<PAGE>

                                                    Registration No. 333-_____
                                                    Filed December 17, 1996


                          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 Articles of Incorporation)


                 Delaware                               75-2632718             
        (State of incorporation)            (IRS Employer Identification No.)


                              Commerce and Neches Streets
                              Jacksonville, Texas  75766                  
             (Address of principal executive offices, including zip code)


                               1994 STOCK INCENTIVE PLAN
                           1994 DIRECTORS' STOCK OPTION PLAN
                                 1996 STOCK OPTION PLAN              
                              (Full Titles of the Plans)


                                          Copies to:
                                          John P. Soukenik, Esq.
Jerry M. Chancellor                       Kenneth B. Tabach, Esq.
President                                 Elias, Matz, Tiernan & Herrick L.L.P.
Jacksonville Bancorp, Inc.                734 15th Street, N.W.
Commerce and Neches Streets               Washington, D.C.
Jacksonville, Texas 75766                 (202) 347-0300
(903) 586-9861                                   
(Name, address, and telephone number
 of agent for service)


                                  Page 1 of 41 pages
                       Index to Exhibits is located on page 6. 

<PAGE>

                           CALCULATION OF REGISTRATION FEE 

<TABLE>
<CAPTION>


 Title of                                Proposed          Proposed
Securities                                Maximum           Maximum        Amount of
  to be               Amount to be    Offering Price      Aggregate       Registration
Registered            Registered(1)     Per Share      Offering Price         Fee
--------------------------------------------------------------------------------------
<S>                   <C>             <C>               <C>                <C>
Common Stock, par
  value $0.01         256,322(2)       $7.05(3)       $ 1,807,070(3)         $547.60
--------------------------------------------------------------------------------------
</TABLE>


(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to the
Jacksonville Bancorp, Inc. ("Company" or "Registrant") 1994 Stock Incentive Plan
("1994 Incentive Plan"), 1994 Directors' Stock Option Plan ("1994 Directors
Plan") and 1996 Stock Option Plan ("1996 Option Plan") (together, the "Plans")
as a result of a stock split, stock dividend or similar adjustment of the
outstanding common stock, $0.01 par value per share ("Common Stock"), of the
Company.

(2) Represents 71,157 shares currently reserved for issuance pursuant to the
1994 Incentive Plan, 23,325 shares currently reserved for issuance pursuant to
the 1994 Directors Plan and 161,840 shares currently reserved for issuance
pursuant to the 1996 Option Plan.

(3) Estimated solely for the purpose of calculating the registration fee, which
has been calculated pursuant to Rule 457(h) promulgated under the Securities Act
of 1933, as amended ("Securities Act").  The Proposed Maximum Offering Price Per
Share is equal to the weighted average exercise price for the options to
purchase shares of Common Stock which are outstanding under the Plans as of the
date hereof.

                             ----------

    This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act and 17
C.F.R. Section 230.462.

                                      2

<PAGE>

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

              The following documents filed or to be filed with the Securities
and Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

                   (a)  The Company's Prospectus, dated February 22, 1996,
              filed with the Commission pursuant to Rule 424(b) (Commission
              File No. 33-81015) containing audited financial statements for
              the year ended September 30, 1995;

                   (b)  All reports filed by the Company pursuant to Sections
              13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
              (the "Exchange Act"), since the end of the fiscal year covered by
              the financial statements in the Prospectus referred to in clause
              (a) above;

                   (c)  The description of the Common Stock of the Company
              contained in the Company's Registration Statement on Form 8-A
              filed with the Commission;

                   (d)  All documents filed by the Company pursuant to Sections
              13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
              hereof and prior to the filing of a post-effective amendment
              which indicates that all securities offered have been sold or
              which deregisters all securities then remaining unsold.

              Any statement contained in this Registration Statement, or in a
document incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein, or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein, 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 of this Registration Statement.

ITEM 4.       DESCRIPTION OF SECURITIES.

              Not applicable since the Company's Common Stock is registered
under Section 12 of the Exchange Act.

ITEM. 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL.

              Not applicable.

                                      3

<PAGE>


ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Article VIII of the Company's proposed Articles of Incorporation 
provides that:

          A.   LIMITATION OF LIABILITY.  No director shall be personally 
liable to the Corporation or its stockholders for monetary damages for any 
act or omission by such director as a director; provided that a director's 
liability shall not be eliminated to the extent provided by Section 7.06B. of 
the Texas Miscellaneous Corporation Laws Act or any successor provision 
thereto.  No amendment to or repeal of this Subsection (A) to Article VIII 
shall apply to or have any effect on the liability or alleged liability of 
any director of the Corporation for or with respect to any acts or omissions 
of such director occurring prior to such amendment.

          B.   INDEMNIFICATION.  The Corporation shall indemnify any person 
who was or is a party or is threatened to be a made a party to any 
threatened, pending or completed action, suit or proceeding, whether civil, 
criminal, administrative, arbitrative or investigative, by reason of the fact 
that such person is or was a director, officer, employee or agent of the 
Corporation or any predecessor of the Corporation, or is or was serving at 
the request of the Corporation or any predecessor of the Corporation as a 
director, officer, employee or agent of another corporation, partnership, 
joint venture, trust or other enterprise, against liability and expenses 
(including court costs and attorney's fees), judgments, fines, excise taxes 
and amounts paid in satisfaction, settlement or compromise actually and 
reasonably incurred by such person in connection with such action, suit or 
proceeding to the full extent authorized by law.

          C.   ADVANCEMENT OF EXPENSES.  Reasonable expenses incurred by a 
director, officer, employee or agent of the Corporation in defending a civil 
or criminal action, suit or proceeding described in Article VIII.B. shall be 
paid by the Corporation in advance of the final disposition of such action, 
suit or proceeding as authorized by the Board of Directors only upon receipt 
of written affirmation by or on behalf of such person of his good faith 
belief that he or she has met the standard of conduct necessary for 
indemnification under relevant law and a written undertaking to repay such 
amount if it shall ultimately be determined that the person has not met that 
standard or if it is ultimately determined that indemnification of the person 
against expenses incurred by him or her in connection with that proceeding is 
prohibited by relevant law.

          D.   OTHER RIGHTS AND REMEDIES.  The indemnification provided by this
Article VIII shall not be deemed to exclude any other rights to which those
seeking indemnification or advancement of expenses may be entitled under the
Corporation s Articles of Incorporation, any insurance or other agreement, vote
of stockholders or disinterested directors or otherwise, both as to actions in
their official capacity and as to actions in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person; provided that no indemnification
shall be made to or on 

                                      4

<PAGE>

behalf of an individual if a judgment or other final
adjudication establishes that his actions, or omissions to act, were material to
the cause of action as adjudicated and (i) the person is found liable on the
basis that personal benefit was improperly received by him or her; (ii) the
person is found liable to the Corporation; or (iii) the person is found liable
for willful or intentional misconduct in the performance of his duty to the
Corporation; provided, however, that persons found liable under clauses (i) and
(ii) above, may still be indemnified solely as to reasonable expenses actually
incurred by such person in connection with the proceeding.

          E.   INSURANCE.  Upon resolution passed by the Board, the 
Corporation may purchase and maintain insurance on behalf of any person who 
is or was a director, officer, employee or agent of the Corporation, or was 
serving at the request of the Corporation as a director, officer, employee or 
agent of another corporation, partnership, joint venture, trust or another 
enterprise, against any liability asserted against him or her or incurred by 
him or her in any such capacity, or arising out of his status, whether or not 
the Corporation would have the power to indemnify him or her against such 
liability under the provisions of this Article or the TBCA.

          F.   MODIFICATION.  The duties of the Corporation to indemnify and to
advance expenses to a director or officer provided in this Article VIII shall be
in the nature of a contract between the Corporation and each such director or
officer, and no amendment or repeal of any provision of this Article VIII shall
alter, to the detriment of such director or officer, the right of such person to
the advance of expenses or indemnification related to a claim based on an act or
failure to act which took place prior to such amendment or repeal.

          G.   PROCEEDINGS INITIATED BY INDEMNIFIED PERSONS.  Notwithstanding 
any other provision of this Article VIII, the Corporation shall not indemnify 
a director, officer, employee or agent for any liability incurred in an 
action, suit or proceeding initiated by (which shall not be deemed to include 
counter-claims or affirmative defenses), or participated in as an intervenor 
or amicus curiae by, the person seeking indemnification unless such 
initiation of or participation in the action, suit or proceeding is 
authorized, either before or after its commencement, by the affirmative vote 
of a majority of the directors then in office.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable since no restricted securities will be reoffered or 
resold pursuant to this Registration Statement.

                                      5

<PAGE>

 
ITEM 8.   EXHIBITS

          The following exhibits are filed with or incorporated by reference 
into this Registration Statement on Form S-8 (numbering corresponds to 
Exhibit Table in Item 601 of Regulation S-K):
          
          No.  Exhibit                                          Page
          ---  -------                                          ----

          4    Common Stock Certificate*                         --

          5    Opinion of Elias, Matz, Tiernan & Herrick         E-1
                 L.L.P. as to the legality of the securities

          23.1 Consent of Elias, Matz, Tiernan & Herrick         --
               L.L.P. (contained in the opinion included
                as Exhibit 5)

          23.2 Consent of Henry & Peters, P.C.                   E-3

          24   Power of attorney for any subsequent              --
                amendments is located in the signature pages

          99.1 1994 Stock Incentive Plan                         E-4

          99.2 1994 Directors' Stock Option Plan                 E-16

          99.3 1996 Stock Option Plan                            E-21

----------
*      Incorporated by reference from the Company's Registration Statement 
on Form S-1 (Commission File No. 33-81015) filed with the Commission on 
December 29, 1995.

ITEM 9.   UNDERTAKINGS.

          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, 
(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, and (iii) to include any material information with 
respect to the plan of distribution not previously

                                      6

<PAGE>

disclosed in the Registration Statement or any material change in such
information in the Registration Statement; provided, however, that clauses (i)
and (ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.

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

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

          4.   That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

          5.   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 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 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 questions whether such indemnification by it is against public
policy expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      7

<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 State of Texas on December 16, 1996.

                                        JACKSONVILLE BANCORP, INC.


                                        By: /s/Jerry M. Chancellor
                                            --------------------------------
                                             Jerry M. Chancellor
                                             Director and 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.  Each person whose signature appears
below hereby makes, constitutes and appoints Jerry M. Chancellor his or her true
and lawful attorney, with full power to sign for such person and in such
person's name and capacity indicated below, and with full power of substitution
any and all amendments to this Registration Statement, hereby ratifying and
confirming such person's signature as it may be signed by said attorney to any
and all amendments.


        Name                         Title                          Date
------------------             ---------------                 --------------

/s/ Jerry M. Chancellor      Director and President            December 16, 1996
-----------------------      (principal executive officer)
Jerry M. Chancellor

/s/ Bill W. Taylor             Director and Executive          December 16, 1996
----------------------         Vice President
Bill W. Taylor                 (principal financial and
                               accounting officer)

/s/ Ray W. Beall               Director                        December 16, 1996
--------------------
Ray W. Beall



<PAGE>


        Name                         Title                          Date
------------------             ---------------                 --------------

/s/ Charles Broadway            Director and Chief             December 16, 1996
--------------------            Executive Officer
Charles Broadway

/s/ W.G. Brown                  Chairman of the Board          December 16, 1996
--------------------
W. G. Brown

/s/ Joe Tollett                 Director                       December 16, 1996
--------------------
Joe Tollett

/s/ Robert F. Brown             Director                       December 16, 1996
-------------------
Robert F. Brown
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20342}]
{"company-data": {"conformed-name": "JACKSONVILLE BANCORP INC", "cik": "0001005507", "assigned-sic": "6036", "irs-number": "752632781", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18031", "film-number": "96681982"}, "business-address": {"street1": "P O BOX 401", "city": "JACKSONVILLE", "state": "TX", "zip": "75766", "phone": "9035869861"}}
Registration No. 333-_____
                                                    Filed December 17, 1996

                          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 Articles of Incorporation)

                 Delaware                               75-2632718             
        (State of incorporation)            (IRS Employer Identification No.)

                              Commerce and Neches Streets
                              Jacksonville, Texas  75766                  
             (Address of principal executive offices, including zip code)

                               1994 STOCK INCENTIVE PLAN
                           1994 DIRECTORS' STOCK OPTION PLAN
                                 1996 STOCK OPTION PLAN              
                              (Full Titles of the Plans)

                                          Copies to:
                                          John P. Soukenik, Esq.
Jerry M. Chancellor                       Kenneth B. Tabach, Esq.
President                                 Elias, Matz, Tiernan & Herrick L.L.P.
Jacksonville Bancorp, Inc.                734 15th Street, N.W.
Commerce and Neches Streets               Washington, D.C.
Jacksonville, Texas 75766                 (202) 347-0300
(903) 586-9861                                   
(Name, address, and telephone number
 of agent for service)

                                  Page 1 of 41 pages
                       Index to Exhibits is located on page 6.
CALCULATION OF REGISTRATION FEE
Title of                                Proposed          Proposed
Securities                                Maximum           Maximum        Amount of
  to be               Amount to be    Offering Price      Aggregate       Registration
Registered            Registered(1)     Per Share      Offering Price         Fee
--------------------------------------------------------------------------------------
Common Stock, par
  value $0.01         256,322(2)       $7.05(3)       $ 1,807,070(3)         $547.60
--------------------------------------------------------------------------------------
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to the
Jacksonville Bancorp, Inc. ("Company" or "Registrant") 1994 Stock Incentive Plan
("1994 Incentive Plan"), 1994 Directors' Stock Option Plan ("1994 Directors
Plan") and 1996 Stock Option Plan ("1996 Option Plan") (together, the "Plans")
as a result of a stock split, stock dividend or similar adjustment of the
outstanding common stock, $0.01 par value per share ("Common Stock"), of the
Company.

(2) Represents 71,157 shares currently reserved for issuance pursuant to the
1994 Incentive Plan, 23,325 shares currently reserved for issuance pursuant to
the 1994 Directors Plan and 161,840 shares currently reserved for issuance
pursuant to the 1996 Option Plan.

(3) Estimated solely for the purpose of calculating the registration fee, which
has been calculated pursuant to Rule 457(h) promulgated under the Securities Act
of 1933, as amended ("Securities Act").  The Proposed Maximum Offering Price Per
Share is equal to the weighted average exercise price for the options to
purchase shares of Common Stock which are outstanding under the Plans as of the
date hereof.

                             ----------

    This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act and 17
C.F.R. Section 230.462.

                                      2
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

              The following documents filed or to be filed with the Securities
and Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

                   (a)  The Company's Prospectus, dated February 22, 1996,
              filed with the Commission pursuant to Rule 424(b) (Commission
              File No. 33-81015) containing audited financial statements for
              the year ended September 30, 1995;

                   (b)  All reports filed by the Company pursuant to Sections
              13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
              (the "Exchange Act"), since the end of the fiscal year covered by
              the financial statements in the Prospectus referred to in clause
              (a) above;

                   (c)  The description of the Common Stock of the Company
              contained in the Company's Registration Statement on Form 8-A
              filed with the Commission;

                   (d)  All documents filed by the Company pursuant to Sections
              13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
              hereof and prior to the filing of a post-effective amendment
              which indicates that all securities offered have been sold or
              which deregisters all securities then remaining unsold.

              Any statement contained in this Registration Statement, or in a
document incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein, or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein, 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 of this Registration Statement.

ITEM 4.       DESCRIPTION OF SECURITIES.

              Not applicable since the Company's Common Stock is registered
under Section 12 of the Exchange Act.

ITEM. 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL.

              Not applicable.

                                      3
ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Article VIII of the Company's proposed Articles of Incorporation 
provides that:

          A.   LIMITATION OF LIABILITY.  No director shall be personally 
liable to the Corporation or its stockholders for monetary damages for any 
act or omission by such director as a director; provided that a director's 
liability shall not be eliminated to the extent provided by Section 7.06B. of 
the Texas Miscellaneous Corporation Laws Act or any successor provision 
thereto.  No amendment to or repeal of this Subsection (A) to Article VIII 
shall apply to or have any effect on the liability or alleged liability of 
any director of the Corporation for or with respect to any acts or omissions 
of such director occurring prior to such amendment.

          B.   INDEMNIFICATION.  The Corporation shall indemnify any person 
who was or is a party or is threatened to be a made a party to any 
threatened, pending or completed action, suit or proceeding, whether civil, 
criminal, administrative, arbitrative or investigative, by reason of the fact 
that such person is or was a director, officer, employee or agent of the 
Corporation or any predecessor of the Corporation, or is or was serving at 
the request of the Corporation or any predecessor of the Corporation as a 
director, officer, employee or agent of another corporation, partnership, 
joint venture, trust or other enterprise, against liability and expenses 
(including court costs and attorney's fees), judgments, fines, excise taxes 
and amounts paid in satisfaction, settlement or compromise actually and 
reasonably incurred by such person in connection with such action, suit or 
proceeding to the full extent authorized by law.

          C.   ADVANCEMENT OF EXPENSES.  Reasonable expenses incurred by a 
director, officer, employee or agent of the Corporation in defending a civil 
or criminal action, suit or proceeding described in Article VIII.B. shall be 
paid by the Corporation in advance of the final disposition of such action, 
suit or proceeding as authorized by the Board of Directors only upon receipt 
of written affirmation by or on behalf of such person of his good faith 
belief that he or she has met the standard of conduct necessary for 
indemnification under relevant law and a written undertaking to repay such 
amount if it shall ultimately be determined that the person has not met that 
standard or if it is ultimately determined that indemnification of the person 
against expenses incurred by him or her in connection with that proceeding is 
prohibited by relevant law.

          D.   OTHER RIGHTS AND REMEDIES.  The indemnification provided by this
Article VIII shall not be deemed to exclude any other rights to which those
seeking indemnification or advancement of expenses may be entitled under the
Corporation s Articles of Incorporation, any insurance or other agreement, vote
of stockholders or disinterested directors or otherwise, both as to actions in
their official capacity and as to actions in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person; provided that no indemnification
shall be made to or on 

                                      4
behalf of an individual if a judgment or other final
adjudication establishes that his actions, or omissions to act, were material to
the cause of action as adjudicated and (i) the person is found liable on the
basis that personal benefit was improperly received by him or her; (ii) the
person is found liable to the Corporation; or (iii) the person is found liable
for willful or intentional misconduct in the performance of his duty to the
Corporation; provided, however, that persons found liable under clauses (i) and
(ii) above, may still be indemnified solely as to reasonable expenses actually
incurred by such person in connection with the proceeding.

          E.   INSURANCE.  Upon resolution passed by the Board, the 
Corporation may purchase and maintain insurance on behalf of any person who 
is or was a director, officer, employee or agent of the Corporation, or was 
serving at the request of the Corporation as a director, officer, employee or 
agent of another corporation, partnership, joint venture, trust or another 
enterprise, against any liability asserted against him or her or incurred by 
him or her in any such capacity, or arising out of his status, whether or not 
the Corporation would have the power to indemnify him or her against such 
liability under the provisions of this Article or the TBCA.

          F.   MODIFICATION.  The duties of the Corporation to indemnify and to
advance expenses to a director or officer provided in this Article VIII shall be
in the nature of a contract between the Corporation and each such director or
officer, and no amendment or repeal of any provision of this Article VIII shall
alter, to the detriment of such director or officer, the right of such person to
the advance of expenses or indemnification related to a claim based on an act or
failure to act which took place prior to such amendment or repeal.

          G.   PROCEEDINGS INITIATED BY INDEMNIFIED PERSONS.  Notwithstanding 
any other provision of this Article VIII, the Corporation shall not indemnify 
a director, officer, employee or agent for any liability incurred in an 
action, suit or proceeding initiated by (which shall not be deemed to include 
counter-claims or affirmative defenses), or participated in as an intervenor 
or amicus curiae by, the person seeking indemnification unless such 
initiation of or participation in the action, suit or proceeding is 
authorized, either before or after its commencement, by the affirmative vote 
of a majority of the directors then in office.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable since no restricted securities will be reoffered or 
resold pursuant to this Registration Statement.

                                      5
ITEM 8.   EXHIBITS

          The following exhibits are filed with or incorporated by reference 
into this Registration Statement on Form S-8 (numbering corresponds to 
Exhibit Table in Item 601 of Regulation S-K):
          
          No.  Exhibit                                          Page
          ---  -------                                          ----

          4    Common Stock Certificate*                         --

          5    Opinion of Elias, Matz, Tiernan & Herrick         E-1
                 L.L.P. as to the legality of the securities

          23.1 Consent of Elias, Matz, Tiernan & Herrick         --
               L.L.P. (contained in the opinion included
                as Exhibit 5)

          23.2 Consent of Henry & Peters, P.C.                   E-3

          24   Power of attorney for any subsequent              --
                amendments is located in the signature pages

          99.1 1994 Stock Incentive Plan                         E-4

          99.2 1994 Directors' Stock Option Plan                 E-16

          99.3 1996 Stock Option Plan                            E-21

----------
*      Incorporated by reference from the Company's Registration Statement 
on Form S-1 (Commission File No. 33-81015) filed with the Commission on 
December 29, 1995.

ITEM 9.   UNDERTAKINGS.

          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, 
(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, and (iii) to include any material information with 
respect to the plan of distribution not previously

                                      6
disclosed in the Registration Statement or any material change in such
information in the Registration Statement; provided, however, that clauses (i)
and (ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.

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

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

          4.   That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

          5.   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 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 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 questions whether such indemnification by it is against public
policy expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      7
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 State of Texas on December 16, 1996.

                                        JACKSONVILLE BANCORP, INC.

                                        By: /s/Jerry M. Chancellor
                                            --------------------------------
                                             Jerry M. Chancellor
                                             Director and 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.  Each person whose signature appears
below hereby makes, constitutes and appoints Jerry M. Chancellor his or her true
and lawful attorney, with full power to sign for such person and in such
person's name and capacity indicated below, and with full power of substitution
any and all amendments to this Registration Statement, hereby ratifying and
confirming such person's signature as it may be signed by said attorney to any
and all amendments.

        Name                         Title                          Date
------------------             ---------------                 --------------

/s/ Jerry M. Chancellor      Director and President            December 16, 1996
-----------------------      (principal executive officer)
Jerry M. Chancellor

/s/ Bill W. Taylor             Director and Executive          December 16, 1996
----------------------         Vice President
Bill W. Taylor                 (principal financial and
                               accounting officer)

/s/ Ray W. Beall               Director                        December 16, 1996
--------------------
Ray W. Beall
Name                         Title                          Date
------------------             ---------------                 --------------

/s/ Charles Broadway            Director and Chief             December 16, 1996
--------------------            Executive Officer
Charles Broadway

/s/ W.G. Brown                  Chairman of the Board          December 16, 1996
--------------------
W. G. Brown

/s/ Joe Tollett                 Director                       December 16, 1996
--------------------
Joe Tollett

/s/ Robert F. Brown             Director                       December 16, 1996
-------------------
Robert F. Brown