---------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

        Florida                                             59-3472981
 (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                       Identification No.)

                              10325 San Jose Blvd.
                           Jacksonville, Florida 32257
               (Address of Principal Executive Offices) (Zip Code)

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

                                Price W. Schwenck
                             Chief Executive Officer
                              10325 San Jose Blvd.
                           Jacksonville, Florida 32257
                                 (904) 288-8933
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
======================================================================================================
Title of securities           Amount to be                  Proposed maximum        Amount of
to be registered              registered (1)                aggregate offering      registration fee
                                                            price (2)
======================================================================================================
<S>                           <C>                           <C>                     <C>
Common Stock,                 152,599                       $1,525,990              $424.22
$0.01 par value
======================================================================================================
</TABLE>


<PAGE>


(1)      The  number  of  shares of  common  stock,  par  value  $0.01 per share
         ("Common  Stock"),  stated above  consists of the  aggregate  number of
         shares which may be sold upon the  exercise of options  which have been
         granted and/or may hereafter be granted under the Jacksonville Bancorp,
         Inc. Stock Option Plan (the "Plan"). The maximum number of shares which
         may be sold upon the  exercise of such options  granted  under the Plan
         is  subject to adjustment in accordance with certain  anti-dilution and
         other provisions of the Plan.  Accordingly,  pursuant to Rule 416 under
         the Securities  Act of 1933, as amended (the  "Securities  Act"),  this
         Registration  Statement  covers,  in  addition  to the number of shares
         stated above, an indeterminate number of shares which may be subject to
         grant  or  otherwise   issuable   after  the   operation  of  any  such
         anti-dilution and other provisions.

(2)      This  calculation  is made  solely for the purpose of  determining  the
         registration  fee pursuant to the  provisions  of Rule 457(h) under the
         Securities Act. All shares of Common Stock issuable under the Plan have
         been granted under options with an exercise price of $10.00 per share.

                                EXPLANATORY NOTE

         As permitted  by the rules of the  Securities  and Exchange  Commission
(the  "Commission"),  the  information  specified by Part I of Form S-8 has been
omitted from this Registration  Statement on Form S-8 for offers of Common Stock
pursuant to the Plan.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         The following documents filed by the Registrant with the Commission are
incorporated herein by reference:

         (a) The  Registrant's  Annual  Report on Form 10-KSB for the year ended
December 31, 1998, as filed with the Commission on August 27, 1999.

         (b) (i) The  Registrant's  Quarterly  Report  on  Form  10-QSB  for the
quarter ended March 31, 1999, as filed with the Commission on September 1, 1999.

                  (ii) The Registrant's  Quarterly Report on Form 10-QSB for the
quarter ended June 30, 1999, as filed with the Commission on August 13, 1999.

         (c) The description of the Common Stock of the Registrant  contained in
the Registrant's  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 the Registrant  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
deemed to be incorporated by reference  herein 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 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Articles of  Incorporation  (the  "Articles") and the Bylaws of the
Registrant require the  indemnification of directors and officers to the fullest
extent  permitted by Florida law. This right  benefits any person who is made or
threatened  to be made a party to any  proceeding  by  reason of the fact of the
person's services as a director, officer, employee or agent of the Registrant or
service  as a  director,  officer,  employee  or agent  with  another  entity at
Registrant's  request.  A director's  right to be indemnified  also includes the
right to be paid by the Registrant  for any expenses  incurred in any proceeding
in advance of its final  disposition if the Registrant  receives 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 a claim for indemnification is not
paid in full by the Registrant within ninety (90) days after a written claim has
been received,  the claimant may at any time  thereafter  bring suit against the
Registrant to recover the unpaid amount of the claim and, if successful in whole
or in part,  the  claimant  shall be  entitled  to be paid also 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 the Registrant) 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 the  Registrant.
Neither  the  failure  of the  Registrant  (including  its  Board of  Directors,
independent  legal  counsel,  or its  shareholders)  to  determine  prior to the
commencement of such action that  indemnification of the claimant is proper, nor
an actual  determination  by the  Registrant  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,  bylaws,  agreement,  vote of
shareholders  or  disinterested  directors  or  otherwise.  The  Bylaws  contain
provisions substantially similar to those in the Articles.

         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.

         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)
of Section 607.0850 of the FBCA 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) of Section  607.0850 of the FBCA,
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) of Section
607.0850 of the FBCA. Such determination shall be made:

         (a)      by the  board  of  directors  by a  majority  vote of a quorum
                  consisting  of  directors   whom  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  shareholders  by  a  majority  vote  of a  quorum  of
                  shareholders  who were not parties to such  proceedings or, if
                  no quorum is  obtainable,  by a majority vote of  shareholders
                  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 shareholders or disinterested directors or otherwise,  for actions in an
official  capacity and in other capacities while holding an office.  However,  a
corporation  cannot  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 (a) 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,  (b) derived an  improper  personal  benefit  from a
transaction,  (c) was or is a director  in a  circumstance  where the  liability
under Section 607.0834 of the FBCA (relating to unlawful distributions) applies,
or (d)  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
shareholder.

         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.

         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.

         Section  607.0850(12)  of the FBCA  allows a  corporation  to  maintain
liability insurance covering directors and officers.

         The Registrant may obtain insurance policies insuring the directors and
officers of the Registrant  against certain  liabilities  that they may incur in
their capacity as directors and officers.  Under such policies, the insurers, on
behalf of the  Registrant,  may also pay  amounts for which the  Registrant  has
granted indemnification to the directors or officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         (4.2)    Articles of Incorporation (incorporated herein by reference to
                  Exhibit 3.1 to  Registrant's  Registration  Statement  on Form
                  SB-2, as amended).

         (4.3)    By-Laws  (incorporated  herein by  reference to Exhibit 3.2 to
                  Registrant's Registration Statement on Form SB-2, as amended).

         (5)      Opinion  of  McGuire,  Woods,  Battle &  Boothe  LLP as to the
                  legality of shares being registered.

         (23.1)   Consent of McGuire,  Woods,  Battle & Boothe LLP  (included in
                  opinion of counsel filed as Exhibit 5).

         (23.2)   Consent of Hacker, Johnson, Cohen & Grieb, P.A.

         (24)     Power of Attorney to file future  amendments (set forth on the
                  signature page of this Registration Statement).

         (99.1)   Stock Option Plan.

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  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; 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 (a)(1)(i) and (a)(1)(ii) do
not apply if the  Registration  Statement is on Form S-3,  Form S-8 or Form F-3,
and 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 Section  15(d) of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, 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 of 1933, each filing
         of the Registrant's  annual report pursuant to Section 13(a) or Section
         15(d) of the Securities  Exchange Act of 1934 that is  incorporated  by
         reference in this  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 of 1933 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
         Securities  and Exchange  Commission  such  indemnification  is against
         public policy as expressed in the 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 Act
         and will be governed by the final adjudication of such issue.


<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,  and the State of Florida, on November
2, 1999.


                                            JACKSONVILLE BANCORP, INC.



                                            By: /s/ Gilbert J. Pomar, III
                                                -------------------------
                                                Gilbert J. Pomar, III
                                                President


         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/ Price W. Schwenck
                                                -------------------------
                                                Price W. Schwenck
                                                Chief Executive Officer

                                                Date: November 2, 1999

                                            By: /s/ Cheryl L. Whalen
                                            ------------------------
                                                Cheryl L. Whalen
                                                Chief Financial Officer
                                                (also Principal Accounting
                                                Officer)
                                                Date: November 2, 1999

         Each person whose  signature  appears  below  constitutes  and appoints
Gilbert J. Pomar,  III and Cheryl L. Whalen,  and each of them,  his or her true
and lawful  attorney-in-fact  and agent,  with full  power of  substitution  and
resubstitution in each of them, for him and in his name, place and stead, and in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 of Jacksonville Bancorp.,
Inc.,  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 or about the
premises, as full to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said  attorney-in-fact and agent or any
of his substitute or  substitutes  may lawfully do or cause to be done by virtue
hereof.

         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.

<TABLE>
<CAPTION>

Signature                                                Title                          Date
---------                                                -----                          ----


<S>                                                      <C>                            <C>
   /s/ D. Michael Carter                                 Director                       October 27, 1999
-------------------------------------------
D. Michael Carter, CPA

  /s/ Mel Gottlieb                                       Director                       October 27, 1999
-------------------------------------------
Mel Gottlieb

  /s/ James M. Healy                                     Director                       October 27, 1999
------------------------------------------
James M. Healy

  /s/ John C. Kowkabany                                  Director                       October 27, 1999
--------------------------------------
John C. Kowkabany

  /s/ Rudolph A. Kraft                                   Director                       October 27, 1999
-----------------------------------------
Rudolph A. Kraft

  /s/ R.C. Mills                                         Director                       October 27, 1999
-------------------------------------------
R.C. Mills

  /s/ Donald E. Roller                                   Director                       October 27, 1999
-----------------------------------------
Donald E. Roller

  /s/ John W. Rose                                       Director                       October 27, 1999
------------------------------------------
John W. Rose

  /s/ John R. Schultz                                    Director                       October 27, 1999
------------------------------------------
John R. Schultz

  /s/ Price W. Schwenck                                  Director                       October 27, 1999
-------------------------------------
Price W. Schwenck

  /s/ Charles F. Spencer                                 Director                       October 27, 1999
---------------------------------------
Charles F. Spencer

  /s/ Bennett A. Tavar                                   Director                       October 27, 1999
----------------------------------------
Bennett A. Tavar

  /s/ Gary L. Winfield, M.D.                             Director                       October 27, 1999
------------------------------------
Gary L. Winfield, M.D.
</TABLE>

<PAGE>

                           JACKSONVILLE BANCORP, INC.

                          INDEX TO EXHIBITS FILED WITH
                         FORM S-8 REGISTRATION STATEMENT


(4.2)             Articles of Incorporation (incorporated herein by reference to
                  Exhibit 3.1 to  Registrant's  Registration  Statement  on Form
                  SB-2, as amended).

(4.3)             By-Laws  (incorporated  herein by  reference to Exhibit 3.2 to
                  Registrant's Registration Statement on Form SB-2, as amended).

(5)               Opinion  of  McGuire,  Woods,  Battle &  Boothe  LLP as to the
                  legality of shares being registered.

(23.1)            Consent of McGuire,  Woods,  Battle & Boothe LLP  (included in
                  opinion of counsel filed as Exhibit 5).

(23.2)            Consent of Hacker, Johnson, Cohen & Grieb, P.A.

(24)              Power of Attorney to file future  amendments (set forth on the
                  signature page of this Registration Statement).

(99.1)            Stock Option Plan.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 29353}]
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---------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

        Florida                                             59-3472981
 (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                       Identification No.)

                              10325 San Jose Blvd.
                           Jacksonville, Florida 32257
               (Address of Principal Executive Offices) (Zip Code)

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

                                Price W. Schwenck
                             Chief Executive Officer
                              10325 San Jose Blvd.
                           Jacksonville, Florida 32257
                                 (904) 288-8933
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

           ----------------------------------------------------------
CALCULATION OF REGISTRATION FEE
======================================================================================================
Title of securities           Amount to be                  Proposed maximum        Amount of
to be registered              registered (1)                aggregate offering      registration fee
                                                            price (2)
======================================================================================================
Common Stock,                 152,599                       $1,525,990              $424.22
$0.01 par value
======================================================================================================
(1)      The  number  of  shares of  common  stock,  par  value  $0.01 per share
         ("Common  Stock"),  stated above  consists of the  aggregate  number of
         shares which may be sold upon the  exercise of options  which have been
         granted and/or may hereafter be granted under the Jacksonville Bancorp,
         Inc. Stock Option Plan (the "Plan"). The maximum number of shares which
         may be sold upon the  exercise of such options  granted  under the Plan
         is  subject to adjustment in accordance with certain  anti-dilution and
         other provisions of the Plan.  Accordingly,  pursuant to Rule 416 under
         the Securities  Act of 1933, as amended (the  "Securities  Act"),  this
         Registration  Statement  covers,  in  addition  to the number of shares
         stated above, an indeterminate number of shares which may be subject to
         grant  or  otherwise   issuable   after  the   operation  of  any  such
         anti-dilution and other provisions.

(2)      This  calculation  is made  solely for the purpose of  determining  the
         registration  fee pursuant to the  provisions  of Rule 457(h) under the
         Securities Act. All shares of Common Stock issuable under the Plan have
         been granted under options with an exercise price of $10.00 per share.

                                EXPLANATORY NOTE

         As permitted  by the rules of the  Securities  and Exchange  Commission
(the  "Commission"),  the  information  specified by Part I of Form S-8 has been
omitted from this Registration  Statement on Form S-8 for offers of Common Stock
pursuant to the Plan.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         The following documents filed by the Registrant with the Commission are
incorporated herein by reference:

         (a) The  Registrant's  Annual  Report on Form 10-KSB for the year ended
December 31, 1998, as filed with the Commission on August 27, 1999.

         (b) (i) The  Registrant's  Quarterly  Report  on  Form  10-QSB  for the
quarter ended March 31, 1999, as filed with the Commission on September 1, 1999.

                  (ii) The Registrant's  Quarterly Report on Form 10-QSB for the
quarter ended June 30, 1999, as filed with the Commission on August 13, 1999.

         (c) The description of the Common Stock of the Registrant  contained in
the Registrant's  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 the Registrant  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
deemed to be incorporated by reference  herein 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 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Articles of  Incorporation  (the  "Articles") and the Bylaws of the
Registrant require the  indemnification of directors and officers to the fullest
extent  permitted by Florida law. This right  benefits any person who is made or
threatened  to be made a party to any  proceeding  by  reason of the fact of the
person's services as a director, officer, employee or agent of the Registrant or
service  as a  director,  officer,  employee  or agent  with  another  entity at
Registrant's  request.  A director's  right to be indemnified  also includes the
right to be paid by the Registrant  for any expenses  incurred in any proceeding
in advance of its final  disposition if the Registrant  receives 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 a claim for indemnification is not
paid in full by the Registrant within ninety (90) days after a written claim has
been received,  the claimant may at any time  thereafter  bring suit against the
Registrant to recover the unpaid amount of the claim and, if successful in whole
or in part,  the  claimant  shall be  entitled  to be paid also 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 the Registrant) 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 the  Registrant.
Neither  the  failure  of the  Registrant  (including  its  Board of  Directors,
independent  legal  counsel,  or its  shareholders)  to  determine  prior to the
commencement of such action that  indemnification of the claimant is proper, nor
an actual  determination  by the  Registrant  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,  bylaws,  agreement,  vote of
shareholders  or  disinterested  directors  or  otherwise.  The  Bylaws  contain
provisions substantially similar to those in the Articles.

         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.

         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)
of Section 607.0850 of the FBCA 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) of Section  607.0850 of the FBCA,
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) of Section
607.0850 of the FBCA. Such determination shall be made:

         (a)      by the  board  of  directors  by a  majority  vote of a quorum
                  consisting  of  directors   whom  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  shareholders  by  a  majority  vote  of a  quorum  of
                  shareholders  who were not parties to such  proceedings or, if
                  no quorum is  obtainable,  by a majority vote of  shareholders
                  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 shareholders or disinterested directors or otherwise,  for actions in an
official  capacity and in other capacities while holding an office.  However,  a
corporation  cannot  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 (a) 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,  (b) derived an  improper  personal  benefit  from a
transaction,  (c) was or is a director  in a  circumstance  where the  liability
under Section 607.0834 of the FBCA (relating to unlawful distributions) applies,
or (d)  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
shareholder.

         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.

         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.

         Section  607.0850(12)  of the FBCA  allows a  corporation  to  maintain
liability insurance covering directors and officers.

         The Registrant may obtain insurance policies insuring the directors and
officers of the Registrant  against certain  liabilities  that they may incur in
their capacity as directors and officers.  Under such policies, the insurers, on
behalf of the  Registrant,  may also pay  amounts for which the  Registrant  has
granted indemnification to the directors or officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         (4.2)    Articles of Incorporation (incorporated herein by reference to
                  Exhibit 3.1 to  Registrant's  Registration  Statement  on Form
                  SB-2, as amended).

         (4.3)    By-Laws  (incorporated  herein by  reference to Exhibit 3.2 to
                  Registrant's Registration Statement on Form SB-2, as amended).

         (5)      Opinion  of  McGuire,  Woods,  Battle &  Boothe  LLP as to the
                  legality of shares being registered.

         (23.1)   Consent of McGuire,  Woods,  Battle & Boothe LLP  (included in
                  opinion of counsel filed as Exhibit 5).

         (23.2)   Consent of Hacker, Johnson, Cohen & Grieb, P.A.

         (24)     Power of Attorney to file future  amendments (set forth on the
                  signature page of this Registration Statement).

         (99.1)   Stock Option Plan.

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  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; 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 (a)(1)(i) and (a)(1)(ii) do
not apply if the  Registration  Statement is on Form S-3,  Form S-8 or Form F-3,
and 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 Section  15(d) of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, 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 of 1933, each filing
         of the Registrant's  annual report pursuant to Section 13(a) or Section
         15(d) of the Securities  Exchange Act of 1934 that is  incorporated  by
         reference in this  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 of 1933 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
         Securities  and Exchange  Commission  such  indemnification  is against
         public policy as expressed in the 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 Act
         and will be governed by the final adjudication of such issue.
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,  and the State of Florida, on November
2, 1999.

                                            JACKSONVILLE BANCORP, INC.

                                            By: /s/ Gilbert J. Pomar, III
                                                -------------------------
                                                Gilbert J. Pomar, III
                                                President

         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/ Price W. Schwenck
                                                -------------------------
                                                Price W. Schwenck
                                                Chief Executive Officer

                                                Date: November 2, 1999

                                            By: /s/ Cheryl L. Whalen
                                            ------------------------
                                                Cheryl L. Whalen
                                                Chief Financial Officer
                                                (also Principal Accounting
                                                Officer)
                                                Date: November 2, 1999

         Each person whose  signature  appears  below  constitutes  and appoints
Gilbert J. Pomar,  III and Cheryl L. Whalen,  and each of them,  his or her true
and lawful  attorney-in-fact  and agent,  with full  power of  substitution  and
resubstitution in each of them, for him and in his name, place and stead, and in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 of Jacksonville Bancorp.,
Inc.,  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 or about the
premises, as full to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said  attorney-in-fact and agent or any
of his substitute or  substitutes  may lawfully do or cause to be done by virtue
hereof.

         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                       October 27, 1999
-------------------------------------------
D. Michael Carter, CPA

  /s/ Mel Gottlieb                                       Director                       October 27, 1999
-------------------------------------------
Mel Gottlieb

  /s/ James M. Healy                                     Director                       October 27, 1999
------------------------------------------
James M. Healy

  /s/ John C. Kowkabany                                  Director                       October 27, 1999
--------------------------------------
John C. Kowkabany

  /s/ Rudolph A. Kraft                                   Director                       October 27, 1999
-----------------------------------------
Rudolph A. Kraft

  /s/ R.C. Mills                                         Director                       October 27, 1999
-------------------------------------------
R.C. Mills

  /s/ Donald E. Roller                                   Director                       October 27, 1999
-----------------------------------------
Donald E. Roller

  /s/ John W. Rose                                       Director                       October 27, 1999
------------------------------------------
John W. Rose

  /s/ John R. Schultz                                    Director                       October 27, 1999
------------------------------------------
John R. Schultz

  /s/ Price W. Schwenck                                  Director                       October 27, 1999
-------------------------------------
Price W. Schwenck

  /s/ Charles F. Spencer                                 Director                       October 27, 1999
---------------------------------------
Charles F. Spencer

  /s/ Bennett A. Tavar                                   Director                       October 27, 1999
----------------------------------------
Bennett A. Tavar

  /s/ Gary L. Winfield, M.D.                             Director                       October 27, 1999
------------------------------------
Gary L. Winfield, M.D.
JACKSONVILLE BANCORP, INC.

                          INDEX TO EXHIBITS FILED WITH
                         FORM S-8 REGISTRATION STATEMENT

(4.2)             Articles of Incorporation (incorporated herein by reference to
                  Exhibit 3.1 to  Registrant's  Registration  Statement  on Form
                  SB-2, as amended).

(4.3)             By-Laws  (incorporated  herein by  reference to Exhibit 3.2 to
                  Registrant's Registration Statement on Form SB-2, as amended).

(5)               Opinion  of  McGuire,  Woods,  Battle &  Boothe  LLP as to the
                  legality of shares being registered.

(23.1)            Consent of McGuire,  Woods,  Battle & Boothe LLP  (included in
                  opinion of counsel filed as Exhibit 5).

(23.2)            Consent of Hacker, Johnson, Cohen & Grieb, P.A.

(24)              Power of Attorney to file future  amendments (set forth on the
                  signature page of this Registration Statement).

(99.1)            Stock Option Plan.