<PAGE> 1

As filed with the Securities and Exchange Commission on February 3, 2003
Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                          INDIAN VILLAGE BANCORP, INC.
   (exact name of registrant as specified in its certificate of incorporation)

      PENNSYLVANIA                                      34-1891199
(state or other jurisdiction of               (IRS Employer Identification No.)
 incorporation or organization)

                             100 SOUTH WALNUT STREET
                            GNADENHUTTEN, OHIO 44629
       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

                          INDIAN VILLAGE COMMUNITY BANK
                                   401(K) PLAN
                            (Full Title of the Plan)
                            ------------------------

                                                COPIES TO:
MARTY R. LINDON                                 VICTOR L. CANGELOSI, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER           SUZANNE A. WALKER, ESQUIRE
INDIAN VILLAGE COMMUNITY BANK                   MULDOON MURPHY & FAUCETTE LLP
100 SOUTH WALNUT STREET                         5101 WISCONSIN AVENUE, N.W.
GNADENHUTTEN, OHIO 44629                        WASHINGTON, D.C.  20016
(740) 254-4313                                  (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

 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 Maximum Offering       Proposed Maximum Aggregate    Amount of Registration
Securities to be Registered     Registered (1)  Price Per Share                 Offering Price(2)             Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>             <C>                             <C>                           <C>

Common Stock
$.01 par Value                  3,164 Shares    (3) $17.75                      $56,175                       $6.00
------------------------------------------------------------------------------------------------------------------------------------
Participation
Interests                       (4)                                                                           (5)
====================================================================================================================================
</TABLE>

(1)Together  with an  indeterminate  number of  additional  shares  which may be
   necessary to adjust the number of shares  reserved  for issuance  pursuant to
   the Indian Village Community Bank 401(k) Plan (the "Plan") as the result of a
   stock split,  stock dividend or similar  adjustment of the outstanding common
   stock of  Indian Village  Bancorp, Inc. (the "Company") pursuant to 17 C.F.R.
   ss.230.416(a).
(2)Estimated solely for the purpose of calculating the registration fee.
(3)The average  of  the  bid  and  ask  price  of  the  Company  common stock as
   reported on February 3, 2003 in accordance with 17 C.F.R. ss.230.457(c).
(4)In addition, pursuant to 17 C.F.R. ss.230.416(c), this registration statement
   also  covers an  indeterminate  amount of  interests  to be  offered  or sold
   pursuant to the employee benefit plan described herein based upon the maximum
   amount  that  could  be  issued   under  the  plan   pursuant  to  17  C.F.R.
   ss.230.457(h).
(5)In  accordance  with 17  C.F.R.  ss.230.457(h),  where  securities  are to be
   offered  pursuant to an employee  benefit plan, the aggregate  offering price
   and the amount of the  registration fee shall be computed with respect to the
   maximum  number  of shares of Common  Stock  that may be  purchased  with the
   current assets of such Plan. Accordingly, no separate fee is required for the
   participation interests.

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



INDIAN VILLAGE BANCORP, INC.

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

ITEMS 1 & 2. The documents  containing  the  information  for the Indian Village
Community Bank 401(k) Plan (the "Plan")  required by Part I of the  Registration
Statement will be sent or given to the  participants in the Plan as specified by
Rule  428(b)(1).  Such  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 Company on September  30, 2002,
for the fiscal  year ended June 30,  2002 (File No.  000-25971)  which  includes
consolidated balance sheets of Indian Village Bancorp,  Inc. as of June 30, 2002
and  June  30,  2001,  and  the  related  consolidated   statements  of  income,
comprehensive  income,  shareholders'  equity and cash flows for the years ended
June 30, 2002 and June 30, 2001.

      (b) The Form 10-QSB report filed by the Company on  November 14, 2002, for
the quarter ended September 30, 2002 (File No. 000-25971).

      (c) The  Form 11-K report  filed on behalf of the Plan on February 3, 2003
for the Plan Year ended December 31, 2001.

      (d) The description  of  the  Registrant's  Common  Stock contained in the
Companys's  Form 8-A (File No.  000-25971),  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 May 4, 1999, and declared effective May
14, 1999 as  incorporated  by reference  from the Company's  Form SB-2 (File No.
333-74621) declared effective on May 14, 1999.

      (e) All documents filed by the Company  and  the  Plan, where  applicable,
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(g) of the Exchange Act.  Accordingly,  a description of the Common
Stock is not required herein.

<PAGE> 3


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.

Article 9 of the Registrant's Certificate of Incorporation provides as follows:

        A.      Personal Liability of Directors.  A director of the Corporation
                -------------------------------
shall not be personally liable for monetary damages for any action taken, or any
failure  to  take  any  action, as a director except to the extent that by law a
director's liability for monetary damages may not be limited.

        B.      Indemnification.  The Corporation  shall  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,  including actions by or in the
right  of  the  Corporation,   whether  civil,   criminal,   administrative   or
investigative,  by reason of the fact  that  such  person is or was a  director,
officer,  employee  or agent of the  Corporation,  or is or was  serving  at the
request of the Corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture, trust or enterprise, against expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by such person in connection with such action,
suit or proceeding to the full extent permissible under Pennsylvania law.

        C.      Advancement of Expenses.  Reasonable  expenses  incurred  by  an
                -----------------------
officer, director,  employee or agent of the Corporation in defending a civil or
criminal action, suit or proceeding described in Section B of this Article 9 may
be paid by the  Corporation in advance of the final  disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such person
to repay such amount if it shall ultimately be determined that the person is not
entitled to be indemnified by the Corporation.

        D.      Other Rights. The  indemnification  and  advancement of expenses
                ------------
provided by or pursuant to this  Article 9 shall not be deemed  exclusive of any
other rights to which those seeking  indemnification  or advancement of expenses
may be entitled under any insurance or other agreement,  vote of stockholders or
directors or otherwise,  both as to actions in their official capacity and as to
actions in another capacity while holding an office,  and shall continue as to a
person who has ceased to be a  director,  officer,  employee  or agent and shall
inure to the benefit of the heirs, executors and administrators of such person.

        E.      Insurance.  The Corporation shall have the power to purchase and
                ---------
maintain  insurance  on behalf of any person who is or was a director,  officer,
employee or agent of the  Corporation or is or was serving at the request of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture,  trust or other  enterprise,  against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his  status as such,  whether  or not the  Corporation  would  have the power to
indemnify him against such liability under the provisions of this Article 9.

        F.      Security  Fund; Indemnity  Agreements.  By  action of the  Board
                -------------------------------------
of  Directors   (notwithstanding   their  interest  in  the  transaction),   the
Corporation  may  create and fund a trust  fund or fund of any  nature,  and may
enter into agreements with its officers, directors, employees and agents for the
purpose of securing or insuring in any manner its  obligation  to  indemnify  or
advance expenses provided for in this Article 9.


<PAGE> 4

        G.      Modification.  The duties of the Corporation to indemnify and to
                ------------
advance  expenses to any person as  provided  in this  Article 9 shall be in the
nature of a  contract  between  the  Corporation  and each such  person,  and no
amendment  or repeal of any  provision  of this  Article 9, and no  amendment or
termination  of any trust or other fund  created  pursuant  to Section F of this
Article 9, shall alter to the  detriment of such person the right of such person
to the advance of expenses or indemnification related to a claim based on an act
or  failure  to act  which  took  place  prior  to  such  amendment,  repeal  or
termination.

        H.      Proceedings  Initiated  by  Indemnified Persons. Notwithstanding
                -----------------------------------------------
any other  provision of this Article 9, the  Corporation  shall not  indemnify a
director,  officer,  employee or agent for any liability  incurred in an action,
suit  or   proceeding   initiated   (which   shall  not  be  deemed  to  include
counter-claims  or affirmative  defenses) or participated in as an intervenor or
AMICUS CURIAE by the person seeking indemnification unless such initiation of or
participation in the action, suit or proceeding is authorized,  either before or
after its  commencement,  by the affirmative vote of a majority of the directors
in office.


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 Indian Village Bancorp, Inc.1
      8        Tax Opinion not required.  The Registrant has submitted or hereby
               undertakes to submit the 401(k) Plan and any amendment thereto to
               the Internal  Revenue  Service ("IRS") in a timely manner and has
               made or will  make all  changes  required  by the IRS in order to
               qualify the plan.
      10       Indian Village Community Bank 401(k) Plan and Adoption Agreement.
      23       Consent of Crowe, Chizek and Company LLP.
      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 SB-2 (SEC No. 333-74621), as amended.

<PAGE> 5

ITEM 9.   UNDERTAKINGS

      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:

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

            (ii)  To reflect  in  the  prospectus any  facts or  events  arising
                  after the effective date of the registration statement (or the
                  most   recent   post-effective   amendment   thereof)   which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in  the  information  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) To include any material  information  with respect to the plan
                  of distribution  not previously  disclosed in the registration
                  statement or any material  change to such  information  in the
                  registration statement.

      (2)   That, for determining  liability  under the Securities Act  of 1933,
            each  such  post-effective  amendment  shall be  deemed  to be a new
            registration  statement  relating to the securities offered therein,
            and the  offering of the  securities  at that time to be the initial
            bona fide offering thereof.

      (3)   To  remove  from registration by means of a post-effective amendment
            any of the securities  that  remain unsold at the termination of the
            Offering.

The undersigned  registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the  registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be  permitted  to directors,  officers and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the SEC 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 trustee,  officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such trustee,  officer or controlling  person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such

<PAGE> 6



indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.








<PAGE> 7

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Indian Village
Bancorp,  Inc. certifies that is 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 Gnadenhutten, Ohio on December 19, 2002.

                                        INDIAN VILLAGE BANCORP, INC.


                                        By:/s/ Marty R. Lindon
                                           -------------------------------------
                                           Marty R. Lindon
                                           President and Chief Executive Officer



<PAGE> 8


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

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below  constitutes  and appoints Marty R. Lindon and Andrea R. Miley,  as his or
her true and lawful  attorney-in-fact  and agent with full power of substitution
and  resubstitution,  for him or her and in his or her 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 or she might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorney-in-fact and agent or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

    Name                        Title                             Date

/s/ Marty R. Lindon             Director, President and        December 19, 2002
-----------------------------   Chief Executive Officer
Marty R. Lindon                 (principal executive officer)


/s/ Andrea R. Miley             Vice President and Controller  December 19, 2002
-----------------------------   (principal accounting and
Andrea R. Miley                 financial officer)



/s/ Rebecca S. Mastin           Chairperson of the Board       December 19, 2002
-----------------------------
Rebecca S. Mastin


/s/ John A. Beitzel             Vice Chairman of the Board     December 19, 2002
-----------------------------
John A. Beitzel


/s/ Michael A. Cochran          Corporate Secretary and        December 19, 2002
-----------------------------   Director
Michael A. Cochran


/s/ Vernon E. Mishler           Director                       December 19, 2002
-----------------------------
Vernon E. Mishler


/s/ Joanne Limbach              Director                       December 19, 2002
-----------------------------
Joanne Limbach


/s/ Cindy S. Knisely            Director                       December 19, 2002
-----------------------------
Cindy S. Knisely


<PAGE> 9

    THE PLAN.

    Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the Indian Village Community Bank 401(k) Plan) have
duly  caused   this   Registration   Statement  to  be  signed   on  its  behalf
by the undersigned,   thereunto  duly  authorized,   in  Gnadenhutten,  Ohio  on
December 19, 2002.



                                INDIAN VILLAGE COMMUNITY BANK
                                401(K) PLAN

                                By: /s/ Marty R. Lindon
                                    --------------------------------------------
                                    Marty R. Lindon
                                    President and Chief Executive Officer



<PAGE> 10


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

<TABLE>
<CAPTION>

<S>            <C>                    <C>                                                  <C>
                                                                                           Sequentially
                                                                                             Numbered
                                                                                               Page
 Exhibit No.     Description            Method of Filing                                     Location
------------     ------------------     -------------------------------------               ----------

    4          Stock Certificate of   Incorporated herein by reference from the Exhibits
               Indian Village         of the Registrant's Registration Statement on Form
               Bancorp, Inc.          SB-2 filed with the SEC

    10         Indian Village         Filed herewith.
               Community Bank
               401(k) Plan and
               Adoption Agreement

    23         Consent of Crowe,      Filed herewith.
               Chizek and Company
               LLP

    24         Power of Attorney      Located on the signature page.

</TABLE>


<PAGE> 11















   EXHIBIT 10 INDIAN VILLAGE COMMUNITY BANK 401(K) PLAN AND ADOPTION AGREEMENT







<PAGE> 12

















               EXHIBIT 23 CONSENT OF CROWE, CHIZEK AND COMPANY LLP
[{"type": "S-8", "sequence": "1", "filename": "indianvillages8.txt", "secsgml_size_bytes": 24265}]
{"company-data": {"conformed-name": "INDIAN VILLAGE BANCORP INC", "cik": "0001081338", "assigned-sic": "6035", "irs-number": "341891199", "state-of-incorporation": "PA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102938", "film-number": "03537050"}, "business-address": {"street1": "C/O INDIAN VILLAGE COMMUNITY BANK", "street2": "100 SOUTH WALNUT STREET", "city": "GNADENHUTTEN", "state": "OH", "zip": "44629", "phone": "7402544313"}, "mail-address": {"street1": "C/O INDIAN VILLAGE COMMUNITY BANK", "street2": "100 SOUTH WALNUT STREET", "city": "GNADENHUTTEN", "state": "OH", "zip": "44629"}}
1

As filed with the Securities and Exchange Commission on February 3, 2003
Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                          INDIAN VILLAGE BANCORP, INC.
   (exact name of registrant as specified in its certificate of incorporation)

      PENNSYLVANIA                                      34-1891199
(state or other jurisdiction of               (IRS Employer Identification No.)
 incorporation or organization)

                             100 SOUTH WALNUT STREET
                            GNADENHUTTEN, OHIO 44629
       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

                          INDIAN VILLAGE COMMUNITY BANK
                                   401(K) PLAN
                            (Full Title of the Plan)
                            ------------------------

                                                COPIES TO:
MARTY R. LINDON                                 VICTOR L. CANGELOSI, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER           SUZANNE A. WALKER, ESQUIRE
INDIAN VILLAGE COMMUNITY BANK                   MULDOON MURPHY & FAUCETTE LLP
100 SOUTH WALNUT STREET                         5101 WISCONSIN AVENUE, N.W.
GNADENHUTTEN, OHIO 44629                        WASHINGTON, D.C.  20016
(740) 254-4313                                  (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

 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 Maximum Offering       Proposed Maximum Aggregate    Amount of Registration
Securities to be Registered     Registered (1)  Price Per Share                 Offering Price(2)             Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock
$.01 par Value                  3,164 Shares    (3) $17.75                      $56,175                       $6.00
------------------------------------------------------------------------------------------------------------------------------------
Participation
Interests                       (4)                                                                           (5)
====================================================================================================================================
(1)Together  with an  indeterminate  number of  additional  shares  which may be
   necessary to adjust the number of shares  reserved  for issuance  pursuant to
   the Indian Village Community Bank 401(k) Plan (the "Plan") as the result of a
   stock split,  stock dividend or similar  adjustment of the outstanding common
   stock of  Indian Village  Bancorp, Inc. (the "Company") pursuant to 17 C.F.R.
   ss.230.416(a).
(2)Estimated solely for the purpose of calculating the registration fee.
(3)The average  of  the  bid  and  ask  price  of  the  Company  common stock as
   reported on February 3, 2003 in accordance with 17 C.F.R. ss.230.457(c).
(4)In addition, pursuant to 17 C.F.R. ss.230.416(c), this registration statement
   also  covers an  indeterminate  amount of  interests  to be  offered  or sold
   pursuant to the employee benefit plan described herein based upon the maximum
   amount  that  could  be  issued   under  the  plan   pursuant  to  17  C.F.R.
   ss.230.457(h).
(5)In  accordance  with 17  C.F.R.  ss.230.457(h),  where  securities  are to be
   offered  pursuant to an employee  benefit plan, the aggregate  offering price
   and the amount of the  registration fee shall be computed with respect to the
   maximum  number  of shares of Common  Stock  that may be  purchased  with the
   current assets of such Plan. Accordingly, no separate fee is required for the
   participation interests.

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

INDIAN VILLAGE BANCORP, INC.

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

ITEMS 1 & 2. The documents  containing  the  information  for the Indian Village
Community Bank 401(k) Plan (the "Plan")  required by Part I of the  Registration
Statement will be sent or given to the  participants in the Plan as specified by
Rule  428(b)(1).  Such  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 Company on September  30, 2002,
for the fiscal  year ended June 30,  2002 (File No.  000-25971)  which  includes
consolidated balance sheets of Indian Village Bancorp,  Inc. as of June 30, 2002
and  June  30,  2001,  and  the  related  consolidated   statements  of  income,
comprehensive  income,  shareholders'  equity and cash flows for the years ended
June 30, 2002 and June 30, 2001.

      (b) The Form 10-QSB report filed by the Company on  November 14, 2002, for
the quarter ended September 30, 2002 (File No. 000-25971).

      (c) The  Form 11-K report  filed on behalf of the Plan on February 3, 2003
for the Plan Year ended December 31, 2001.

      (d) The description  of  the  Registrant's  Common  Stock contained in the
Companys's  Form 8-A (File No.  000-25971),  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 May 4, 1999, and declared effective May
14, 1999 as  incorporated  by reference  from the Company's  Form SB-2 (File No.
333-74621) declared effective on May 14, 1999.

      (e) All documents filed by the Company  and  the  Plan, where  applicable,
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(g) of the Exchange Act.  Accordingly,  a description of the Common
Stock is not required herein.
3

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.

Article 9 of the Registrant's Certificate of Incorporation provides as follows:

        A.      Personal Liability of Directors.  A director of the Corporation
                -------------------------------
shall not be personally liable for monetary damages for any action taken, or any
failure  to  take  any  action, as a director except to the extent that by law a
director's liability for monetary damages may not be limited.

        B.      Indemnification.  The Corporation  shall  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,  including actions by or in the
right  of  the  Corporation,   whether  civil,   criminal,   administrative   or
investigative,  by reason of the fact  that  such  person is or was a  director,
officer,  employee  or agent of the  Corporation,  or is or was  serving  at the
request of the Corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture, trust or enterprise, against expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by such person in connection with such action,
suit or proceeding to the full extent permissible under Pennsylvania law.

        C.      Advancement of Expenses.  Reasonable  expenses  incurred  by  an
                -----------------------
officer, director,  employee or agent of the Corporation in defending a civil or
criminal action, suit or proceeding described in Section B of this Article 9 may
be paid by the  Corporation in advance of the final  disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such person
to repay such amount if it shall ultimately be determined that the person is not
entitled to be indemnified by the Corporation.

        D.      Other Rights. The  indemnification  and  advancement of expenses
                ------------
provided by or pursuant to this  Article 9 shall not be deemed  exclusive of any
other rights to which those seeking  indemnification  or advancement of expenses
may be entitled under any insurance or other agreement,  vote of stockholders or
directors or otherwise,  both as to actions in their official capacity and as to
actions in another capacity while holding an office,  and shall continue as to a
person who has ceased to be a  director,  officer,  employee  or agent and shall
inure to the benefit of the heirs, executors and administrators of such person.

        E.      Insurance.  The Corporation shall have the power to purchase and
                ---------
maintain  insurance  on behalf of any person who is or was a director,  officer,
employee or agent of the  Corporation or is or was serving at the request of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture,  trust or other  enterprise,  against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his  status as such,  whether  or not the  Corporation  would  have the power to
indemnify him against such liability under the provisions of this Article 9.

        F.      Security  Fund; Indemnity  Agreements.  By  action of the  Board
                -------------------------------------
of  Directors   (notwithstanding   their  interest  in  the  transaction),   the
Corporation  may  create and fund a trust  fund or fund of any  nature,  and may
enter into agreements with its officers, directors, employees and agents for the
purpose of securing or insuring in any manner its  obligation  to  indemnify  or
advance expenses provided for in this Article 9.
4

        G.      Modification.  The duties of the Corporation to indemnify and to
                ------------
advance  expenses to any person as  provided  in this  Article 9 shall be in the
nature of a  contract  between  the  Corporation  and each such  person,  and no
amendment  or repeal of any  provision  of this  Article 9, and no  amendment or
termination  of any trust or other fund  created  pursuant  to Section F of this
Article 9, shall alter to the  detriment of such person the right of such person
to the advance of expenses or indemnification related to a claim based on an act
or  failure  to act  which  took  place  prior  to  such  amendment,  repeal  or
termination.

        H.      Proceedings  Initiated  by  Indemnified Persons. Notwithstanding
                -----------------------------------------------
any other  provision of this Article 9, the  Corporation  shall not  indemnify a
director,  officer,  employee or agent for any liability  incurred in an action,
suit  or   proceeding   initiated   (which   shall  not  be  deemed  to  include
counter-claims  or affirmative  defenses) or participated in as an intervenor or
AMICUS CURIAE by the person seeking indemnification unless such initiation of or
participation in the action, suit or proceeding is authorized,  either before or
after its  commencement,  by the affirmative vote of a majority of the directors
in office.

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 Indian Village Bancorp, Inc.1
      8        Tax Opinion not required.  The Registrant has submitted or hereby
               undertakes to submit the 401(k) Plan and any amendment thereto to
               the Internal  Revenue  Service ("IRS") in a timely manner and has
               made or will  make all  changes  required  by the IRS in order to
               qualify the plan.
      10       Indian Village Community Bank 401(k) Plan and Adoption Agreement.
      23       Consent of Crowe, Chizek and Company LLP.
      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 SB-2 (SEC No. 333-74621), as amended.
5

ITEM 9.   UNDERTAKINGS

      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:

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

            (ii)  To reflect  in  the  prospectus any  facts or  events  arising
                  after the effective date of the registration statement (or the
                  most   recent   post-effective   amendment   thereof)   which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in  the  information  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) To include any material  information  with respect to the plan
                  of distribution  not previously  disclosed in the registration
                  statement or any material  change to such  information  in the
                  registration statement.

      (2)   That, for determining  liability  under the Securities Act  of 1933,
            each  such  post-effective  amendment  shall be  deemed  to be a new
            registration  statement  relating to the securities offered therein,
            and the  offering of the  securities  at that time to be the initial
            bona fide offering thereof.

      (3)   To  remove  from registration by means of a post-effective amendment
            any of the securities  that  remain unsold at the termination of the
            Offering.

The undersigned  registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the  registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be  permitted  to directors,  officers and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the SEC 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 trustee,  officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such trustee,  officer or controlling  person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such
6

indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
7

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Indian Village
Bancorp,  Inc. certifies that is 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 Gnadenhutten, Ohio on December 19, 2002.

                                        INDIAN VILLAGE BANCORP, INC.

                                        By:/s/ Marty R. Lindon
                                           -------------------------------------
                                           Marty R. Lindon
                                           President and Chief Executive Officer
8

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

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below  constitutes  and appoints Marty R. Lindon and Andrea R. Miley,  as his or
her true and lawful  attorney-in-fact  and agent with full power of substitution
and  resubstitution,  for him or her and in his or her 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 or she might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorney-in-fact and agent or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

    Name                        Title                             Date

/s/ Marty R. Lindon             Director, President and        December 19, 2002
-----------------------------   Chief Executive Officer
Marty R. Lindon                 (principal executive officer)

/s/ Andrea R. Miley             Vice President and Controller  December 19, 2002
-----------------------------   (principal accounting and
Andrea R. Miley                 financial officer)

/s/ Rebecca S. Mastin           Chairperson of the Board       December 19, 2002
-----------------------------
Rebecca S. Mastin

/s/ John A. Beitzel             Vice Chairman of the Board     December 19, 2002
-----------------------------
John A. Beitzel

/s/ Michael A. Cochran          Corporate Secretary and        December 19, 2002
-----------------------------   Director
Michael A. Cochran

/s/ Vernon E. Mishler           Director                       December 19, 2002
-----------------------------
Vernon E. Mishler

/s/ Joanne Limbach              Director                       December 19, 2002
-----------------------------
Joanne Limbach

/s/ Cindy S. Knisely            Director                       December 19, 2002
-----------------------------
Cindy S. Knisely
9

    THE PLAN.

    Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the Indian Village Community Bank 401(k) Plan) have
duly  caused   this   Registration   Statement  to  be  signed   on  its  behalf
by the undersigned,   thereunto  duly  authorized,   in  Gnadenhutten,  Ohio  on
December 19, 2002.

                                INDIAN VILLAGE COMMUNITY BANK
                                401(K) PLAN

                                By: /s/ Marty R. Lindon
                                    --------------------------------------------
                                    Marty R. Lindon
                                    President and Chief Executive Officer
10

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

    4          Stock Certificate of   Incorporated herein by reference from the Exhibits
               Indian Village         of the Registrant's Registration Statement on Form
               Bancorp, Inc.          SB-2 filed with the SEC

    10         Indian Village         Filed herewith.
               Community Bank
               401(k) Plan and
               Adoption Agreement

    23         Consent of Crowe,      Filed herewith.
               Chizek and Company
               LLP

    24         Power of Attorney      Located on the signature page.
11

   EXHIBIT 10 INDIAN VILLAGE COMMUNITY BANK 401(K) PLAN AND ADOPTION AGREEMENT
12

               EXHIBIT 23 CONSENT OF CROWE, CHIZEK AND COMPANY LLP