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. DIRECTORS' STOCK PURCHASE 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
        registered             registered (1)          price per share              offering price (2)        registration fee (3)
------------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                          <C>                   <C>                          <C>                           <C>
       Common Stock,
      $0.01 par value              100,000               $ 13.48                      $ 1,348,000                   $ -0-
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Represents the total number of shares of common stock, par value $0.01 per
      share  ("Common  Stock"),  available for issuance  under the  Jacksonville
      Bancorp,  Inc.,  Directors'  Stock Purchase Plan (the "Plan")  pursuant to
      grants under the Plan.  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 $109.05.  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>

                                     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 6. Indemnification of Directors and Officers.
--------------------------------------------------

Our Articles of  Incorporation  (the  "Articles")  and our Bylaws (the "Bylaws")
require the  indemnification of our directors and officers to the fullest extent
permitted by Florida law.  This  requirement  benefits any person who is made or
threatened  to be made a party  to any  proceeding  by  reason  of the  person's
services as our director,  officer, employee, or agent. A director's right to be
indemnified  also includes the right to be paid by us for any expenses  incurred
in any  proceeding  in  advance  of  its  final  disposition  if we  receive  an
undertaking,  by or on behalf of such director or officer,  to repay all amounts
so advanced if it should be determined  ultimately that such director or officer
is not entitled to be  indemnified.  The Articles  further provide that if we do
not pay a claim for indemnification in full within 90 days after a written claim
has been  received by us, the claimant may, at any time  thereafter,  bring suit
against us to recover the unpaid amount of the claim and, if successful in whole
or in part,  the  claimant  shall  also be  entitled  to be paid the  expense of
prosecuting  such claim.  The Articles provide that it shall be a defense to any
such  action  (other  than an action  brought  to  enforce a claim for  expenses
incurred in defending any proceeding in advance of its final  disposition  where
the required undertaking, if any, has been tendered to us) that the claimant has
not met the applicable  standards of conduct under Florida law claimed,  but the
burden of proving such defense shall be on us.

Neither  our  failure  (including  our  board,  independent  legal  counsel,  or
stockholders)   to  determine  before  the  commencement  of  such  action  that
indemnification  of the claimant is proper,  nor an actual  determination  by us
that the claimant has not met such  applicable  standard of conduct,  shall be a
defense  to the action or create a  presumption  that  claimant  has not met the
applicable standard of conduct.  The rights to indemnification  conferred on any
individual by the Articles  shall not be exclusive of any other right which such
individual may have to  indemnification  by statute,  the Articles,  the Bylaws,
agreement, vote of stockholders or disinterested directors or otherwise.

Subsection 1 of Section  607.0850 of the Florida  Business  Corporation Act (the
"FBCA")  empowers a corporation to indemnify any person who was or is a party to
any proceeding  (other than an action by, or in the right of, the  corporation),
by reason of the fact that he is or was a director,  officer,  employee or agent
of the corporation,  or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise,  against  liability  incurred in connection
with such  proceeding  (including any appeal  thereof) if he acted in good faith
and in a manner he  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.


                                      II-1
<PAGE>

Subsection 2 of Section 607.0850 of the FBCA empowers a corporation to indemnify
any  person  who was or is a party to any  proceeding  by or in the right of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person  acted in any of the  capacities  set forth in the  preceding  paragraph,
against  expenses and amounts paid in settlement not exceeding,  in the judgment
of the board of directors,  the estimated  expenses of litigating the proceeding
to conclusion,  actually and reasonably  incurred in connection with the defense
or settlement of such proceeding,  including  appeals,  provided that the person
acted under the  standards  set forth in the preceding  paragraph.  However,  no
indemnification  should be made for any claim,  issue or matter as to which such
person is adjudged to be liable  unless,  and only to the extent that, the court
in  which  such  proceeding  was  brought,  or  any  other  court  of  competent
jurisdiction, shall determine upon application that, despite the adjudication of
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly and  reasonably  entitled to indemnity for such expenses  which the court
deems proper.

Subsection  3 of  Section  607.0850  of the FBCA  provides  that to the extent a
director  or  officer  of a  corporation  has been  successful  on the merits or
otherwise in defense of any  proceeding  referred to in  subsection 1 or 2 or in
the  defense  of any claim,  issue or matter  therein,  he shall be  indemnified
against  expenses  actually  and  reasonably   incurred  by  him  in  connection
therewith.

Subsection 4 of Section  607.0850 of the FBCA provides that any  indemnification
under  subsection  1 or 2 unless  determined  by a  court,  shall be made by the
corporation  only as authorized in the specific case upon a  determination  that
indemnification  of the  director  or  officer  is proper  in the  circumstances
because he has met the applicable  standard of conduct set forth in subsection 1
or 2. Such determination shall be made:

      (a) by the board of directors by a majority vote of a quorum consisting of
      directors who were not parties to such proceeding;

      (b) if  such a  quorum  is not  obtainable,  or,  even if  obtainable,  by
      majority vote of a committee duly designated by the board of directors (in
      which directors who are parties may participate)  consisting solely of two
      or more directors not at the time parties to the proceeding;

      (c) by independent  legal counsel:  (1) selected by the board of directors
      as prescribed in paragraph (a) or the committee  selected as prescribed in
      paragraph  (b); or (2) if no quorum of  directors  can be  obtained  under
      paragraph (a) or no committee can be designated  under paragraph (b), by a
      majority vote of the full board of directors  (in which  directors who are
      parties may participate); or

      (d) by the stockholders by a majority vote of a quorum of stockholders who
      were not parties to such proceedings or, if no quorum is obtainable,  by a
      majority vote of stockholders who were not parties to such proceeding.

Under  subsection  6 of Section  607.0850  of the FBCA,  expenses  incurred by a
director or officer in defending a civil or criminal  proceeding  may be paid by
the corporation in advance of the final  disposition  thereof upon receipt of an
undertaking  by or on behalf of such director or officer to repay such amount if
it is  ultimately  determined  that such  director or officer is not entitled to
indemnification under Section 607.0850 of the FBCA.

Subsection  7 of Section  607.0850 of the FBCA states that  indemnification  and
advancement  of expenses  provided  under  Section  607.0850 of the FBCA are not
exclusive   and  empowers  the   corporation   to  make  any  other  or  further
indemnification or advancement of expenses under any bylaw,  agreement,  vote of
stockholders or disinterested directors or otherwise, for actions in an official
capacity and in other capacities while holding an office. However, a corporation
may not indemnify or advance expenses if a judgment or other final  adjudication
establishes that the actions or omissions to act of the director or officer were
material  to the  adjudicated  cause of  action  and the  director  or  officer:
violated  criminal law,  unless the director or officer had reasonable  cause to
believe his conduct was lawful or had no reasonable cause to believe his conduct
was unlawful; derived an improper personal benefit from a transaction; was or is
a director in a circumstance  where the liability under Section  607.0834 of the
FBCA  (relating  to  unlawful  distributions)  applies;  or  engaged  in willful
misconduct or conscious disregard for the best interests of the corporation in a
proceeding by or in right of the  corporation to procure a judgment in its favor
or in a proceeding by or in right of a stockholder.

Subsection 9 of Section 607.0850 of the FBCA permits any director or officer who
is or was a party to a proceeding to apply for indemnification or advancement of
expenses,  or both,  to any  court  of  competent  jurisdiction  and  lists  the
determinations  the  court  should  make  before  ordering   indemnification  or
advancement of expenses.


                                      II-2
<PAGE>

Subsection 12 of Section  607.0850 of the FBCA permits a corporation to purchase
and maintain  insurance for a director or officer against any liability incurred
in his official  capacity or arising out of his status as such regardless of the
corporation's  power to  indemnify  him against  such  liability  under  Section
607.0850.  Subsection  12  also  allows  a  corporation  to  maintain  liability
insurance  covering  directors and officers.  We may obtain  insurance  policies
insuring our directors and officers  against certain  liabilities  that they may
incur in their  capacity as directors and  officers.  Under such  policies,  the
insurers,  on our  behalf,  may  also pay  amounts  for  which  we have  granted
indemnification to the directors or officers.

Insofar as indemnification  for liabilities arising under the Securities Act may
be  permitted  to our  directors,  officers and  controlling  persons  under the
foregoing provisions,  or otherwise, we have been advised that in the opinion of
the Securities and Exchange  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 us of expenses  incurred  or paid by our  directors,  officers or
controlling persons 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,  we will, unless in the opinion of our counsel
the  matter  has been  settled by  controlling  precedent,  submit to a court of
appropriate  jurisdiction  the question  whether such  indemnification  by us is
against public policy as expressed in the  Securities  Act, and will be governed
by the final adjudication of such issue.

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

4     Jacksonville  Bancorp,  Inc., Directors' Stock Purchase Plan (incorporated
      by reference to Appendix A of the Registrant's Proxy Statement filed April
      10, 2003).

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.

24    Power of Attorney  (included in the Signature Page contained in Part II of
      the Registration Statement below).

Item 9. Undertakings.
---------------------

We hereby undertake:

(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 (the "Securities Act");

      (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  or in the
            aggregate,  represent a fundamental change in the information 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  under 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; and

      (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 (i) and (ii) do not
            apply if the  Registration  Statement is on Form S-3 or Form S-8 and
            the  information   required  to  be  included  in  a  post-effective
            amendment is  incorporated by reference from reports filed under the
            Securities Exchange Act of 1934.

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

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


                                      II-3
<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

POWER OF ATTORNEY:  KNOW ALL THESE PERSONS BY THESE  PRESENTS,  that each person
whose signature  appears below  constitutes and appoints Gilbert J. Pomar,  III,
and/or  Cheryl  L.  Whalen,  as  his   attorney-in-fact,   with  full  power  of
substitution  for him in any and all capacities,  to sign any and all amendments
to this Registration Statement,  and to file the same, with exhibits thereto and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  hereby ratifying and confirming all that each said attorney-in-fact
or his substitute or  substitutes,  may do or cause to be done by virtue hereof.
Under the requirements of the Securities Act of 1933, this Form S-8 Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.


                                      II-4
<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.


                                      II-5
<PAGE>

                           JACKSONVILLE BANCORP, INC.

                          INDEX TO EXHIBITS FILED WITH
                         FORM S-8 REGISTRATION STATEMENT

4     Jacksonville  Bancorp,  Inc., Directors' Stock Purchase Plan (incorporated
      by reference to Appendix A of the Registrant's Proxy Statement filed April
      10, 2003).

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.

24    Power of Attorney  (included in the Signature Page contained in Part II of
      the Registration Statement).
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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": "333-108330", "film-number": "03871835"}, "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. DIRECTORS' STOCK PURCHASE 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
        registered             registered (1)          price per share              offering price (2)        registration fee (3)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock,
      $0.01 par value              100,000               $ 13.48                      $ 1,348,000                   $ -0-
------------------------------------------------------------------------------------------------------------------------------------
(1)   Represents the total number of shares of common stock, par value $0.01 per
      share  ("Common  Stock"),  available for issuance  under the  Jacksonville
      Bancorp,  Inc.,  Directors'  Stock Purchase Plan (the "Plan")  pursuant to
      grants under the Plan.  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 $109.05.  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.
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 6. Indemnification of Directors and Officers.
--------------------------------------------------

Our Articles of  Incorporation  (the  "Articles")  and our Bylaws (the "Bylaws")
require the  indemnification of our directors and officers to the fullest extent
permitted by Florida law.  This  requirement  benefits any person who is made or
threatened  to be made a party  to any  proceeding  by  reason  of the  person's
services as our director,  officer, employee, or agent. A director's right to be
indemnified  also includes the right to be paid by us for any expenses  incurred
in any  proceeding  in  advance  of  its  final  disposition  if we  receive  an
undertaking,  by or on behalf of such director or officer,  to repay all amounts
so advanced if it should be determined  ultimately that such director or officer
is not entitled to be  indemnified.  The Articles  further provide that if we do
not pay a claim for indemnification in full within 90 days after a written claim
has been  received by us, the claimant may, at any time  thereafter,  bring suit
against us to recover the unpaid amount of the claim and, if successful in whole
or in part,  the  claimant  shall  also be  entitled  to be paid the  expense of
prosecuting  such claim.  The Articles provide that it shall be a defense to any
such  action  (other  than an action  brought  to  enforce a claim for  expenses
incurred in defending any proceeding in advance of its final  disposition  where
the required undertaking, if any, has been tendered to us) that the claimant has
not met the applicable  standards of conduct under Florida law claimed,  but the
burden of proving such defense shall be on us.

Neither  our  failure  (including  our  board,  independent  legal  counsel,  or
stockholders)   to  determine  before  the  commencement  of  such  action  that
indemnification  of the claimant is proper,  nor an actual  determination  by us
that the claimant has not met such  applicable  standard of conduct,  shall be a
defense  to the action or create a  presumption  that  claimant  has not met the
applicable standard of conduct.  The rights to indemnification  conferred on any
individual by the Articles  shall not be exclusive of any other right which such
individual may have to  indemnification  by statute,  the Articles,  the Bylaws,
agreement, vote of stockholders or disinterested directors or otherwise.

Subsection 1 of Section  607.0850 of the Florida  Business  Corporation Act (the
"FBCA")  empowers a corporation to indemnify any person who was or is a party to
any proceeding  (other than an action by, or in the right of, the  corporation),
by reason of the fact that he is or was a director,  officer,  employee or agent
of the corporation,  or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise,  against  liability  incurred in connection
with such  proceeding  (including any appeal  thereof) if he acted in good faith
and in a manner he  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.

                                      II-1
Subsection 2 of Section 607.0850 of the FBCA empowers a corporation to indemnify
any  person  who was or is a party to any  proceeding  by or in the right of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person  acted in any of the  capacities  set forth in the  preceding  paragraph,
against  expenses and amounts paid in settlement not exceeding,  in the judgment
of the board of directors,  the estimated  expenses of litigating the proceeding
to conclusion,  actually and reasonably  incurred in connection with the defense
or settlement of such proceeding,  including  appeals,  provided that the person
acted under the  standards  set forth in the preceding  paragraph.  However,  no
indemnification  should be made for any claim,  issue or matter as to which such
person is adjudged to be liable  unless,  and only to the extent that, the court
in  which  such  proceeding  was  brought,  or  any  other  court  of  competent
jurisdiction, shall determine upon application that, despite the adjudication of
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly and  reasonably  entitled to indemnity for such expenses  which the court
deems proper.

Subsection  3 of  Section  607.0850  of the FBCA  provides  that to the extent a
director  or  officer  of a  corporation  has been  successful  on the merits or
otherwise in defense of any  proceeding  referred to in  subsection 1 or 2 or in
the  defense  of any claim,  issue or matter  therein,  he shall be  indemnified
against  expenses  actually  and  reasonably   incurred  by  him  in  connection
therewith.

Subsection 4 of Section  607.0850 of the FBCA provides that any  indemnification
under  subsection  1 or 2 unless  determined  by a  court,  shall be made by the
corporation  only as authorized in the specific case upon a  determination  that
indemnification  of the  director  or  officer  is proper  in the  circumstances
because he has met the applicable  standard of conduct set forth in subsection 1
or 2. Such determination shall be made:

      (a) by the board of directors by a majority vote of a quorum consisting of
      directors who were not parties to such proceeding;

      (b) if  such a  quorum  is not  obtainable,  or,  even if  obtainable,  by
      majority vote of a committee duly designated by the board of directors (in
      which directors who are parties may participate)  consisting solely of two
      or more directors not at the time parties to the proceeding;

      (c) by independent  legal counsel:  (1) selected by the board of directors
      as prescribed in paragraph (a) or the committee  selected as prescribed in
      paragraph  (b); or (2) if no quorum of  directors  can be  obtained  under
      paragraph (a) or no committee can be designated  under paragraph (b), by a
      majority vote of the full board of directors  (in which  directors who are
      parties may participate); or

      (d) by the stockholders by a majority vote of a quorum of stockholders who
      were not parties to such proceedings or, if no quorum is obtainable,  by a
      majority vote of stockholders who were not parties to such proceeding.

Under  subsection  6 of Section  607.0850  of the FBCA,  expenses  incurred by a
director or officer in defending a civil or criminal  proceeding  may be paid by
the corporation in advance of the final  disposition  thereof upon receipt of an
undertaking  by or on behalf of such director or officer to repay such amount if
it is  ultimately  determined  that such  director or officer is not entitled to
indemnification under Section 607.0850 of the FBCA.

Subsection  7 of Section  607.0850 of the FBCA states that  indemnification  and
advancement  of expenses  provided  under  Section  607.0850 of the FBCA are not
exclusive   and  empowers  the   corporation   to  make  any  other  or  further
indemnification or advancement of expenses under any bylaw,  agreement,  vote of
stockholders or disinterested directors or otherwise, for actions in an official
capacity and in other capacities while holding an office. However, a corporation
may not indemnify or advance expenses if a judgment or other final  adjudication
establishes that the actions or omissions to act of the director or officer were
material  to the  adjudicated  cause of  action  and the  director  or  officer:
violated  criminal law,  unless the director or officer had reasonable  cause to
believe his conduct was lawful or had no reasonable cause to believe his conduct
was unlawful; derived an improper personal benefit from a transaction; was or is
a director in a circumstance  where the liability under Section  607.0834 of the
FBCA  (relating  to  unlawful  distributions)  applies;  or  engaged  in willful
misconduct or conscious disregard for the best interests of the corporation in a
proceeding by or in right of the  corporation to procure a judgment in its favor
or in a proceeding by or in right of a stockholder.

Subsection 9 of Section 607.0850 of the FBCA permits any director or officer who
is or was a party to a proceeding to apply for indemnification or advancement of
expenses,  or both,  to any  court  of  competent  jurisdiction  and  lists  the
determinations  the  court  should  make  before  ordering   indemnification  or
advancement of expenses.

                                      II-2
Subsection 12 of Section  607.0850 of the FBCA permits a corporation to purchase
and maintain  insurance for a director or officer against any liability incurred
in his official  capacity or arising out of his status as such regardless of the
corporation's  power to  indemnify  him against  such  liability  under  Section
607.0850.  Subsection  12  also  allows  a  corporation  to  maintain  liability
insurance  covering  directors and officers.  We may obtain  insurance  policies
insuring our directors and officers  against certain  liabilities  that they may
incur in their  capacity as directors and  officers.  Under such  policies,  the
insurers,  on our  behalf,  may  also pay  amounts  for  which  we have  granted
indemnification to the directors or officers.

Insofar as indemnification  for liabilities arising under the Securities Act may
be  permitted  to our  directors,  officers and  controlling  persons  under the
foregoing provisions,  or otherwise, we have been advised that in the opinion of
the Securities and Exchange  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 us of expenses  incurred  or paid by our  directors,  officers or
controlling persons 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,  we will, unless in the opinion of our counsel
the  matter  has been  settled by  controlling  precedent,  submit to a court of
appropriate  jurisdiction  the question  whether such  indemnification  by us is
against public policy as expressed in the  Securities  Act, and will be governed
by the final adjudication of such issue.

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

4     Jacksonville  Bancorp,  Inc., Directors' Stock Purchase Plan (incorporated
      by reference to Appendix A of the Registrant's Proxy Statement filed April
      10, 2003).

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.

24    Power of Attorney  (included in the Signature Page contained in Part II of
      the Registration Statement below).

Item 9. Undertakings.
---------------------

We hereby undertake:

(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 (the "Securities Act");

      (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  or in the
            aggregate,  represent a fundamental change in the information 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  under 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; and

      (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 (i) and (ii) do not
            apply if the  Registration  Statement is on Form S-3 or Form S-8 and
            the  information   required  to  be  included  in  a  post-effective
            amendment is  incorporated by reference from reports filed under the
            Securities Exchange Act of 1934.

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

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

                                      II-3
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

POWER OF ATTORNEY:  KNOW ALL THESE PERSONS BY THESE  PRESENTS,  that each person
whose signature  appears below  constitutes and appoints Gilbert J. Pomar,  III,
and/or  Cheryl  L.  Whalen,  as  his   attorney-in-fact,   with  full  power  of
substitution  for him in any and all capacities,  to sign any and all amendments
to this Registration Statement,  and to file the same, with exhibits thereto and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  hereby ratifying and confirming all that each said attorney-in-fact
or his substitute or  substitutes,  may do or cause to be done by virtue hereof.
Under the requirements of the Securities Act of 1933, this Form S-8 Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

                                      II-4
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.

                                      II-5
JACKSONVILLE BANCORP, INC.

                          INDEX TO EXHIBITS FILED WITH
                         FORM S-8 REGISTRATION STATEMENT

4     Jacksonville  Bancorp,  Inc., Directors' Stock Purchase Plan (incorporated
      by reference to Appendix A of the Registrant's Proxy Statement filed April
      10, 2003).

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.

24    Power of Attorney  (included in the Signature Page contained in Part II of
      the Registration Statement).