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

                                   ----------

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

                                   ----------

                           JACKSONVILLE BANCORP, INC.
             (Exact name of registrant as specified in its Charter)

             FLORIDA                                             59-3472981
  (State or other jurisdiction                                  (IRS Employer
of incorporation or organization)                            Identification No.)

76 S. LAURA STREET, SUITE 104, JACKSONVILLE, FLORIDA                     32202
      (Address of principal executive offices)                        (Zip Code)

                                   ----------

                  JACKSONVILLE BANCORP, INC. STOCK OPTION PLAN
                            (Full title of the plan)

                                   ----------

          GILBERT J. POMAR, III, PRESIDENT AND CHIEF EXECUTIVE OFFICER
           76 S. LAURA STREET, SUITE 104, JACKSONVILLE, FLORIDA 32202
                     (Name and address of agent for service)

                                 (904) 421-3040
          (Telephone number, including area code, of agent for service)

                                   ----------

              COPIES TO: HALCYON E. SKINNER, ESQ., MCGUIREWOODS LLP
         50 NORTH LAURA STREET, SUITE 3300, JACKSONVILLE, FLORIDA 32202

                                   ----------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Title of securities to be      Amount to be       Proposed maximum offering    Proposed maximum aggregate    Amount of registration
        registered            registered (1)           price per share             offering price (2)               fee (3)
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                     <C>                         <C>                          <C>
      Common Stock,
     $0.01 par value              67,500                  $ 13.48                     $ 909,900                    $ -0-
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Represents  the total number of  additional  shares of common  stock,  par
      value $0.01 per share ("Common  Stock"),  available for issuance under the
      Jacksonville Bancorp, Inc., Stock Option Plan (the "Plan") pursuant to the
      exercise of stock options. This Registration  Statement also includes such
      indeterminate  number  of  additional  shares  of  Common  Stock as may be
      issuable  as a  result  of  stock  splits,  stock  dividends,  or  similar
      transactions, as described in the Plan.

(2)   This  calculation  is made  solely  for the  purpose  of  determining  the
      registration  fee which,  pursuant to the  provisions  of Rules 457(c) and
      457(h) under the  Securities  Act, is based on the average of the high and
      low market prices on August 26, 2003.

(3)   The fee is being offset in its entirety pursuant to the provisions of Rule
      457(p). The dollar amount of the filing fee previously paid that is offset
      against  the  currently  due filing fee is $73.61.  Jacksonville  Bancorp,
      Inc., (the "Registrant"),  filed the earlier  registration  statement from
      which the filing fee is offset with an initial  filing  date of  September
      30, 1998.  The file number  assigned to that  registration  statement  was
      333-64815.


<PAGE>

                                EXPLANATORY NOTE

This  Registration  Statement on Form S-8 registers 67,500  additional shares of
the same class of  securities  for which a  Registration  Statement  on Form S-8
relative to the  Jacksonville  Bancorp,  Inc.,  Stock Option Plan is  effective.
Accordingly,  pursuant  to General  Instruction  E to Form S-8,  the  Registrant
hereby incorporates by reference the contents of such Registration  Statement on
Form S-8  (Registration  No.  333-90609)  filed on November 9, 1999,  and hereby
deems such contents to be a part hereof, except as otherwise updated or modified
by this Registration Statement.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.
--------------------------------------------------------

The following  documents  filed by the  Registrant  (referred to herein as "we",
"us", and "our") with the Securities  and Exchange  Commission are  incorporated
herein by reference:

(a)   Our Annual Report on Form 10-KSB for the year ended December 31, 2002;

(b)   Our  Quarterly  Reports on Form  10-QSB for the  quarters  ended March 31,
      2003, and June 30, 2003; and

(c)   The description of Common Stock contained in our Registration Statement on
      Form 8-A, filed under the  Securities  Exchange Act of 1934 (the "Exchange
      Act") on February 19, 1999,  including  any  amendment or report filed for
      the purpose of updating such description.

All reports and other  documents  filed by us after the date hereof  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a  post-effective  amendment which indicates that all securities  offered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated  herein by reference and to be part hereof from the
date of filing of such reports and documents  (such  documents and the documents
enumerated above,  being hereinafter  referred to as "Incorporated  Documents").
Any statement contained herein, or in an Incorporated Document,  shall be deemed
to be modified or superseded for purposes  hereof to the extent that a statement
contained  herein  or in any  other  subsequently  filed  Incorporated  Document
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part hereof.

Item 8.  Exhibits.
------------------

4.1   Jacksonville Bancorp, Inc., Amendment No. 1 to the Stock Option Plan.

4.2   Jacksonville  Bancorp,  Inc., Stock Option Plan (incorporated by reference
      to the  Registration  Statement  on Form S-8,  Commission  No.  333-90609,
      effective as of November 9, 1999.)

5     Opinion of McGuireWoods LLP, counsel for Jacksonville Bancorp, Inc., as to
      the legality of shares being registered.

23.1  Consent of McGuireWoods LLP (included in Exhibit 5).

23.2  Consent of Hacker, Johnson & Smith, P.A.


<PAGE>

                                   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 of the
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, on August 28, 2003.

                        JACKSONVILLE BANCORP, INC.

                        By: /s/ Gilbert J. Pomar, III
                            -------------------------------------
                            Gilbert J. Pomar, III
                            President and Chief Executive Officer

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

                        By: /s/ Gilbert J. Pomar, III
                            -------------------------------------
                            Gilbert J. Pomar, III
                            President and Chief Executive Officer
                            Date:  August 28, 2003

                        By: /s/ Cheryl L. Whalen
                            -------------------------------------
                            Cheryl L. Whalen
                            Executive Vice President and Chief Financial Officer
                            Date:  August 28, 2003


<PAGE>

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

     SIGNATURE                       TITLE                             DATE
     ---------                       -----                             ----

/s/ D. Michael Carter             Director                      August 28, 2003
---------------------------
D. Michael Carter, C.P.A.

/s/ Melvin Gottlieb               Director                      August 28, 2003
---------------------------
Melvin Gottlieb

/s/ James M. Healey               Director                      August 28, 2003
---------------------------
James M. Healey

/s/ John C. Kowkabany             Director                      August 28, 2003
---------------------------
John C. Kowkabany

/s/ Rudolph A. Kraft              Director                      August 28, 2003
---------------------------
Rudolph A. Kraft

/s/ R. C. Mills                   Director                      August 28, 2003
---------------------------
R. C. Mills

/s/ Gilbert J. Pomar, III         Director                      August 28, 2003
---------------------------
Gilbert J. Pomar, III

/s/ Donald E. Roller              Chairman of the Board         August 28, 2003
---------------------------
Donald E. Roller

/s/ John W. Rose                  Director                      August 28, 2003
---------------------------
John W. Rose

/s/ John R. Schultz               Director                      August 28, 2003
---------------------------
John R. Schultz

/s/ Price W. Schwenck             Director                      August 28, 2003
---------------------------
Price W. Schwenck

/s/ Charles F. Spencer            Director                      August 28, 2003
---------------------------
Charles F. Spencer

/s/ Bennett A. Tavar              Director                      August 28, 2003
---------------------------
Bennett A. Tavar

/s/ Gary L. Winfield              Director                      August 28, 2003
---------------------------
Gary L. Winfield, M.D.


<PAGE>

                           JACKSONVILLE BANCORP, INC.

                          INDEX TO EXHIBITS FILED WITH
                         FORM S-8 REGISTRATION STATEMENT

4.1   Jacksonville Bancorp, Inc., Amendment No. 1 to the Stock Option Plan.

4.2   Jacksonville  Bancorp,  Inc., Stock Option Plan (incorporated by reference
      to the  Registration  Statement  on Form S-8,  Commission  No.  333-90609,
      effective as of November 9, 1999.)

5     Opinion of McGuireWoods LLP, counsel for Jacksonville Bancorp, Inc., as to
      the legality of shares being registered.

23.1  Consent of McGuireWoods LLP (included in Exhibit 5).

23.2  Consent of Hacker, Johnson & Smith, P.A.
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{"company-data": {"conformed-name": "JACKSONVILLE BANCORP INC /FL/", "cik": "0001071264", "assigned-sic": "6022", "irs-number": "593472981", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-108331", "film-number": "03871846"}, "business-address": {"street1": "PO BOX 40466", "city": "JACKSONVILLE", "state": "FL", "zip": "32203-0466", "phone": "9044213040"}, "mail-address": {"street1": "PO BOX 40466", "city": "JACKSONVILLE", "state": "FL", "zip": "32203-0466"}}
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

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

                                   ----------

                           JACKSONVILLE BANCORP, INC.
             (Exact name of registrant as specified in its Charter)

             FLORIDA                                             59-3472981
  (State or other jurisdiction                                  (IRS Employer
of incorporation or organization)                            Identification No.)

76 S. LAURA STREET, SUITE 104, JACKSONVILLE, FLORIDA                     32202
      (Address of principal executive offices)                        (Zip Code)

                                   ----------

                  JACKSONVILLE BANCORP, INC. STOCK OPTION PLAN
                            (Full title of the plan)

                                   ----------

          GILBERT J. POMAR, III, PRESIDENT AND CHIEF EXECUTIVE OFFICER
           76 S. LAURA STREET, SUITE 104, JACKSONVILLE, FLORIDA 32202
                     (Name and address of agent for service)

                                 (904) 421-3040
          (Telephone number, including area code, of agent for service)

                                   ----------

              COPIES TO: HALCYON E. SKINNER, ESQ., MCGUIREWOODS LLP
         50 NORTH LAURA STREET, SUITE 3300, JACKSONVILLE, FLORIDA 32202

                                   ----------

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
Title of securities to be      Amount to be       Proposed maximum offering    Proposed maximum aggregate    Amount of registration
        registered            registered (1)           price per share             offering price (2)               fee (3)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock,
     $0.01 par value              67,500                  $ 13.48                     $ 909,900                    $ -0-
------------------------------------------------------------------------------------------------------------------------------------
(1)   Represents  the total number of  additional  shares of common  stock,  par
      value $0.01 per share ("Common  Stock"),  available for issuance under the
      Jacksonville Bancorp, Inc., Stock Option Plan (the "Plan") pursuant to the
      exercise of stock options. This Registration  Statement also includes such
      indeterminate  number  of  additional  shares  of  Common  Stock as may be
      issuable  as a  result  of  stock  splits,  stock  dividends,  or  similar
      transactions, as described in the Plan.

(2)   This  calculation  is made  solely  for the  purpose  of  determining  the
      registration  fee which,  pursuant to the  provisions  of Rules 457(c) and
      457(h) under the  Securities  Act, is based on the average of the high and
      low market prices on August 26, 2003.

(3)   The fee is being offset in its entirety pursuant to the provisions of Rule
      457(p). The dollar amount of the filing fee previously paid that is offset
      against  the  currently  due filing fee is $73.61.  Jacksonville  Bancorp,
      Inc., (the "Registrant"),  filed the earlier  registration  statement from
      which the filing fee is offset with an initial  filing  date of  September
      30, 1998.  The file number  assigned to that  registration  statement  was
      333-64815.
EXPLANATORY NOTE

This  Registration  Statement on Form S-8 registers 67,500  additional shares of
the same class of  securities  for which a  Registration  Statement  on Form S-8
relative to the  Jacksonville  Bancorp,  Inc.,  Stock Option Plan is  effective.
Accordingly,  pursuant  to General  Instruction  E to Form S-8,  the  Registrant
hereby incorporates by reference the contents of such Registration  Statement on
Form S-8  (Registration  No.  333-90609)  filed on November 9, 1999,  and hereby
deems such contents to be a part hereof, except as otherwise updated or modified
by this Registration Statement.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.
--------------------------------------------------------

The following  documents  filed by the  Registrant  (referred to herein as "we",
"us", and "our") with the Securities  and Exchange  Commission are  incorporated
herein by reference:

(a)   Our Annual Report on Form 10-KSB for the year ended December 31, 2002;

(b)   Our  Quarterly  Reports on Form  10-QSB for the  quarters  ended March 31,
      2003, and June 30, 2003; and

(c)   The description of Common Stock contained in our Registration Statement on
      Form 8-A, filed under the  Securities  Exchange Act of 1934 (the "Exchange
      Act") on February 19, 1999,  including  any  amendment or report filed for
      the purpose of updating such description.

All reports and other  documents  filed by us after the date hereof  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a  post-effective  amendment which indicates that all securities  offered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated  herein by reference and to be part hereof from the
date of filing of such reports and documents  (such  documents and the documents
enumerated above,  being hereinafter  referred to as "Incorporated  Documents").
Any statement contained herein, or in an Incorporated Document,  shall be deemed
to be modified or superseded for purposes  hereof to the extent that a statement
contained  herein  or in any  other  subsequently  filed  Incorporated  Document
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part hereof.

Item 8.  Exhibits.
------------------

4.1   Jacksonville Bancorp, Inc., Amendment No. 1 to the Stock Option Plan.

4.2   Jacksonville  Bancorp,  Inc., Stock Option Plan (incorporated by reference
      to the  Registration  Statement  on Form S-8,  Commission  No.  333-90609,
      effective as of November 9, 1999.)

5     Opinion of McGuireWoods LLP, counsel for Jacksonville Bancorp, Inc., as to
      the legality of shares being registered.

23.1  Consent of McGuireWoods LLP (included in Exhibit 5).

23.2  Consent of Hacker, Johnson & Smith, P.A.
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 of the
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, on August 28, 2003.

                        JACKSONVILLE BANCORP, INC.

                        By: /s/ Gilbert J. Pomar, III
                            -------------------------------------
                            Gilbert J. Pomar, III
                            President and Chief Executive Officer

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

                        By: /s/ Gilbert J. Pomar, III
                            -------------------------------------
                            Gilbert J. Pomar, III
                            President and Chief Executive Officer
                            Date:  August 28, 2003

                        By: /s/ Cheryl L. Whalen
                            -------------------------------------
                            Cheryl L. Whalen
                            Executive Vice President and Chief Financial Officer
                            Date:  August 28, 2003
Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

     SIGNATURE                       TITLE                             DATE
     ---------                       -----                             ----

/s/ D. Michael Carter             Director                      August 28, 2003
---------------------------
D. Michael Carter, C.P.A.

/s/ Melvin Gottlieb               Director                      August 28, 2003
---------------------------
Melvin Gottlieb

/s/ James M. Healey               Director                      August 28, 2003
---------------------------
James M. Healey

/s/ John C. Kowkabany             Director                      August 28, 2003
---------------------------
John C. Kowkabany

/s/ Rudolph A. Kraft              Director                      August 28, 2003
---------------------------
Rudolph A. Kraft

/s/ R. C. Mills                   Director                      August 28, 2003
---------------------------
R. C. Mills

/s/ Gilbert J. Pomar, III         Director                      August 28, 2003
---------------------------
Gilbert J. Pomar, III

/s/ Donald E. Roller              Chairman of the Board         August 28, 2003
---------------------------
Donald E. Roller

/s/ John W. Rose                  Director                      August 28, 2003
---------------------------
John W. Rose

/s/ John R. Schultz               Director                      August 28, 2003
---------------------------
John R. Schultz

/s/ Price W. Schwenck             Director                      August 28, 2003
---------------------------
Price W. Schwenck

/s/ Charles F. Spencer            Director                      August 28, 2003
---------------------------
Charles F. Spencer

/s/ Bennett A. Tavar              Director                      August 28, 2003
---------------------------
Bennett A. Tavar

/s/ Gary L. Winfield              Director                      August 28, 2003
---------------------------
Gary L. Winfield, M.D.
JACKSONVILLE BANCORP, INC.

                          INDEX TO EXHIBITS FILED WITH
                         FORM S-8 REGISTRATION STATEMENT

4.1   Jacksonville Bancorp, Inc., Amendment No. 1 to the Stock Option Plan.

4.2   Jacksonville  Bancorp,  Inc., Stock Option Plan (incorporated by reference
      to the  Registration  Statement  on Form S-8,  Commission  No.  333-90609,
      effective as of November 9, 1999.)

5     Opinion of McGuireWoods LLP, counsel for Jacksonville Bancorp, Inc., as to
      the legality of shares being registered.

23.1  Consent of McGuireWoods LLP (included in Exhibit 5).

23.2  Consent of Hacker, Johnson & Smith, P.A.