##### Table of Contents

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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



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FORM 10-Q



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(Mark One)

|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ---------------------------------------------------------------------------------------



For the quarterly period ended JUNE 30, 2003



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



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First Capital, Inc.

(Exact name of registrant as specified in its charter)



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|Indiana                                                       |  | 35-2056949                            
|------------------------------------------------------------- |  | --------------------------------------
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification 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



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Indicate by
check mark whether the registrant (1) has filed all required reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    NO ̈



Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈NO  x



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: 2,825,777 shares of common stock were outstanding as of July 31, 2003.



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##### Table of Contents

FIRST CAPITAL, INC.



INDEX



|           |  |                                                                                                                |  | Page 
|---------- |  | -------------------------------------------------------------------------------------------------------------- |  | -----
|Part I     |  | Financial Information                                                                                          |  |      
|           |  |                                                                                                               
|           |  | Item 1. Consolidated Financial Statements                                                                      |  |      
|           |  |                                                                                                               
|           |  | Consolidated Balance Sheets as of June 30, 2003 and December 31, 2002 (unaudited)                              |  | 3    
|           |  |                                                                                                               
|           |  | Consolidated Statements of Income for the three months and six months ended June 30, 2003 and 2002 (unaudited) |  | 4    
|           |  |                                                                                                               
|           |  | Consolidated Statements of Cash Flows for the six months ended June 30, 2003 and 2002 (unaudited)              |  | 5    
|           |  |                                                                                                               
|           |  | Notes to consolidated financial statements (unaudited)                                                         |  | 6-9  
|           |  |                                                                                                               
|           |  | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations                  |  | 10-14
|           |  |                                                                                                               
|           |  | Item 3. Quantitative and Qualitative Disclosures About Market Risk                                             |  | 15-16
|           |  |                                                                                                               
|           |  | Item 4. Controls and Procedures                                                                                |  | 17   
|           |  |                                                                                                               
|Part II    |  | Other Information                                                                                              |  |      
|           |  |                                                                                                               
|           |  | Item 1. Legal Proceedings                                                                                      |  | 18   
|           |  |                                                                                                               
|           |  | Item 2. Changes in Securities and Use of Proceeds                                                              |  | 18   
|           |  |                                                                                                               
|           |  | Item 3. Defaults Upon Senior Securities                                                                        |  | 18   
|           |  |                                                                                                               
|           |  | Item 4. Submission of Matters to a Vote of Security Holders                                                    |  | 18   
|           |  |                                                                                                               
|           |  | Item 5. Other Information                                                                                      |  | 19   
|           |  |                                                                                                               
|           |  | Item 6. Exhibits and Reports of Form 8-K                                                                       |  | 19   
|           | 
|Signatures |  | 20                                                                                                            



2



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##### Table of Contents

PART I - FINANCIAL INFORMATION

FIRST CAPITAL, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(Unaudited)



|                                                                                                                          |  | June 30,2003   |         |   | December 31,2002 |  
|------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------- | - | ---------------- | -
|                                                                                                                          |  | (In thousands) |        
|ASSETS                                                                                                                    |  |                |         |   |                  |  
|Cash and due from banks                                                                                                   |  | $              | 9,169   |   |                  | $
|Interest bearing deposits with banks                                                                                      |  |                | 5,113   |   |                  |  
|Securities available for sale, at fair value                                                                              |  |                | 73,336  |   |                  |  
|Securities-held to maturity                                                                                               |  |                | 1,559   |   |                  |  
|Loans receivable, net                                                                                                     |  |                | 285,808 |   |                  |  
|Federal Home Loan Bank stock, at cost                                                                                     |  |                | 3,019   |   |                  |  
|Foreclosed real estate                                                                                                    |  |                | 182     |   |                  |  
|Premises and equipment                                                                                                    |  |                | 10,441  |   |                  |  
|Accrued interest receivable:                                                                                              |  |                |         |   |                  |  
|Loans                                                                                                                     |  |                | 1,346   |   |                  |  
|Securities                                                                                                                |  |                | 854     |   |                  |  
|Cash value of life insurance                                                                                              |  |                | 1,294   |   |                  |  
|Goodwill                                                                                                                  |  |                | 5,386   |   |                  |  
|Core deposit intangibles                                                                                                  |  |                | 645     |   |                  |  
|Other assets                                                                                                              |  |                | 438     |   |                  |  
|                                                                                                                          |  |                |         |   |                  |  
|Total Assets                                                                                                              |  | $              | 398,590 |   |                  | $
|                                                                                                                          |  |                |         |   |                  |  
|LIABILITIES                                                                                                               |  |                |         |   |                  |  
|Deposits:                                                                                                                 |  |                |         |   |                  |  
|Noninterest-bearing                                                                                                       |  | $              | 29,784  |   |                  | $
|Interest-bearing                                                                                                          |  |                | 268,870 |   |                  |  
|                                                                                                                          |  |                |         |   |                  |  
|Total Deposits                                                                                                            |  |                | 298,654 |   |                  |  
|                                                                                                                          |  |               
|Retail repurchase agreements                                                                                              |  |                | 421     |   |                  |  
|Advances from Federal Home Loan Bank                                                                                      |  |                | 53,677  |   |                  |  
|Accrued interest payable                                                                                                  |  |                | 1,209   |   |                  |  
|Accrued expenses and other liabilities                                                                                    |  |                | 1,088   |   |                  |  
|                                                                                                                          |  |                |         |   |                  |  
|Total Liabilities                                                                                                         |  |                | 355,049 |   |                  |  
|                                                                                                                          |  |                |         |   |                  |  
|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 2,841,471 shares (2,551,763 shares in
2002) |  |                | 28      |   |                  |  
|Additional paid-in capital                                                                                                |  |                | 19,169  |   |                  |  
|Retained earnings-substantially restricted                                                                                |  |                | 24,082  |   |                  |  
|Unearned ESOP shares                                                                                                      |  |                | (420    | ) |                  |  
|Unearned stock compensation                                                                                               |  |                | (108    | ) |                  |  
|Accumulated other comprehensive income                                                                                    |  |                | 1,053   |   |                  |  
|Less treasury stock, at cost - 15,954 shares (8,980 shares in 2002)                                                       |  |                | (263    | ) |                  |  
|                                                                                                                          |  |                |         |   |                  |  
|Total Stockholders Equity                                                                                                |  |                | 43,541  |   |                  |  
|                                                                                                                          |  |                |         |   |                  |  
|Total Liabilities and Stockholders Equity                                                                                |  | $              | 398,590 |   |                  | $
|                                                                                                                          |  |                |         |   |                  |  



See accompanying notes to consolidated
financial statements.



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##### Table of Contents

PART I - FINANCIAL INFORMATION

FIRST CAPITAL, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)



|                                                    |  | Three MonthsEnded June 30,            |       | Six Months EndedJune 30,
|--------------------------------------------------- |  | ------------------------------------- | ----- | ------------------------
|                                                    |  | 2003                                  |       | 2002                    
|                                                    |  | (In thousands, except per share data)
|INTEREST INCOME                                     |  |                                       |       |                         
|Loans receivable, including fees                    |  | $                                     | 4,847 |                         
|Securities                                          |  |                                       |       |                         
|Taxable                                             |  |                                       | 570   |                         
|Tax-exempt                                          |  |                                       | 128   |                         
|Federal Home Loan Bank dividends                    |  |                                       | 38    |                         
|Interest bearing deposits with banks                |  |                                       | 55    |                         
|                                                    |  |                                       |       |                         
|Total interest income                               |  |                                       | 5,638 |                         
|INTEREST EXPENSE                                    |  |                                       |       |                         
|Deposits                                            |  |                                       | 1,512 |                         
|Retail repurchase agreements                        |  |                                       | 1     |                         
|Advances from Federal Home Loan Bank                |  |                                       | 738   |                         
|                                                    |  |                                       |       |                         
|Total interest expense                              |  |                                       | 2,251 |                         
|Net interest income                                 |  |                                       | 3,387 |                         
|Provision for loan losses                           |  |                                       | 175   |                         
|                                                    |  |                                       |       |                         
|Net interest income after provision for loan losses |  |                                       | 3,212 |                         
|NON-INTEREST INCOME                                 |  |                                       |       |                         
|Service charges on deposit accounts                 |  |                                       | 478   |                         
|Commission income                                   |  |                                       | 85    |                         
|Gain on sale of securities                          |  |                                       |      |                         
|Mortgage brokerage fees                             |  |                                       | 12    |                         
|Other income                                        |  |                                       | 20    |                         
|                                                    |  |                                       |       |                         
|Total non-interest income                           |  |                                       | 595   |                         
|                                                    |  |                                       |       |                         
|NON-INTEREST EXPENSE                                |  |                                       |       |                         
|Compensation and benefits                           |  |                                       | 1,214 |                         
|Occupancy and equipment                             |  |                                       | 436   |                         
|Other operating expenses                            |  |                                       | 616   |                         
|                                                    |  |                                       |       |                         
|Total non-interest expense                          |  |                                       | 2,266 |                         
|                                                    |  |                                       |       |                         
|Income before income taxes                          |  |                                       | 1,541 |                         
|Income tax expense                                  |  |                                       | 541   |                         
|                                                    |  |                                       |       |                         
|Net Income                                          |  | $                                     | 1,000 |                         
|OTHER COMPREHENSIVE INCOME, NET OF TAX              |  |                                       |       |                         
|Unrealized gain on securities:                      |  |                                       |       |                         
|Unrealized holding gains arising during the period  |  |                                       | 262   |                         
|Less: reclassification adjustment                   |  |                                       |      |                         
|                                                    |  |                                       |       |                         
|Other comprehensive income                          |  |                                       | 262   |                         
|                                                    |  |                                       |       |                         
|Comprehensive Income                                |  | $                                     | 1,262 |                         
|                                                    |  |                                       |       |                         
|Net income per common share, basic                  |  | $                                     | 0.36  |                         
|                                                    |  |                                       |       |                         
|Net income per common share, diluted                |  | $                                     | 0.36  |                         
|                                                    |  |                                       |       |                         



See
accompanying notes to consolidated financial statements.



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##### Table of Contents

PART I - FINANCIAL INFORMATION

FIRST CAPITAL, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                  |  | Six MonthsEnded June 30, |        
|--------------------------------------------------------------------------------- |  | ------------------------ | -------
|                                                                                  |  | 2003                     |        
|                                                                                  |  | (In thousands)           |        
|CASH FLOWS FROM OPERATING ACTIVITIES                                              |  |                          |        
|Net income                                                                        |  | $                        | 1,721  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                          |        
|Amortization of premiums and accretion of discounts                               |  |                          | 199    
|Depreciation and amortization expense                                             |  |                          | 322    
|Deferred income taxes                                                             |  |                          | 361    
|ESOP compensation expense                                                         |  |                          | 44     
|Stock compensation expense                                                        |  |                          | 35     
|Increase in cash value of life insurance                                          |  |                          | (27    
|Provision for loan losses                                                         |  |                          | 325    
|Net gain on sale of securities available for sale                                 |  |                          | (51    
|Stock dividends on Federal Home Loan Bank stock                                   |  |                          | (39    
|Increase in accrued interest receivable                                           |  |                          | (76    
|Decrease in accrued interest payable                                              |  |                          | (147   
|Net change in other assets/liabilities                                            |  |                          | (27    
|                                                                                  |  |                          |        
|Net Cash Provided By Operating Activities                                         |  |                          | 2,640  
|                                                                                  |  |                          |        
|CASH FLOWS FROM INVESTING ACTIVITIES                                              |  |                          |        
|Net decrease in interest bearing deposits with banks                              |  |                          | 19,090 
|Purchase of securities available for sale                                         |  |                          | (23,172
|Proceeds from maturities of securities available for sale                         |  |                          | 10,500 
|Purchase of securities held to maturity                                           |  |                          |       
|Proceeds from maturities of securities held to maturity                           |  |                          | 107    
|Proceeds from sale of securities available for sale                               |  |                          | 2,551  
|Principal collected on mortgage-backed securities                                 |  |                          | 6,094  
|Net increase in loans receivable                                                  |  |                          | (5,836 
|Purchase of Federal Home Loan Bank stock                                          |  |                          | (64    
|Proceeds from sale of Federal Reserve Bank stock                                  |  |                          | 180    
|Proceeds from sale of foreclosed real estate                                      |  |                          |       
|Purchase of premises and equipment                                                |  |                          | (1,092 
|Net cash paid in acquisition of Hometown Bancshares, Inc.                         |  |                          | (5,726 
|                                                                                  |  |                          |        
|Net Cash Provided (Used) By Investing Activities                                  |  |                          | 2,632  
|                                                                                  |  |                          |        
|CASH FLOWS FROM FINANCING ACTIVITIES                                              |  |                          |        
|Net increase (decrease) in deposits                                               |  |                          | (2,221 
|Net increase in advances from Federal Home Loan Bank                              |  |                          | 357    
|Net decrease in retail repurchase agreements                                      |  |                          | (36    
|Exercise of stock options                                                         |  |                          | 47     
|Purchase of treasury stock                                                        |  |                          | (146   
|Dividends paid                                                                    |  |                          | (714   
|                                                                                  |  |                          |        
|Net Cash Provided (Used) By Financing Activities                                  |  |                          | (2,713 
|                                                                                  |  |                          |        
|Net Increase (Decrease) in Cash and Due From Banks                                |  |                          | 2,559  
|Cash and due from banks at beginning of period                                    |  |                          | 6,610  
|                                                                                  |  |                          |        
|Cash and Due From Banks at End of Period                                          |  | $                        | 9,169  
|                                                                                  |  |                          |        



See
accompanying notes to consolidated financial statements.



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##### Table of Contents

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 June 30, 2003, and the results of operations for the three months and six
months ended June 30, 2003 and 2002 and cash flows for the six months ended June 30, 2003 and 2002. All of these adjustments are of a normal, recurring nature. Such adjustments are the only adjustments included in the unaudited consolidated
financial statements. Interim results are not necessarily indicative of results for a full year.



The accompanying unaudited consolidated financial statements and notes have been prepared in accordance with generally accepted accounting principles for
interim financial statements and are presented as permitted by the instructions to Form 10-Q. Accordingly, they do not contain certain information included in the Companys annual audited consolidated financial statements and related footnotes
for the year ended December 31, 2002 included in the Form 10-KSB.



The unaudited consolidated financial statements include the accounts of the Company, the Bank and the Banks wholly owned subsidiary, First Harrison Financial Services, Inc. All material intercompany balances and transactions have been
eliminated in consolidation.



|2. |  | 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 and six months ended June 30, 2003 and
2002:



|                                                                   |  | Three MonthsEnded June 30, |      |   | Six MonthsEnded June 30, |  
|------------------------------------------------------------------ |  | -------------------------- | ---- | - | ------------------------ | -
|                                                                   |  | 2003                       |      |   | 2002                     |  
|                                                                   |  | (In thousands)             |     
|Unrealized gains on securities:                                    |  |                            |      |   |                          |  
|Unrealized holding gains arising during the period                 |  | $                          | 434  |   |                          | $
|Income tax expense                                                 |  |                            | (172 | ) |                          |  
|                                                                   |  |                            |      |   |                          |  
|Net of tax amount                                                  |  |                            | 262  |   |                          |  
|                                                                   |  |                            |      |   |                          |  
|Less: reclassification adjustment for gains included in net income |  |                            |     |   |                          |  
|Income tax benefit                                                 |  |                            |     |   |                          |  
|                                                                   |  |                            |      |   |                          |  
|Other comprehensive income                                         |  | $                          | 262  |   |                          | $
|                                                                   |  |                            |      |   |                          |  



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##### Table of Contents

FIRST CAPITAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



|3. |  | Merger with Hometown Bancshares, Inc.
|-- |  | -------------------------------------



On March 20, 2003, the Company consummated its acquisition of Hometown Bancshares, Inc. (Hometown), a bank holding company located in New
Albany, Indiana, pursuant to an Agreement and Plan of Merger dated September 25, 2002. Hometown is the parent company of Hometown National Bank, which was merged with and into the Bank. The acquisition was made for the purpose of expanding the
Companys presence in the New Albany and Floyd County, Indiana market area and the Company expects to benefit from growth in this market area as well as from expansion of the banking services provided to the existing customers of Hometown.



Pursuant to the terms of the merger agreement,
Hometown stockholders who elected to receive Company stock received 2.487 shares of Company common stock and Hometown shareholders who elected to receive cash received $46.50 in cash for each share of Hometown common stock. Hometown stockholders who
did not submit properly completed election forms within the required timeframe received 0.773 shares of Company common stock and $32.05 in cash for each share of Hometown common stock. The Company issued 285,446 shares of common stock and paid
approximately $5.4 million in cash consideration to former Hometown stockholders. The value assigned to the common shares issued in the transaction was approximately $6.1 million determined by the average closing price of the Companys common
stock over a twenty day period ended March 17, 2003. The transaction was accounted for under the purchase method of accounting. Accordingly, the results of operations of Hometown have been included in the Companys results of operations since
the date of acquisition. Under the purchase method of accounting, the purchase price is allocated to the respective assets acquired and liabilities assumed based on their estimated fair values, net of applicable income tax effects. The excess of
cost over the fair value of the net assets acquired of approximately $5.4 million has been recorded as goodwill.



The following unaudited pro forma information assumes that the acquisition was consummated on January 1, 2002:



|                                                    |  | Three MonthsEnded June 30,            |       | Six MonthsEnded June 30,
|--------------------------------------------------- |  | ------------------------------------- | ----- | ------------------------
|                                                    |  | 2003                                  |       | 2002                    
|                                                    |  | (In thousands, except per share data)
|Interest income                                     |  | $                                     | 5,622 |                         
|Interest expense                                    |  |                                       | 2,189 |                         
|                                                    |  |                                       |       |                         
|Net interest income                                 |  |                                       | 3,433 |                         
|Provision for loan losses                           |  |                                       | 175   |                         
|                                                    |  |                                       |       |                         
|Net interest income after provision for loan losses |  |                                       | 3,258 |                         
|                                                    |  |                                       |       |                         
|Noninterest income                                  |  |                                       | 595   |                         
|Noninterest expense                                 |  |                                       | 2,285 |                         
|                                                    |  |                                       |       |                         
|Income before income taxes                          |  |                                       | 1,568 |                         
|Income tax expense                                  |  |                                       | 541   |                         
|                                                    |  |                                       |       |                         
|Net income                                          |  | $                                     | 1,027 |                         
|                                                    |  |                                       |       |                         
|Net income per common share, basic                  |  | $                                     | 0.34  |                         
|Net income per common share, diluted                |  | $                                     | 0.34  |                         



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##### Table of Contents

FIRST CAPITAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



|3. |  | Merger with Hometown Bancshares, Inc. - continued
|-- |  | -------------------------------------------------



In addition to combining the historical results of operations, the pro forma calculations consider the purchase accounting adjustments and
nonrecurring charges directly related to the acquisition and the related tax effects. The pro forma calculations do not include any anticipated cost savings as a result of the acquisition. The pro forma results of operations are not necessarily
indicative of the actual results of operations that would have occurred had the Hometown acquisition actually been consummated on January 1, 2002, or results that may occur in the future.



|4. |  | Supplemental Disclosure for Earnings Per Share
|-- |  | ----------------------------------------------



|                                                        |  | Three Months Ended                                          |           | Six Months Ended
|------------------------------------------------------- |  | ----------------------------------------------------------- | --------- | ----------------
|                                                        |  | 6/30/2003                                                   |           | 6/30/2002       
|                                                        |  | (Dollars in thousands, except for share and per share data)
|Basic                                                   |  |                                                             |           |                 
|Earnings:                                               |  |                                                             |           |                 
|Net income                                              |  | $                                                           | 1,000     |                 
|                                                        |  |                                                             |           |                 
|Shares:                                                 |  |                                                             |           |                 
|Weighted average common shares outstanding              |  |                                                             | 2,770,392 |                 
|                                                        |  |                                                             |           |                 
|Net income per common share, basic                      |  | $                                                           | 0.36      |                 
|                                                        |  |                                                             |           |                 
|Diluted                                                 |  |                                                             |           |                 
|Earnings:                                               |  |                                                             |           |                 
|Net income                                              |  | $                                                           | 1,000     |                 
|                                                        |  |                                                             |           |                 
|Shares:                                                 |  |                                                             |           |                 
|Weighted average common shares outstanding              |  |                                                             | 2,770,392 |                 
|Add: Dilutive effect of outstanding options             |  |                                                             | 32,005    |                 
|Add: Dilutive effect of restricted stock                |  |                                                             | 4,095     |                 
|                                                        |  |                                                             |           |                 
|Weighted average common shares outstanding, as adjusted |  |                                                             | 2,806,492 |                 
|                                                        |  |                                                             |           |                 
|Net income per common share, diluted                    |  | $                                                           | 0.36      |                 
|                                                        |  |                                                             |           |                 



|5. |  | Stock Option Plan
|-- |  | -----------------



The Company accounts for its stock option plan under the recognition and measurement principles of APB Opinion No. 25, Accounting for
Stock Issued to Employees, and related Interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under the stock option plan had an exercise price equal to the market value of the underlying
common stock on the date of grant. The following table illustrates the effect on net income and earnings per share as if the Company had applied the fair value recognition provisions of SFAS 123 to stock-based employee compensation.



8



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##### Table of Contents

FIRST CAPITAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



|5. |  | Stock Option Plancontinued
|-- |  | ---------------------------



|                                                                                                                                            |  | Three MonthsEnded June 30,            |       |   | Six MonthsEnded June 30, |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------- | ----- | - | ------------------------ | -
|                                                                                                                                            |  | 2003                                  |       |   | 2002                     |  
|                                                                                                                                            |  | (In thousands, except per share data) |      
|Net income, as reported                                                                                                                     |  | $                                     | 1,000 |   |                          | $
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related
tax effects |  |                                       | (2    | ) |                          |  
|                                                                                                                                            |  |                                       |       |   |                          |  
|Pro forma net income                                                                                                                        |  | $                                     | 998   |   |                          | $
|                                                                                                                                            |  |                                       |       |   |                          |  
|Earnings per share:                                                                                                                         |  |                                       |       |   |                          |  
|Basicas reported                                                                                                                           |  | $                                     | 0.36  |   |                          | $
|Basicpro forma                                                                                                                             |  | $                                     | 0.36  |   |                          | $
|Dilutedas reported                                                                                                                         |  | $                                     | 0.36  |   |                          | $
|Dilutedpro forma                                                                                                                           |  | $                                     | 0.36  |   |                          | $



|6. |  | Supplemental Disclosures of Cash Flow Information
|-- |  | -------------------------------------------------



|                                                                 |  | Six MonthsEnded June 30,
|---------------------------------------------------------------- |  | ------------------------
|                                                                 |  | 2003                    
|                                                                 |  | (In thousands)          
|Cash payments for:                                               |  |                         
|Interest                                                         |  | $                       
|Taxes                                                            |  |                         
|Noncash investing activities:                                    |  |                         
|Transfers from loans to real estate acquired through foreclosure |  |                         
|Acquisition of Hometown Bancshares, Inc. (Note 3)                |  |                         
|Assets acquired:                                                 |  |                         
|Cash and due from banks                                          |  | $                       
|Interest-bearing deposits with banks                             |  |                         
|Investment securities                                            |  |                         
|Loans, net                                                       |  |                         
|Premises and equipment                                           |  |                         
|Goodwill                                                         |  |                         
|Core deposit intangible                                          |  |                         
|Other assets                                                     |  |                         
|                                                                 |  |                         
|                                                                 |  |                         
|                                                                 |  |                         
|Liabilities assumed:                                             |  |                         
|Deposit accounts                                                 |  |                         
|Other liabilities                                                |  |                         
|                                                                 |  |                         
|                                                                 |  |                         
|                                                                 |  |                         
|Net assets acquired                                              |  | $                       
|                                                                 |  |                         
|Cash paid                                                        |  | $                       
|Stock issued                                                     |  |                         
|                                                                 |  |                         
|Total purchase price                                             |  | $                       
|                                                                 |  |                         



9



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##### Table of Contents

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. Except as required by applicable law or
regulation, the Company assumes no obligation to update any forward-looking statements.



Financial Condition



Total assets increased
from $308.6 million at December 31, 2002 to $398.6 million at June 30, 2003. The increase in total assets includes the assets acquired in the merger with Hometown, which had assets of $90.5 million, excluding goodwill and other purchase accounting
adjustments.



Net loans receivable were $216.0 million at
December 31, 2002, compared to $285.8 million at June 30, 2003. Loans totaling $64.3 million were added in the acquisition of Hometown, consisting primarily of commercial mortgages and commercial loans.



Securities available for sale increased $8.4 million from $65.0 million at
December 31, 2002 to $73.3 million at June 30, 2003. The increase was primarily due to purchases of $23.2 million and the acquisition of Hometowns securities portfolio of $4.3 million, offset by maturities of $10.5 million, principal
repayments of $6.1 million and sales of $2.5 million. The securities in Hometowns portfolio classified as available for sale consisted of government agencies, mortgage-backed securities, notes and bonds.



Investment securities held-to-maturity increased $85,000 primarily as a
result of $223,000 in municipal obligations acquired from Hometown, offset by maturities of $107,000 and principal repayments of $30,000.



Cash and short-term investments increased from $12.7 million at December 31, 2002 to $14.3 million at June 30, 2003. Hometown had $18.1 million in cash
and short-term investments at the date of the acquisition. Cash consideration of $5.4 million was paid to Hometown shareholders in connection with the merger. The majority of the remainder of cash and short-term investments was used for the
investment purchases previously mentioned.



10



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##### Table of Contents

PART IITEM 2



MANAGEMENTS DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

FIRST CAPITAL, INC. AND SUBSIDIARIES



Total deposits increased 38.1%, from $216.2 million at December 31, 2002 to $298.7 million at June 30, 2003. Hometown had deposits of $84.7 million at the
date of the acquisition, including time deposits of $63.3 million and checking and savings accounts $21.4 million.



Federal Home Loan Bank borrowings increased from $53.3 million at December 31, 2002 to $53.7 million at June 30, 2003. New advances of $4.6 million have
been drawn during the six month period, primarily to take advantage of lower interest rates at favorable terms and replace maturing advances of $4.2 million.



Total stockholders equity increased from $36.3 million at December 31, 2002 to $43.5 million at June 30, 2003 primarily as a result of the issuance of
common stock of $6.1 million related to the acquisition of Hometown and retained net income of $1.0 million.



Results of Operations



Net Income for the six month periods ended June 30, 2003 and 2002.Net income was $1.7 million ($.64 per share diluted) for the six months ended June 30, 2003 compared to $1.6 million ($.63 per share diluted) for the six months ended
June 30, 2002. Net income increased due to increases in interest and noninterest income, partially offset by increases in the provision for loan losses and noninterest expenses.



Net Income for the three month periods ended June 30, 2003 and 2002.Net income was $1.0 million ($.36 per share
diluted) for the three months ended June 30, 2003 compared to $774,000 ($.31 per share diluted) for the same period in 2002. Net income increased due to increases in interest and noninterest income, partially offset by increases in the provision for
loan losses and noninterest expenses.



Net interest income
for the six month periods ended June 30, 2003 and 2002.Net interest income increased 22.0% from $4.9 million in 2002 to $6.0 million in 2003 primarily as a result of an increase in interest-earning assets funded by growth in deposits and
borrowings from the Federal Home Loan Bank.



Total interest
income increased $949,000 during the six months ended June 30, 2003 compared to the same period in 2002. The average balance of interest-earning assets increased from $272.7 million to $335.9 million when comparing the same periods. The average
tax-equivalent yield on interest-earning assets declined from 6.98% in 2002 to 6.24% in 2003, primarily due to the continued refinancing of residential mortgages and the repricing of the investment portfolio and adjustable rate loans at lower
interest rates.



Total interest expense decreased $139,000 to
$4.3 million during the six months ended June 30, 2003 compared to $4.5 million for the same period in 2002. Interest on deposits decreased $313,000 while interest on Federal Home Loan Bank borrowings increased $174,000 when comparing the two
periods. The average balance of interest-bearing liabilities increased from $232.9 million in 2002 to $291.4 million in 2003 while the average rate on these same liabilities decreased from 3.82% in 2002 to 2.96% in 2003. This resulted in the
Banks interest rate spread increasing to 3.28% during the first six months of 2003 from 3.16% for the same period in 2002.



11



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##### Table of Contents

PART IITEM 2



MANAGEMENTS DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

FIRST CAPITAL, INC. AND SUBSIDIARIES



Net interest income for the three month periods ended June 30, 2003 and 2002.Net interest income increased from $2.5 million for the three months
ended June 30, 2002 to $3.4 million for the same period in 2003 primarily due to the increase in interest-earning assets and an increase in the interest rate spread.



Total interest income increased $918,000 for the three months ended June 30, 2003 compared to the same period in 2002. The
increase in the average balance of earning assets from $274.1 million in 2002 to $371.0 million in 2003 more than made up for the reduction in the average taxable-equivalent yield from 6.98% in 2002 to 6.15% in 2003.



Total interest expense increased $24,000 for the three months ended June 30,
2003 compared to the same period in 2002. The average balance of interest-bearing liabilities increased from $234.7 million in 2002 to $325.3 million in 2003. This was offset by the decrease in the average yield on these liabilities from 3.79% in
2002 to 2.77% in 2003. The result was an increase in the interest rate spread from 3.19% in 2002 to 3.38% in 2003.



Provision for loan losses. The provision for loan losses was $325,000 for the six month period ended June 30, 2003 as compared to $90,000 for the
same period in 2002. During 2003, gross loans receivable increased $71.0 million. The acquisition of Hometown accounted for $65.4 million of that increase. The allowance for loan losses related to the acquired loans amounted to $1.1 million as of
the acquisition date. However, the consistent application of managements allowance methodology resulted in an increase in the provision for loan losses due to the higher levels of nonperforming loans as compared to the prior year and the
general weakening of economic conditions.



Provisions for loan
losses are charges to earnings to maintain the total allowance for loan losses at a level considered reasonable by management to provide for probable known and inherent loan 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 the 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.



The methodology used in determining the allowance for loan losses includes segmenting the loan portfolio by identifying risk
characteristics common to groups of loans, determining and measuring impairment of individual loans based on the present value of expected future cash flows or the fair value of collateral, and determining and measuring impairment for groups of
loans with similar characteristics by applying loss factors that consider the qualitative factors which may effect the loss rates.



12



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##### Table of Contents

PART IITEM 2



MANAGEMENTS DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

FIRST CAPITAL, INC. AND SUBSIDIARIES



The allowance for loan losses was $2.4 million at June 30, 2003 compared to $1.2 million at December 31, 2002. As previously discussed, Hometowns
allowance for loan losses was $1.1 million at the date of acquisition. Management has deemed these amounts as adequate on those dates based on its best estimate of probable known and inherent loan losses. At June 30, 2003, nonperforming loans
amounted to $4.0 million compared to $1.3 million at December 31, 2002. Loans acquired in the Hometown acquisition accounted for $2.3 million of the $4.0 million. Nonperforming loans at June 30, 2003 include $1.5 million in nonaccrual loans loans
over 90 days past due, but still accruing interest, including nonresidential mortgages of $1.2 million, residential mortgages of $700,000, commercial loans of $500,000 and consumer loans of $150,000. These loans are still accruing interest as the
collateral and collection efforts are deemed sufficient to ensure full recovery.



Noninterest income for the six month periods ended June 30, 2003 and 2002. Noninterest income increased 34.8% to $1.1 million for the six months ended June 30, 2003 compared to $819,000 for the six months ended
June 30, 2002. Service charges on deposits increased $190,000, from $658,000 in 2002 to $848,000 in 2003, primarily due to an increase in the number of savings and checking accounts from 16,000 at June 30, 2002 to 21,800 at June 30, 2003. The Bank
also recognized gains of $51,000 on the sale of securities during the first quarter of 2003. The Bank had a large amount of securities due to mature in the same time frame so a portion of these securities were sold to reduce the interest rate risk.
No securities were sold during the same period in 2002.



Noninterest income for the three month periods ended June 30, 2003 and 2002.Noninterest income increased 40.7% to $595,000 for the three months ended June 30, 2003 compared to $423,000 for the same period in 2002. Again, this is
primarily attributable to an increase in service charges on deposit accounts, which were $478,000 during the quarter ended June 30, 2003 and $347,000 during the same period in 2002. Also contributing to the positive trend was an increase of $29,000
in commission income, primarily attributable to commissions recognized by agents of First Harrison Financial Services, a subsidiary of the Bank.



Noninterest expense for the six month periods ended June 30, 2003 and 2002. Noninterest expense increased by $917,000, or 28.1%, for the six month
period ended June 30, 2003 compared to the six months ended June 30, 2002. Increases in compensation and benefits, data processing fees and other operating expenses fueled this increase.



Compensation and benefits increased by $455,000 when making comparisons between the first six months of 2003 and 2002. The
primary factor behind this increase is the addition of staff due to the Hometown acquisition and the opening of the new Jeffersonville, Indiana branch office in May of 2003. At June 30, 2002, the Bank had 102 full-time equivalent employees compared
to 138 at June 30, 2003.



Data processing fees increased
$232,000 when comparing the six months ended June 30, 2003 to the same period in 2002, primarily due to the conversion of the Hometown accounts to the Banks computer system and the additional depreciation on the new equipment to serve the
three additional offices. Other operating expenses were $230,000 higher for the fist six months of 2003 compared to 2002. An increase of $116,000 in advertising expenses is the primary factor as the Bank adopted a more aggressive marketing campaign
to target the new areas and incurred the costs associated with the grand opening of the Jeffersonville office.



13



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##### Table of Contents

PART IITEM 2



MANAGEMENTS DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

FIRST CAPITAL, INC. AND SUBSIDIARIES



Noninterest expense for the three month periods ended June 30, 2003 and 2002. Noninterest expense increased 35.8% to $2.3 million for the quarter
ended June 30, 2003 compared to $1.7 million for the same period in 2002. Costs associated with compensation and benefits due to the addition of staff were the primary factor, increasing by $308,000 when comparing the two periods. Other operating
expenses accounted for $159,000 of the increase, with advertising expenses increasing $74,000.



Income tax expense. Income tax expense for the six month period ended June 30, 2003 was $907,000, compared to $840,000 for the same period in 2002. The effective tax rate decreased from 34.9% in 2002 to 34.5%
in 2003. Income tax expense for the three month period ended June 30, 2003 was $541,000, compared to $428,000 for the same quarter in 2002. The effective tax rate for the three month period in 2003 was 35.1%, compared to 35.6% in 2002.



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 June 30, 2003, the Bank had cash and interest-bearing deposits with banks of $14.3 million and securities available-for-sale with a fair value of $73.3 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 Office of Thrift Supervision (OTS) requirements. As of June 30, 2003, 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 9.0%, 9.0% and 14.8%, respectively. The regulatory requirements at that date were 1.5%, 3.0% and 8.0%, respectively.



14



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##### Table of Contents

PART IITEM 3



QUANTITATIVE
AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

FIRST CAPITAL, INC. AND SUBSIDIARIES



Qualitative Aspects of Market Risk. The Banks principal financial objective is to achieve long-term profitability while reducing its exposure to fluctuating market interest rates. The Bank has sought to
reduce the exposure of its earnings to changes in market interest rates by attempting to manage the mismatch between asset and liability maturities and interest rates. In order to reduce the exposure to interest rate fluctuations, the Bank has
developed strategies to manage its liquidity, shorten its effective maturities of certain interest-earning assets and decrease the interest rate sensitivity of its asset base. Management has sought to decrease the average maturity of its assets by
emphasizing the origination of short-term commercial and consumer loans, all of which are retained by the Bank for its portfolio. The Bank relies on retail deposits as its primary source of funds. Management believes retail deposits, compared to
brokered deposits, reduce the effects of interest rate fluctuations because they generally represent a more stable source of funds.



Quantitative Aspects of Market Risk. The Bank does not maintain a trading account for any class of financial instrument nor does the Bank engage in
hedging activities or purchase high-risk derivative instruments. Furthermore, the Bank is not subject to foreign currency exchange rate risk or commodity price risk.



The Bank uses interest rate sensitivity analysis to measure its interest rate risk by computing changes in NPV (net
portfolio value) of its cash flows from assets, liabilities and off-balance sheet items in the event of a range of assumed changes in market interest rates. NPV represents the market value of portfolio equity and is equal to the market value of
assets minus the market value of liabilities, with adjustments made for off-balance sheet items. This analysis assesses the risk of loss in market risk sensitive instruments in the event of a sudden and sustained 100 to 300 basis point increase or
decrease in market interest rates with no effect given to any steps that management might take to counter the effect of that interest rate movement. Using data compiled by the OTS, the Bank receives a report that measures interest rate risk by
modeling the change in NPV (net portfolio value) over a variety of interest rate scenarios. This procedure for measuring interest rate risk was developed by the OTS to replace the gap analysis (the difference between interest-earning
assets and interest-bearing liabilities that mature or reprice within a specific time period).



The following tables are provided by the OTS and set forth the change in the Banks NPV at December 31, 2002 and March 31, 2003, based on OTS assumptions that would occur in the event of an immediate change in
interest rates, with no effect given to any steps that management might take to counteract that change. Due to the level of market interest rates over these time periods, the tables provide information for only a sustained 100 basis point decrease
in market interest rates. Given the timing of the release of this information by the OTS, information as of June 30, 2003, is unavailable for inclusion in this report.



15



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##### Table of Contents

PART IITEM 3



QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

FIRST CAPITAL, INC. AND SUBSIDIARIES



|               |  | At December 31, 2002   |       
|-------------- |  | ---------------------- | ------
|               |  | Net Portfolio Value    |       
|ChangeIn Rates |  | DollarAmount           |       
|               |  |                        |       
|               |  | (Dollars in thousands) |       
|300bp          |  | $                      | 32,637
|200bp          |  |                        | 36,565
|100bp          |  |                        | 39,685
|  bp          |  |                        | 40,269
|(100)bp        |  |                        | 38,533
|               | 
|               |  | At March 31, 2003      |       
|               |  | Net Portfolio Value    |       
|ChangeIn Rates |  | DollarAmount           |       
|               |  |                        |       
|               |  | (Dollars in thousands) |       
|300bp          |  | $                      | 34,730
|200bp          |  |                        | 38,768
|100bp          |  |                        | 42,039
|  bp          |  |                        | 43,162
|(100)bp        |  |                        | 41,376



The preceding tables
indicate that in the event of a sudden and sustained increase or decrease in prevailing market interest rates, the Banks NPV would be expected to decrease. The expected decrease in the Banks NPV is primarily attributable to the
relatively high percentage of fixed-rate loans in the Banks loan portfolio. At June 30, 2003, approximately 75% of the loan portfolio consisted of fixed-rate loans.



Certain assumptions utilized by the OTS in assessing the interest rate risk of savings associations within its region were
utilized in preparing the preceding table. These assumptions relate to interest rates, loan prepayment rates, deposit decay rates, and the market values of certain assets under differing interest rate scenarios, among others.



As with any method of measuring interest rate risk, certain shortcomings are
inherent in the method of analysis presented in the foregoing table. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates.
Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Additionally, certain assets, such as
adjustable-rate mortgage loans, have features that restrict changes in interest rates on a short-term basis and over the life of the asset. Further, in the event of a change in interest rates, expected rates of prepayments on loans and early
withdrawals from certificates of deposit could deviate significantly from those assumed in calculating the table.



16



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##### Table of Contents

PART IITEM 4



CONTROLS AND
PROCEDURES

FIRST CAPITAL, INC. AND SUBSIDIARIES



(a) Evaluation of Disclosure Controls and Procedures: An evaluation of the Companys disclosure controls and
procedures (as defined on Section 13(a)  14(c) of the Securities and Exchange Act of 1934 (the Act)) was carried out under the supervision and with the participation of the Companys Chief Executive Officer, Chief Financial
Officer and several other members of the Companys senior management within the 90-day period preceding the filing date of this quarterly report. The Companys Chief Executive Officer and Chief Financial Officer concluded that the
Companys disclosure controls and procedures as currently in effect are effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Act is (i) accumulated and communicated to
the Companys management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms.



(b) Changes in Internal Controls: In the quarter ended
June 30, 2003, the Company did not make any significant changes in, nor take any corrective actions regarding, its internal controls or other factors that could significantly affect these controls.



17



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##### Table of Contents

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 23, 2003. There were 2,554,123 shares entitled to vote at the time of the annual
meeting. Holders of 1,994,467 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:
| | -- |  | ----------------------------------------------------



|Name                   |  | VoteFor   |  | VoteWithheld |  | Term toExpire
|---------------------- |  | --------- |  | ------------ |  | -------------
|John W. Buschemeyer    |  | 1,931,314 |  | 63,153       |  | 2006         
|Kenneth R. Saulman     |  | 1,945,791 |  | 48,676       |  | 2006         
|Kathryn W. Ernstberger |  | 1,910,613 |  | 83,854       |  | 2006         



The
terms of directors James S. Burden, James E. Nett, Mark D. Shireman, Michael L. Shireman, Samuel E. Uhl, J. Gordon Pendleton, Gerald L. Uhl, Dennis L. Huber and William W. Harrod continued after the annual meeting.



| | 2. |  | The appointment of Monroe Shine & Co., Inc. as auditors for the Company for the fiscal year ending December 31, 2003 was ratified by stockholders by the following vote:
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



For 1,966,288; Against 9,014;
Abstain 19,165



18



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##### Table of Contents

PART II



OTHER INFORMATION

FIRST CAPITAL,
INC.



|Item 5. |  | Other Information
|------- |  | -----------------



Not applicable.



|Item 6. |  | Exhibits and Reports on Form 8-K
|------- |  | --------------------------------



|(a) |  | Exhibits
|--- |  | --------



|     | 
|---- | 
|3.1  | 
|     | 
|3.2  | 
|     | 
|11.0 | 
|     | 
|31.1 | 
|     | 
|31.2 | 
|     | 
|32.1 | 
|     | 
|32.2 | 



|(b) |  | Reports on Form 8-K
|--- |  | -------------------



On May 6, 2003, the Company filed Form 8-K to announce the earnings for the quarter ended March 31, 2003.



On June 2, 2003, the Company filed Form 8-K/A to amend the Form 8-K filed on
March 25, 2003 to include the financial statements of Hometown Bancshares, Inc. and pro forma financial information in connection with the acquisition of Hometown Bancshares, Inc.



19



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##### Table of Contents

SIGNATURES



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



|                      |  | FIRST CAPITAL, INC.
|--------------------- |  | -------------------
|                      |  | (Registrant)       
|                      |  |                    
|Dated August 14, 2003 |  | BY:                
|                      |  |                    
|                      |  |                    
|                      |  |                    
|Dated August 14, 2003 |  | BY:                
|                      |  |                    
|                      |  |                    



20