FIRST CAPITAL INC — Director's Dealing 2004

Jun 30, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIRST CAPITAL INC ((FCAP))
CIK: 0001070296
Period of Report: 2004-06-21

Reporting Person: THOMAS DENNIS (Senior Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-06-21	Stock Option (right-to-buy)	$23.0000	A	2000	Acquired	2014-06-21	Common Stock (2000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3012.0000	Direct
Common Stock	519.7320	Indirect
Common Stock	332.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Incentive Stock Option (right to buy)	$9.4200	2008-01-01	Common Stock (388)	388	Direct
Incentive Stock Option (right to buy)	$12.6500	2009-03-14	Common Stock (775)	775	Direct
Incentive Stock Option (right to buy)	$11.0000	2010-02-14	Common Stock (3000)	3000	Direct

Footnotes

F1: Since the reporting person's last report 222 shares previously held through Stock Award have vested and are now owned directly.

F2: This form reflects increases in beneficial ownership resulting from exempt acquisitions under an ESOP pursuant to Rule 16b-3(c).

F3: Stock Awards granted pursuant to the First Capital, Inc. 1999 Stock-Based Incentive Plan will vest inf ive equal annual installments commencing on February 15, 2003.

F4: Stock Options granted pursuant to the First Capital, Inc. 1999 Stock-Based Incentive Plan vest in five annual installments commencing on June 21, 2004.

F5: Options were granted on January 12, 2000 and vest ratably over five years.

F6: Options will become fully vested and exercisable on February 14, 2005.