<PAGE> 1


As filed with the Securities and Exchange Commission on December 19, 2003
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

       INDIANA                                            35-2061832
(state or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)




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

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

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

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

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, check the following box. /X/
                               ---

<TABLE>
<CAPTION>
================================================================================================================
   Title of each Class of         Amount to  be       Proposed Purchase     Estimated Aggregate    Registration
Securities to be  Registered      Registered (1)     Price Per Share (2)      Offering Price (2)        Fee
----------------------------------------------------------------------------------------------------------------
<S>                               <C>                 <C>                      <C>                   <C>

 Common Stock                     50,000
$.01 par Value                    Shares              $20.34                   $1,017,000            $83

================================================================================================================
</TABLE>

(1)50,000  additional  shares are being registered for issuance  pursuant to the
   exercise  of stock  options  under the First  Bancorp of Indiana,  Inc.  1999
   Stock-Based   Incentive  Plan  (the  "Incentive  Plan"),  as  amended.   This
   Registration Statement also covers an indeterminate number of shares reserved
   for issuance  pursuant to the Incentive  Plan as a result of any future stock
   split,  stock dividend or similar  adjustment of the outstanding Common Stock
   of First Bancorp of Indiana, Inc. (the "Company").

(2)Estimated   solely  for  the  purpose  of  calculating   the  amount  of  the
   registration  fee.  Pursuant to Rule 457(c) under the Securities Act of 1933,
   as amended  (the  "Securities  Act"),  the price per share is based upon  the
   average of the bid and ask price as reported on the Nasdaq National Market on
   December 17, 2003.

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. SS.230.462.


<PAGE> 2



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                                EXPLANATORY NOTE

FIRST BANCORP OF INDIANA, INC.

The contents of the previously filed Registration  Statement on Form S-8 for the
First  Bancorp of Indiana,  Inc. 1999  Stock-Based  Incentive  Plan  ("Incentive
Plan"),  filed with the SEC on May 2, 2000 (File No. 333-36076) and subsequently
amended on December 28, 2001 (File No.  333-76046),  are incorporated  herein by
reference.  This Form S-8  Registration  Statement  is being  filed to  register
50,000  additional  shares of First  Bancorp of Indiana,  Inc.  Common Stock for
issuance  upon the exercise of stock  options to be granted  under the Incentive
Plan.

ITEM 8.   LIST OF EXHIBITS.

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

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

      10      First Bancorp of Indiana, Inc. 1999 Stock-Based Incentive Plan.1

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

      23.2    Consent of BKD LLP

      24      Power of Attorney (see signature page)
--------------------
(1)   Incorporated  herein by reference  to Exhibit A of the Proxy  Statement on
      Form DEF 14A (See File No.  000-29814)  filed  with the SEC on  October 5,
      1999.


                                        2

<PAGE> 3



                                   SIGNATURES

      Pursuant to the  requirements of the Securities Act of 1933, First Bancorp
of Indiana,  Inc.,  hereby  certifies that it has reasonable  grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto  duly  authorized,  in the City of  Evansville,  State of Indiana,  on
December 24, 2003.

                                    FIRST BANCORP OF INDIANA, INC.

                                    By: /s/ Harold Duncan
                                        ----------------------------------------
                                        Harold Duncan
                                        President and Chief Executive Officer

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

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


/s/ Harold Duncan         President and Chief Executive        December 24, 2003
---------------------     Officer, and Chairman of the Board
Harold Duncan             (principal executive officer)

/s/ Michael H. Head       Vice President and Director          December 24, 2003
---------------------
Michael H. Head


/s/ George J. Smith       Treasurer (principal financial       December 24, 2003
---------------------     and accounting officer
George J. Smith


/s/ Timothy A. Flesch              Director                    December 24, 2003
---------------------
Timothy A. Flesch


/s/ David E. Gunn                  Director                    December 24, 2003
---------------------
David E. Gunn


/s/ Daniel L. Schenk               Director                    December 24, 2003
---------------------
Daniel L. Schenk


/s/ E. Harvey "Skip" Seaman, III   Director                    December 24, 2003
--------------------------------
E. Harvey "Skip" Seaman, III


/s/ Jerome A. Ziemer               Director                    December 24, 2003
---------------------
Jerome A. Ziemer


<PAGE> 4



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


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

    5       Opinion of Muldoon Murphy &         Filed herewith.             10
            Faucette LLP as to the legality of
            the Common  Stock to be issued
            under the Incentive Plan.

   10       First Bancorp of Indiana, Inc.      Incorporated by reference.  ---
            1999 Stock-Based Incentive
            Plan.1

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

  23.2      Consent of BKD LLP                  Filed herewith.             13

   24       Power of Attorney (see signature
            page)

--------------------
(1) Incorporated herein by reference to Exhibit A of the Proxy Statement on Form
    DEF 14A (See File No. 000- 29814) filed with the SEC on October 5, 1999.


<PAGE> 5














               EXHIBIT 5     OPINION OF MULDOON MURPHY & FAUCETTE LLP











<PAGE> 6





                         EXHIBIT 23.1   CONSENT OF BKD LLP
[{"type": "S-8", "sequence": "1", "filename": "firstbancs812-15.txt", "secsgml_size_bytes": 9570}]
{"company-data": {"conformed-name": "FIRST BANCORP OF INDIANA INC", "cik": "0001074543", "assigned-sic": "6035", "irs-number": "352061832", "state-of-incorporation": "IN", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-111554", "film-number": "031072841"}, "business-address": {"street1": "C/O FIRST FEDERAL SAVINGS BANK", "street2": "2200 WEST FRANKLIN STREET", "city": "EVANSVILLE", "state": "IN", "zip": "47712", "phone": "8124233196"}, "mail-address": {"street1": "C/O FIRST FEDERAL SAVINGS BANK", "street2": "2200 WEST FRANKLIN STREET", "city": "EVANSVILLE", "state": "IN", "zip": "47712"}}
1

As filed with the Securities and Exchange Commission on December 19, 2003
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

       INDIANA                                            35-2061832
(state or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

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

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

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

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

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, check the following box. /X/
                               ---
================================================================================================================
   Title of each Class of         Amount to  be       Proposed Purchase     Estimated Aggregate    Registration
Securities to be  Registered      Registered (1)     Price Per Share (2)      Offering Price (2)        Fee
----------------------------------------------------------------------------------------------------------------
Common Stock                     50,000
$.01 par Value                    Shares              $20.34                   $1,017,000            $83

================================================================================================================
(1)50,000  additional  shares are being registered for issuance  pursuant to the
   exercise  of stock  options  under the First  Bancorp of Indiana,  Inc.  1999
   Stock-Based   Incentive  Plan  (the  "Incentive  Plan"),  as  amended.   This
   Registration Statement also covers an indeterminate number of shares reserved
   for issuance  pursuant to the Incentive  Plan as a result of any future stock
   split,  stock dividend or similar  adjustment of the outstanding Common Stock
   of First Bancorp of Indiana, Inc. (the "Company").

(2)Estimated   solely  for  the  purpose  of  calculating   the  amount  of  the
   registration  fee.  Pursuant to Rule 457(c) under the Securities Act of 1933,
   as amended  (the  "Securities  Act"),  the price per share is based upon  the
   average of the bid and ask price as reported on the Nasdaq National Market on
   December 17, 2003.

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. SS.230.462.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                                EXPLANATORY NOTE

FIRST BANCORP OF INDIANA, INC.

The contents of the previously filed Registration  Statement on Form S-8 for the
First  Bancorp of Indiana,  Inc. 1999  Stock-Based  Incentive  Plan  ("Incentive
Plan"),  filed with the SEC on May 2, 2000 (File No. 333-36076) and subsequently
amended on December 28, 2001 (File No.  333-76046),  are incorporated  herein by
reference.  This Form S-8  Registration  Statement  is being  filed to  register
50,000  additional  shares of First  Bancorp of Indiana,  Inc.  Common Stock for
issuance  upon the exercise of stock  options to be granted  under the Incentive
Plan.

ITEM 8.   LIST OF EXHIBITS.

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

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

      10      First Bancorp of Indiana, Inc. 1999 Stock-Based Incentive Plan.1

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

      23.2    Consent of BKD LLP

      24      Power of Attorney (see signature page)
--------------------
(1)   Incorporated  herein by reference  to Exhibit A of the Proxy  Statement on
      Form DEF 14A (See File No.  000-29814)  filed  with the SEC on  October 5,
      1999.

                                        2
3

                                   SIGNATURES

      Pursuant to the  requirements of the Securities Act of 1933, First Bancorp
of Indiana,  Inc.,  hereby  certifies that it has reasonable  grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto  duly  authorized,  in the City of  Evansville,  State of Indiana,  on
December 24, 2003.

                                    FIRST BANCORP OF INDIANA, INC.

                                    By: /s/ Harold Duncan
                                        ----------------------------------------
                                        Harold Duncan
                                        President and Chief Executive Officer

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

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

/s/ Harold Duncan         President and Chief Executive        December 24, 2003
---------------------     Officer, and Chairman of the Board
Harold Duncan             (principal executive officer)

/s/ Michael H. Head       Vice President and Director          December 24, 2003
---------------------
Michael H. Head

/s/ George J. Smith       Treasurer (principal financial       December 24, 2003
---------------------     and accounting officer
George J. Smith

/s/ Timothy A. Flesch              Director                    December 24, 2003
---------------------
Timothy A. Flesch

/s/ David E. Gunn                  Director                    December 24, 2003
---------------------
David E. Gunn

/s/ Daniel L. Schenk               Director                    December 24, 2003
---------------------
Daniel L. Schenk

/s/ E. Harvey "Skip" Seaman, III   Director                    December 24, 2003
--------------------------------
E. Harvey "Skip" Seaman, III

/s/ Jerome A. Ziemer               Director                    December 24, 2003
---------------------
Jerome A. Ziemer
4

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

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

    5       Opinion of Muldoon Murphy &         Filed herewith.             10
            Faucette LLP as to the legality of
            the Common  Stock to be issued
            under the Incentive Plan.

   10       First Bancorp of Indiana, Inc.      Incorporated by reference.  ---
            1999 Stock-Based Incentive
            Plan.1

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

  23.2      Consent of BKD LLP                  Filed herewith.             13

   24       Power of Attorney (see signature
            page)

--------------------
(1) Incorporated herein by reference to Exhibit A of the Proxy Statement on Form
    DEF 14A (See File No. 000- 29814) filed with the SEC on October 5, 1999.
5

               EXHIBIT 5     OPINION OF MULDOON MURPHY & FAUCETTE LLP
6

                         EXHIBIT 23.1   CONSENT OF BKD LLP