FORM 8-A

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

                    PURSUANT TO SECTION 12(b) OR (g) OF THE

                        SECURITIES EXCHANGE ACT OF 1934

                           Foundation Bancorp, Inc.
            (Exact name of registrant as specified in its charter)

         Ohio                                      31-1465239
- ------------------------                ------------------------------------
(State of incorporation)                (I.R.S. Employer Identification No.)


                   25 Garfield Place Cincinnati, Ohio 45202
             ----------------------------------------------------
             (Address of principal executive offices) (Zip Code)

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

        Title of each class               Name of each exchange on which
        to be so registered               each class is to be registered

               None                                    None
             --------                                --------

If this Form relates to the  registration of a class of debt securities and is
effective upon filing pursuant to General Instruction  A.(c)(1),  please check
the following box. _____

If this Form relates to the  registration of a class of debt securities and is
to become  effective  simultaneously  with the  effectiveness  of a concurrent
registration  statement  under the  Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. _____

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

                          Common shares, no par value
                               (Title of Class)




                INFORMATION REQUIRED IN REGISTRATION STATEMENT



Item 1.           Description of Registrant's Securities to be Registered.

     The information with respect to the Common Shares of Foundation  Bancorp,
Inc. (the "Registrant")  contained in the Prospectus of the Registrant,  which
is  a  part  of  the  Registrant's   Pre-Effective  Amendment  No.  1  to  the
Registration  Statement  on Form S-1 filed with the  Securities  and  Exchange
Commission  on August 2, 1996,  under the heading  "DESCRIPTION  OF AUTHORIZED
SHARES"  and  under  the  headings   cross   referenced  in  such  section  is
incorporated herein by reference.


Item 2.     Exhibits.
            ---------

            1     Form of certificate of common shares of Foundation Bancorp,
                  Inc.

            2(a)  Articles of Incorporation of Foundation Bancorp, Inc.

            2(b)  Certificate of Amendment to the Articles of Incorporation
                  of Foundation Bancorp, Inc., dated August 20, 1996

            2(c)  Code of Regulations of Foundation Bancorp, Inc.







                                   SIGNATURE



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


                                        FOUNDATION BANCORP, INC.
                                        ------------------------
                                              (Registrant)



Date:  August 30, 1996                  By:  Laird L. Lazelle
                                             President






                           FOUNDATION BANCORP, INC.
                      REGISTRATION STATEMENT ON FORM 8-A

                               INDEX TO EXHIBITS
                               -----------------

       EXHIBIT
         NO.                         EXHIBIT
       -------                       -------


          1           Form of certificate of common shares
                      of  Foundation Bancorp, Inc.

        2(a)          Articles of Incorporation of
                      Foundation Bancorp, Inc.
                      (Incorporated herein by reference to
                      the Registration Statement on Form
                      S-1, filed with the Securities and
                      Exchange Commission on June 14, 1996
                      (the "Registration Statement on Form
                      S-1"), Exhibit 3.1)

        2(b)          Certificate of Amendment to the
                      Articles of Incorporation of
                      Foundation Bancorp, Inc.

        2(c)          Code of Regulations of Foundation
                      Bancorp, Inc. (Incorporated herein by
                      reference to the Registration
                      Statement on Form S-1, Exhibit 3.2)