SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

DOSLAND MICHAEL W

(Last)

(First)

(Middle)

1708 JENNIFER COURT

(Street)

ONALASKA

54650

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST FEDERAL CAPITAL CORP [ FTFC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP - CFO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
FTFC COMMON STOCK							33,088	D
FTFC COMMON STOCK	12/31/2003		J⁽¹⁾	313	A	$0	14,500	I	401(k), SELF
FTFC COMMON STOCK	12/31/2003		J⁽²⁾	34	A	$0	1,456	I	401(k), WIFE
FTFC COMMON STOCK	12/31/2003		J⁽³⁾	545	A	$0	11,804	I	ESOP, SELF
FTFC COMMON STOCK	12/31/2003		J⁽⁴⁾	87	A	$0	3,439	I	ESOP, WIFE

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
INCENTIVE STOCK OPTIONS	$14						04/20/2002	04/20/2009	FTFC COMMON STOCK	0		7,100	D
COMPENSATORY STOCK OPTIONS	$14						⁽⁵⁾	04/20/2009	FTFC COMMON STOCK	0		2,900	D
COMPENSATORY STOCK OPTIONS	$14.06						04/24/2002	04/24/2011	FTFC COMMON STOCK	0		6,600	D
INCENTIVE STOCK OPTIONS	$14.06						⁽⁶⁾	04/24/2011	FTFC COMMON STOCK	0		13,200	D
INCENTIVE STOCK OPTIONS	$14.75						⁽⁷⁾	01/27/2008	FTFC COMMON STOCK	0		6,000	D

Explanation of Responses:

1. Between January 1, 2003 and December 31, 2003 the reporting person acquired 313 shares of FTFC Common Stock under the company sponsored 401(k).

2. Between January 1, 2003 and December 31, 2003 the reporting persons wife acquired 34 shares of FTFC Common Stock under the company sponsored 401(k).

3. Between January 1, 2003 and December 31, 2003 the reporting person acquired 545 shares of FTFC Common Stock under the company sponsored ESOP.

4. Between January 1, 2003 and December 31, 2003 the reporting persons wife acquired 87 shares of FTFC Common Stock under the company sponsored ESOP.

5. Exerciseable in installments: 967 shares 04/20/2002; 967 shares 04/20/2001; and 966 shares 04/20/2002.

6. Exerciseable in installments: 6,600 shares 04/24/2003 and 6,600 shares 04/24/2004.

7. Exerciseable in installments: 3,333 shares 01/27/1999; 3,333 shares 01/27/2000; and 3,334 shares 01/27/2001.

Remarks:

	MICHAEL W DOSLAND	01/16/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.