FIRST CAPITAL INC — Director's Dealing 2004

May 12, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIRST CAPITAL INC ((FCAP))
CIK: 0001070296
Period of Report: 2004-05-11

Reporting Person: PENDLETON JAMES G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-05-11	Common Stock	S	300	$23.50	Disposed	4700.0000	Indirect
2004-05-12	Common Stock	S	409	$23.50	Disposed	4291.0000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	17695.4290	Direct
Common Stock	1230.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$11.00	2010-02-14	Common Stock (3500)	3500	Direct

Footnotes

F1: Since the reporting person's last report 2,460 shares previously held through Stock Award have vested and are now owned directly.

F2: Stock Awards granted pursuant to the First Capital, Inc. 1999 Stock-Based Incentive Plan will fully vest on January 12, 2005.

F3: Options will become fully vested and exercisable on February 14, 2005.