EXHIBIT 23.2

 CONSENT OF BREYER & AGUGGIA LLP AS TO ITS FORM OF FEDERAL INCOME TAX OPINION

 
                                                                    Exhibit 23.2

                                        1300 I Street, N.W.
                                        Suite 470 East
                                        Washington, D.C. 20005
                                        Telephone (202) 737-7900
Breyer & Aguggia                        Facsimile (202) 737-7979

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                              September 16, 1998



Board of Directors
First Capital, Inc.
220 Federal Drive, N.W.
Corydon, Indiana  47112

     RE:  First Capital, Inc.
          Registration Statement on Form SB-2

To the Board of Directors:

     We hereby consent to the filing of the form of our federal income tax
opinion as an exhibit to the Registration Statement and to the reference to us
in the Prospectus included therein under the headings "THE CONVERSION -- Effects
of Conversion on Depositors and Borrowers of the Bank" and "LEGAL AND TAX
OPINIONS."

                Sincerely,

                /s/ Breyer & Aguggia LLP

                BREYER & AGUGGIA LLP


Washington, D.C.