FIRST BANCORP OF INDIANA INC
8-A12G, 1999-01-21
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549




                                   FORM 8-A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(B) OR (G) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



                        FIRST BANCORP OF INDIANA, INC.
                        ------------------------------
            (Exact name of registrant as specified in its charter)



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


2200 West Franklin Street, Evansville, Indiana          47712
- - ----------------------------------------------          -----     
(Address of principal executive offices)             (Zip Code)


      If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box.
[   ]
      If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box.
[ X ]
      Securities Act registration statement file number to which this form 
relates: 333-68793.
         ---------

Securities to be registered pursuant to Section 12(g) of the Act:

                   COMMON STOCK, PAR VALUE $.01 PER SHARE
                   --------------------------------------
                              (Title of class)



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ITEM 1.     DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

      Incorporated  by  reference  to the  portion of the  Prospectus  under the
heading "Description of Capital Stock of the Holding Company," filed on December
11, 1998 as part of the  Registrant's  Registration  Statement  on Form S-1, No.
333-68793.

ITEM 2.     EXHIBITS.

      1.    Copies of all constituent instruments defining the rights of all the
            holders of each class of such securities, including any contracts or
            other documents which limit or qualify the rights of such holders.

            (a)   Certificate of Incorporation

                  Incorporated by reference to Exhibit 3.1 to Registrant's
                  Registration Statement on Form S-1, No. 333-68793, filed on
                  December 11, 1998.

            (b)   Bylaws

                  Incorporated by reference to Exhibit 3.2 to Registrant's
                  Registration Statement on Form S-1, No. 333-68793, filed on
                  December 11, 1998.

            (c)   Plan of Conversion

                  Incorporated by reference to Exhibit 2.1 to Registrant's
                  Registration Statement on Form S-1, No. 333-68793, filed on
                  December 11, 1998.





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      Pursuant to the requirements of Section 12 of the Securities  Exchange Act
of 1934, as amended, the Registrant has duly caused this Registration  Statement
to be signed on its behalf by the undersigned, thereto duly authorized.


                                   FIRST BANCORP OF INDIANA, INC.
                                           (Registrant)


                                    Date: January 21  , 1999
                                                  


                                    By:  /s/ Harold Duncan
                                         -----------------
                                         Harold Duncan
                                         President, Chief Executive Officer and
                                           Chairman of the Board














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