<PAGE> 1
As filed with the Securities and Exchange Commission on February 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 CAPITAL, INC.
   (exact name of registrant as specified in its certificate of incorporation)
          INDIANA                                         35-2056949
(state or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                             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 CAPITAL, INC.
                         1999 STOCK-BASED INCENTIVE PLAN
                                       and
                        1998 OFFICERS' AND KEY EMPLOYEES'
                        STOCK OPTION PLAN OF HCB BANCORP1
                            (Full Title of the Plans)
                       ----------------------------------
M. CHRIS FREDERICK                        COPIES TO:
CHIEF FINANCIAL OFFICER                   ERIC S. KRACOV, ESQUIRE
FIRST CAPITAL, INC.                       AARON M. KASLOW, ESQUIRE
220 FEDERAL DRIVE, N.W.                   MULDOON, MURPHY & FAUCETTE LLP
CORYDON, INDIANA 47112                    5101 WISCONSIN AVENUE, N.W.
(812) 738-2198                            WASHINGTON, D.C.  20016
(Name, address, including zip code, and   (202) 362-0840
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(2)   Price Per Share     Offering Price          Fee
-----------------------------------------------------------------------------------------------------
    <S>                          <C>              <C>                  <C>               <C>
     Common Stock                  76,876
    $.01 Par Value               Shares (3)       $11.00 (4)           $845,636          $223
-----------------------------------------------------------------------------------------------------
     Common Stock                  62,000
    $.01 Par Value               Shares (5)       $11.00 (6)           $682,000          $180
-----------------------------------------------------------------------------------------------------
     Common Stock                  30,750
    $.01 Par Value               Shares (7)       $11.00 (8)           $338,250          $ 89
-----------------------------------------------------------------------------------------------------
(1)First Capital,  Inc. (the "Registrant" or "First Capital") is offering shares
   of its  common  stock  pursuant  to this plan  because  in the  merger of HCB
   Bancorp  into  First  Capital,  the  Registrant  succeeded  to HCB  Bancorp's
   obligations under this plan.
(2)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  Capital,  Inc. 1999  Stock-Based  Incentive  Plan (the  "Incentive
   Plan") and the 1998  Officers'  and Key  Employees'  Stock Option Plan of HCB
   Bancorp (as assumed by First  Capital) (the "Option Plan") as the result of a
   stock split,  stock dividend or similar  adjustment of the outstanding common
   stock of First Capital pursuant to 17 C.F.R. Section 230.416(a).
(3)This number  represents the total number of shares of First Capital currently
   reserved  or  available  for  issuance  upon the  exercise  of stock  options
   pursuant to the Incentive Plan. This is pursuant to 17 C.F.R. Section 457.
(4)$11.00 represents the market value of First Capital  Common Stock on  January
   27, 2000.  No options  have been granted  under the  Incentive  Plan to date.
(5)Represents  the total number of shares  currently  reserved or available  for
   issuance upon the exercise of stock  options  pursuant to the Option Plan, as
   adjusted to reflect the exchange ratio of 15.5 shares of First Capital common
   stock for each share of HCB Bancorp common stock ("Exchange Ratio").  This is
   pursuant to 17 C.F.R. Section 457.
(6)Represents  the market value of the Common Stock on January 27, 2000.
(7)Represents  the total number of shares  currently  reserved or available  for
   issuance as stock awards under the Incentive Plan.
(8)The market value of the Common Stock on  January 27, 2000. All 30,750  shares
   have been awarded under the Incentive Plan.
</TABLE>
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
Exhibit Index begins on Page



<PAGE> 2



FIRST CAPITAL, INC.

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

ITEMS 1 & 2. First  Capital,  Inc.  (the  "Registrant"  or "First  Capital")  is
offering  shares of its common stock  pursuant to the First  Capital,  Inc. 1999
Stock-Based Incentive Plan (the "Incentive Plan") and the 1998 Officers' and Key
Employees'  Stock Option Plan of HCB Bancorp (as assumed by First  Capital) (the
"Option  Plan")  because in the merger of HCB Bancorp  into First  Capital,  the
Registrant  succeeded to HCB Bancorp's  obligations  under the Option Plan.  The
documents  containing the information for the Incentive Plan and the Option Plan
required by Part I of the  Registration  Statement  will be sent or given to the
participants in the plans 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 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-KSB report filed by the Registrant for the year ended June
30, 1999 (File No.  333-76543),  filed with the SEC on September  17, 1999 which
includes the consolidated  balance sheets of First Capital,  Inc. and Subsidiary
as of June 30, 1999 and 1998, and the related consolidated statements of income,
stockholders' equity and cash flows for the years then ended,  together with the
related notes and the reports of Monroe Shine & Co., Inc. dated July 22, 1999.

      (b) The Form 10-QSB report filed by the  Registrant for the fiscal quarter
ended  September 30, 1999 (File No.  000-25023),  filed with the SEC on November
15, 1999.

      (c) The 424(b) Joint Proxy  Statement-Prospectus  filed by the Registrant,
dated October 7, 1999, (File No.  333-87203),  filed with the SEC on October 13,
1999, which includes the financial statements of First Capital,  Inc. as of June
30,  1999 and 1998 and for the  years  then  ended  by  reference  to the  First
Capital,  Inc.,  Form  10-KSB  filed  with SEC on  September  17,  1999 and also
includes the  consolidated  balance  sheets of HCB Bancorp and  Subsidiary as of
December 31, 1998 and 1997, and the related  consolidated  statements of income,
changes  in  stockholders'  equity  and cash  flows  for the years  then  ended,
together  with the  related  notes and the reports of Monroe  Shine & Co.,  Inc.
dated January 15, 1999.

      (d) 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.


                                        2

<PAGE> 3



      (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.

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
Muldoon, Murphy & Faucette LLP, Washington, DC, 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

                                        3

<PAGE> 4



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  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.


                                      4

<PAGE> 5



      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.

      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.


                                      5

<PAGE> 6



      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.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

ITEM 8.   LIST OF EXHIBITS

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

      4        Stock Certificate of First Capital, Inc.1

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

      10.1     Form of First Capital, Inc. Stock Option Assumption Agreement for
               the 1998  Officers' and Key  Employees'  Stock Option Plan of HCB
               Bancorp.

      10.2     First Capital, Inc. 1999 Stock-Based Incentive Plan

      10.3     1998  Officers' and  Key  Employees'  Stock  Option  Plan for HCB
               Bancorp.

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

      23.2     Consent of Monroe Shine & Company, Inc.

      24       Power of Attorney is located on the signature pages.

--------------------------
1    Incorporated  herein by  reference  from  the  Exhibit  of  the same number
     contained in the  Registration  Statement on  Form S-2 (SEC No. 333-63515),
     as amended and declared effective on November 12, 1998.


                                      6

<PAGE> 7



ITEM 9.   UNDERTAKINGS

      (a)   The undersigned Registrant hereby undertakes:

            (1)   To  file,  during  any  period  in which  it  offers  or sells
                  securities,  a post-effective  amendment to this  Registration
                  Statement to:

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

                  (ii)  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   in   the
                        Registration  Statement.  Notwithstanding the foregoing,
                        any increase or decrease in volume of securities offered
                        (if the total dollar value of  securities  offered would
                        not exceed that which was  registered) and any deviation
                        from  the  low or  high  end of  the  estimated  maximum
                        offering   range  may  be   reflected  in  the  form  of
                        prospectus  filed with the  Commission  pursuant to Rule
                        424(b) if, in the  aggregate,  the changes in volume and
                        price  represent no more than a 20 percent change in the
                        maximum  aggregate  offering  price  set  forth  in  the
                        "Calculation of Registration Fee" table in the effective
                        Registration Statement; and

                  (iii) Include any  material  information  with  respect to the
                        plan of  distribution  not  previously  disclosed in the
                        Registration  Statement or any  material  change to such
                        information in the Registration Statement;


            PROVIDED,  HOWEVER,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if the information required to be included in a post-effective
            amendment by those paragraphs is contained in periodic reports filed
            by the registrant  pursuant to Section 13 or 15(d) of the Securities
            Exchange Act of 1934 that are  incorporated  by reference  into this
            Registration Statement.

            (2)   That,  for the  purpose  of  determining  liability  under the
                  Securities  Act, each such  post-effective  amendment shall be
                  deemed  to be a new  Registration  Statement  relating  to the
                  securities offered therein, and the offering of the 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  registered that remain unsold
                  at the termination of the Offering.

      (b)   The undersigned  hereby undertakes that, for purposes of determining
            any  liability   under  the  Securities  Act,  each  filing  of  the
            Registrant's  or the Plan'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.


                                      7

<PAGE> 8



      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
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                      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 February 2, 2000.

                                      First Capital, Inc.

                                      By: /s/ William W. Harrod
                                          --------------------------------------
                                          William W. Harrod
                                          President, Chief Executive Officer
                                            and Director

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below (other than Mr.  Harrod's)  constitutes and appoints William W. Harrod and
Mr. Harrod 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/ William W. Harrod             President,                    February 2, 2000
----------------------------      Chief Executive Officer and
William W. Harrod                 Director
                                  (Principal Executive
                                  Officer)


/s/ M. Chris Frederick            Chief Financial Officer and   February 2, 2000
----------------------------      Treasurer (Principal Financial
M. Chris Frederick                and Accounting Officer)



/s/ Samuel E. Uhl                 Chief Operating               February 2, 2000
----------------------------      Officer and Director
Samuel E. Uhl



                                        9

<PAGE> 10




/s/ James G. Pendleton            Chairman of the Board         February 2, 2000
-----------------------------
James G. Pendleton


/s/ Mark D. Shireman               Director                     February 2, 2000
-----------------------------
Mark D. Shireman


/s/ Dennis L. Huber                Director                     February 2, 2000
------------------------------
Dennis L. Huber


/s/ Kenneth R. Saulman             Director                     February 2, 2000
------------------------------
Kenneth R. Saulman


/s/ John W. Buschemeyer            Director                     February 2, 2000
------------------------------
John W. Buschemeyer


/s/ Gerald L. Uhl                  Director                     February 2, 2000
------------------------------
Gerald L. Uhl


/s/ Earl H. Book                   Director                     February 2, 2000
------------------------------
Earl H. Book


/s/ James S. Burden                Director                     February 2, 2000
------------------------------
James S. Burden


/s/ Marvin E. Kiesler              Director                     February 2, 2000
------------------------------
Marvin E. Kiesler


/s/ James E. Nett                  Director                     February 2, 2000
------------------------------
James E. Nett


/s/ Michael L. Shireman            Director                     February 2, 2000
------------------------------
Michael L. Shireman


/s/ Loren E. Voyles                Director                     February 2, 2000
------------------------------
Loren E. Voyles

                                      10

<PAGE> 11
<TABLE>
<CAPTION>

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


                                                                                                Sequentially
                                                                                                  Numbered
                                                                                                   Page
Exhibit No.   Description                                    Method of Filing                    Location
-----------   --------------------------------------------   ---------------------------------  ----------

   <S>        <C>                                            <C>                                    <C>
    4         Stock Certificate of First Capital, Inc.       Incorporated herein by                 --
                                                             reference from the Exhibits of
                                                             the Registrant's Registration
                                                             Statement on Form S-2
                                                             declared effective by SEC on
                                                             November 12, 1998.

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

   10.1       Form of First Capital, Inc. Stock              Filed herewith.
              Option Assumption Agreement for
              the 1998 Officers' and Key Employees' Stock
              Option Plan for HCB Bancorp

   10.2       First Capital, Inc. 1999 Stock-Based           Filed herewith.
              Incentive Plan

   10.3       1998 Officers' and Key Employees' Stock        Filed herewith.
              Option Plan for HCB Bancorp

   23.1       Consent of Muldoon, Murphy & Faucette LLP      Contained in Exhibit 5 hereof.

   23.2       Consent of Monroe Shine & Company, Inc.        Filed herewith.

   24         Power of Attorney                              Located on the signature page.

</TABLE>


                                       11
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 35584}]
{"company-data": {"conformed-name": "FIRST CAPITAL INC", "cik": "0001070296", "assigned-sic": "6035", "irs-number": "352056949", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95987", "film-number": "520430"}, "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 February 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 CAPITAL, INC.
   (exact name of registrant as specified in its certificate of incorporation)
          INDIANA                                         35-2056949
(state or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                             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 CAPITAL, INC.
                         1999 STOCK-BASED INCENTIVE PLAN
                                       and
                        1998 OFFICERS' AND KEY EMPLOYEES'
                        STOCK OPTION PLAN OF HCB BANCORP1
                            (Full Title of the Plans)
                       ----------------------------------
M. CHRIS FREDERICK                        COPIES TO:
CHIEF FINANCIAL OFFICER                   ERIC S. KRACOV, ESQUIRE
FIRST CAPITAL, INC.                       AARON M. KASLOW, ESQUIRE
220 FEDERAL DRIVE, N.W.                   MULDOON, MURPHY & FAUCETTE LLP
CORYDON, INDIANA 47112                    5101 WISCONSIN AVENUE, N.W.
(812) 738-2198                            WASHINGTON, D.C.  20016
(Name, address, including zip code, and   (202) 362-0840
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(2)   Price Per Share     Offering Price          Fee
-----------------------------------------------------------------------------------------------------
Common Stock                  76,876
    $.01 Par Value               Shares (3)       $11.00 (4)           $845,636          $223
-----------------------------------------------------------------------------------------------------
     Common Stock                  62,000
    $.01 Par Value               Shares (5)       $11.00 (6)           $682,000          $180
-----------------------------------------------------------------------------------------------------
     Common Stock                  30,750
    $.01 Par Value               Shares (7)       $11.00 (8)           $338,250          $ 89
-----------------------------------------------------------------------------------------------------
(1)First Capital,  Inc. (the "Registrant" or "First Capital") is offering shares
   of its  common  stock  pursuant  to this plan  because  in the  merger of HCB
   Bancorp  into  First  Capital,  the  Registrant  succeeded  to HCB  Bancorp's
   obligations under this plan.
(2)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  Capital,  Inc. 1999  Stock-Based  Incentive  Plan (the  "Incentive
   Plan") and the 1998  Officers'  and Key  Employees'  Stock Option Plan of HCB
   Bancorp (as assumed by First  Capital) (the "Option Plan") as the result of a
   stock split,  stock dividend or similar  adjustment of the outstanding common
   stock of First Capital pursuant to 17 C.F.R. Section 230.416(a).
(3)This number  represents the total number of shares of First Capital currently
   reserved  or  available  for  issuance  upon the  exercise  of stock  options
   pursuant to the Incentive Plan. This is pursuant to 17 C.F.R. Section 457.
(4)$11.00 represents the market value of First Capital  Common Stock on  January
   27, 2000.  No options  have been granted  under the  Incentive  Plan to date.
(5)Represents  the total number of shares  currently  reserved or available  for
   issuance upon the exercise of stock  options  pursuant to the Option Plan, as
   adjusted to reflect the exchange ratio of 15.5 shares of First Capital common
   stock for each share of HCB Bancorp common stock ("Exchange Ratio").  This is
   pursuant to 17 C.F.R. Section 457.
(6)Represents  the market value of the Common Stock on January 27, 2000.
(7)Represents  the total number of shares  currently  reserved or available  for
   issuance as stock awards under the Incentive Plan.
(8)The market value of the Common Stock on  January 27, 2000. All 30,750  shares
   have been awarded under the Incentive 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
Exhibit Index begins on Page
2

FIRST CAPITAL, INC.

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

ITEMS 1 & 2. First  Capital,  Inc.  (the  "Registrant"  or "First  Capital")  is
offering  shares of its common stock  pursuant to the First  Capital,  Inc. 1999
Stock-Based Incentive Plan (the "Incentive Plan") and the 1998 Officers' and Key
Employees'  Stock Option Plan of HCB Bancorp (as assumed by First  Capital) (the
"Option  Plan")  because in the merger of HCB Bancorp  into First  Capital,  the
Registrant  succeeded to HCB Bancorp's  obligations  under the Option Plan.  The
documents  containing the information for the Incentive Plan and the Option Plan
required by Part I of the  Registration  Statement  will be sent or given to the
participants in the plans 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 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-KSB report filed by the Registrant for the year ended June
30, 1999 (File No.  333-76543),  filed with the SEC on September  17, 1999 which
includes the consolidated  balance sheets of First Capital,  Inc. and Subsidiary
as of June 30, 1999 and 1998, and the related consolidated statements of income,
stockholders' equity and cash flows for the years then ended,  together with the
related notes and the reports of Monroe Shine & Co., Inc. dated July 22, 1999.

      (b) The Form 10-QSB report filed by the  Registrant for the fiscal quarter
ended  September 30, 1999 (File No.  000-25023),  filed with the SEC on November
15, 1999.

      (c) The 424(b) Joint Proxy  Statement-Prospectus  filed by the Registrant,
dated October 7, 1999, (File No.  333-87203),  filed with the SEC on October 13,
1999, which includes the financial statements of First Capital,  Inc. as of June
30,  1999 and 1998 and for the  years  then  ended  by  reference  to the  First
Capital,  Inc.,  Form  10-KSB  filed  with SEC on  September  17,  1999 and also
includes the  consolidated  balance  sheets of HCB Bancorp and  Subsidiary as of
December 31, 1998 and 1997, and the related  consolidated  statements of income,
changes  in  stockholders'  equity  and cash  flows  for the years  then  ended,
together  with the  related  notes and the reports of Monroe  Shine & Co.,  Inc.
dated January 15, 1999.

      (d) 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.

                                        2
3

      (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.

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
Muldoon, Murphy & Faucette LLP, Washington, DC, 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

                                        3
4

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  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.

                                      4
5

      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.

      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.

                                      5
6

      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.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

ITEM 8.   LIST OF EXHIBITS

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

      4        Stock Certificate of First Capital, Inc.1

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

      10.1     Form of First Capital, Inc. Stock Option Assumption Agreement for
               the 1998  Officers' and Key  Employees'  Stock Option Plan of HCB
               Bancorp.

      10.2     First Capital, Inc. 1999 Stock-Based Incentive Plan

      10.3     1998  Officers' and  Key  Employees'  Stock  Option  Plan for HCB
               Bancorp.

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

      23.2     Consent of Monroe Shine & Company, Inc.

      24       Power of Attorney is located on the signature pages.

--------------------------
1    Incorporated  herein by  reference  from  the  Exhibit  of  the same number
     contained in the  Registration  Statement on  Form S-2 (SEC No. 333-63515),
     as amended and declared effective on November 12, 1998.

                                      6
7

ITEM 9.   UNDERTAKINGS

      (a)   The undersigned Registrant hereby undertakes:

            (1)   To  file,  during  any  period  in which  it  offers  or sells
                  securities,  a post-effective  amendment to this  Registration
                  Statement to:

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

                  (ii)  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   in   the
                        Registration  Statement.  Notwithstanding the foregoing,
                        any increase or decrease in volume of securities offered
                        (if the total dollar value of  securities  offered would
                        not exceed that which was  registered) and any deviation
                        from  the  low or  high  end of  the  estimated  maximum
                        offering   range  may  be   reflected  in  the  form  of
                        prospectus  filed with the  Commission  pursuant to Rule
                        424(b) if, in the  aggregate,  the changes in volume and
                        price  represent no more than a 20 percent change in the
                        maximum  aggregate  offering  price  set  forth  in  the
                        "Calculation of Registration Fee" table in the effective
                        Registration Statement; and

                  (iii) Include any  material  information  with  respect to the
                        plan of  distribution  not  previously  disclosed in the
                        Registration  Statement or any  material  change to such
                        information in the Registration Statement;

            PROVIDED,  HOWEVER,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if the information required to be included in a post-effective
            amendment by those paragraphs is contained in periodic reports filed
            by the registrant  pursuant to Section 13 or 15(d) of the Securities
            Exchange Act of 1934 that are  incorporated  by reference  into this
            Registration Statement.

            (2)   That,  for the  purpose  of  determining  liability  under the
                  Securities  Act, each such  post-effective  amendment shall be
                  deemed  to be a new  Registration  Statement  relating  to the
                  securities offered therein, and the offering of the 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  registered that remain unsold
                  at the termination of the Offering.

      (b)   The undersigned  hereby undertakes that, for purposes of determining
            any  liability   under  the  Securities  Act,  each  filing  of  the
            Registrant's  or the Plan'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.

                                      7
8

      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
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      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 February 2, 2000.

                                      First Capital, Inc.

                                      By: /s/ William W. Harrod
                                          --------------------------------------
                                          William W. Harrod
                                          President, Chief Executive Officer
                                            and Director

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below (other than Mr.  Harrod's)  constitutes and appoints William W. Harrod and
Mr. Harrod 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/ William W. Harrod             President,                    February 2, 2000
----------------------------      Chief Executive Officer and
William W. Harrod                 Director
                                  (Principal Executive
                                  Officer)

/s/ M. Chris Frederick            Chief Financial Officer and   February 2, 2000
----------------------------      Treasurer (Principal Financial
M. Chris Frederick                and Accounting Officer)

/s/ Samuel E. Uhl                 Chief Operating               February 2, 2000
----------------------------      Officer and Director
Samuel E. Uhl

                                        9
10

/s/ James G. Pendleton            Chairman of the Board         February 2, 2000
-----------------------------
James G. Pendleton

/s/ Mark D. Shireman               Director                     February 2, 2000
-----------------------------
Mark D. Shireman

/s/ Dennis L. Huber                Director                     February 2, 2000
------------------------------
Dennis L. Huber

/s/ Kenneth R. Saulman             Director                     February 2, 2000
------------------------------
Kenneth R. Saulman

/s/ John W. Buschemeyer            Director                     February 2, 2000
------------------------------
John W. Buschemeyer

/s/ Gerald L. Uhl                  Director                     February 2, 2000
------------------------------
Gerald L. Uhl

/s/ Earl H. Book                   Director                     February 2, 2000
------------------------------
Earl H. Book

/s/ James S. Burden                Director                     February 2, 2000
------------------------------
James S. Burden

/s/ Marvin E. Kiesler              Director                     February 2, 2000
------------------------------
Marvin E. Kiesler

/s/ James E. Nett                  Director                     February 2, 2000
------------------------------
James E. Nett

/s/ Michael L. Shireman            Director                     February 2, 2000
------------------------------
Michael L. Shireman

/s/ Loren E. Voyles                Director                     February 2, 2000
------------------------------
Loren E. Voyles

                                      10
11
EXHIBIT INDEX
                                  -------------

                                                                                                Sequentially
                                                                                                  Numbered
                                                                                                   Page
Exhibit No.   Description                                    Method of Filing                    Location
-----------   --------------------------------------------   ---------------------------------  ----------
4         Stock Certificate of First Capital, Inc.       Incorporated herein by                 --
                                                             reference from the Exhibits of
                                                             the Registrant's Registration
                                                             Statement on Form S-2
                                                             declared effective by SEC on
                                                             November 12, 1998.

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

   10.1       Form of First Capital, Inc. Stock              Filed herewith.
              Option Assumption Agreement for
              the 1998 Officers' and Key Employees' Stock
              Option Plan for HCB Bancorp

   10.2       First Capital, Inc. 1999 Stock-Based           Filed herewith.
              Incentive Plan

   10.3       1998 Officers' and Key Employees' Stock        Filed herewith.
              Option Plan for HCB Bancorp

   23.1       Consent of Muldoon, Murphy & Faucette LLP      Contained in Exhibit 5 hereof.

   23.2       Consent of Monroe Shine & Company, Inc.        Filed herewith.

   24         Power of Attorney                              Located on the signature page.
11