As filed with the Securities and Exchange Commission on February 18, 2004

                                    Registration Statement No. 333-

=========================================================================

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

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

                            FORM S-8

                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933

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

                 COAST FINANCIAL HOLDINGS, INC.
     ------------------------------------------------------
     (Exact Name of Registrant as Specified in its Charter)

            Florida                               14-1858265
-------------------------------              -------------------
(State or Other Jurisdiction of                (I.R.S. Employer
 Incorporation or Organization)              Identification No.)

                      2412 Cortez Road West
                    Bradenton, Florida 34207
                         (941) 752-5900
            ----------------------------------------
            (Address of Principal Executive Offices)


               COAST FINANCIAL HOLDINGS, INC. 2003
             AMENDED AND RESTATED STOCK OPTION PLAN
             --------------------------------------
                    (Full Title of the Plan)

                   BRIAN P. PETERS, President
                 Coast Financial Holdings, Inc.
                      2412 Cortez Road West
                    Bradenton, Florida 34207
                         (941) 752-5900
              -------------------------------------
              (Name, Address, and Telephone Number,
           Including Area Code, of Agent For Service)


                           COPIES TO:
                   RICHARD A. DENMON, Esquire
                      Carlton Fields, P.A.
                        One Harbour Place
               777 South Harbour Island Boulevard
                      Tampa, Florida  33602


                 CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
============================================================================================================

                                                   Proposed Maximum     Proposed Maximum
  Title of Each Class of          Amount To Be     Offering Price     Aggregate Offering       Amount of
Securities to be Registered       Registered(1)      Per Share               Price          Registration Fee
------------------------------------------------------------------------------------------------------------
<S>                               <C>              <C>                <C>                   <C>
Common Shares, $5.00 par value    405,000 shares       (2)                    (2)              $666.61
============================================================================================================
</TABLE>

(1)  Pursuant  to Rule 416(c) promulgated under  the Securities  Act
     of  1933,  as amended, this registration statement  also covers
     any additional common shares which may be  issued in connection
     with  the  antidilution   provisions  of  the  Coast  Financial
     Holdings,  Inc.  2003 Amended  and Restated  Stock Option Plan.
     No additional fee is included for these shares.

(2)  Under the terms of the stock option plan, 405,000 common shares
     have  been  reserved  for  issuance.   As  of the date of  this
     registration  statement,  options to  purchase  388,400  common
     shares  have been issued and are currently outstanding.   These
     previously  granted options may be exercised  as  follows:  (a)
     81,800  common shares at an exercise price of $10.00 per share,
     (b)  27,600  common shares at an exercise price of  $10.50  per
     share,  (c)  190,000  common shares at  an  exercise  price  of
     $14.50  per share, and (d) 89,000 common shares at an  exercise
     price  of  $13.25 per share.  The offering price of $13.21  per
     share of the remaining 16,600 common shares under the plan  not
     yet  subject  to  options,  has been provided  solely  for  the
     purpose  of calculating the registration fee pursuant  to  Rule
     457(h) and was calculated based on the average of the high  and
     low  prices of Coast Financial Holdings, Inc.'s common  shares,
     as  reported  on  the Nasdaq SmallCap Market  on  February  10,
     2004.

=========================================================================

<PAGE>

                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information specified in Item 1 and Item 2 of Part I of
Form S-8 is omitted from this filing in accordance with the
provisions of Rule 424 under the Securities Act of 1933, as
amended.  The documents containing the information specified in
Part I will be delivered to the participants in the plan covered
by this registration statement as required by Rule 428(b)(1).

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

     The following documents, previously filed on behalf of Coast
Financial Holdings, Inc., a Florida corporation (the "Company")
(Commission File No. 000-50433), with the Securities and Exchange
Commission (the "Commission"), are hereby incorporated by
reference into this Registration Statement as of their respective
dates:

     1.   The Company's Prospectus filed pursuant to Rule
          424(b)(1) on November 7, 2003;

     2.   The Company's Quarterly Report on Form 10-QSB for the
          period ended September 30, 2003, filed on December 31,
          2003;

     3.   The Company's Current Reports on Form 8-K filed on
          December 4, 2003, January 6, 2004, and January 29,
          2004; and

     4.   The description of the Company's common shares, par
          value $5.00 per share, contained in the Company's
          Registration Statement on Form 8-A declared effective
          on November 5, 2003 and any amendments or reports
          filed for the purpose of updating such description.

     All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), after the date of this
Registration Statement and prior to the filing of a post-
effective amendment hereto which indicate that all securities
offered have been sold or which deregister all such securities
then remaining unsold, shall be deemed to be incorporated herein
by reference and to be a part hereof from the date of filing such
documents.  Any statement contained herein or in any 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
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 to constitute a part of this
Registration Statement, except as so modified or superseded.

Item 4.     Description of Securities.

     Not applicable.

Item 5.  Interest of Named Experts and Counsel.

     Not applicable.


                              -2-
<PAGE>


Item 6.  Indemnification of Directors and Officers.

     Section 607.0850(1) of the Florida Business Corporation Act
("FBCA") permits a Florida corporation to indemnify any person
who may be a party to any third party proceeding by reason of the
fact that such person is or was a director, officer, employee or
agent of the corporation, against liability incurred in
connection with such proceeding (including any appeal thereof) if
he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

     Section 607.0850(2) of the FBCA permits a Florida
corporation to indemnify any person who may be a party to a
derivative action if such person acted in any of the capacities
set forth in the preceding paragraph, against expenses and
amounts paid in settlement not exceeding, in the judgment of the
board of directors, the estimated expenses of litigating the
proceeding to conclusion, actually and reasonably incurred in
connection with the defense or settlement of such proceeding
(including appeals), provided that the person acted under the
standards set forth in the preceding paragraph.  However, no
indemnification shall be made for any claim, issue or matter for
which such person is found to be liable unless, and only to the
extent that, the court determines that, despite the adjudication
of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnification
for such expenses which the court deems proper.

     Section 607.0850(4) of the FCBA provides that any
indemnification made under the above provisions, unless pursuant
to a court determination, may be made only after a determination
that the person to be indemnified has met the standard of conduct
described above.  This determination is to be made by a majority
vote of a quorum consisting of the disinterested directors of the
board of directors, by duly selected independent legal counsel,
or by a majority vote of the disinterested shareholders.  The
board of directors also may designate a special committee of
disinterested directors to make this determination.

     Section 607.0850(3), however, provides that a Florida
corporation must indemnify any director, or officer, employee or
agent of a corporation who has been successful in the defense of
any proceeding referred to in Section 607.0850(1) or (2), or in
the defense of any claim, issue or matter therein, against
expenses actually and reasonably incurred by him in connection
therewith.

     Expenses incurred by a director or officer in defending a
civil or criminal proceeding may be paid by the corporation in
advance of the final disposition thereof upon receipt of an
undertaking by or on behalf of such director or officer to repay
such amount if it is ultimately determined that such director or
officer is not entitled to indemnification under Section
607.0850.  Expenses incurred by other employees or agents in such
a proceeding may be paid in advance of final disposition thereof
upon such terms or conditions that the board of directors deems
appropriate.

     The FBCA further provides that the indemnification and
advancement of payment provisions contained therein are not
exclusive and it specifically empowers a corporation to make any
other further indemnification or advancement of expenses under
any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both for actions taken in an official
capacity and for actions taken in other capacities while holding
an office.  However, a corporation cannot indemnify or advance
expenses if a judgment or other final adjudication establishes
that the actions of the director or officer were material to the
adjudicated cause of action and the director or officer (a)
violated criminal law, unless the director or officer had
reasonable cause to believe his conduct was lawful or had no
reasonable cause to believe his conduct was unlawful, (b) derived
an improper personal benefit from a transaction, (c) was or is a
director in a circumstance where the liability under Section
607.0834 (relating to unlawful distributions) applies, or (d)
engages in willful misconduct or conscious disregard for the best
interests of the corporation in a proceeding by or in right of
the corporation to procure a judgment in its favor or in a
proceeding by or in right of a shareholder.



                              -3-

<PAGE>



     The Company's Articles of Incorporation and Bylaws provide
that the Company shall indemnify any director or officer or any
former director or officer against any liability arising from any
action or suit to the full extent permitted by Florida law as
referenced above or as hereinafter amended by law.  Advances
against expenses may be made under the Company's Bylaws and any
other indemnification agreement that may be entered into by the
Company and the indemnity coverage provided thereunder may
include liabilities under the federal securities laws as well as
in other contexts.

     The Company has purchased insurance with respect to, among
other things, any liabilities that may arise under the statutory
provisions referred to above.

Item 7.     Exemption From Registration Claimed.

     Not applicable.

Item 8.     Exhibits.


Exhibit
Number                  Description of Exhibits
-------                 -----------------------

 4.1    Articles of Incorporation  of  the  Company, incorporated
        herein by reference  to  Exhibit  3.1  to  the  Company's
        Registration   Statement   on   Form   SB-2 (Registration
        No. 333-108567) previously filed with the Commission.

 4.2    Bylaws, incorporated  herein by  reference to Exhibit 3.2
        to  the  Company's  Registration Statement  on Form  SB-2
        (Registration No. 333-108567)  previously  filed with the
        Commission.

 4.3    Coast Financial Holdings, Inc. 2003  Amended and Restated
        Stock Option Plan and Forms  of Nonqualified Stock Option
        Agreement   and   Incentive   Stock   Option   Agreement,
        incorporated  herein by reference  to Exhibit 10.2 to the
        Company's     Registration    Statement   on    Form SB-2
        (Registration  No. 333-108567)  previously filed with the
        Commission.

  5     Opinion of Carlton Fields, P.A. Re: Legality.*

23.1    Consent of Hacker Johnson & Smith P.A.*

23.2    Consent  of  Carlton Fields,  P.A. (contained  in Exhibit
        5 to the Registration Statement).*

  24    Power  of  Attorney  (contained in  the Signature section
        of the Registration Statement).*

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

*  Exhibit filed herewith.

Item 9.  Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (1)   To  file,  during any period in which  offers  or
     sales are being made of the securities registered hereby,  a
     post-effective amendment to this registration statement:

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



                              -4-

<PAGE>


               (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  the  undertakings  set  forth  in
     paragraphs  (a)(1)(i) and (a)(1)(ii) above do not  apply  if
     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
     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
     should 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)   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.

     (c)   Insofar  as  indemnification for  liabilities  arising
under  the Securities 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 Securities Act and is, therefore, unenforceable.
In  the  event  that  a  claim for indemnification  against  such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person  of
the  registrant in the successful defense of any action, suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against public policy as  expressed  in
the Securities 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 had duly caused this registration statement  to  be
signed   on  its  behalf  by  the  undersigned,  thereunto   duly
authorized  in the City of Bradenton, State of Florida,  on  this
17th day of February, 2004.

                        COAST FINANCIAL HOLDINGS, INC.



                         By: /s/ Brian P. Peters
                            -------------------------------------
                            Brian P. Peters
                            President and Chief Executive Officer



                    POWER OF ATTORNEY



     KNOW  ALL  MEN BY THESE PRESENTS that each individual  whose
signature appears below constitutes and appoints Brian P.  Peters
and  James  K. Toomey and each or any one of them, his  true  and
lawful   attorneys-in-fact  and  agents,  with  full   power   of
substitution and resubstitution, for him and in his name,  place,
and  stead,  in  any  and all capacities, to  sign  any  and  all
amendments   (including  post-effective   amendments)   to   this
Registration  Statement, and to file the same, with all  Exhibits
thereto,  and  all other documents in connection therewith,  with
the  Securities  and  Exchange  Commission,  granting  unto  said
attorney-in-fact  and  agents and each of them,  full  power  and
authority  to  do  and  perform each  and  every  act  and  thing
requisite and necessary to be done in and about the premises,  as
fully  to  all intents and purposes as he might or  could  do  in
person,  hereby ratifying and confirming all that said attorneys-
in-fact and agents, or any of them, or his or their substitute or
substitutes,  may  lawfully do or cause  to  be  done  by  virtue
hereof.

     In   accordance  with  the  Securities  Act  of  1933,  this
Registration  Statement has been signed below  by  the  following
persons on behalf of the Registrant and in the capacities and  on
the dates indicated.



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

/s/  James K. Toomey       Chairman of the Board     February 17, 2004
-------------------------
     James K. Toomey


/s/  Frank J. Barkocy      Director                  February 17, 2004
-------------------------
     Frank J. Barkocy


/s/  C. Guy Batsel         Director                  February 17, 2004
-------------------------
     C. Guy Batsel


/s/  Joseph Gigliotti      Director                  February 17, 2004
-------------------------
     Joseph Gigliotti

                           Director                  February 17, 2004
-------------------------
     Bruce W. Hudson



<PAGE>


/s/  Kennedy Legler III    Director                  February 17, 2004
-------------------------
     Kennedy Legler III

/s/  Paul G. Nobbs         Director                  February 17, 2004
-------------------------
     Paul G. Nobbs

/s/  Thomas M. O'Brien     Director                  February 17, 2004
-------------------------
     Thomas M. O'Brien

/s/ Brian P. Peters        Director, President, and  February 17, 2004
-------------------------  Chief Executive Officer
     Brian P. Peters       (Principal Executive
                           Officer)


/s/  John R. Reinemeyer    Director                  February 17, 2004
-------------------------
     John R. Reinemeyer

/s/  Michael T. Ruffino    Director                  February 17, 2004
-------------------------
     Michael T. Ruffino

/s/  Brian Grimes          Chief Financial Officer   February 17, 2004
-------------------------  (Principal Financial
     Brian Grimes          Officer and Principal
                           Accounting Officer)


<PAGE>


                        INDEX TO EXHIBITS

Exhibit
Number                  Description of Exhibits
-------                 -----------------------

 4.1    Articles of Incorporation  of  the  Company, incorporated
        herein by reference  to  Exhibit  3.1  to  the  Company's
        Registration   Statement   on   Form   SB-2 (Registration
        No. 333-108567) previously filed with the Commission.

 4.2    Bylaws, incorporated  herein by  reference to Exhibit 3.2
        to  the  Company's  Registration Statement  on Form  SB-2
        (Registration No. 333-108567)  previously  filed with the
        Commission.

4.3     Coast Financial Holdings, Inc. 2003  Amended and Restated
        Stock Option Plan and Forms  of Nonqualified Stock Option
        Agreement   and   Incentive   Stock   Option   Agreement,
        incorporated  herein by reference  to Exhibit 10.2 to the
        Company's     Registration    Statement   on    Form SB-2
        (Registration  No. 333-108567)  previously filed with the
        Commission.

  5     Opinion of Carlton Fields, P.A. Re: Legality.*

23.1    Consent of Hacker Johnson & Smith P.A.*

23.2    Consent  of  Carlton Fields,  P.A. (contained  in Exhibit
        5 to the Registration Statement).*

  24    Power  of  Attorney  (contained in  the Signature section
        of the Registration Statement).*

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

*  Exhibit filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "form-s8.txt", "secsgml_size_bytes": 23549}]
{"company-data": {"conformed-name": "COAST FINANCIAL HOLDINGS INC", "cik": "0001262276", "assigned-sic": "6022", "irs-number": "141858265"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-112941", "film-number": "04613916"}, "business-address": {"street1": "2412 CORTEZ ROAD WEST", "city": "BRADENTON", "state": "FL", "zip": "34207", "phone": "9417525900"}, "mail-address": {"street1": "2412 CORTEZ ROAD WEST", "city": "BRADENTON", "state": "FL", "zip": "34207"}}
As filed with the Securities and Exchange Commission on February 18, 2004

                                    Registration Statement No. 333-

=========================================================================

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

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

                            FORM S-8

                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933

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

                 COAST FINANCIAL HOLDINGS, INC.
     ------------------------------------------------------
     (Exact Name of Registrant as Specified in its Charter)

            Florida                               14-1858265
-------------------------------              -------------------
(State or Other Jurisdiction of                (I.R.S. Employer
 Incorporation or Organization)              Identification No.)

                      2412 Cortez Road West
                    Bradenton, Florida 34207
                         (941) 752-5900
            ----------------------------------------
            (Address of Principal Executive Offices)

               COAST FINANCIAL HOLDINGS, INC. 2003
             AMENDED AND RESTATED STOCK OPTION PLAN
             --------------------------------------
                    (Full Title of the Plan)

                   BRIAN P. PETERS, President
                 Coast Financial Holdings, Inc.
                      2412 Cortez Road West
                    Bradenton, Florida 34207
                         (941) 752-5900
              -------------------------------------
              (Name, Address, and Telephone Number,
           Including Area Code, of Agent For Service)

                           COPIES TO:
                   RICHARD A. DENMON, Esquire
                      Carlton Fields, P.A.
                        One Harbour Place
               777 South Harbour Island Boulevard
                      Tampa, Florida  33602

                 CALCULATION OF REGISTRATION FEE
============================================================================================================

                                                   Proposed Maximum     Proposed Maximum
  Title of Each Class of          Amount To Be     Offering Price     Aggregate Offering       Amount of
Securities to be Registered       Registered(1)      Per Share               Price          Registration Fee
------------------------------------------------------------------------------------------------------------
Common Shares, $5.00 par value    405,000 shares       (2)                    (2)              $666.61
============================================================================================================
(1)  Pursuant  to Rule 416(c) promulgated under  the Securities  Act
     of  1933,  as amended, this registration statement  also covers
     any additional common shares which may be  issued in connection
     with  the  antidilution   provisions  of  the  Coast  Financial
     Holdings,  Inc.  2003 Amended  and Restated  Stock Option Plan.
     No additional fee is included for these shares.

(2)  Under the terms of the stock option plan, 405,000 common shares
     have  been  reserved  for  issuance.   As  of the date of  this
     registration  statement,  options to  purchase  388,400  common
     shares  have been issued and are currently outstanding.   These
     previously  granted options may be exercised  as  follows:  (a)
     81,800  common shares at an exercise price of $10.00 per share,
     (b)  27,600  common shares at an exercise price of  $10.50  per
     share,  (c)  190,000  common shares at  an  exercise  price  of
     $14.50  per share, and (d) 89,000 common shares at an  exercise
     price  of  $13.25 per share.  The offering price of $13.21  per
     share of the remaining 16,600 common shares under the plan  not
     yet  subject  to  options,  has been provided  solely  for  the
     purpose  of calculating the registration fee pursuant  to  Rule
     457(h) and was calculated based on the average of the high  and
     low  prices of Coast Financial Holdings, Inc.'s common  shares,
     as  reported  on  the Nasdaq SmallCap Market  on  February  10,
     2004.

=========================================================================
PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information specified in Item 1 and Item 2 of Part I of
Form S-8 is omitted from this filing in accordance with the
provisions of Rule 424 under the Securities Act of 1933, as
amended.  The documents containing the information specified in
Part I will be delivered to the participants in the plan covered
by this registration statement as required by Rule 428(b)(1).

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

     The following documents, previously filed on behalf of Coast
Financial Holdings, Inc., a Florida corporation (the "Company")
(Commission File No. 000-50433), with the Securities and Exchange
Commission (the "Commission"), are hereby incorporated by
reference into this Registration Statement as of their respective
dates:

     1.   The Company's Prospectus filed pursuant to Rule
          424(b)(1) on November 7, 2003;

     2.   The Company's Quarterly Report on Form 10-QSB for the
          period ended September 30, 2003, filed on December 31,
          2003;

     3.   The Company's Current Reports on Form 8-K filed on
          December 4, 2003, January 6, 2004, and January 29,
          2004; and

     4.   The description of the Company's common shares, par
          value $5.00 per share, contained in the Company's
          Registration Statement on Form 8-A declared effective
          on November 5, 2003 and any amendments or reports
          filed for the purpose of updating such description.

     All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), after the date of this
Registration Statement and prior to the filing of a post-
effective amendment hereto which indicate that all securities
offered have been sold or which deregister all such securities
then remaining unsold, shall be deemed to be incorporated herein
by reference and to be a part hereof from the date of filing such
documents.  Any statement contained herein or in any 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
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 to constitute a part of this
Registration Statement, except as so modified or superseded.

Item 4.     Description of Securities.

     Not applicable.

Item 5.  Interest of Named Experts and Counsel.

     Not applicable.

                              -2-
Item 6.  Indemnification of Directors and Officers.

     Section 607.0850(1) of the Florida Business Corporation Act
("FBCA") permits a Florida corporation to indemnify any person
who may be a party to any third party proceeding by reason of the
fact that such person is or was a director, officer, employee or
agent of the corporation, against liability incurred in
connection with such proceeding (including any appeal thereof) if
he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

     Section 607.0850(2) of the FBCA permits a Florida
corporation to indemnify any person who may be a party to a
derivative action if such person acted in any of the capacities
set forth in the preceding paragraph, against expenses and
amounts paid in settlement not exceeding, in the judgment of the
board of directors, the estimated expenses of litigating the
proceeding to conclusion, actually and reasonably incurred in
connection with the defense or settlement of such proceeding
(including appeals), provided that the person acted under the
standards set forth in the preceding paragraph.  However, no
indemnification shall be made for any claim, issue or matter for
which such person is found to be liable unless, and only to the
extent that, the court determines that, despite the adjudication
of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnification
for such expenses which the court deems proper.

     Section 607.0850(4) of the FCBA provides that any
indemnification made under the above provisions, unless pursuant
to a court determination, may be made only after a determination
that the person to be indemnified has met the standard of conduct
described above.  This determination is to be made by a majority
vote of a quorum consisting of the disinterested directors of the
board of directors, by duly selected independent legal counsel,
or by a majority vote of the disinterested shareholders.  The
board of directors also may designate a special committee of
disinterested directors to make this determination.

     Section 607.0850(3), however, provides that a Florida
corporation must indemnify any director, or officer, employee or
agent of a corporation who has been successful in the defense of
any proceeding referred to in Section 607.0850(1) or (2), or in
the defense of any claim, issue or matter therein, against
expenses actually and reasonably incurred by him in connection
therewith.

     Expenses incurred by a director or officer in defending a
civil or criminal proceeding may be paid by the corporation in
advance of the final disposition thereof upon receipt of an
undertaking by or on behalf of such director or officer to repay
such amount if it is ultimately determined that such director or
officer is not entitled to indemnification under Section
607.0850.  Expenses incurred by other employees or agents in such
a proceeding may be paid in advance of final disposition thereof
upon such terms or conditions that the board of directors deems
appropriate.

     The FBCA further provides that the indemnification and
advancement of payment provisions contained therein are not
exclusive and it specifically empowers a corporation to make any
other further indemnification or advancement of expenses under
any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both for actions taken in an official
capacity and for actions taken in other capacities while holding
an office.  However, a corporation cannot indemnify or advance
expenses if a judgment or other final adjudication establishes
that the actions of the director or officer were material to the
adjudicated cause of action and the director or officer (a)
violated criminal law, unless the director or officer had
reasonable cause to believe his conduct was lawful or had no
reasonable cause to believe his conduct was unlawful, (b) derived
an improper personal benefit from a transaction, (c) was or is a
director in a circumstance where the liability under Section
607.0834 (relating to unlawful distributions) applies, or (d)
engages in willful misconduct or conscious disregard for the best
interests of the corporation in a proceeding by or in right of
the corporation to procure a judgment in its favor or in a
proceeding by or in right of a shareholder.

                              -3-
The Company's Articles of Incorporation and Bylaws provide
that the Company shall indemnify any director or officer or any
former director or officer against any liability arising from any
action or suit to the full extent permitted by Florida law as
referenced above or as hereinafter amended by law.  Advances
against expenses may be made under the Company's Bylaws and any
other indemnification agreement that may be entered into by the
Company and the indemnity coverage provided thereunder may
include liabilities under the federal securities laws as well as
in other contexts.

     The Company has purchased insurance with respect to, among
other things, any liabilities that may arise under the statutory
provisions referred to above.

Item 7.     Exemption From Registration Claimed.

     Not applicable.

Item 8.     Exhibits.

Exhibit
Number                  Description of Exhibits
-------                 -----------------------

 4.1    Articles of Incorporation  of  the  Company, incorporated
        herein by reference  to  Exhibit  3.1  to  the  Company's
        Registration   Statement   on   Form   SB-2 (Registration
        No. 333-108567) previously filed with the Commission.

 4.2    Bylaws, incorporated  herein by  reference to Exhibit 3.2
        to  the  Company's  Registration Statement  on Form  SB-2
        (Registration No. 333-108567)  previously  filed with the
        Commission.

 4.3    Coast Financial Holdings, Inc. 2003  Amended and Restated
        Stock Option Plan and Forms  of Nonqualified Stock Option
        Agreement   and   Incentive   Stock   Option   Agreement,
        incorporated  herein by reference  to Exhibit 10.2 to the
        Company's     Registration    Statement   on    Form SB-2
        (Registration  No. 333-108567)  previously filed with the
        Commission.

  5     Opinion of Carlton Fields, P.A. Re: Legality.*

23.1    Consent of Hacker Johnson & Smith P.A.*

23.2    Consent  of  Carlton Fields,  P.A. (contained  in Exhibit
        5 to the Registration Statement).*

  24    Power  of  Attorney  (contained in  the Signature section
        of the Registration Statement).*

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

*  Exhibit filed herewith.

Item 9.  Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (1)   To  file,  during any period in which  offers  or
     sales are being made of the securities registered hereby,  a
     post-effective amendment to this registration statement:

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

                              -4-
(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  the  undertakings  set  forth  in
     paragraphs  (a)(1)(i) and (a)(1)(ii) above do not  apply  if
     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
     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
     should 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)   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.

     (c)   Insofar  as  indemnification for  liabilities  arising
under  the Securities 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 Securities Act and is, therefore, unenforceable.
In  the  event  that  a  claim for indemnification  against  such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person  of
the  registrant in the successful defense of any action, suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against public policy as  expressed  in
the Securities 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 had duly caused this registration statement  to  be
signed   on  its  behalf  by  the  undersigned,  thereunto   duly
authorized  in the City of Bradenton, State of Florida,  on  this
17th day of February, 2004.

                        COAST FINANCIAL HOLDINGS, INC.

                         By: /s/ Brian P. Peters
                            -------------------------------------
                            Brian P. Peters
                            President and Chief Executive Officer

                    POWER OF ATTORNEY

     KNOW  ALL  MEN BY THESE PRESENTS that each individual  whose
signature appears below constitutes and appoints Brian P.  Peters
and  James  K. Toomey and each or any one of them, his  true  and
lawful   attorneys-in-fact  and  agents,  with  full   power   of
substitution and resubstitution, for him and in his name,  place,
and  stead,  in  any  and all capacities, to  sign  any  and  all
amendments   (including  post-effective   amendments)   to   this
Registration  Statement, and to file the same, with all  Exhibits
thereto,  and  all other documents in connection therewith,  with
the  Securities  and  Exchange  Commission,  granting  unto  said
attorney-in-fact  and  agents and each of them,  full  power  and
authority  to  do  and  perform each  and  every  act  and  thing
requisite and necessary to be done in and about the premises,  as
fully  to  all intents and purposes as he might or  could  do  in
person,  hereby ratifying and confirming all that said attorneys-
in-fact and agents, or any of them, or his or their substitute or
substitutes,  may  lawfully do or cause  to  be  done  by  virtue
hereof.

     In   accordance  with  the  Securities  Act  of  1933,  this
Registration  Statement has been signed below  by  the  following
persons on behalf of the Registrant and in the capacities and  on
the dates indicated.

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

/s/  James K. Toomey       Chairman of the Board     February 17, 2004
-------------------------
     James K. Toomey

/s/  Frank J. Barkocy      Director                  February 17, 2004
-------------------------
     Frank J. Barkocy

/s/  C. Guy Batsel         Director                  February 17, 2004
-------------------------
     C. Guy Batsel

/s/  Joseph Gigliotti      Director                  February 17, 2004
-------------------------
     Joseph Gigliotti

                           Director                  February 17, 2004
-------------------------
     Bruce W. Hudson
/s/  Kennedy Legler III    Director                  February 17, 2004
-------------------------
     Kennedy Legler III

/s/  Paul G. Nobbs         Director                  February 17, 2004
-------------------------
     Paul G. Nobbs

/s/  Thomas M. O'Brien     Director                  February 17, 2004
-------------------------
     Thomas M. O'Brien

/s/ Brian P. Peters        Director, President, and  February 17, 2004
-------------------------  Chief Executive Officer
     Brian P. Peters       (Principal Executive
                           Officer)

/s/  John R. Reinemeyer    Director                  February 17, 2004
-------------------------
     John R. Reinemeyer

/s/  Michael T. Ruffino    Director                  February 17, 2004
-------------------------
     Michael T. Ruffino

/s/  Brian Grimes          Chief Financial Officer   February 17, 2004
-------------------------  (Principal Financial
     Brian Grimes          Officer and Principal
                           Accounting Officer)
INDEX TO EXHIBITS

Exhibit
Number                  Description of Exhibits
-------                 -----------------------

 4.1    Articles of Incorporation  of  the  Company, incorporated
        herein by reference  to  Exhibit  3.1  to  the  Company's
        Registration   Statement   on   Form   SB-2 (Registration
        No. 333-108567) previously filed with the Commission.

 4.2    Bylaws, incorporated  herein by  reference to Exhibit 3.2
        to  the  Company's  Registration Statement  on Form  SB-2
        (Registration No. 333-108567)  previously  filed with the
        Commission.

4.3     Coast Financial Holdings, Inc. 2003  Amended and Restated
        Stock Option Plan and Forms  of Nonqualified Stock Option
        Agreement   and   Incentive   Stock   Option   Agreement,
        incorporated  herein by reference  to Exhibit 10.2 to the
        Company's     Registration    Statement   on    Form SB-2
        (Registration  No. 333-108567)  previously filed with the
        Commission.

  5     Opinion of Carlton Fields, P.A. Re: Legality.*

23.1    Consent of Hacker Johnson & Smith P.A.*

23.2    Consent  of  Carlton Fields,  P.A. (contained  in Exhibit
        5 to the Registration Statement).*

  24    Power  of  Attorney  (contained in  the Signature section
        of the Registration Statement).*

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

*  Exhibit filed herewith.