<PAGE> 1

As filed with the Securities and Exchange Commission on December 28, 2001
                                                 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
                         (state or other jurisdiction of
                         incorporation or organization)

                                   35-2061832
                        (IRS Employer Identification No.)

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

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

                                                   COPIES TO:
HAROLD DUNCAN                                      PAUL M. AGUGGIA, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER              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 (3)         Fee
--------------------------------------------------------------------------------------------------------
      <S>                       <C>                <C>                   <C>                  <C>
       Common Stock             50,000
      $.01 par Value            Shares             $12.90                $645,000             $162
========================================================================================================
</TABLE>
(1) Additional  shares to be 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. The Registrant registered
    318,136  shares of Common Stock under the Incentive Plan on May 2, 2000 (SEC
    File  No.   333-36076).   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) Represents  the fair market  value of the Common Stock on December 26, 2001,
    for which  options for 50,000 shares of Common Stock are available for grant
    under the Incentive Plan.

(3) Estimated solely for purposes of calculating the registration fee.

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 14
Exhibit Index begins on Page 4


<PAGE> 2



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, filed with the
SEC on May 2, 2000 (File No. 333-36076),  are incorporated  herein by reference.
This Form S-8  Registration  Statement  is filed to register  50,000  additional
shares of First  Bancorp of Indiana,  Inc.  Common Stock for  issuance  upon the
exercise of stock options 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):

        4       Resolution to Amend the First Bancorp of Indiana, Inc. 1999
                Stock-Based Incentive Plan.

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

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

        23.2    Consent of BKD LLP



                                        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 19, 2001.

                                      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 19, 2001
------------------------       Officer, Director
Harold Duncan                  (principal executive officer)


/s/ George J. Smith            Treasurer                       December 19, 2001
------------------------       (principal accounting and
George J. Smith                financial officer)


/s/ Michael H. Head            Vice President                  December 19, 2001
------------------------
Michael H. Head


/s/ Frank E. Kern              Director                        December 19, 2001
------------------------
Frank E. Kern


/s/ E. Harvey Seaman           Director                        December 19, 2001
---------------------------
E. Harvey Seaman


/s/ James L. Will, Jr.         Director                        December 19, 2001
------------------------
James L. Will, Jr.


/s/ Jerome A. Ziemer           Director                        December 19, 2001
------------------------
Jerome A. Ziemer



                                        3

<PAGE> 4
<TABLE>
<CAPTION>



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



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

   <S>        <C>                              <C>                                   <C>
     4        Resolution to Amend the First    Filed herewith.                        6
              Bancorp of Indiana, Inc. 1999
              Stock-Based Incentive Plan

     5        Opinion of Muldoon Murphy &      Filed herewith.                       11
              Faucette LLP

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

   23.2       Consent of BKD LLP               Filed herewith.                       14

</TABLE>




                                        4
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1

As filed with the Securities and Exchange Commission on December 28, 2001
                                                 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
                         (state or other jurisdiction of
                         incorporation or organization)

                                   35-2061832
                        (IRS Employer Identification No.)

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

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

                                                   COPIES TO:
HAROLD DUNCAN                                      PAUL M. AGUGGIA, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER              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 (3)         Fee
--------------------------------------------------------------------------------------------------------
Common Stock             50,000
      $.01 par Value            Shares             $12.90                $645,000             $162
========================================================================================================
(1) Additional  shares to be 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. The Registrant registered
    318,136  shares of Common Stock under the Incentive Plan on May 2, 2000 (SEC
    File  No.   333-36076).   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) Represents  the fair market  value of the Common Stock on December 26, 2001,
    for which  options for 50,000 shares of Common Stock are available for grant
    under the Incentive Plan.

(3) Estimated solely for purposes of calculating the registration fee.

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 14
Exhibit Index begins on Page 4
2

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, filed with the
SEC on May 2, 2000 (File No. 333-36076),  are incorporated  herein by reference.
This Form S-8  Registration  Statement  is filed to register  50,000  additional
shares of First  Bancorp of Indiana,  Inc.  Common Stock for  issuance  upon the
exercise of stock options 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):

        4       Resolution to Amend the First Bancorp of Indiana, Inc. 1999
                Stock-Based Incentive Plan.

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

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

        23.2    Consent of BKD LLP

                                        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 19, 2001.

                                      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 19, 2001
------------------------       Officer, Director
Harold Duncan                  (principal executive officer)

/s/ George J. Smith            Treasurer                       December 19, 2001
------------------------       (principal accounting and
George J. Smith                financial officer)

/s/ Michael H. Head            Vice President                  December 19, 2001
------------------------
Michael H. Head

/s/ Frank E. Kern              Director                        December 19, 2001
------------------------
Frank E. Kern

/s/ E. Harvey Seaman           Director                        December 19, 2001
---------------------------
E. Harvey Seaman

/s/ James L. Will, Jr.         Director                        December 19, 2001
------------------------
James L. Will, Jr.

/s/ Jerome A. Ziemer           Director                        December 19, 2001
------------------------
Jerome A. Ziemer

                                        3
4
EXHIBIT INDEX
                                  -------------

                                                                                Sequentially
                                                                                 Numbered
                                                                                   Page
Exhibit No.   Description                      Method of Filing                   Location
-----------   ------------------------------   -----------------------------   ---------------
4        Resolution to Amend the First    Filed herewith.                        6
              Bancorp of Indiana, Inc. 1999
              Stock-Based Incentive Plan

     5        Opinion of Muldoon Murphy &      Filed herewith.                       11
              Faucette LLP

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

   23.2       Consent of BKD LLP               Filed herewith.                       14
4