<PAGE>   1

   As filed with the Securities and Exchange Commission on September 28, 2001
                                                     Registration No. 333-______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  -------------

                               FLORIDA BANKS, INC.
             (Exact name of registrant as specified in its charter)

               FLORIDA                                     58-2364573
 (State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                      Identification No.)

                                                  T. EDWIN STINSON, JR.
                                                 CHIEF FINANCIAL OFFICER
         5210 BELFORT ROAD                          5210 BELFORT ROAD
              SUITE 310                                 SUITE 310
    JACKSONVILLE, FLORIDA 32256                JACKSONVILLE, FLORIDA 32256
           (904) 332-7770                            (904) 332-7770
   (Address, including zip code,           (Name, address, including zip code,
        and telephone number,                     and telephone number,
including area code, of registrant's             including area code, of
    principal executive offices)                   agent for service)

                                   Copies to:

                             BRADLEY D. HOUSER, ESQ.
                       AKERMAN, SENTERFITT & EIDSON, P.A.
                           ONE SOUTHEAST THIRD AVENUE
                                   SUITE 2800
                              MIAMI, FLORIDA 33131
                                 (305) 374-5600

<TABLE>
<CAPTION>
                                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------
                                                 PROPOSED            PROPOSED
                                                 MAXIMUM             MAXIMUM
TITLE OF SECURITIES          AMOUNT TO BE        OFFERING PRICE      AGGREGATE            AMOUNT OF
TO BE REGISTERED             REGISTERED(1)       PER SHARE(2)        OFFERING PRICE       REGISTRATION FEE(2)
--------------------------------------------------------------------------------------------------------------
<S>                          <C>                 <C>                 <C>                  <C>
Common Stock                 300,000 shares           $5.95             $1,785,000              $447
--------------------------------------------------------------------------------------------------------------
</TABLE>

---------------
(1)      This Registration Statement shall also cover any additional shares of
         Registrant's common stock, par value $.01 per share (the "Common
         Stock"), which become issuable under the Registrant's Amended and
         Restated Incentive Compensation Plan by reason of any stock dividend,
         stock split, recapitalization or other similar transaction effected
         without the receipt of consideration which results in an increase in
         the number of Registrant's outstanding shares of Common Stock.
(2)      Calculated solely for the purpose of this offering under Rule 457(h) of
         the Securities Act of 1933 on the basis of the average of the high and
         low selling prices per share of Registrant's Common Stock on September
         24, 2001, as reported by The Nasdaq National Market.

--------------------------------------------------------------------------------


<PAGE>   2

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents containing the information specified in Part I of this
Registration Statement will be sent or given to all persons who participate in
our Amended and Restated Incentive Compensation Plan, as specified by Rule
428(b)(1) of the Securities Act. These documents are not required to be filed
with the Commission as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities Act. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.


                                       1

<PAGE>   3

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The Securities and Exchange Commission (the "SEC") allows us to
"incorporate by reference" into this prospectus the information contained in the
documents we file with them, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and later
information that we file with the SEC will update and supersede this
information. We are incorporating by reference the documents listed below and
any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended, until all of the securities
covered by this prospectus are sold:

         -        our Annual Report on Form 10-K for the year ended December 31,
                  2000;

         -        our Quarterly Reports on Form 10-Q for the quarters ended
                  March 31, 2001 and June 30, 2001;

         -        our Current Report on Form 8-K filed on July 3, 2001; and

         -        our Registration Statement on Form 8-A, filed July 24, 1998.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         (a)      The Florida Business Corporation Act (the "FBCA") permits a
corporation to indemnify a person who is a party to any proceeding by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was a director, officer, employee or agent of another
entity at the request of the corporation. The indemnification may cover any
liability incurred in connection with such proceeding, including any appeal, if
the person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. However, in connection with actions by or in the right
of the corporation, such indemnification is not permitted if such person has
been adjudged liable to the corporation unless the court determines that, under
all of the circumstances, such person is nonetheless fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.

The FBCA also provides that a director, officer, employee, or agent of a
corporation who has been successful in defense of any proceeding referred to in
the preceding paragraph, or in defense of any claim, issue, or matter therein,
shall be indemnified against expenses incurred in connection with such defense.
Such expenses may be paid in advance of the final disposition of such
proceeding, if the indemnified party provides an undertaking to repay such
advanced amounts if ultimately found not to be entitled to indemnification for
such expenses.


                                       2

<PAGE>   4

The FBCA also permits a corporation to purchase and maintain insurance on behalf
of its directors and officers against any liability that may be asserted
against, or incurred by, such persons in their capacities as directors or
officers of the corporation whether or not the corporation would have the power
to indemnify such persons against such liabilities under the provisions of such
sections.

The FBCA further provides that the statutory provision is not exclusive of any
other right to which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, agreement, vote of shareholders or independent
directors, or otherwise, both as to action in such person's official capacity
and as to action in another capacity while holding such office.

         (b)      Our Articles of Incorporation permit, and our Bylaws provide
for, indemnification of directors, officers, employees and agents to the fullest
extent permitted by law.

         (c)      We maintain directors' and officers' liability insurance
coverage for our directors and officers and those of our subsidiaries and for
certain other executive employees. This coverage insures these persons against
certain losses that may be incurred by them in their respective capacities as
directors, officers or employees, with respect to which they may or may not be
indemnified under the provisions of our Articles of Incorporation or Bylaws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>
Exhibit No.       Exhibits
-----------       --------
<S>               <C>
5.1               Opinion of Akerman, Senterfitt & Eidson, P.A. regarding the legality of the
                  Common Stock being registered.

10.1              Amended and Restated Incentive Compensation Plan.

23.1              Consent of Deloitte & Touche LLP.

23.2              Consent of Akerman, Senterfitt & Eidson, P.A. (included in Exhibit 5.1).

24.1              Power of Attorney of certain directors and officers of Florida Banks, Inc.
                  (set forth on the signature page of this Registration Statement).
</TABLE>

ITEM 9.  UNDERTAKINGS

         (a)  The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually


                                       3

<PAGE>   5

or in the aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration Statement;

                           (iii) To include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act that are incorporated by reference in the
Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                       4

<PAGE>   6

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Jacksonville, State of Florida.


Dated: September 28, 2001              FLORIDA BANKS, INC.



                                       By: /s/ Charles E. Hughes, Jr.
                                          -------------------------------------
                                          Charles E. Hughes, Jr.
                                          President and Chief Executive Officer

                               POWERS OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Charles E. Hughes, Jr. and T. Edwin Stinson, Jr., and either of them, his or her
true and lawful attorney-in-fact and agent with full powers of substitution and
resubstitution, for and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on September 28, 2001 by the following
persons in the capacities indicated.

<TABLE>
<CAPTION>
Signature                                   Title                                        Date
---------                                   -----                                        ----
<S>                                         <C>                                          <C>

/s/ Charles E. Hughes, Jr.                  President, Chief Executive Officer           September 28, 2001
----------------------------                and Director (Principal Executive
Charles E. Hughes, Jr.                      Officer)



/s/ T. Edwin Stinson, Jr.                   Chief Financial Officer, Secretary,          September 28, 2001
----------------------------                Treasurer and Director (Principal
T. Edwin Stinson, Jr.                       Financial and Accounting Officer)



/s/ M. G. Sanchez                           Chairman of the Board                        September 28, 2001
----------------------------
M. G. Sanchez



/s/ T. Stephen Johnson                      Vice-Chairman of the Board                   September 28, 2001
----------------------------
T. Stephen Johnson



/s/ Clay M. Biddinger                       Director                                     September 28, 2001
----------------------------
Clay M. Biddinger
</TABLE>


                                      II-1

<PAGE>   7

<TABLE>
<CAPTION>
Signature                                   Title                                        Date
---------                                   -----                                        ----
<S>                                         <C>                                          <C>

/s/ P. Bruce Culpepper                      Director                                     September 28, 2001
----------------------------
P. Bruce Culpepper



/s/ J. Malcolm Jones, Jr.                   Director                                     September 28, 2001
----------------------------
J. Malcolm Jones, Jr.



/s/ W. Andrew Krusen, Jr.                   Director                                     September 28, 2001
----------------------------
W. Andrew Krusen, Jr.



/s/ Nancy E. LaFoy                          Director                                     September 28, 2001
----------------------------
Nancy E. LaFoy



/s/ Wilford C. Lyon, Jr.                    Director                                     September 28, 2001
----------------------------
Wilford C. Lyon, Jr.



/s/ David McIntosh                          Director                                     September 28, 2001
----------------------------
David McIntosh
</TABLE>


                                      II-2

<PAGE>   8

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number           Description
-------          -----------
<S>              <C>
5.1              Opinion of Akerman, Senterfitt & Eidson, P.A. regarding the legality of the
                 Common Stock being registered.

10.1             Amended and Restated Incentive Compensation Plan.

23.1             Consent of Deloitte & Touche LLP.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "g71908s-8.txt", "description": "FLORIDA BANKS, INC.", "secsgml_size_bytes": 19519}]
{"company-data": {"conformed-name": "FLORIDA BANKS INC", "cik": "0001058802", "assigned-sic": "6021", "irs-number": "582364573", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70442", "film-number": "1748023"}, "business-address": {"street1": "5210 BELFORT ROAD SUITE 310", "city": "JACKSONVILLE", "state": "FL", "zip": "32256", "phone": "9042962329"}, "mail-address": {"street1": "5210 BELFORT ROAD SUITE", "city": "JACKSONVILLE", "state": "FL", "zip": "32256"}}
1

   As filed with the Securities and Exchange Commission on September 28, 2001
                                                     Registration No. 333-______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  -------------

                               FLORIDA BANKS, INC.
             (Exact name of registrant as specified in its charter)

               FLORIDA                                     58-2364573
 (State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                      Identification No.)

                                                  T. EDWIN STINSON, JR.
                                                 CHIEF FINANCIAL OFFICER
         5210 BELFORT ROAD                          5210 BELFORT ROAD
              SUITE 310                                 SUITE 310
    JACKSONVILLE, FLORIDA 32256                JACKSONVILLE, FLORIDA 32256
           (904) 332-7770                            (904) 332-7770
   (Address, including zip code,           (Name, address, including zip code,
        and telephone number,                     and telephone number,
including area code, of registrant's             including area code, of
    principal executive offices)                   agent for service)

                                   Copies to:

                             BRADLEY D. HOUSER, ESQ.
                       AKERMAN, SENTERFITT & EIDSON, P.A.
                           ONE SOUTHEAST THIRD AVENUE
                                   SUITE 2800
                              MIAMI, FLORIDA 33131
                                 (305) 374-5600
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------
                                                 PROPOSED            PROPOSED
                                                 MAXIMUM             MAXIMUM
TITLE OF SECURITIES          AMOUNT TO BE        OFFERING PRICE      AGGREGATE            AMOUNT OF
TO BE REGISTERED             REGISTERED(1)       PER SHARE(2)        OFFERING PRICE       REGISTRATION FEE(2)
--------------------------------------------------------------------------------------------------------------
Common Stock                 300,000 shares           $5.95             $1,785,000              $447
--------------------------------------------------------------------------------------------------------------
---------------
(1)      This Registration Statement shall also cover any additional shares of
         Registrant's common stock, par value $.01 per share (the "Common
         Stock"), which become issuable under the Registrant's Amended and
         Restated Incentive Compensation Plan by reason of any stock dividend,
         stock split, recapitalization or other similar transaction effected
         without the receipt of consideration which results in an increase in
         the number of Registrant's outstanding shares of Common Stock.
(2)      Calculated solely for the purpose of this offering under Rule 457(h) of
         the Securities Act of 1933 on the basis of the average of the high and
         low selling prices per share of Registrant's Common Stock on September
         24, 2001, as reported by The Nasdaq National Market.

--------------------------------------------------------------------------------
2

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents containing the information specified in Part I of this
Registration Statement will be sent or given to all persons who participate in
our Amended and Restated Incentive Compensation Plan, as specified by Rule
428(b)(1) of the Securities Act. These documents are not required to be filed
with the Commission as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities Act. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

                                       1
3

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The Securities and Exchange Commission (the "SEC") allows us to
"incorporate by reference" into this prospectus the information contained in the
documents we file with them, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and later
information that we file with the SEC will update and supersede this
information. We are incorporating by reference the documents listed below and
any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended, until all of the securities
covered by this prospectus are sold:

         -        our Annual Report on Form 10-K for the year ended December 31,
                  2000;

         -        our Quarterly Reports on Form 10-Q for the quarters ended
                  March 31, 2001 and June 30, 2001;

         -        our Current Report on Form 8-K filed on July 3, 2001; and

         -        our Registration Statement on Form 8-A, filed July 24, 1998.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         (a)      The Florida Business Corporation Act (the "FBCA") permits a
corporation to indemnify a person who is a party to any proceeding by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was a director, officer, employee or agent of another
entity at the request of the corporation. The indemnification may cover any
liability incurred in connection with such proceeding, including any appeal, if
the person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. However, in connection with actions by or in the right
of the corporation, such indemnification is not permitted if such person has
been adjudged liable to the corporation unless the court determines that, under
all of the circumstances, such person is nonetheless fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.

The FBCA also provides that a director, officer, employee, or agent of a
corporation who has been successful in defense of any proceeding referred to in
the preceding paragraph, or in defense of any claim, issue, or matter therein,
shall be indemnified against expenses incurred in connection with such defense.
Such expenses may be paid in advance of the final disposition of such
proceeding, if the indemnified party provides an undertaking to repay such
advanced amounts if ultimately found not to be entitled to indemnification for
such expenses.

                                       2
4

The FBCA also permits a corporation to purchase and maintain insurance on behalf
of its directors and officers against any liability that may be asserted
against, or incurred by, such persons in their capacities as directors or
officers of the corporation whether or not the corporation would have the power
to indemnify such persons against such liabilities under the provisions of such
sections.

The FBCA further provides that the statutory provision is not exclusive of any
other right to which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, agreement, vote of shareholders or independent
directors, or otherwise, both as to action in such person's official capacity
and as to action in another capacity while holding such office.

         (b)      Our Articles of Incorporation permit, and our Bylaws provide
for, indemnification of directors, officers, employees and agents to the fullest
extent permitted by law.

         (c)      We maintain directors' and officers' liability insurance
coverage for our directors and officers and those of our subsidiaries and for
certain other executive employees. This coverage insures these persons against
certain losses that may be incurred by them in their respective capacities as
directors, officers or employees, with respect to which they may or may not be
indemnified under the provisions of our Articles of Incorporation or Bylaws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS
Exhibit No.       Exhibits
-----------       --------
5.1               Opinion of Akerman, Senterfitt & Eidson, P.A. regarding the legality of the
                  Common Stock being registered.

10.1              Amended and Restated Incentive Compensation Plan.

23.1              Consent of Deloitte & Touche LLP.

23.2              Consent of Akerman, Senterfitt & Eidson, P.A. (included in Exhibit 5.1).

24.1              Power of Attorney of certain directors and officers of Florida Banks, Inc.
                  (set forth on the signature page of this Registration Statement).
ITEM 9.  UNDERTAKINGS

         (a)  The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually

                                       3
5

or in the aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration Statement;

                           (iii) To include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act that are incorporated by reference in the
Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       4
6

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Jacksonville, State of Florida.

Dated: September 28, 2001              FLORIDA BANKS, INC.

                                       By: /s/ Charles E. Hughes, Jr.
                                          -------------------------------------
                                          Charles E. Hughes, Jr.
                                          President and Chief Executive Officer

                               POWERS OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Charles E. Hughes, Jr. and T. Edwin Stinson, Jr., and either of them, his or her
true and lawful attorney-in-fact and agent with full powers of substitution and
resubstitution, for and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on September 28, 2001 by the following
persons in the capacities indicated.
Signature                                   Title                                        Date
---------                                   -----                                        ----
/s/ Charles E. Hughes, Jr.                  President, Chief Executive Officer           September 28, 2001
----------------------------                and Director (Principal Executive
Charles E. Hughes, Jr.                      Officer)

/s/ T. Edwin Stinson, Jr.                   Chief Financial Officer, Secretary,          September 28, 2001
----------------------------                Treasurer and Director (Principal
T. Edwin Stinson, Jr.                       Financial and Accounting Officer)

/s/ M. G. Sanchez                           Chairman of the Board                        September 28, 2001
----------------------------
M. G. Sanchez

/s/ T. Stephen Johnson                      Vice-Chairman of the Board                   September 28, 2001
----------------------------
T. Stephen Johnson

/s/ Clay M. Biddinger                       Director                                     September 28, 2001
----------------------------
Clay M. Biddinger
II-1
7
Signature                                   Title                                        Date
---------                                   -----                                        ----
/s/ P. Bruce Culpepper                      Director                                     September 28, 2001
----------------------------
P. Bruce Culpepper

/s/ J. Malcolm Jones, Jr.                   Director                                     September 28, 2001
----------------------------
J. Malcolm Jones, Jr.

/s/ W. Andrew Krusen, Jr.                   Director                                     September 28, 2001
----------------------------
W. Andrew Krusen, Jr.

/s/ Nancy E. LaFoy                          Director                                     September 28, 2001
----------------------------
Nancy E. LaFoy

/s/ Wilford C. Lyon, Jr.                    Director                                     September 28, 2001
----------------------------
Wilford C. Lyon, Jr.

/s/ David McIntosh                          Director                                     September 28, 2001
----------------------------
David McIntosh
II-2
8

                                  EXHIBIT INDEX
Exhibit
Number           Description
-------          -----------
5.1              Opinion of Akerman, Senterfitt & Eidson, P.A. regarding the legality of the
                 Common Stock being registered.

10.1             Amended and Restated Incentive Compensation Plan.

23.1             Consent of Deloitte & Touche LLP.