<PAGE>
<PAGE>
           As filed with the Securities and Exchange Commission 
                        on February 13, 1997.
                                   Registration No. 333-_____
_________________________________________________________________
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
          _____________________________________________
                            FORM S-8
                  REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1933
          _____________________________________________

                FIRST LANCASTER BANCSHARES, INC.
---------------------------------------------------------------
    (Exact name of Registrant as Specified in Its Charter)

          Delaware                             61-1297318
---------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)             Identification No.)

                       208 Lexington Street
                    Lancaster, Kentucky  40444
                           (606) 792-3368
-----------------------------------------------------------------
              (Address of Principal Executive Offices)

First Lancaster Bancshares, Inc. 1996 Stock Option and Incentive Plan
 First Lancaster Federal Savings Bank Management Recognition Plan
-----------------------------------------------------------------
                    (Full Title of the Plan)

                     Gary R. Bronstein, Esquire
                     Joel E. Rappoport, Esquire
                Housley Kantarian & Bronstein, P.C.
                  1220 19th Street N.W., Suite 700
                     Washington, D.C.  20036
-----------------------------------------------------------------
               (Name and Address of Agent For Service)

                        (202) 822-9611
----------------------------------------------------------------
  (Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
                    CALCULATION OF REGISTRATION FEE
===================================================================================
<S>                   <C>           <C>               <C>                 <C>
Title of each                       Proposed Maximum   Proposed Maximum    Amount of
class of Securities  Amount to be   Offering Price    Aggregate Offering Registration
to be registered      registered      Per Share              Price            Fee
------------------------------------------------------------------------------------
Common Stock,
$0.01 par value       134,233 (1)      $(2)            $2,024,581.375 (2)   $613.51
=====================================================================================
<FN>
(1)  Maximum number of shares issuable under First Lancaster Federal Savings
Bank Management Recognition Plan (38,352 shares) and First Lancaster Bancshares,
Inc. 1996 Stock Option and Incentive Plan (95,881 shares), as such amounts may
be    increased in accordance with said plan in the event of a merger,
consolidation, recapitalization, stock split, stock dividend or similar event
involving the Registrant.
(2)  Under Rule 457(h) the registration fee may be calculated, inter alia, based
upon the price at which the options may be exercised.  134,233 shares are being
registered hereby, of which 71,910 are under option at a weighted average
exercise price of $14.9375 per share ($1,074,155.625 in the aggregate).  The
remainder of such  shares, which are not presently subject to option (62,323
shares), are being registered based upon the average of the bid and asked price
of the common stock of the Registrant as reported on the Nasdaq SmallCap Market
("SmallCap") on February 10, 1997 of $15.25 per share ($950,428.75 in the
aggregate).  Therefore, the total amount of the offering being registered herein
is $2,024,581.375.
</FN>
/TABLE
<PAGE>
<PAGE>
                                  PART I
                      INFORMATION REQUIRED IN THE SECTION
                             10(a) PROSPECTUS
ITEM 1.  PLAN INFORMATION*
------

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
------   INFORMATION*

     *Documents containing the information required by Part I of
this Registration Statement will be sent or given to participants
in the First Lancaster Federal Savings Bank Management
Recognition Plan and First Lancaster Bancshares, Inc. 1996 Stock
Option and Incentive Plan (together, the "Plans") in accordance
with Rule 428(b)(1).  In accordance with Note to Part I of Form
S-8, such documents are not filed with the Securities and
Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus
supplements.

                           PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
------

         First Lancaster Bancshares, Inc. (the "Company") is
subject to the informational requirements of the Securities
Exchange Act of 1934 (the "1934 Act") and, accordingly, files
periodic reports and other information with the Commission. 
Reports, proxy statements and other information concerning the
Company filed with the Commission may be inspected and copies may
be obtained (at prescribed rates) at the Commission's Public
Reference Section, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549.  The Commission also maintains a Web site that
contains reports, proxy and information statements and other
information regarding registrants that file electronically with
the Commission, including the Company.  The address for the
Commission's Web site is "http://www.sec.gov".

     The following documents are incorporated by reference in
this Registration Statement: 

     (a)     The Company's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 1996 as filed with the Commission on
September 7, 1996 (Commission File No. 0-20899).

     (b)     The Company's Quarterly Report on Form 10QSB for the
quarter ended September 30, 1996, as filed with the Commission on
November 13, 1996 (Commission File No. 0-20899).

     (c)     The Company's Quarterly Report on Form 10QSB for the
quarter ended December 31, 1996, as filed with the Commission on
February 13, 1997 (Commission File No. 0-20899).

     (d)     The description of the Company's securities as
contained in the Registration Statement on Form SB-2, as filed
with the Commission on March 15, 1996 and as amended on May 2,
1996 (Registration No. 333-2468).

     ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS
13(A), 13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 AFTER THE DATE HEREOF AND PRIOR TO THE FILING OF A POST-
EFFECTIVE AMENDMENT WHICH INDICATES THAT ALL SHARES OF COMMON
STOCK, PAR VALUE $0.01 PER SHARE ("COMMON STOCK") OFFERED HAVE
BEEN SOLD OR WHICH DEREGISTERS ALL SHARES OF COMMON STOCK THEN
REMAINING UNSOLD SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE
IN THIS REGISTRATION STATEMENT AND TO BE A PART HEREOF FROM THE
DATE OF FILING OF SUCH DOCUMENTS.

ITEM 4.  DESCRIPTION OF SECURITIES
------

        Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------
        Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------

INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Directors, officers and employees of the Company and/or
First Lancaster Federal Savings Bank ("the Bank") may be entitled
to benefit from the indemnification provisions contained in the
Delaware General Corporation Law (the "DGCL"),
                                 -1-<PAGE>
<PAGE>
the Company's Certificate of Incorporation, and federal
regulations applicable to the Bank.  The general effect of these
provisions is summarized below:

DELAWARE GENERAL CORPORATION LAW

     Section 145 of the DGCL permits a Delaware corporation to
indemnify any person who was or is a party or is threatened to be
made a party to any proceeding of any type, (other than an action
by or in the right of the corporation) by reason of the fact that
he 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 expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, may not, of itself, create a
presumption that these standards have not been met.

     A Delaware corporation may also indemnify any person who was
or is a party or is threatened to be made a party to any
proceeding by or in the right of the corporation by reason of the
fact that he 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 expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation.  However, no indemnification
may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought
determines upon application that such person is fairly and
reasonably entitled to be indemnified.

     To the extent that a director, officer, employee or agent of
a corporation has been successful on the merits or otherwise in
defense of any proceeding described above indemnification against
expenses (including attorneys' fees) actually and reasonably
incurred by him is mandatory.

     Any determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in
subsections (a) and (b) must be made by a majority of the board
of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or
proceeding, or if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or by the
stockholders.

     Expenses (including attorneys' fees) incurred by an officer
or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of or proceeding
upon receipt of an undertaking by or on behalf of such director
or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
corporation.

     The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this section is
not exclusive.

     In addition, a corporation shall have power to purchase and
maintain insurance against any liability of individuals whom the
corporation is required to indemnify.

Article XVII of the Certificate of Incorporation of the Company
---------------------------------------------------------------
     In addition to the statutory provision described above,
Article XVII of the Company's Certificate of Incorporation also
provides for indemnification.  With certain exceptions, the
indemnification provided for by Article XVII is identical to the
statutory provision.  Article XVII states explicitly, however,
that the indemnification provided by the Article shall            
                    -2-<PAGE>
<PAGE>
be deemed to be a contract between the Company and the persons
entitled to indemnification thereunder and further provides the
indemnification and advance payment of expenses provided
thereunder continues even after the individual ceases to hold a
position with the Company and inures to the benefit of his or her
heirs, executors and administrators.

Federal Regulations Providing for Indemnification of Directors
and Officers of First Lancaster Federal Savings Bank
--------------------------------------------------------------

     Federal regulations require that the Bank indemnify any
person against whom an action is brought by reason of that
person's role as a director or officer of the Bank for (i) any
judgments resulting from the action; (ii) reasonable costs and
expenses (including attorney's fees) incurred in connection with
the defense or settlement of such action; and (iii) reasonable
costs and expenses (including attorney's fees) incurred in
connection with enforcing the individual's indemnification rights
against the Bank, assuming a final judgment is obtained in his
favor.

     The mandatory indemnification provided for by federal
regulations is limited to (i) actions where a final judgment on
the merits is in favor of the officer or director and (ii) in the
case of a settlement, final judgment against the director or
officer or final judgment not on the merits, except as to where
the director or officer is found negligent or to have committed
misconduct in the performance of his or her duties, where a
majority of the Board of Directors of the Bank determines that
the director or officer was acting in good faith within what he
was reasonably entitled to believe was the scope of his or her
employment or authority for a purpose that was in the best
interests of the Bank or its members or stockholders.

     In addition, the Bank has a directors' and officers'
liability policy providing for insurance against certain
liabilities incurred by directors and officers of the Bank while
serving in their capacities as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------

       Not Applicable.

ITEM 8.  EXHIBITS
------

     For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of
this Registration Statement.

ITEM 9.  UNDERTAKINGS
------

     1.     The undersigned registrant hereby undertakes:

          (a)  To file, during any period in which offers or
sales are being made, 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 set forth 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 and 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 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.

              (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;
                                 -3-<PAGE>
<PAGE>
provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8,
and 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 in the registration statement.

          (b)  That, for the purpose of determining any liability
under the Securities Act of 1934, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

          (c)  To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

          (d)  If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or throughout
a continuous offering.

     2.     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.

     3.     The undersigned registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not
set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.

     4.     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.
                                 -4-<PAGE>
<PAGE>
                         SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant 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 Lancaster, Commonwealth of
Kentucky, on January 9, 1997.

                    FIRST LANCASTER BANCSHARES, INC.

                    By:  /s/ Virginia R. S. Stump
                         -------------------------------------
                         Virginia R. S. Stump
                         President and Chief Executive Officer
                         (Duly Authorized Representative)

                       POWER OF ATTORNEY
     We, the undersigned Directors of First Lancaster Bancshares,
Inc., hereby severally constitute and appoint Virginia R. S.
Stump, with full power of substitution, our true and lawful
attorney and agent, to do any and all things in our names in the
capacities indicated below which said Virginia R. S. Stump may
deem necessary or advisable to enable First Lancaster Bancshares,
Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with the registration on Form
S-8 of First Lancaster Bancshares, Inc. common stock that may be
awarded pursuant to the First Lancaster Bancshares, Inc. Stock
Option and Incentive Plan or the First Lancaster Federal Savings
Bank Management Recognition Plan, including specifically, but not
limited to, power and authority to sign for us in our names in
the capacities indicated below, the registration statement and
any and all amendments (including post-effective amendments)
thereto; and we hereby ratify and confirm all that said Virginia
R. S. Stump shall do or cause to be done by virtue thereof.

     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.
<TABLE>
<CAPTION>
Signatures                      Title                        Date
-----------                      -----                        -----
<S>                           <C>                            <C>

/s/ Virginia R.S. Stump     Chairman of the Board,         January 9, 1997
-----------------------     President and Chief
Virginia R. S. Stump        Executive Officer
                            (Principal Executive, Financial
                            and Accounting Officer)

/s/ Tony A. Merida          Vice Chairman of the Board     January 9, 1997
-----------------------     and Executive Vice President
Tony A. Merida

/s/ David W. Gay            Director                       January 9, 1997
----------------------
David W. Gay

/s/ Roger S. Grubbs         Director                       January 9, 1997
----------------------
Roger S. Grubbs

/s/ Jane G. Simpson         Director                       January 9, 1997
----------------------
Jane G. Simpson

/s/ Ronald L. Sutton         Director                      January 9, 1997
----------------------
Ronald L. Sutton

/s/ Jack C. Zanone           Director                      January 9, 1997
---------------------
Jack C. Zanone
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23431}]
{"company-data": {"conformed-name": "FIRST LANCASTER BANCSHARES INC", "cik": "0001010839", "assigned-sic": "6035", "irs-number": "611297318", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21755", "film-number": "97531487"}, "business-address": {"street1": "208 LEXINGTON ST", "city": "LANCASTER", "state": "KY", "zip": "40444", "phone": "6067923368"}, "mail-address": {"street1": "208 LEXINGTON ST", "city": "LANCASTER", "state": "KY", "zip": "40444"}}
As filed with the Securities and Exchange Commission 
                        on February 13, 1997.
                                   Registration No. 333-_____
_________________________________________________________________
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
          _____________________________________________
                            FORM S-8
                  REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1933
          _____________________________________________

                FIRST LANCASTER BANCSHARES, INC.
---------------------------------------------------------------
    (Exact name of Registrant as Specified in Its Charter)

          Delaware                             61-1297318
---------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)             Identification No.)

                       208 Lexington Street
                    Lancaster, Kentucky  40444
                           (606) 792-3368
-----------------------------------------------------------------
              (Address of Principal Executive Offices)

First Lancaster Bancshares, Inc. 1996 Stock Option and Incentive Plan
 First Lancaster Federal Savings Bank Management Recognition Plan
-----------------------------------------------------------------
                    (Full Title of the Plan)

                     Gary R. Bronstein, Esquire
                     Joel E. Rappoport, Esquire
                Housley Kantarian & Bronstein, P.C.
                  1220 19th Street N.W., Suite 700
                     Washington, D.C.  20036
-----------------------------------------------------------------
               (Name and Address of Agent For Service)

                        (202) 822-9611
----------------------------------------------------------------
  (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
===================================================================================
Title of each                       Proposed Maximum   Proposed Maximum    Amount of
class of Securities  Amount to be   Offering Price    Aggregate Offering Registration
to be registered      registered      Per Share              Price            Fee
------------------------------------------------------------------------------------
Common Stock,
$0.01 par value       134,233 (1)      $(2)            $2,024,581.375 (2)   $613.51
=====================================================================================
(1)  Maximum number of shares issuable under First Lancaster Federal Savings
Bank Management Recognition Plan (38,352 shares) and First Lancaster Bancshares,
Inc. 1996 Stock Option and Incentive Plan (95,881 shares), as such amounts may
be    increased in accordance with said plan in the event of a merger,
consolidation, recapitalization, stock split, stock dividend or similar event
involving the Registrant.
(2)  Under Rule 457(h) the registration fee may be calculated, inter alia, based
upon the price at which the options may be exercised.  134,233 shares are being
registered hereby, of which 71,910 are under option at a weighted average
exercise price of $14.9375 per share ($1,074,155.625 in the aggregate).  The
remainder of such  shares, which are not presently subject to option (62,323
shares), are being registered based upon the average of the bid and asked price
of the common stock of the Registrant as reported on the Nasdaq SmallCap Market
("SmallCap") on February 10, 1997 of $15.25 per share ($950,428.75 in the
aggregate).  Therefore, the total amount of the offering being registered herein
is $2,024,581.375.
/TABLE
PART I
                      INFORMATION REQUIRED IN THE SECTION
                             10(a) PROSPECTUS
ITEM 1.  PLAN INFORMATION*
------

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
------   INFORMATION*

     *Documents containing the information required by Part I of
this Registration Statement will be sent or given to participants
in the First Lancaster Federal Savings Bank Management
Recognition Plan and First Lancaster Bancshares, Inc. 1996 Stock
Option and Incentive Plan (together, the "Plans") in accordance
with Rule 428(b)(1).  In accordance with Note to Part I of Form
S-8, such documents are not filed with the Securities and
Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus
supplements.

                           PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
------

         First Lancaster Bancshares, Inc. (the "Company") is
subject to the informational requirements of the Securities
Exchange Act of 1934 (the "1934 Act") and, accordingly, files
periodic reports and other information with the Commission. 
Reports, proxy statements and other information concerning the
Company filed with the Commission may be inspected and copies may
be obtained (at prescribed rates) at the Commission's Public
Reference Section, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549.  The Commission also maintains a Web site that
contains reports, proxy and information statements and other
information regarding registrants that file electronically with
the Commission, including the Company.  The address for the
Commission's Web site is "http://www.sec.gov".

     The following documents are incorporated by reference in
this Registration Statement: 

     (a)     The Company's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 1996 as filed with the Commission on
September 7, 1996 (Commission File No. 0-20899).

     (b)     The Company's Quarterly Report on Form 10QSB for the
quarter ended September 30, 1996, as filed with the Commission on
November 13, 1996 (Commission File No. 0-20899).

     (c)     The Company's Quarterly Report on Form 10QSB for the
quarter ended December 31, 1996, as filed with the Commission on
February 13, 1997 (Commission File No. 0-20899).

     (d)     The description of the Company's securities as
contained in the Registration Statement on Form SB-2, as filed
with the Commission on March 15, 1996 and as amended on May 2,
1996 (Registration No. 333-2468).

     ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS
13(A), 13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 AFTER THE DATE HEREOF AND PRIOR TO THE FILING OF A POST-
EFFECTIVE AMENDMENT WHICH INDICATES THAT ALL SHARES OF COMMON
STOCK, PAR VALUE $0.01 PER SHARE ("COMMON STOCK") OFFERED HAVE
BEEN SOLD OR WHICH DEREGISTERS ALL SHARES OF COMMON STOCK THEN
REMAINING UNSOLD SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE
IN THIS REGISTRATION STATEMENT AND TO BE A PART HEREOF FROM THE
DATE OF FILING OF SUCH DOCUMENTS.

ITEM 4.  DESCRIPTION OF SECURITIES
------

        Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------
        Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------

INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Directors, officers and employees of the Company and/or
First Lancaster Federal Savings Bank ("the Bank") may be entitled
to benefit from the indemnification provisions contained in the
Delaware General Corporation Law (the "DGCL"),
                                 -1-
the Company's Certificate of Incorporation, and federal
regulations applicable to the Bank.  The general effect of these
provisions is summarized below:

DELAWARE GENERAL CORPORATION LAW

     Section 145 of the DGCL permits a Delaware corporation to
indemnify any person who was or is a party or is threatened to be
made a party to any proceeding of any type, (other than an action
by or in the right of the corporation) by reason of the fact that
he 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 expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, may not, of itself, create a
presumption that these standards have not been met.

     A Delaware corporation may also indemnify any person who was
or is a party or is threatened to be made a party to any
proceeding by or in the right of the corporation by reason of the
fact that he 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 expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation.  However, no indemnification
may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought
determines upon application that such person is fairly and
reasonably entitled to be indemnified.

     To the extent that a director, officer, employee or agent of
a corporation has been successful on the merits or otherwise in
defense of any proceeding described above indemnification against
expenses (including attorneys' fees) actually and reasonably
incurred by him is mandatory.

     Any determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in
subsections (a) and (b) must be made by a majority of the board
of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or
proceeding, or if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or by the
stockholders.

     Expenses (including attorneys' fees) incurred by an officer
or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of or proceeding
upon receipt of an undertaking by or on behalf of such director
or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
corporation.

     The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this section is
not exclusive.

     In addition, a corporation shall have power to purchase and
maintain insurance against any liability of individuals whom the
corporation is required to indemnify.

Article XVII of the Certificate of Incorporation of the Company
---------------------------------------------------------------
     In addition to the statutory provision described above,
Article XVII of the Company's Certificate of Incorporation also
provides for indemnification.  With certain exceptions, the
indemnification provided for by Article XVII is identical to the
statutory provision.  Article XVII states explicitly, however,
that the indemnification provided by the Article shall            
                    -2-
be deemed to be a contract between the Company and the persons
entitled to indemnification thereunder and further provides the
indemnification and advance payment of expenses provided
thereunder continues even after the individual ceases to hold a
position with the Company and inures to the benefit of his or her
heirs, executors and administrators.

Federal Regulations Providing for Indemnification of Directors
and Officers of First Lancaster Federal Savings Bank
--------------------------------------------------------------

     Federal regulations require that the Bank indemnify any
person against whom an action is brought by reason of that
person's role as a director or officer of the Bank for (i) any
judgments resulting from the action; (ii) reasonable costs and
expenses (including attorney's fees) incurred in connection with
the defense or settlement of such action; and (iii) reasonable
costs and expenses (including attorney's fees) incurred in
connection with enforcing the individual's indemnification rights
against the Bank, assuming a final judgment is obtained in his
favor.

     The mandatory indemnification provided for by federal
regulations is limited to (i) actions where a final judgment on
the merits is in favor of the officer or director and (ii) in the
case of a settlement, final judgment against the director or
officer or final judgment not on the merits, except as to where
the director or officer is found negligent or to have committed
misconduct in the performance of his or her duties, where a
majority of the Board of Directors of the Bank determines that
the director or officer was acting in good faith within what he
was reasonably entitled to believe was the scope of his or her
employment or authority for a purpose that was in the best
interests of the Bank or its members or stockholders.

     In addition, the Bank has a directors' and officers'
liability policy providing for insurance against certain
liabilities incurred by directors and officers of the Bank while
serving in their capacities as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------

       Not Applicable.

ITEM 8.  EXHIBITS
------

     For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of
this Registration Statement.

ITEM 9.  UNDERTAKINGS
------

     1.     The undersigned registrant hereby undertakes:

          (a)  To file, during any period in which offers or
sales are being made, 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 set forth 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 and 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 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.

              (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;
                                 -3-
provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8,
and 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 in the registration statement.

          (b)  That, for the purpose of determining any liability
under the Securities Act of 1934, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

          (c)  To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

          (d)  If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or throughout
a continuous offering.

     2.     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.

     3.     The undersigned registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not
set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.

     4.     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.
                                 -4-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant 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 Lancaster, Commonwealth of
Kentucky, on January 9, 1997.

                    FIRST LANCASTER BANCSHARES, INC.

                    By:  /s/ Virginia R. S. Stump
                         -------------------------------------
                         Virginia R. S. Stump
                         President and Chief Executive Officer
                         (Duly Authorized Representative)

                       POWER OF ATTORNEY
     We, the undersigned Directors of First Lancaster Bancshares,
Inc., hereby severally constitute and appoint Virginia R. S.
Stump, with full power of substitution, our true and lawful
attorney and agent, to do any and all things in our names in the
capacities indicated below which said Virginia R. S. Stump may
deem necessary or advisable to enable First Lancaster Bancshares,
Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with the registration on Form
S-8 of First Lancaster Bancshares, Inc. common stock that may be
awarded pursuant to the First Lancaster Bancshares, Inc. Stock
Option and Incentive Plan or the First Lancaster Federal Savings
Bank Management Recognition Plan, including specifically, but not
limited to, power and authority to sign for us in our names in
the capacities indicated below, the registration statement and
any and all amendments (including post-effective amendments)
thereto; and we hereby ratify and confirm all that said Virginia
R. S. Stump shall do or cause to be done by virtue thereof.

     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.
Signatures                      Title                        Date
-----------                      -----                        -----
/s/ Virginia R.S. Stump     Chairman of the Board,         January 9, 1997
-----------------------     President and Chief
Virginia R. S. Stump        Executive Officer
                            (Principal Executive, Financial
                            and Accounting Officer)

/s/ Tony A. Merida          Vice Chairman of the Board     January 9, 1997
-----------------------     and Executive Vice President
Tony A. Merida

/s/ David W. Gay            Director                       January 9, 1997
----------------------
David W. Gay

/s/ Roger S. Grubbs         Director                       January 9, 1997
----------------------
Roger S. Grubbs

/s/ Jane G. Simpson         Director                       January 9, 1997
----------------------
Jane G. Simpson

/s/ Ronald L. Sutton         Director                      January 9, 1997
----------------------
Ronald L. Sutton

/s/ Jack C. Zanone           Director                      January 9, 1997
---------------------
Jack C. Zanone