As filed with the Securities and Exchange Commission on January 24, 2000.
                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

         United States                                        59-3545582
-------------------------------                               ----------
(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 1999 Stock Option Plan
                  -------------------------------------------
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
                           --------------------------
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

================= ================= =================== ======================= ========================
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           270,385 shares        $8.50(2)            $2,298,273                $606.74
================= ================= =================== ======================= ========================
</TABLE>

(1)      The maximum number of shares of common stock issuable upon awards to be
         granted  under the  FloridaFirst  Bancorp  1999 Stock  Option Plan (the
         "Plan")  consists of 270,385  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 270,385 shares are being  registered
         hereby,  of which 270,385 shares are under option at a weighted average
         exercise price of $8.50 per share ($2,298,273 in the aggregate),  for a
         total offering of $2,298,273.

         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 270,385
shares of  FloridaFirst  Bancorp (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 1999 Stock Option Plan (the "Plan").
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  April  2,  1999  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, 1999; and

          (b)  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 April 2, 1999.

         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.

Item 4.  Description of Securities.
-------

         Not Applicable


                                       2
<PAGE>

Item 5.  Interests of Named Experts and Counsel.
-------

         Not Applicable

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

         Federal   Regulations  define  areas  for  indemnity  coverage  by  the
FloridaFirst Bank (the "Bank") as follows:

         (a) Any person against whom any action is brought or threatened because
that person is or was a director or officer of the Bank shall be  indemnified by
the Bank, as the case may be, for:

               (i)  Any amount  for which such  person  becomes  liable  under a
         judgment in such action; and

               (ii) Reasonable  costs  and  expenses,  including  reasonable
         attorney's fees,  actually paid or incurred by such person in defending
         or  settling  such  action,  or in  enforcing  his  or  her  rights  to
         indemnification  if the person  attains a  favorable  judgment  in such
         enforcement action.

         (b)  Indemnification  provided for in subparagraph (a) shall be made to
such officer or director only if the requirements of this subparagraph are met:

                  (i) The  Bank  shall  make  the  indemnification  provided  by
         subparagraph  (a) in connection with any such action which results in a
         final judgment on the merits in favor of such officer or director.

                  (ii)  The Bank  shall  make the  indemnification  provided  by
         subparagraph  (a) in case of settlement of such action,  final judgment
         against  such  director  or officer or final  judgment in favor of such
         director  or officer  other than on the  merits,  if a majority  of the
         disinterested  directors of the Bank determines that such a director or
         officer  was  acting  in good  faith  within  the  scope  of his or her
         employment or authority as he or she could reasonably have perceived it
         under  the  circumstances  and  for a  purpose  which  he or she  could
         reasonably  have  believed  under  the  circumstances  was in the  best
         interest of the Bank or its members.

         (c)      As used in this paragraph:

                  (i) "action" means any judicial or administrative  proceeding,
         or  threatened  proceeding,  whether  civil,  criminal,  or  otherwise,
         including any appeal or other proceeding for review;

                  (ii) "final judgment" means a judgment, decree, or order which
         is not  appealable  and as to which the period  for appeal has  expired
         with no appeal taken;

                  (iii) "settlement" includes the entry of a judgment by consent
         or by confession or a plea of guilty of nolo contendere.

         Office of Thrift  Supervision  regulations  subject  the Company to the
same indemnification regulations applicable to the Bank and described above.


                                       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 no 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.




<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 January 24,
2000.

                                    FloridaFirst Bancorp


                                    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, 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, 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              Chief Financial Officer
(Principal Executive Officer)                                 (Principal Financial and Accounting Officer)

Date: January 24, 2000                                        Date: January 24, 2000

/s/Charles W. Bovay                                           /s/Robert H. Artman
------------------------------------------------              --------------------------------------------
Charles W. Bovay                                              Robert H. Artman
Chairman of the Board                                         Director

Date: January 24, 2000                                        Date: January 24, 2000

/s/Llewellyn N. Belcourt                                      /s/Stephen A. Moore, Jr.
------------------------------------------------              --------------------------------------------
Llewellyn N. Belcourt                                         Stephen A. Moore, Jr.
Director                                                      Director

Date: January 24, 2000                                        Date: January 24, 2000
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
<S>                                                          <C>
/s/Nis H. Nissen, III                                         /s/Rudolph H. Thornberry
------------------------------------------------              --------------------------------------------
Nis H. Nissen, III                                            Rudolph H. Thornberry
Director                                                      Director

Date: January 24, 2000                                        Date: January 24, 2000


/s/G.F. Zimmermann, III
------------------------------------------------
G.F. Zimmermann, III
Director

Date: January 24, 2000


</TABLE>


<PAGE>

                                INDEX TO EXHIBITS



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

     4.1       FloridaFirst Bancorp
               1999 Stock Option Plan

     4.2       Form of Stock Option  Agreement  to be entered into with respect
               to Incentive  Stock Options

     4.3       Form of Stock Option  Agreement  to be entered  into with respect
               to  Non-Incentive Stock Options

     4.4       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", "description": "FORM S-8", "secsgml_size_bytes": 20060}]
{"company-data": {"conformed-name": "FLORIDAFIRST BANCORP", "cik": "0001075083", "assigned-sic": "6035", "irs-number": "593545582", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95257", "film-number": "511938"}, "business-address": {"street1": "205 EAST ORANGE STREET", "city": "LAKELAND", "state": "FL", "zip": "33801", "phone": "9416886811"}, "mail-address": {"street1": "205 EAST ORANGE STREET", "city": "LAKELAND", "state": "FL", "zip": "33801"}}
As filed with the Securities and Exchange Commission on January 24, 2000.
                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

         United States                                        59-3545582
-------------------------------                               ----------
(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 1999 Stock Option Plan
                  -------------------------------------------
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                               1301 K Street, N.W.
                                 Suite 700 East
                             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           270,385 shares        $8.50(2)            $2,298,273                $606.74
================= ================= =================== ======================= ========================
(1)      The maximum number of shares of common stock issuable upon awards to be
         granted  under the  FloridaFirst  Bancorp  1999 Stock  Option Plan (the
         "Plan")  consists of 270,385  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 270,385 shares are being  registered
         hereby,  of which 270,385 shares are under option at a weighted average
         exercise price of $8.50 per share ($2,298,273 in the aggregate),  for a
         total offering of $2,298,273.

         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 270,385
shares of  FloridaFirst  Bancorp (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 1999 Stock Option Plan (the "Plan").
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  April  2,  1999  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, 1999; and

          (b)  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 April 2, 1999.

         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.

Item 4.  Description of Securities.
-------

         Not Applicable

                                       2
Item 5.  Interests of Named Experts and Counsel.
-------

         Not Applicable

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

         Federal   Regulations  define  areas  for  indemnity  coverage  by  the
FloridaFirst Bank (the "Bank") as follows:

         (a) Any person against whom any action is brought or threatened because
that person is or was a director or officer of the Bank shall be  indemnified by
the Bank, as the case may be, for:

               (i)  Any amount  for which such  person  becomes  liable  under a
         judgment in such action; and

               (ii) Reasonable  costs  and  expenses,  including  reasonable
         attorney's fees,  actually paid or incurred by such person in defending
         or  settling  such  action,  or in  enforcing  his  or  her  rights  to
         indemnification  if the person  attains a  favorable  judgment  in such
         enforcement action.

         (b)  Indemnification  provided for in subparagraph (a) shall be made to
such officer or director only if the requirements of this subparagraph are met:

                  (i) The  Bank  shall  make  the  indemnification  provided  by
         subparagraph  (a) in connection with any such action which results in a
         final judgment on the merits in favor of such officer or director.

                  (ii)  The Bank  shall  make the  indemnification  provided  by
         subparagraph  (a) in case of settlement of such action,  final judgment
         against  such  director  or officer or final  judgment in favor of such
         director  or officer  other than on the  merits,  if a majority  of the
         disinterested  directors of the Bank determines that such a director or
         officer  was  acting  in good  faith  within  the  scope  of his or her
         employment or authority as he or she could reasonably have perceived it
         under  the  circumstances  and  for a  purpose  which  he or she  could
         reasonably  have  believed  under  the  circumstances  was in the  best
         interest of the Bank or its members.

         (c)      As used in this paragraph:

                  (i) "action" means any judicial or administrative  proceeding,
         or  threatened  proceeding,  whether  civil,  criminal,  or  otherwise,
         including any appeal or other proceeding for review;

                  (ii) "final judgment" means a judgment, decree, or order which
         is not  appealable  and as to which the period  for appeal has  expired
         with no appeal taken;

                  (iii) "settlement" includes the entry of a judgment by consent
         or by confession or a plea of guilty of nolo contendere.

         Office of Thrift  Supervision  regulations  subject  the Company to the
same indemnification regulations applicable to the Bank and described above.

                                       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 no 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.
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 January 24,
2000.

                                    FloridaFirst Bancorp

                                    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, 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, 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              Chief Financial Officer
(Principal Executive Officer)                                 (Principal Financial and Accounting Officer)

Date: January 24, 2000                                        Date: January 24, 2000

/s/Charles W. Bovay                                           /s/Robert H. Artman
------------------------------------------------              --------------------------------------------
Charles W. Bovay                                              Robert H. Artman
Chairman of the Board                                         Director

Date: January 24, 2000                                        Date: January 24, 2000

/s/Llewellyn N. Belcourt                                      /s/Stephen A. Moore, Jr.
------------------------------------------------              --------------------------------------------
Llewellyn N. Belcourt                                         Stephen A. Moore, Jr.
Director                                                      Director

Date: January 24, 2000                                        Date: January 24, 2000
/s/Nis H. Nissen, III                                         /s/Rudolph H. Thornberry
------------------------------------------------              --------------------------------------------
Nis H. Nissen, III                                            Rudolph H. Thornberry
Director                                                      Director

Date: January 24, 2000                                        Date: January 24, 2000

/s/G.F. Zimmermann, III
------------------------------------------------
G.F. Zimmermann, III
Director

Date: January 24, 2000
INDEX TO EXHIBITS

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

     4.1       FloridaFirst Bancorp
               1999 Stock Option Plan

     4.2       Form of Stock Option  Agreement  to be entered into with respect
               to Incentive  Stock Options

     4.3       Form of Stock Option  Agreement  to be entered  into with respect
               to  Non-Incentive Stock Options

     4.4       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