<PAGE> 1

As filed with the Securities and Exchange Commission on November 20, 2001
                                                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
incorporation or organization)                             Identification No.)

                             100 SOUTH WALNUT STREET
                            GNADENHUTTEN, OHIO 44629
                                 (740) 254-4313
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                          INDIAN VILLAGE BANCORP, INC.
                         2000 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)
                     --------------------------------------

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

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

 If any of the securities being registered on this Form are to be offered on a
  delayed or continuous basis pursuant to Rule 415 under the Securities Act of
                      1933, check the following box. / X /
                                                     ----
<TABLE>
<CAPTION>
===================================================================================================
   Title of each Class of     Amount to be   Proposed Purchase   Estimated Aggregate  Registration
Securities to be Registered   Registered(1)  Price Per Share       Offering Price         Fee
---------------------------------------------------------------------------------------------------
     <S>                       <C>                 <C>               <C>               <C>
     Common Stock               44,558
     $.01 par Value            Shares (2)          $12.10(3)         $539,152          $135
---------------------------------------------------------------------------------------------------
     Common Stock               17,823
     $.01 par Value            Shares (4)          $12.25(5)         $218,332          $ 55
===================================================================================================
</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  Bancorp,  Inc. 2000  Stock-Based  Incentive  Plan (the
     "Incentive Plan") as the result of a stock split, stock dividend or similar
     adjustment of the outstanding Common Stock of Indian Village Bancorp,  Inc.
     pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents  the total number of shares  currently reserved or available for
     issuance as options pursuant to the Incentive Plan.
(3)  Exercise price of $12.10 per share at which options for 44,400 shares under
     the Incentive  Plan have been granted to date.
(4)  Represents the total number of shares  currently  reserved or available for
     issuance as restricted stock awards under the Incentive Plan.
(5)  The  market value  of the Common Stock on November 15,  2001,  at which the
     17,823  shares may be issued to satisfy  restricted  stock awards under the
     Incentive Plan.

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.
Number of Pages 12
Exhibit Index begins on Page 9

<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
Bancorp,  Inc. (the "Company" or the  "Registrant")  2000 Stock-Based  Incentive
Plan (the  "Incentive  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 on September  28, 2001 by the  Registrant
for the fiscal  year ended June 30,  2001 (File No.  000-25971)  which  includes
consolidated balance sheets of Indian Village Bancorp,  Inc. as of June 30, 2001
and 2000,  and the  related  consolidated  statements  of income,  comprehensive
income,  shareholders'  equity and cash flows for the year  ended June 30,
2001, the six months ended June 30, 2000, and the year ended December 31, 1999.

      (b) The Form 10-QSB report filed by the  Registrant for the fiscal quarter
ended  September 30, 2001 (File No.  000-25971),  filed with the SEC on November
14, 2001.

      (c) The description of Registrant's Common Stock contained in Registrant'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 as  incorporated  by reference from the
Company's Registration Statement on Form SB-2 (SEC File No. 333-74621).

      (d) All documents  filed by the  Registrant  pursuant to Section 13(a) and
(c),  14 or 15(d) of the  Exchange  Act after the date  hereof  and prior to the
filing of a  post-effective  amendment  which  deregisters  all securities  then
remaining unsold.

       ANY STATEMENT CONTAINED IN THIS REGISTRATION  STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE  HEREIN,  SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT TO THE
EXTENT THAT A STATEMENT  CONTAINED  HEREIN, OR IN ANY OTHER  SUBSEQUENTLY  FILED
DOCUMENT WHICH ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
SUPERSEDED  SHALL  NOT BE  DEEMED,  EXCEPT  AS SO  MODIFIED  OR  SUPERSEDED,  TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.






                                        2

<PAGE> 3



ITEM 4.  DESCRIPTION OF SECURITIES.

      The common  stock to be offered  pursuant to the  Incentive  Plan has been
registered  pursuant  to  Section  12  of  the  Exchange  Act.  Accordingly,   a
description of the common stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

      The validity of the common stock  offered  hereby has been passed upon for
the Registrant by the firm of Muldoon, Murphy & Faucette LLP, Washington, D.C.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent  permissible by the general  corporation
law of Pennsylvania as it currently  exists or as it may be amended provided any
such amendment provides broader indemnification provisions than currently exist.
This indemnification applies to the Board of Directors who administer the Plan.

            ARTICLE 9. INDEMNIFICATION, ETC. OF OFFICERS, DIRECTORS,
                              EMPLOYEES AND AGENTS

      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.



                                        3

<PAGE> 4



      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.

      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.






                                        4

<PAGE> 5



ITEM 8.   LIST OF EXHIBITS.

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

      4.1      Indian Village Bancorp, Inc. 2000 Stock-Based Incentive Plan.1

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

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

      23.1     Consent of Crowe, Chizek and Company LLP.

      24       Power of Attorney is located on the signature pages.










-----------------------
       1  Incorporated  herein  by reference from  Appendix A to the Proxy
Statement on Form DEF 14A (File No. 000-25971) filed with the SEC on March 27,
2000.


                                        5

<PAGE> 6



ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

      (1)   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; 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

            unless the  information  required  by (i) and (ii) is  contained  in
            periodic  reports filed by the Registrant  pursuant to Section 13 or
            15(d) of the Exchange Act that are  incorporated  by reference  into
            this Registration Statement;

      (2)   That,  for the  purpose  of  determining  any  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 such  securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      (3)   To remove from  registration by means of a post-effective  amendment
            any of the securities  being  registered  which 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 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  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
directors, 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.


                                        6

<PAGE> 7



                                   SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  Indian  Village
Bancorp,  Inc. certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the Town of Gnadenhutten, Ohio, on October 18, 2001.

                                    INDIAN VILLAGE BANCORP, INC.


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

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

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below (other than Mr. Lindon) constitutes and appoints Mr. Lindon and Mr. Lindon
hereby  constitutes  and  appoints  Lori  S.  Frantz,  as the  true  and  lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name,  place and stead, in any and all capacities to sign any
or all amendments to the Form S-8 Registration Statement,  and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
U.S.  Securities  and  Exchange  Commission,  respectively,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act and things  requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that said  attorney-in-fact and agent or his substitute or substitutes,  may
lawfully do or cause to be done by virtue hereof.


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



 /s/ Marty R. Lindon        Chief Executive Officer,          October 18, 2001
---------------------       President and Director
Marty R. Lindon             (principal executive officer)


/s/Lori S. Frantz           Vice President, Treasurer         October 18, 2001
--------------------        and Chief Financial Officer
Lori S. Frantz              (principal accounting
                            and financial officer)


/s/ Rebecca S. Mastin       Chairperson of the Board          October 18, 2001
------------------------
Rebecca S. Mastin


/s/ John A. Beitzel         Vice Chairman of the Board        October 18, 2001
------------------------
John A. Beitzel




<PAGE> 8




/s/ Michael A. Cochran      Director and Corporate Secretary   October 18, 2001
-----------------------
Michael A. Cochran


/s/ Vernon E. Mishler       Director                           October 18, 2001
-----------------------
Vernon E. Mishler


/s/ Joanne Limbach          Director                           October 18, 2001
-----------------------
Joanne Limbach


/s/ Cindy S. Knisely        Director                           October 18, 2001
-----------------------
Cindy S. Knisely




<PAGE> 9
<TABLE>
<CAPTION>


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



                                                                                                Sequentially
                                                                                                  Numbered
                                                                                                    Page
Exhibit No.   Description                             Method of Filing                            Location
-----------   -------------------------------------   ---------------------------------------  -------------
  <S>         <C>                                     <C>                                          <C>
   4.1        Indian Village Bancorp, Inc. 2000       Incorporated herein by reference             --
              Stock-Based Incentive Program           from Appendix A to the Proxy Statement
                                                      on Form DEF 14A (File No. 000-25971)
                                                      filed with the SEC on March 27, 2000.

    5         Opinion of Muldoon Murphy &             Filed herewith.
              Faucette LLP

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

  23.1        Accountants Consent                     Filed herewith.

   24         Power of Attorney                       Located on the signature page.               --

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "indianstockoption.txt", "secsgml_size_bytes": 23275}]
{"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": "333-73756", "film-number": "1796749"}, "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 November 20, 2001
                                                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
incorporation or organization)                             Identification No.)

                             100 SOUTH WALNUT STREET
                            GNADENHUTTEN, OHIO 44629
                                 (740) 254-4313
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                          INDIAN VILLAGE BANCORP, INC.
                         2000 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)
                     --------------------------------------

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

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

 If any of the securities being registered on this Form are to be offered on a
  delayed or continuous basis pursuant to Rule 415 under the Securities Act of
                      1933, check the following box. / X /
                                                     ----
===================================================================================================
   Title of each Class of     Amount to be   Proposed Purchase   Estimated Aggregate  Registration
Securities to be Registered   Registered(1)  Price Per Share       Offering Price         Fee
---------------------------------------------------------------------------------------------------
Common Stock               44,558
     $.01 par Value            Shares (2)          $12.10(3)         $539,152          $135
---------------------------------------------------------------------------------------------------
     Common Stock               17,823
     $.01 par Value            Shares (4)          $12.25(5)         $218,332          $ 55
===================================================================================================
(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  Bancorp,  Inc. 2000  Stock-Based  Incentive  Plan (the
     "Incentive Plan") as the result of a stock split, stock dividend or similar
     adjustment of the outstanding Common Stock of Indian Village Bancorp,  Inc.
     pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents  the total number of shares  currently reserved or available for
     issuance as options pursuant to the Incentive Plan.
(3)  Exercise price of $12.10 per share at which options for 44,400 shares under
     the Incentive  Plan have been granted to date.
(4)  Represents the total number of shares  currently  reserved or available for
     issuance as restricted stock awards under the Incentive Plan.
(5)  The  market value  of the Common Stock on November 15,  2001,  at which the
     17,823  shares may be issued to satisfy  restricted  stock awards under the
     Incentive Plan.

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.
Number of Pages 12
Exhibit Index begins on Page 9
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
Bancorp,  Inc. (the "Company" or the  "Registrant")  2000 Stock-Based  Incentive
Plan (the  "Incentive  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 on September  28, 2001 by the  Registrant
for the fiscal  year ended June 30,  2001 (File No.  000-25971)  which  includes
consolidated balance sheets of Indian Village Bancorp,  Inc. as of June 30, 2001
and 2000,  and the  related  consolidated  statements  of income,  comprehensive
income,  shareholders'  equity and cash flows for the year  ended June 30,
2001, the six months ended June 30, 2000, and the year ended December 31, 1999.

      (b) The Form 10-QSB report filed by the  Registrant for the fiscal quarter
ended  September 30, 2001 (File No.  000-25971),  filed with the SEC on November
14, 2001.

      (c) The description of Registrant's Common Stock contained in Registrant'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 as  incorporated  by reference from the
Company's Registration Statement on Form SB-2 (SEC File No. 333-74621).

      (d) All documents  filed by the  Registrant  pursuant to Section 13(a) and
(c),  14 or 15(d) of the  Exchange  Act after the date  hereof  and prior to the
filing of a  post-effective  amendment  which  deregisters  all securities  then
remaining unsold.

       ANY STATEMENT CONTAINED IN THIS REGISTRATION  STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE  HEREIN,  SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT TO THE
EXTENT THAT A STATEMENT  CONTAINED  HEREIN, OR IN ANY OTHER  SUBSEQUENTLY  FILED
DOCUMENT WHICH ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
SUPERSEDED  SHALL  NOT BE  DEEMED,  EXCEPT  AS SO  MODIFIED  OR  SUPERSEDED,  TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

                                        2
3

ITEM 4.  DESCRIPTION OF SECURITIES.

      The common  stock to be offered  pursuant to the  Incentive  Plan has been
registered  pursuant  to  Section  12  of  the  Exchange  Act.  Accordingly,   a
description of the common stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

      The validity of the common stock  offered  hereby has been passed upon for
the Registrant by the firm of Muldoon, Murphy & Faucette LLP, Washington, D.C.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent  permissible by the general  corporation
law of Pennsylvania as it currently  exists or as it may be amended provided any
such amendment provides broader indemnification provisions than currently exist.
This indemnification applies to the Board of Directors who administer the Plan.

            ARTICLE 9. INDEMNIFICATION, ETC. OF OFFICERS, DIRECTORS,
                              EMPLOYEES AND AGENTS

      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.

                                        3
4

      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.

      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.

                                        4
5

ITEM 8.   LIST OF EXHIBITS.

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

      4.1      Indian Village Bancorp, Inc. 2000 Stock-Based Incentive Plan.1

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

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

      23.1     Consent of Crowe, Chizek and Company LLP.

      24       Power of Attorney is located on the signature pages.

-----------------------
       1  Incorporated  herein  by reference from  Appendix A to the Proxy
Statement on Form DEF 14A (File No. 000-25971) filed with the SEC on March 27,
2000.

                                        5
6

ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

      (1)   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; 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

            unless the  information  required  by (i) and (ii) is  contained  in
            periodic  reports filed by the Registrant  pursuant to Section 13 or
            15(d) of the Exchange Act that are  incorporated  by reference  into
            this Registration Statement;

      (2)   That,  for the  purpose  of  determining  any  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 such  securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      (3)   To remove from  registration by means of a post-effective  amendment
            any of the securities  being  registered  which 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 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  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
directors, 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.

                                        6
7

                                   SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  Indian  Village
Bancorp,  Inc. certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the Town of Gnadenhutten, Ohio, on October 18, 2001.

                                    INDIAN VILLAGE BANCORP, INC.

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

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

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below (other than Mr. Lindon) constitutes and appoints Mr. Lindon and Mr. Lindon
hereby  constitutes  and  appoints  Lori  S.  Frantz,  as the  true  and  lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name,  place and stead, in any and all capacities to sign any
or all amendments to the Form S-8 Registration Statement,  and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
U.S.  Securities  and  Exchange  Commission,  respectively,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act and things  requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that said  attorney-in-fact and agent or his substitute or substitutes,  may
lawfully do or cause to be done by virtue hereof.

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

 /s/ Marty R. Lindon        Chief Executive Officer,          October 18, 2001
---------------------       President and Director
Marty R. Lindon             (principal executive officer)

/s/Lori S. Frantz           Vice President, Treasurer         October 18, 2001
--------------------        and Chief Financial Officer
Lori S. Frantz              (principal accounting
                            and financial officer)

/s/ Rebecca S. Mastin       Chairperson of the Board          October 18, 2001
------------------------
Rebecca S. Mastin

/s/ John A. Beitzel         Vice Chairman of the Board        October 18, 2001
------------------------
John A. Beitzel
8

/s/ Michael A. Cochran      Director and Corporate Secretary   October 18, 2001
-----------------------
Michael A. Cochran

/s/ Vernon E. Mishler       Director                           October 18, 2001
-----------------------
Vernon E. Mishler

/s/ Joanne Limbach          Director                           October 18, 2001
-----------------------
Joanne Limbach

/s/ Cindy S. Knisely        Director                           October 18, 2001
-----------------------
Cindy S. Knisely
9
EXHIBIT INDEX
                                  -------------

                                                                                                Sequentially
                                                                                                  Numbered
                                                                                                    Page
Exhibit No.   Description                             Method of Filing                            Location
-----------   -------------------------------------   ---------------------------------------  -------------
4.1        Indian Village Bancorp, Inc. 2000       Incorporated herein by reference             --
              Stock-Based Incentive Program           from Appendix A to the Proxy Statement
                                                      on Form DEF 14A (File No. 000-25971)
                                                      filed with the SEC on March 27, 2000.

    5         Opinion of Muldoon Murphy &             Filed herewith.
              Faucette LLP

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

  23.1        Accountants Consent                     Filed herewith.

   24         Power of Attorney                       Located on the signature page.               --