As filed with the Securities and Exchange Commission on March 2, 2001.

                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                           FloridaFirst Bancorp, Inc.
         --------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         Florida                                         59-3662010
---------------------------------             ----------------------------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                     Identification No.)

                             205 East Orange Street
                          Lakeland, Florida 33801-4611
                   ------------------------------------------
                    (Address of principal executive offices)

                FloridaFirst Bancorp, Inc. 1999 Stock Option Plan
                     FloridaFirst Bank Restricted Stock Plan
                     ---------------------------------------
                            (Full Title of the Plans)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
      ---------------------------------------------------------------------
            (Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------
Title of                              Proposed Maximum    Proposed Maximum     Amount of
Securities to         Amount to be        Offering       Aggregate Offering   Registration
be Registered        Registered (1)    Price Per Share        Price (2)         Fee (2)
-------------        --------------    ---------------        ----------       --------
<S>                <C>                     <C>             <C>                <C>
Common Stock
$0.10 par value
per share            390,514 shares          (2)             $3,902,484         $975.62
-------------------------------------------------------------------------------------------
</TABLE>

(1)      The maximum number of shares of Common Stock issuable upon awards to be
         granted  under the  FloridaFirst  Bancorp,  Inc. 1999 Stock Option Plan
         consists of 279,065 shares,  and under the FloridaFirst Bank Restricted
         Stock  Plan (the  "RSP")  consists  of 111,449  shares  which are being
         registered   under  this   Registration   Statement  and  for  which  a
         registration fee is being paid.  Additionally,  an indeterminate number
         of  additional  shares  which may be  offered  and  issued  to  prevent
         dilution   resulting   from   stock   splits,   dividends   or  similar
         transactions.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 390,514 shares are being  registered
         hereby,  of which 272,357 shares are under option at a weighted average
         exercise  price of $8.2356  per share  ($2,243,023  in the  aggregate),
         4,644 shares are under option at a weighted  average  exercise price of
         $7.9261 ($36,809 in the aggregate),  1,032 shares are under option at a
         weighted  average  exercise price of $7.6301 ($7,874 in the aggregate),
         516 shares are under  option at a weighted  average  exercise  price of
         $10.234  ($5,281  in the  aggregate).  The  remainder  of  such  shares
         (111,965 shares) consisting of 111,449 shares awarded under the RSP and
         516  unallocated  options  under  the  Stock  Option  Plan,  are  being
         registered based upon the average of the high and low selling prices of
         the Common Stock of the  Registrant as reported on the Nasdaq  National
         Market on February 27, 2001,  of $14.375 per share  ($1,609,497  in the
         aggregate), for a total offering of $3,902,484.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.

<PAGE>

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

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration of 390,514
shares of  FloridaFirst  Bancorp,  Inc. (the "Company" or  "Registrant")  common
stock,  $.10 par value per share (the  "Common  Stock")  issuable to  employees,
officers and directors of the Registrant or its subsidiary as  compensation  for
services in accordance  with the  FloridaFirst  Bancorp,  Inc. 1999 Stock Option
Plan  under  which  279,065  shares  are  issuable,  and the  FloridaFirst  Bank
Restricted  Stock Plan under which 111,449  shares are issuable  (together,  the
"Plans").  Documents  containing  the  information  required  by  Part I of this
Registration  Statement  will be sent or  given to  participants  in the Plan as
specified by Rule  428(b)(1).  Such  documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934 (the "1934  Act") on  December  19,  2000 and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
September 30, 2000;

         (b) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
December 31, 2000; and

         (c) The  description  of the  Company's  securities as contained in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
December 19, 2000.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  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 shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

                                        2
<PAGE>

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 Registrant has authority under the Florida Business Corporation Act
to indemnify its directors and officers to the extent  provided in such statute.
The  Registrant's  Articles  of  Incorporation  ("Articles")  provide  that  the
Registrant  shall indemnify its executive  officers and directors to the fullest
extent permitted by law either now or hereafter. In general, Florida law permits
a Florida  corporation  to indemnify  its  directors,  officers,  employees  and
agents, and persons serving at the corporation's  request in such capacities for
another  enterprise against  liabilities  arising from conduct that such persons
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 their conduct was unlawful.

         The provisions of the Florida  Business  Corporation Act that authorize
indemnification  do not  eliminate  the  duty  of  care of a  director  and,  in
appropriate circumstances,  equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available under Florida law. In addition, each
director  will  continue to be subject to liability  for (a)  violations  of the
criminal law,  unless the director had  reasonable  cause to believe his conduct
was lawful or had no reasonable  cause to believe his conduct was unlawful,  (b)
deriving an improper  personal  benefit  from a  transaction,  (c) voting for or
assenting to an unlawful distribution, and (d) willful misconduct or a conscious
disregard for the best  interests of the Registrant in a proceeding by or in the
right of the Registrant to procure a judgment in its favor or in a proceeding by
or in the right of a  shareholder.  The  statute  does not  affect a  director's
responsibilities  under any other law,  such as the federal  securities  laws or
state or federal environmental laws.

         At present,  there is no pending  litigation or proceeding  involving a
director  or  officer of the  Registrant  as to which  indemnification  is being
sought  from the  Registrant,  nor is the  Registrant  aware  of any  threatened
litigation that may result in claims for indemnification  from the Registrant by
any officer or director.

         The  Articles  require  indemnification  of  directors,   officers  and
employees to the fullest extent permitted by Florida law.

         Further,  the Registrant may purchase and maintain  insurance on behalf
of any  person  who is or was a  director,  officer,  employee,  or agent of the
Registrant or is or was serving at the request of the  Registrant as a director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or  other  enterprise  against  any  liability  asserted  against  him and
incurred  by him in any such  capacity  or  arising  out of his  status as such,
whether or not the Registrant would have the power to indemnify him against such
liability under the provisions of the Articles.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.

                                        3
<PAGE>

Item 7.  Exemption from Registration Claimed.
------

         Not Applicable

Item 8.  Exhibits.
------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

Item 9.  Undertakings.
------

         (a)      The undersigned Registrant hereby undertakes:

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

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

                  (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, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the 1933 Act,  each such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under the 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 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.

                                        4
<PAGE>

         (c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 1933 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  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.

                                        5
<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  Lakeland  in the State of  Florida,  as of March 1,
2001.

                                FloridaFirst Bancorp, Inc.


                                By:      /s/Gregory C. Wilkes
                                         ---------------------------------------
                                         Gregory C. Wilkes
                                         President and Chief Executive Officer
                                         (Duly Authorized Representative)


                                POWER OF ATTORNEY

         We, the  undersigned  directors and officers of  FloridaFirst  Bancorp,
Inc., do hereby  severally  constitute and appoint Gregory C. Wilkes as our true
and lawful attorney and agent, to do any and all things and acts in our names in
the capacities indicated below and to execute any and all instruments for us and
in our names in the capacities  indicated below which said Gregory C. Wilkes may
deem necessary or advisable to enable FloridaFirst Bancorp, Inc., to comply with
the  Securities  Act of  1933,  as  amended,  and  any  rules,  regulations  and
requirements of the Securities and Exchange  Commission,  in connection with the
Registration  Statement on Form S-8  relating to the  offering of the  Company's
Common Stock, including specifically, but not limited to, power and authority to
sign,  for  any of us in  our  names  in the  capacities  indicated  below,  the
Registration  Statement  and any and all  amendments  (including  post-effective
amendments)  thereto;  and we hereby ratify and confirm all that said Gregory C.
Wilkes shall 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 below by the  following  persons in the
capacities indicated as of the date indicated.

<TABLE>
<CAPTION>

<S>                                                         <C>
/s/Gregory C. Wilkes                                          /s/Kerry P. Charlet
------------------------------------------------              ------------------------------------------------
Gregory C. Wilkes                                             Kerry P. Charlet
President, Chief Executive Officer, and Director              Senior Vice President, Chief Financial Officer,
(Principal Executive Officer)                                 and Secretary
                                                              (Principal Financial and Accounting Officer)

March 1, 2001                                                 March 1, 2001
------------------------------------------------              ------------------------------------------------
Date                                                          Date


/s/Nis H. Nissen, III                                         /s/Stephen A. Moore, Jr.
------------------------------------------------              ------------------------------------------------
Nis H. Nissen, III                                            Stephen A. Moore, Jr.
Chairman of the Board                                         Director


March 1, 2001                                                 March 1, 2001
------------------------------------------------              ------------------------------------------------
Date                                                          Date

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

<S>                                                         <C>

/s/Llewellyn N. Belcourt                                      /s/G.F. Zimmermann, III
------------------------------------------------              ------------------------------------------------
Llewellyn N. Belcourt                                         G.F. Zimmermann, III
Director                                                      Director

March 1, 2001                                                 March 1, 2001
------------------------------------------------              ------------------------------------------------
Date                                                          Date


/s/J. Larry Durrence                                          /s/Arthur J. Rowbotham
------------------------------------------------              ------------------------------------------------
J. Larry Durrence                                             Arthur J. Rowbotham
Director                                                      Director

March 1, 2001                                                 March 1, 2001
------------------------------------------------              ------------------------------------------------
Date                                                          Date

</TABLE>

<PAGE>

                                INDEX TO EXHIBITS




Exhibit                 Description
-------                 -----------

     4.1     FloridaFirst Bancorp, Inc. 1999 Stock Option Plan

     4.2     FloridaFirst Bank Restricted Stock Plan

     4.3     Form of Stock Option Agreement to be entered into with
             respect to Incentive Stock Options under the Stock Option
             Plan

     4.4     Form of Stock Option Agreement to be entered into with
             respect to Non-Incentive Stock Options under the Stock
             Option Plan

     4.5     Form of Restricted Stock Award Agreement

     4.6     Form of Stock Award Tax Notice

     5.1     Opinion of Malizia Spidi & Fisch, PC as to the validity of the
             Common Stock being registered

    23.1     Consent of Malizia Spidi & Fisch, PC (appears in their opinion
             filed as Exhibit 5.1)

    23.2     Consent of KPMG LLP

     24      Reference is made to the Signatures section of this
             Registration Statement for the Power of Attorney contained
             therein
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 22827}]
{"company-data": {"conformed-name": "FLORIDAFIRST BANCORP INC", "cik": "0001123276", "assigned-sic": "6035", "irs-number": "593662010", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56420", "film-number": "1559842"}, "business-address": {"street1": "205 EAST ORANGE ST", "city": "LAKELAND", "state": "FL", "zip": "33801", "phone": "8636886811"}, "mail-address": {"street1": "205 EAST ORANGE STREET", "city": "LAKELAND", "state": "FL", "zip": "33801"}}
As filed with the Securities and Exchange Commission on March 2, 2001.

                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                           FloridaFirst Bancorp, Inc.
         --------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         Florida                                         59-3662010
---------------------------------             ----------------------------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                     Identification No.)

                             205 East Orange Street
                          Lakeland, Florida 33801-4611
                   ------------------------------------------
                    (Address of principal executive offices)

                FloridaFirst Bancorp, Inc. 1999 Stock Option Plan
                     FloridaFirst Bank Restricted Stock Plan
                     ---------------------------------------
                            (Full Title of the Plans)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
      ---------------------------------------------------------------------
            (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------
Title of                              Proposed Maximum    Proposed Maximum     Amount of
Securities to         Amount to be        Offering       Aggregate Offering   Registration
be Registered        Registered (1)    Price Per Share        Price (2)         Fee (2)
-------------        --------------    ---------------        ----------       --------
Common Stock
$0.10 par value
per share            390,514 shares          (2)             $3,902,484         $975.62
-------------------------------------------------------------------------------------------
(1)      The maximum number of shares of Common Stock issuable upon awards to be
         granted  under the  FloridaFirst  Bancorp,  Inc. 1999 Stock Option Plan
         consists of 279,065 shares,  and under the FloridaFirst Bank Restricted
         Stock  Plan (the  "RSP")  consists  of 111,449  shares  which are being
         registered   under  this   Registration   Statement  and  for  which  a
         registration fee is being paid.  Additionally,  an indeterminate number
         of  additional  shares  which may be  offered  and  issued  to  prevent
         dilution   resulting   from   stock   splits,   dividends   or  similar
         transactions.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 390,514 shares are being  registered
         hereby,  of which 272,357 shares are under option at a weighted average
         exercise  price of $8.2356  per share  ($2,243,023  in the  aggregate),
         4,644 shares are under option at a weighted  average  exercise price of
         $7.9261 ($36,809 in the aggregate),  1,032 shares are under option at a
         weighted  average  exercise price of $7.6301 ($7,874 in the aggregate),
         516 shares are under  option at a weighted  average  exercise  price of
         $10.234  ($5,281  in the  aggregate).  The  remainder  of  such  shares
         (111,965 shares) consisting of 111,449 shares awarded under the RSP and
         516  unallocated  options  under  the  Stock  Option  Plan,  are  being
         registered based upon the average of the high and low selling prices of
         the Common Stock of the  Registrant as reported on the Nasdaq  National
         Market on February 27, 2001,  of $14.375 per share  ($1,609,497  in the
         aggregate), for a total offering of $3,902,484.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration of 390,514
shares of  FloridaFirst  Bancorp,  Inc. (the "Company" or  "Registrant")  common
stock,  $.10 par value per share (the  "Common  Stock")  issuable to  employees,
officers and directors of the Registrant or its subsidiary as  compensation  for
services in accordance  with the  FloridaFirst  Bancorp,  Inc. 1999 Stock Option
Plan  under  which  279,065  shares  are  issuable,  and the  FloridaFirst  Bank
Restricted  Stock Plan under which 111,449  shares are issuable  (together,  the
"Plans").  Documents  containing  the  information  required  by  Part I of this
Registration  Statement  will be sent or  given to  participants  in the Plan as
specified by Rule  428(b)(1).  Such  documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934 (the "1934  Act") on  December  19,  2000 and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
September 30, 2000;

         (b) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
December 31, 2000; and

         (c) The  description  of the  Company's  securities as contained in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
December 19, 2000.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  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 shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

                                        2
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 Registrant has authority under the Florida Business Corporation Act
to indemnify its directors and officers to the extent  provided in such statute.
The  Registrant's  Articles  of  Incorporation  ("Articles")  provide  that  the
Registrant  shall indemnify its executive  officers and directors to the fullest
extent permitted by law either now or hereafter. In general, Florida law permits
a Florida  corporation  to indemnify  its  directors,  officers,  employees  and
agents, and persons serving at the corporation's  request in such capacities for
another  enterprise against  liabilities  arising from conduct that such persons
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 their conduct was unlawful.

         The provisions of the Florida  Business  Corporation Act that authorize
indemnification  do not  eliminate  the  duty  of  care of a  director  and,  in
appropriate circumstances,  equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available under Florida law. In addition, each
director  will  continue to be subject to liability  for (a)  violations  of the
criminal law,  unless the director had  reasonable  cause to believe his conduct
was lawful or had no reasonable  cause to believe his conduct was unlawful,  (b)
deriving an improper  personal  benefit  from a  transaction,  (c) voting for or
assenting to an unlawful distribution, and (d) willful misconduct or a conscious
disregard for the best  interests of the Registrant in a proceeding by or in the
right of the Registrant to procure a judgment in its favor or in a proceeding by
or in the right of a  shareholder.  The  statute  does not  affect a  director's
responsibilities  under any other law,  such as the federal  securities  laws or
state or federal environmental laws.

         At present,  there is no pending  litigation or proceeding  involving a
director  or  officer of the  Registrant  as to which  indemnification  is being
sought  from the  Registrant,  nor is the  Registrant  aware  of any  threatened
litigation that may result in claims for indemnification  from the Registrant by
any officer or director.

         The  Articles  require  indemnification  of  directors,   officers  and
employees to the fullest extent permitted by Florida law.

         Further,  the Registrant may purchase and maintain  insurance on behalf
of any  person  who is or was a  director,  officer,  employee,  or agent of the
Registrant or is or was serving at the request of the  Registrant as a director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or  other  enterprise  against  any  liability  asserted  against  him and
incurred  by him in any such  capacity  or  arising  out of his  status as such,
whether or not the Registrant would have the power to indemnify him against such
liability under the provisions of the Articles.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.

                                        3
Item 7.  Exemption from Registration Claimed.
------

         Not Applicable

Item 8.  Exhibits.
------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

Item 9.  Undertakings.
------

         (a)      The undersigned Registrant hereby undertakes:

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

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

                  (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, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the 1933 Act,  each such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under the 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 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.

                                        4
(c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 1933 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  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.

                                        5
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  Lakeland  in the State of  Florida,  as of March 1,
2001.

                                FloridaFirst Bancorp, Inc.

                                By:      /s/Gregory C. Wilkes
                                         ---------------------------------------
                                         Gregory C. Wilkes
                                         President and Chief Executive Officer
                                         (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the  undersigned  directors and officers of  FloridaFirst  Bancorp,
Inc., do hereby  severally  constitute and appoint Gregory C. Wilkes as our true
and lawful attorney and agent, to do any and all things and acts in our names in
the capacities indicated below and to execute any and all instruments for us and
in our names in the capacities  indicated below which said Gregory C. Wilkes may
deem necessary or advisable to enable FloridaFirst Bancorp, Inc., to comply with
the  Securities  Act of  1933,  as  amended,  and  any  rules,  regulations  and
requirements of the Securities and Exchange  Commission,  in connection with the
Registration  Statement on Form S-8  relating to the  offering of the  Company's
Common Stock, including specifically, but not limited to, power and authority to
sign,  for  any of us in  our  names  in the  capacities  indicated  below,  the
Registration  Statement  and any and all  amendments  (including  post-effective
amendments)  thereto;  and we hereby ratify and confirm all that said Gregory C.
Wilkes shall 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 below by the  following  persons in the
capacities indicated as of the date indicated.
/s/Gregory C. Wilkes                                          /s/Kerry P. Charlet
------------------------------------------------              ------------------------------------------------
Gregory C. Wilkes                                             Kerry P. Charlet
President, Chief Executive Officer, and Director              Senior Vice President, Chief Financial Officer,
(Principal Executive Officer)                                 and Secretary
                                                              (Principal Financial and Accounting Officer)

March 1, 2001                                                 March 1, 2001
------------------------------------------------              ------------------------------------------------
Date                                                          Date

/s/Nis H. Nissen, III                                         /s/Stephen A. Moore, Jr.
------------------------------------------------              ------------------------------------------------
Nis H. Nissen, III                                            Stephen A. Moore, Jr.
Chairman of the Board                                         Director

March 1, 2001                                                 March 1, 2001
------------------------------------------------              ------------------------------------------------
Date                                                          Date
/s/Llewellyn N. Belcourt                                      /s/G.F. Zimmermann, III
------------------------------------------------              ------------------------------------------------
Llewellyn N. Belcourt                                         G.F. Zimmermann, III
Director                                                      Director

March 1, 2001                                                 March 1, 2001
------------------------------------------------              ------------------------------------------------
Date                                                          Date

/s/J. Larry Durrence                                          /s/Arthur J. Rowbotham
------------------------------------------------              ------------------------------------------------
J. Larry Durrence                                             Arthur J. Rowbotham
Director                                                      Director

March 1, 2001                                                 March 1, 2001
------------------------------------------------              ------------------------------------------------
Date                                                          Date
INDEX TO EXHIBITS

Exhibit                 Description
-------                 -----------

     4.1     FloridaFirst Bancorp, Inc. 1999 Stock Option Plan

     4.2     FloridaFirst Bank Restricted Stock Plan

     4.3     Form of Stock Option Agreement to be entered into with
             respect to Incentive Stock Options under the Stock Option
             Plan

     4.4     Form of Stock Option Agreement to be entered into with
             respect to Non-Incentive Stock Options under the Stock
             Option Plan

     4.5     Form of Restricted Stock Award Agreement

     4.6     Form of Stock Award Tax Notice

     5.1     Opinion of Malizia Spidi & Fisch, PC as to the validity of the
             Common Stock being registered

    23.1     Consent of Malizia Spidi & Fisch, PC (appears in their opinion
             filed as Exhibit 5.1)

    23.2     Consent of KPMG LLP

     24      Reference is made to the Signatures section of this
             Registration Statement for the Power of Attorney contained
             therein