<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549


                                  FORM 10-QSB

                                  (Mark One)
                                  ----------
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934

                 For the quarterly period ended MARCH 31, 2001
                                                --------------

                                      OR

    ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                             EXCHANGE ACT OF 1934

          For the transition period from ___________ to ____________

                          Commission File No. 0-25023
                                              -------

                              First Capital, Inc.
                              -------------------
            (Exact name of registrant as specified in its charter)

                   Indiana                          35-2056949
          ----------------------------------------------------------
          (State or other jurisdiction of     (I.R.S. Employer
          incorporation or organization)      Identification Number)

                 220 Federal Drive NW, Corydon, Indiana  47112
              ---------------------------------------------------
              (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code 1-812-738-2198
                                                          --------------
                                Not applicable
--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report

     APPLICABLE ONLY TO CORPORATE ISSUERS; Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the latest
practicable date: 2,541,016 shares of common stock were outstanding as of
April 30, 2001.
<PAGE>

                              FIRST CAPITAL, INC.


                                     INDEX

Part I   Financial Information                                           Page
                                                                         ----

          Item 1.  Consolidated Financial Statements

            Consolidated Balance Sheets as of March 31, 2001
             and December 31, 2000 (unaudited)                              3

            Consolidated Statements of Income for the three months
             ended March 31, 2001 and 2000 (unaudited)                      4

            Consolidated Statements of Cash Flows for the three months
             ended March 31, 2001 and 2000 (unaudited)                      5

            Notes to consolidated financial statements (unaudited)        6-8

          Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations                          9-12

Part II  Other Information                                              13-14



Signatures                                                                 15

                                      -2-
<PAGE>

                        PART I - FINANCIAL INFORMATION
                      FIRST CAPITAL, INC. AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)



                                                 March 31,        December 31,
                                                   2001               2000
                                                 ---------        ------------
                                                        (in thousands)
ASSETS

Cash and due from banks                          $   5,315         $   6,010
Interest bearing deposits with banks                11,646             5,458
Securities available for sale, at fair value        41,409            34,779
Securities-held to maturity                          6,529            11,229
Federal funds sold                                     --                --
Loans receivable, net                              181,260           179,304
Federal Home Loan Bank stock, at cost                1,604             1,504
Foreclosed real estate                                 119               119
Premises and equipment                               6,214             6,228
Accrued interest receivable:
  Loans                                              1,088             1,155
  Securities                                           564               790
Cash value of life insurance                         1,174             1,161
Other assets                                           869               845
                                                 ---------         ---------
  Total Assets                                   $ 257,791         $ 248,582
                                                 =========         =========
LIABILITIES

Deposits:
  Noninterest-bearing                            $  18,054         $  17,123
  Interest-bearing                                 174,822           168,245
                                                 ---------         ---------
    Total Deposits                                 192,876           185,368
Retail repurchase agreements                           115               --
Advances from Federal Home Loan Bank                30,394            30,074
Accrued interest payable                             1,354             1,306
Accrued expenses and other liabilities               1,129               726
                                                 ---------         ---------
  Total Liabilities                                225,868           217,474
                                                 ---------         ---------
STOCKHOLDERS' EQUITY

Preferred stock of $.01 par value per share
  Authorized 1,000,000 shares; none issued             --                --
Common stock of $.01 par value per share
  Authorized 5,000,000 shares;
    issued 2,542,733 shares
    (2,537,324 shares in 2000)                          25                25
Additional paid-in capital                          12,844            12,812
Retained earnings-substantially restricted          19,665            19,222
Unearned ESOP shares                                  (513)             (523)
Unearned stock compensation                           (265)             (283)
Less treasury stock, at cost - 1,692 shares            (19)              --
Accumulated other comprehensive income-net
  unrealized gain (loss) on securities
  available for sale                                   186              (145)
                                                 ---------         ---------
  Total Stockholders' Equity                        31,923            31,108
                                                 ---------         ---------
  Total Liabilities and Stockholders' Equity     $ 257,791         $ 248,582
                                                 =========         =========

See accompanying notes to consolidated financial statements.

                                      -3-

<PAGE>

                        PART I - FINANCIAL INFORMATION
                      FIRST CAPITAL, INC. AND SUBSIDIARY
                       CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)



                                                     Three Months Ended
                                                          March 31,
                                                 --------------------------
                                                   2001             2000
                                                 ---------        ---------
                                                   (In thousands, except
                                                       per share data)
INTEREST INCOME

  Loans receivable, including fees               $   3,772        $   3,239
  Securities                                           744              661
  Federal funds sold                                   --                33
  Federal Home Loan Bank dividends                      31               27
  Interest bearing deposits with banks                 131              112
                                                 ---------         --------
    Total interest income                            4,678            4,072

INTEREST EXPENSE

  Deposits                                           2,052            1,905
  Retail purchase agreements                             0              --
  Advances from Federal Home Loan Bank                 478              206
                                                 ---------         --------
    Total interest expense                           2,530            2,111
    Net interest income                              2,148            1,961
  Provision for loan losses                             36              --
                                                 ---------         --------
    Net interest income after provision for
     loan losses                                     2,112            1,961

NONINTEREST INCOME

  Service charges on deposit accounts                  269              144
  Commission income                                     84               64
  Gain on sale of securities                            15              --
  Gain on sale of mortgage loans                        71               11
  Other income                                          16               65
                                                 ---------         --------
    Total noninterest income                           455              284
                                                 ---------         --------

NONINTEREST EXPENSE

  Compensation and benefits                            795              789
  Occupancy and equipment                              214              206
  Other operating expenses                             444              521
                                                 ---------         --------
    Total noninterest expense                        1,453            1,516
                                                 ---------         --------
    Income before income taxes                       1,114              729
Income tax expense                                     397              254
                                                 ---------         --------
    Net Income                                         717              475

OTHER COMPREHENSIVE INCOME (LOSS),
  NET OF TAX

  Unrealized gain (loss) on securities:
  Unrealized holding gains arising
    during the period                                  331               16
    Less: reclassification adjustment                  --               --
                                                 ---------         --------
      Other comprehensive income                       331               16
                                                 ---------         --------
      Comprehensive Income                       $   1,048         $    491
                                                 =========         ========
      Net income per common share, basic         $    0.29         $   0.19
                                                 =========         ========
      Net income per common share, diluted       $    0.29         $   0.19
                                                 =========         ========


See accompanying notes to consolidated financial statements.

                                      -4-
<PAGE>

                        PART I - FINANCIAL INFORMATION
                      FIRST CAPITAL, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

                                                             Three Months Ended
                                                                  March 31,
                                                             ------------------
                                                               2001      2000
                                                             --------  --------
CASH FLOWS FROM OPERATING ACTIVITIES                           (In thousands)
  Net income                                                 $    717  $    475
  Adjustments to reconcile net income to net
   cash provided by operating activities:
    Amortization of premiums and accretion of discounts           (17)        3
    Depreciation expense                                          110       129
    Deferred income taxes                                          (5)       30
    ESOP compensation expense                                      12        11
    Stock compensation expense                                     18        18
    Increase in cash value of life insurance                      (13)      (13)
    Provision for loan losses                                      36       --
    Net gain on sale of securities held to maturity               (15)      --
    Proceeds from sales of mortgage loans                       3,138       615
    Mortgage loans originated for sale                         (3,067)     (604)
    Net gain on sale of mortgage loans                            (71)      (11)
    Decrease in accrued interest receivable                       293       218
    Increase in accrued interest payable                           48       142
    Net change in other assets/liabilities                        166        32
                                                             ------------------
      Net Cash Provided By Operating Activities                 1,350     1,045
                                                             ------------------
CASH FLOWS FROM INVESTING ACTIVITIES
    Net increase in interest bearing deposits with banks       (6,188)   (4,559)
    Decrease in federal funds sold                                --      4,000
    Purchase of securities available for sale                  (8,328)   (2,986)
    Proceeds from maturities of securities available
     for sale                                                   2,188     1,250
    Proceeds from maturities of securities held to maturity     4,151       235
    Proceeds from sale of securities held to maturity             356       --
    Principal collected on mortgage-backed securities             282       140
    Net increase in loans receivable                           (1,992)   (2,572)
    Purchase of Federal Home Loan Bank stock                     (100)      --
    Proceeds from sale of foreclosed real estate                  --          3
    Purchase of premises and equipment                            (96)     (170)
                                                             ------------------
      Net Cash Used By Investing Activities                    (9,727)   (4,659)
                                                             ------------------
CASH FLOWS FROM FINANCING ACTIVITIES
    Net increase in deposits                                    7,508     9,487
    Net increase in retail repurchase agreements                  115       --
    Net increase (decrease) in advances from
     Federal Home Loan Bank                                       320    (6,581)
    Exercise of stock options                                      32       --
    Purchase of treasury stock                                    (19)      --
    Dividends paid                                               (274)     (245)
                                                             ------------------
      Net Cash Provided By Financing Activities                 7,682     2,661
                                                             ------------------
Net Decrease in Cash and Due From Banks                          (695)     (953)
Cash and due from banks at beginning of period                  6,010     5,820
                                                             ------------------
Cash and Due From Banks at End of Period                     $  5,315  $  4,867
                                                             ==================


See accompanying notes to consolidated financial statements.


                                      -5-
<PAGE>

                      FIRST CAPITAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)


1.  Presentation of Interim Information

     First Capital, Inc. ("Company") is the holding company for First Harrison
     Bank ("Bank"). The information presented in this report relates primarily
     to the Bank's operations.

     In the opinion of management, the unaudited consolidated financial
     statements include all normal adjustments considered necessary to present
     fairly the financial position as of March 31, 2001, and the results of
     operations for the three months ended March 31, 2001 and 2000 and cash
     flows for the three months ended March 31, 2001 and 2000.  All of these
     adjustments are of a normal, recurring nature.  Interim results are not
     necessarily indicative of results for a full year.

     The consolidated financial statements and notes are presented as permitted
     by Form 10-QSB, and do not contain certain information included in the
     Company's annual audited consolidated financial statements.

     The consolidated financial statements include the accounts of the Company,
     the Bank and the Bank's wholly owned subsidiary, First Harrison Financial
     Services, Inc. (formerly HCB Insurance Agency, Inc.). All material
     intercompany balances and transactions have been eliminated in
     consolidation.



2.   Supplemental Disclosures of Cash Flow Information

                                                     Three Months Ended
                                                          March 31,
                                                          ---------
                                                      2001        2000
                                                     ------      ------
                                                       (In thousands)
 Cash payments for:
  Interest                                          $2,482       $1,968
  Taxes                                                 79           66

 Noncash investing activity:
  Amortized cost of securities transferred from
   held to maturity to available for sale              182           -
  Proceeds from sales of foreclosed real estate
   financed through loans                               -           213


                                      -6-
<PAGE>

                      FIRST CAPITAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

3.   Comprehensive Income

     Comprehensive income is defined as the change in equity (net assets) of a
     business enterprise during a period from transactions and other events and
     circumstances from non-owner sources.  It includes all changes in equity
     during a period except those resulting from investments by owners and
     distributions to owners.  Comprehensive income for the Company includes net
     income and other comprehensive income representing the net unrealized gains
     and losses on securities available for sale.  The following tables set
     forth the components of other comprehensive income and the allocated tax
     amounts for the three months ended March 31, 2001 and 2000:


                                                          Three Months Ended
                                                               March 31,
                                                               ---------
                                                             2001     2000
                                                            -----    -----
                                                            (In thousands)
Unrealized gains on securities:
 Unrealized holding gains
  arising during the period                                 $ 548    $  26
 Income tax expense                                          (217)     (10)
                                                            -----    -----
   Net of tax amount                                          331       16
                                                            -----    -----
 Less:  reclassification
  adjustment for (gains) losses included in net income          -        -
 Income tax (expense) benefit                                   -        -
                                                            -----    -----
   Other comprehensive income                               $ 331    $  16
                                                            =====    =====


4. Supplemental Disclosure for Earnings Per Share
   (Dollars in thousands, except per share data)
<TABLE>
<CAPTION>

Basic:
<S>                                                         <C>          <C>
         Earnings:
            Net income                                       $     717   $      475
                                                            ==========   ==========
         Shares:
            Weighted average common shares
                outstanding                                  2,461,747    2,450,198
                                                            ==========   ==========

             Net income per common share, basic              $    0.29   $     0.19
                                                            ==========   ==========

       Diluted:
         Earnings:
            Net income                                      $      717   $      475
                                                            ==========   ==========
         Shares:
            Weighted average common shares
                outstanding                                  2,461,747    2,450,198

            Add: Dilutive effect of outstanding options          9,452        9,132
            Add: Dilutive effect of restricted shares              616        1,400
                                                            ----------   ----------
            Weighted average common shares
                outstanding, as adjusted                     2,471,815    2,460,730
                                                            ==========   ==========

             Net income per common share, diluted           $     0.29   $     0.19
                                                            ==========   ==========
</TABLE>

                                      -7-
<PAGE>

                      FIRST CAPITAL, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                  (Unaudited)



5.   Sale of Held to Maturity Securities

     The Office of Thrift Supervision (OTS) requires all municipal securities
     held by member institutions to be rated or be issued by a municipality in
     which the institution has an office. Through the merger with HCB Bancorp,
     the Bank acquired some non-rated municipal securities issued by
     municipalities in which the Bank does not have an office. Following a
     recent examination, the OTS has required divestiture of these holdings
     within three years. Certain non-rated municipal securities are classified
     as held to maturity. As these securities are sold, gains or losses will be
     recognized at the time of the sale. During the first quarter of 2001, the
     Bank sold $356,000 of non-rated municipal securities classified as held to
     maturity with a net gain of $15,000 recognized in income. Also, at March
     31, 2001, the Bank transferred to the available for sale category the
     remaining non-rated municipal securities previously classified as held to
     maturity which had an estimated fair value of $182,000. At March 31, 2001,
     the Bank holds non-rated municipal securities with a carrying value of
     $800,000 in the available for sale category which must be divested before
     December 31, 2004.


                                      -8-
<PAGE>

                                PART I - ITEM 2

                          MANAGEMENT'S DISCUSSION AND
                      ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS
                      FIRST CAPITAL, INC. AND SUBSIDIARIES

Safe Harbor Statement for Forward Looking Statements

This report may contain forward-looking statements within the meaning of the
federal securities laws.  These statements are not historical facts, rather
statements based on the Company's current expectations regarding its business
strategies and their intended results and its future performance.  Forward-
looking statements are preceded by terms such as "expects," "believes,"
"anticipates," "intends" and similar expressions.

Forward-looking statements are not guarantees of future performance.  Numerous
risks and uncertainties could cause or contribute to the Company's actual
results, performance and achievements to be materially different from those
expressed or implied by the forward-looking statements.  Factors that may cause
or contribute to these differences include, without limitation, general economic
conditions, including changes in market interest rates and changes in monetary
and fiscal policies of the federal government; legislative and regulatory
changes; and other factors disclosed periodically in the Company's filings with
the Securities and Exchange Commission.

Because of the risks and uncertainties inherent in forward-looking statements,
readers are cautioned not to place undue reliance on them, whether included in
this report or made elsewhere from time to time by the Company or on its behalf.
The Company assumes no obligation to update any forward-looking statements.

Financial Condition

     Total assets increased 3.7% from $248.6 million at December 31, 2000 to
$257.8 million at March 31, 2001, primarily as a result of increases in interest
bearing deposits with banks, investment securities and loans receivable, net,
which were funded by growth in deposits.

     Loans receivable, net, were $179.3 million at December 31, 2000, compared
to $181.3 million at March 31, 2001, a 1.1% increase.  This increase is
primarily the result of increases in residential mortgage loans and home equity
lines of credit.

     Securities available for sale increased $6.4 million from $34.8 million at
December 31, 2000 to $41.2 million at March 31, 2001 as a result of purchases of
$8.3 million, offset by maturities of $2.2 million and principal repayments of
$256,000 and transfers from the held to maturity category of $182,000 (see note
5).

     Investment securities held-to-maturity decreased from $11.2 million at
December 31, 2000 to $6.7 million at March 31, 2001, as a result of maturities
of $4.2 million, sales and transfers of $538,000 (see note 5) and principal
repayments of $26,000.

     Cash and interest bearing deposits with banks increased from $11.5 million
at December 31, 2000 to $17.0 million at March 31, 2001 as a result of excess
liquidity funded by growth in deposits and the sale of residential mortgage
loans into the secondary market.

                                      -9-
<PAGE>

                                PART I - ITEM 2

                          MANAGEMENT'S DISCUSSION AND
                      ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS
                      FIRST CAPITAL, INC. AND SUBSIDIARIES


     Total deposits increased from $185.4 million at December 31, 2000 to $192.9
million at March 31, 2001.  The increase in deposits resulted primarily from
growth in demand and savings deposit accounts, which management attributes to
its promotional efforts to attract lower cost accounts.  Time deposits also
increased $3.4 million from $95.1 million at December 31, 2000 to $98.4 million
at March 31, 2001.

     Total stockholders' equity increased from $31.1 million at December 31,
2000 to $31.9 million at March 31, 2001 primarily as a result of retained net
income of $443,000  and net unrealized gains of $331,000 on securities available
for sale.

Results of Operations

     Net Income.  Net income was $717,000 ($.29 per share diluted) for the three
months ended March 31, 2001 compared to $475,000 ($.19 per share diluted) for
the three months ended March 31, 2000.  Net income increased for 2001 compared
to 2000 due to increases in net interest income and noninterest income and a
decrease in noninterest expense.

     Net interest income for the three-month periods ended March 31, 2001 and
2000.  Net interest income increased 9.5% from $2.0 million in 2000 to $2.1
million in 2001 primarily as a result of the increase in interest-earning assets
funded by growth in deposits and additional borrowings from the Federal Home
Loan Bank of Indianapolis.

     Total interest income increased $606,000, or 14.9%, to $4.7 million for the
three months ended March 31, 2001 compared to $4.1 million in the prior year as
a result of a higher balance of interest-earning assets and higher average
yields.  Interest on loans receivable increased $533,000 and interest on
securities increased $83,000.  The average balance of interest-earning assets
was $239.1 million for the three-month period ended March 31, 2001 compared to
$211.6 million for the same period in 2000.  The average yield on interest-
earning assets increased from 7.70% in 2000 to 7.83% in 2001 due to increasing
balances in higher yielding loans such as commercial mortgage and installment
loans.

     Total interest expense increased $419,000, or 19.8%, to $2.5 million for
the three months ended March 31, 2001 compared to $2.1 million for the three
months ended March 31, 2000 as a result of the growth in deposits and an
increase in average borrowings from the Federal Home Loan Bank of Indianapolis.
The average balance of interest bearing deposits and advances from the Federal
Home Loan Bank were $171.7 million and $30.5 million, respectively, for the
three month period ended March 31, 2001 compared to $167.0 million and $13.2
million, respectively, for the same period in 2000.  The average cost of funds
increased from 4.69% in 2000 to 5.00% in 2001 due to the increased use of higher
cost borrowed funds and an increase in renewal rates on certificates of deposit
during the last three quarters of 2000.

                                     -10-
<PAGE>

                                PART I - ITEM 2

                          MANAGEMENT'S DISCUSSION AND
                      ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS
                      FIRST CAPITAL, INC. AND SUBSIDIARIES


     Provision for loan losses.  The provision for loan losses was $36,000 for
the three-month period ended March 31, 2001.  No provisions were made for the
three-month period ended March 31, 2000 because the level of the allowance for
loan losses was adequate based on management's analysis during the quarter due
to a decline in nonperforming loans.  During 2001, an increase in the level of
nonperforming loans and growth in the loan portfolio increased the recorded
provision based on the application of the allowance methodology.  During the
three month period ended March 31, 2001, the net loan portfolio growth was $2.0
million, consisting primarily of increases in residential mortgage loans and
home equity lines of credit secured by mortgages.  The consistent application of
management's allowance methodology resulted in an increase in the level of the
allowance for loan losses due primarily to higher levels of nonperforming loans.

     Provisions for loan losses are charged to operations to bring the total
allowance for loan losses to a level considered by management to be adequate to
provide for estimated inherent losses based on management's evaluation of the
collectibility of the loan portfolio, including the nature of the portfolio,
credit concentrations, trends in historical loss experience, specified impaired
loans, and economic conditions.  Although management uses the best information
available, future adjustments to the allowance may be necessary due to changes
in economic, operating, regulatory and other conditions that may be beyond the
Bank's control.  While the Bank maintains its allowance for loan losses at a
level that it considers adequate to provide for estimated losses, there can be
no assurance that further additions will not be made to the allowance for loan
losses and that actual losses will not exceed the estimated amounts.

     In determining the adequacy of the allowance for loan losses, the Bank
reviews all loans quarterly, and loans are assigned a risk weighting based on
asset classification.  The allowance is calculated by applying loss factors to
outstanding loans based on the internal risk grade of each loan.  Specific
allowances related to impaired and substandard loans are established in cases
where management has identified significant conditions or circumstances related
to a loan that management believes indicate the probability that a loss has been
incurred.  A general allowance is calculated by applying loss factors to
performing loans that have been grouped into homogeneous pools for the purpose
of the calculation.  Loss factors are based on our historical loss experience
and industry peer group data and may be adjusted for significant factors that,
in management's judgment, affect the collectibility of the portfolio.  The
allowance for loan losses was $1.2 million at March 31, 2001 and December 31,
2000.  Management has deemed these amounts as adequate on those dates based on
its best estimate of probable known and inherent loan losses.  At March 31,
2001, nonperforming loans amounted to $642,000.  Included in nonperforming loans
are loans over 90 days past due secured by one-to-four family residential real
estate in the amount of $135,000, commercial loans amounting to $20,000 and
consumer loans of $40,000.  These loans are accruing interest as the estimated
value of the collateral and collection efforts are deemed sufficient to ensure
full recovery.



                                     -11-
<PAGE>

                                PART I - ITEM 2

                          MANAGEMENT'S DISCUSSION AND
                      ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS
                      FIRST CAPITAL, INC. AND SUBSIDIARIES

     Noninterest income.  Noninterest income increased 60.2% to $455,000 for
the three months ended March 31, 2001 compared to $284,000 for the three months
ended March 31, 2000.  The increase is attributable to an increase in service
charges on deposit accounts of $125,000 resulting from both a growth in
transaction accounts and an increase in fees charged, and an increase in gains
on sale of mortgage loans of $60,000 resulting from the sale of over $3 million
of residential mortgages into the secondary market during 2001.

     Noninterest expense.  Noninterest expense decreased by $63,000 for the
three-month period ended March 31, 2001 compared to the same period for the
prior year.  The decrease results primarily from lower data processing fees and
merger related expenses, such as professional services, advertising and office
supplies expense, incurred during the quarter ended March 31, 2000.

     Income tax expense.  Income tax expense for the three-month period ended
March 31, 2001 was $397,000, compared to $254,000 for the same period in 2000.
The effective tax rate increased from 34.8% for 2000 to 35.6% for 2001 primarily
due to a decrease in tax-exempt interest income from municipal securities.


Liquidity and Capital Resources

     The Bank's primary sources of funds are customer deposits, proceeds from
loan repayments, maturing securities and FHLB advances.  While loan repayments
and maturities are a predictable source of funds, deposit flows and mortgage
prepayments are greatly influenced by market interest rates, general economic
conditions and competition.  At March 31, 2001, the Bank had cash and interest-
bearing deposits with banks of $17.0 million and securities available-for-sale
with a fair value of $41.2 million.  If the Bank requires funds beyond its
ability to generate them internally, it has additional borrowing capacity with
the FHLB of Indianapolis and collateral eligible for repurchase agreements.

     The Bank's primary investing activity is the origination of one-to-four
family mortgage loans and, to a lesser extent, consumer, multi-family,
commercial real estate and residential construction loans.  The Bank also
invests in U.S. Government and agency securities and mortgage-backed securities
issued by U.S. Government agencies.

     The Bank must maintain an adequate level of liquidity to ensure the
availability of sufficient funds to support loan growth and deposit withdrawals,
to satisfy financial commitments and to take advantage of investment
opportunities.  Historically, the Bank has been able to retain a significant
amount of its deposits as they mature.

     The Bank is required to maintain specific amounts of capital pursuant to
OTS requirements.  As of March 31, 2001, the Bank was in compliance with all
regulatory capital requirements, which were effective as of such date with
tangible, core and risk-based capital ratios of 11.8%, 11.8% and 20.1%,
respectively.  The regulatory requirements at that date were 1.5%, 3.0% and
8.0%, respectively.

                                     -12-
<PAGE>

                                    PART II
                               OTHER INFORMATION
                              FIRST CAPITAL, INC.


Item 1.  Legal Proceedings

         The Company is not a party to any legal proceedings. Periodically,
         there have been various claims and lawsuits involving the Bank, mainly
         as a plaintiff, such as claims to enforce liens, condemnation
         proceedings on properties in which the Bank holds security interests,
         claims involving the making and servicing of real property loans and
         other issues incident to the Bank's business. The Bank is not a party
         to any pending legal proceedings that it believes would have a material
         adverse affect on its financial condition or operations.

Item 2.  Changes in Securities and Use of Proceeds

         Not applicable.

Item 3.  Defaults upon Senior Securities

         Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders

         The Annual Meeting of Stockholders of the Company was held on April 18,
         2001. There were 2,541,104 shares entitled to vote at the time of the
         annual meeting. Holders of 2,086,943 shares were represented at the
         meeting. The results of the vote on the matters presented at the
         meeting were as follows:

               1.  The following individuals were elected as directors:

                                                 Vote        Vote     Term to
                             Name                For       Withheld   Expire
                             ----                ----      --------   -------

                      James S. Burden          2,005,603     81,340      2004

                      James E. Nett            2,012,122     74,821      2004

                      Mark D. Shireman         2,002,850     84,093      2004

                      Michael L. Shireman      2,007,300     79,643      2004

                      Samuel E. Uhl            2,009,326     77,617      2004


                    The terms of directors Earl H. Book, John W. Buschemeyer,
               William W. Harrod, Dennis L. Huber, James G. Pendleton, Kenneth
               R. Saulman, Gerald L. Uhl and Loren E. Voyles continued after the
               annual meeting.  Marvin E. Kiesler retired from the Board of
               Directors, but will serve as Director Emeritus for one year.  Mr.
               Kiesler's seat on the Board will not be filled at this time.

                                      -13-
<PAGE>

               2.  The appointment of Monroe Shine & Co., Inc. as auditors for
                   the Company for the fiscal year ending December 31, 2001 was
                   ratified by stockholders by the following vote:

                   For 2,024,797; Against 60,571; Abstain 1,575


Item 5.  Other Information

         Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

    (a)  Reports on Form 8-K
         -------------------

         No reports on Form 8-K were filed during the period covered by this
report.

                                      -14-
<PAGE>

                                  SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.


                                                 FIRST CAPITAL, INC.
                                                 (Registrant)



Dated  May 14, 2001                              BY: /s/ William W. Harrod
-------------------                                  ------------------------
                                                     William W. Harrod
                                                     President and CEO


Dated  May 14, 2001                              BY: /s/ Michael C. Frederick
-------------------                                  ------------------------
                                                     Michael C. Frederick
                                                     Senior Vice President
                                                      and Treasurer

                                      -15-