in its Charter)
  INDIANA                             6035                       35-2056949
(State of Incorporation)  (Primary Standard Classification     (IRS Employer 
                                    Code Number)             Identification No.)

                             220 FEDERAL DRIVE, N.W.
                             CORYDON, INDIANA 47112
                                 (812) 738-2198
   (Address, including zip code, and telephone number including area code, of
                   registrant's principal executive offices)

        FIRST FEDERAL BANK, A FEDERAL SAVINGS BANK 1994 STOCK OPTION PLAN
        (AS ASSUMED BY FIRST CAPITAL, INC., EFFECTIVE DECEMBER 31, 1998)

                            (FULL TITLE OF THE PLANS)

                                                  COPIES TO:
   JAMES G. PENDLETON                             ERIC S. KRACOV, ESQ.
   CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE      MULDOON, MURPHY & FAUCETTE LLP
   OFFICER                                        5101 WISCONSIN AVENUE, N.W.
   FIRST CAPITAL, INC.                            WASHINGTON, D.C.  20016
   220 FEDERAL DRIVE, N.W.                        (202) 362-0840
   CORYDON, INDIANA 47112                         
   (812) 738-2198

   (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE,
               INCLUDING AREA CODE)
================================================================================================
                           CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------
 TITLE OF CLASS OF                                              ESTIMATED                     
  SECURITIES TO BE    PROPOSED AMOUNT     PROPOSED PURCHASE     AGGREGATE         AMOUNT OF
    REGISTERED       TO BE REGISTERED 1   AMOUNT PER SHARE   OFFERING PRICE 2  REGISTRATION FEE
------------------------------------------------------------------------------------------------
COMMON STOCK,         51,298 SHARES 3          $7.83 4             $401,850          $111
$.01 PAR VALUE
================================================================================================
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  FEDERAL  BANK,  A FEDERAL  SAVINGS BANK 1994 STOCK OPTION PLAN (AS
   ASSUMED BY FIRST CAPITAL, INC. EFFECTIVE DECEMBER 31, 1998) (THE "1994 PLAN")
   AS THE RESULT OF A STOCK SPLIT,  STOCK DIVIDEND OR SIMILAR  ADJUSTMENT OF THE
   OUTSTANDING COMMON STOCK OF FIRST CAPITAL, INC. PURSUANT TO 17 C.F.R. SECTION
   230.416(A).
2  ESTIMATED SOLELY FOR PURPOSES OF CALCULATING THE REGISTRATION FEE.
3  PURSUANT TO 17 C.F.R. SECTION 230.457(H)(1), REPRESENTS  THE TOTAL  NUMBER OF
   SHARES  SUBJECT TO OPTIONS  UNDER THE 1994 PLAN  PRIOR TO ANY  ADJUSTMENT  AS
   PERMITTED  UNDER THE 1994 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.
4  WEIGHTED AVERAGE PRICE DETERMINED BY THE AVERAGE EXERCISE PRICE OF $6.68  PER
   SHARE AT WHICH  OPTIONS FOR 24,337 SHARES HAVE BEEN GRANTED TO DATE UNDER THE
   1994 PLAN AND BY $8.875 THE MARKET VALUE OF THE COMMON STOCK ON APRIL 6, 1999
   AS  DETERMINED  BY THE  MEAN  BETWEEN  THE  CLOSING  HIGH  BID AND LOW  ASKED
   QUOTATION  ON THE NASDAQ  SMALLCAP  MARKET AS REPORTED  BY YAHOO  FINANCE FOR
   26,961  SHARES FOR WHICH  OPTIONS  HAVE NOT YET BEEN  GRANTED  UNDER THE 1994
   PLAN.

NUMBER OF PAGES 24
EXHIBIT INDEX BEGINS ON PAGE 7
2

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

ITEMS 1 & 2. The documents containing the information for the 1994 Plan required
by  Part  I of  the  registration  statement  will  be  sent  or  given  to  the
participants in the 1994 Plan as specified by Rule 428(b)(1). Such documents are
not filed with the  Securities and Exchange  Commission  (the "SEC") either as a
part of this registration statement or as prospectuses or prospectus supplements
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 424(b)  Prospectus (the  "Prospectus")  filed by the Registrant
(File No. 333-63515)  with the SEC on November  30,  1998,  which  includes  the
balance sheets of FIRST FEDERAL BANK, A FEDERAL  SAVINGS BANK (the "Bank") as of
June 30, 1998 and 1997,  and the  related  statements  of income,  stockholders'
equity, and cash flows for each of the years then ended June 30, 1998,  together
with the related notes and the reports of Monroe Shine & Co.,  Inc.,  dated July
22, 1998.

         (b) The Form  10-QSB  report  filed by the  Registrant  for the  fiscal
quarter  ended  December  31, 1998 (File No.  000-25023),  filed with the SEC on
February 16, 1999.

         (c)  The  description  of   Registrant's   common  stock  contained  in
Registrant's Form 8- A12G (File No. 000-25023),  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 November 4, 1998 and declared effective
on November  12,  1998,  as  incorporated  by  reference  from the  Registrant's
Registration  Statement on Form SB-2 (SEC No. 333-63515) as amended and declared
effective on November 12, 1998.

         (d) 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

      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 Indiana  Business
Corporation Law as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exists.

      In accordance with the Indiana  Business  Corporation Law (being Title 23,
Article  1  Chapter  37 of the  Indiana  Code),  the  Registrant's  Articles  of
Incorporation provide as follows:

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 Law
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.

                                        3
4

      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  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

                                        4
5

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.

      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

                                        5
6

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  7.01 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.

                                        6
7

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.        EXHIBITS.

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

        3.1  Articles of Incorporation of First Capital, Inc.1 
        3.2  Bylaws of First Capital, Inc.1 
        4.0  FIRST FEDERAL BANK, A FEDERAL SAVINGS BANK 1994  Stock Option  Plan
             (as assumed by First Capital, Inc. effective 12/31/98).
        5.0  Opinion of Muldoon, Murphy & Faucette LLP as to the legality of the
             Common Stock registered hereby.
       23.1  Consent of Muldoon, Murphy & Faucette LLP (contained in the opinion
             included as Exhibit 5)
       23.2  Consent of Monroe Shine & Co., Inc.
       24    Powers of Attorney (contained on the signature pages).
-----------------------

      1  Incorporated  herein by  reference  from  Exhibits  3.1,  3.2,  and 4.0
         respectively, contained in the Registration Statement on Form SB-2 (SEC
         No.  333-63515),  as  amended  and  declared  effective  by the  SEC on
         November 12, 1998.

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  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:

         (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

                                        7
8

         (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.

      (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; and

      (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.

      (4)That,  for purposes of determining  any liability  under the Securities
         Act, each filing of the Registrant's  annual report pursuant to Section
         13(a) or 15(d) of the Exchange Act that is incorporated by reference in
         the  registration  statement  shall be deemed to be a new  registration
         statement relating to the securities offered therein,  and the offering
         of such  securities at that time shall be deemed to be the initial bona
         fide offering thereof.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to trustees,  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 SEC such  indemnification
is  against  public  policy  as  expressed  in  such  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  trustee,  officer  or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
trustee,  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 such Act will be governed by the final  adjudication  of
such issue.

                                        8
9

                                   SIGNATURES

      The Registrant.

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
First Capital,  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 City of Corydon, State of Indiana, on April 19, 1999.

                                    First Capital, Inc.

                                    By:/s/ James G. Pendleton
                                       ---------------------------------------
                                       James G. Pendleton
                                       Chairman of the Board and Chief Executive
                                       Officer

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below (other than Mr. Pendleton) constitutes and appoints James G. Pendleton and
Mr.  Pendleton  hereby  constitutes  and appoints Samuel E. Uhl, 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.

      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.

    Name                            Title                           Date
    ----                            -----                           ----

/s/ James G. Pendleton        Chairman of the Board and           April 19, 1999
--------------------------    Chief Executive Officer
James G. Pendleton            

/s/ M. Chris Frederick        Senior Vice President,              April 19, 1999
--------------------------    Chief Financial Officer and
M. Chris Frederick            Treasurer (Principal Financial
                              and Accounting Officer)
10

/s/ Mark D. Shireman          Director                            April 19, 1999
--------------------------
Mark D. Shireman

/s/ Dennis L. Huber           Director                            April 19, 1999
--------------------------
Dennis L. Huber

/s/ Samuel E. Uhl             President, Chief Operating          April 19, 1999
--------------------------    Officer and Director
Samuel E. Uhl                                              

/s/ Kenneth R. Saulman         Director                           April 19, 1999
--------------------------
Kenneth R. Saulman

/s/ John W. Buschemeyer        Director                           April 19, 1999
--------------------------
John W. Buschemeyer

/s/ Gerald L. Uhl              Director                           April 19, 1999
--------------------------
Gerald L. Uhl