Registration No. 333-______

      As filed with the Securities and Exchange Commission on July 25, 2005

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


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                       Atlantic Coast Federal Corporation
             (Exact Name of Registrant as Specified in its Charter)

            Federal                                      59-3764686
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                                505 Haines Avenue
                             Waycross, Georgia 31501
                    (Address of Principal Executive Offices)

                             Robert J. Larison, Jr.
                                505 Haines Avenue
                             Waycross, Georgia 31501
                     (Name and Address of Agent for Service)


            Atlantic Coast Federal Corporation 2005 Stock Option Plan
     Atlantic Coast Federal Corporation 2005 Recognition and Retention Plan
                            (Full Title of the Plans)

                                   Copies to:

        Robert J. Larison, Jr.                Richard S. Garabedian, Esquire
President and Chief Executive Officer          Luse Gorman Pomerenk & Schick
 Atlantic Coast Federal Corporation              A Professional Corporation
          505 Haines Avenue                 5335 Wisconsin Ave., N.W., Suite 400
       Waycross, Georgia 31501                    Washington, D.C.  20015
           (800) 342-2824                              (202) 274-2000
    (Name, Address and Telephone
     Number of Agent for Service)


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


         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. [x]


<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

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

   Title of Each Class                                Proposed               Proposed
      Of Securities               Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered (1)          Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------

<S>                            <C>                   <C>                    <C>                      <C>
Common stock, par value
$0.01 per share                712,827 (2)           $13.19 (3)             $9,402,188               $1,107
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                261,320 (4)           $13.19 (3)             $3,446,811                 $406
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                 23,811 (5)           $13.19 (3)               $314,067                  $37
--------------------------------------------------------------------------------------------------------------------

         Totals                997,958                                     $13,163,066               $1,550
====================================================================================================================
--------------
<FN>
(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the Atlantic Coast Federal  Corporation  2005 Stock Option Plan (the "Stock
     Option Plan") and the Atlantic Coast Federal  Corporation  2005 Recognition
     and Retention Plan (the  "Recognition  Plan") as a result of a stock split,
     stock  dividend or similar  adjustment of the  outstanding  common stock of
     Atlantic  Coast  Federal   Corporation   pursuant  to  17  C.F.R.   Section
     230.416(a).
(2)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance under the Stock Option Plan for any future stock option grants.
(3)  Determined  by  reference  to the fair market  value of the common stock on
     July 19, 2005, pursuant to 17 C.F.R. Section 230.457(c).
(4)  Represents  the  number  of  shares  of  restricted  stock  that  have been
     previously awarded under the Recognition Plan.
(5)  Represents  the  number of shares of common  stock  available  for award of
     restricted stock under the Recognition Plan.

</FN>
</TABLE>


     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.

PART I.

Items 1 and 2.  Plan Information and Registrant Information and Employee Plan
                Annual Information

     The documents  containing the  information  specified in Part I of Form S-8
have been or will be sent or given to participants in the Atlantic Coast Federal
Corporation  2005 Stock Option Plan (the "Stock  Option  Plan") and the Atlantic
Coast Federal  Corporation 2005 Recognition and Retention Plan (the "Recognition
Plan") as specified by Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities Act").

     Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

                                       2
<PAGE>

PART II.

Item 3.  Incorporation of Documents by Reference

     The following documents  previously or concurrently filed by Atlantic Coast
Federal  Corporation,  a federal corporation (the "Company") with the Commission
are hereby incorporated by reference in this Registration Statement:

     a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year  ended
December 31, 2004 (Commission File No. 000-50962),  filed with the Commission on
March 30, 2005 pursuant to Section 13(a) of the  Securities  and Exchange Act of
1934, as amended (the "Exchange Act");

     b) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act") since the end
of the year covered by the Annual  Report on Form 10-K referred to in (a) above;
and

     c)  The  description  of  the  Company's  common  stock  contained  in  the
Registration  Statement on Form 8-A filed with the  Commission  on September 28,
2004 (Commission File No. 000-50962).

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
Annual  Report on Form 10-K to the extent that a statement  contained  herein or
therein or in any other  subsequently filed document which also is, or is deemed
to be,  incorporated by reference  herein or therein modifies or supersedes such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement and the Annual Report on Form 10-K.

     The Company shall furnish  without charge to each person to whom the Annual
Report is  delivered,  on the written or oral request of such person,  a copy of
any or all of the documents  incorporated  by reference,  other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated).  Requests should be directed to Robert
J.  Larison,  Jr.,  Atlantic  Coast  Federal  Corporation,  505  Haines  Avenue,
Waycross, Georgia 31501, telephone number (800) 342-2824.

     All  information  appearing in this  Registration  Statement and the Annual
Report on Form 10-K is qualified  in its  entirety by the detailed  information,
including financial statements,  appearing in the documents  incorporated herein
or therein by reference.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

     Section  545.121  of the  Office of Thrift  Supervision  (OTS)  regulations
provides  indemnification  for  directors  and  officers of the  Atlantic  Coast
Federal.  Although  there are no  indemnification  provisions in the charter and
bylaws of the Registrant,  all the directors and officers of the Registrant hold
the same position with Atlantic Coast Federal and have indemnification under OTS
Regulations as described below.

                                       3

<PAGE>

     Generally,  federal  regulations  define areas for  indemnity  coverage for
federal savings associations 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 savings  association shall be
indemnified by the savings association for:

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

          (ii) Reasonable costs and expenses,  including  reasonable  attorneys'
     fees,  actually  paid or incurred by that person in  defending  or settling
     such action,  or in enforcing his or her rights under this section if he or
     she attains a favorable judgment in such enforcement action.

     (b)  Indemnification  shall be made to such person under  paragraph  (b) of
this Section only if:

          (i) Final judgment on the merits is in his or her favor; or

          (ii) In case of:

               a.   Settlement,
               b.   Final  judgment  against him or her, or
               c.   Final  judgment  in his  or her  favor,  other  than  on the
                    merits, if a majority of the disinterested  directors of the
                    savings  association  determine that he or she 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  he or she could
                    reasonably have believed under the  circumstances was in the
                    best  interest of the savings  association  or its  members.
                    However,  no  indemnification   shall  be  made  unless  the
                    association  gives the Office at least 60 days notice of its
                    intention  to make such  indemnification.  Such notice shall
                    state the facts on which the action arose,  the terms of any
                    settlement,  and any  disposition  of the action by a court.
                    Such notice,  a copy  thereof,  and a certified  copy of the
                    resolution  containing  the  required  determination  by the
                    board of directors  shall be sent to the Regional  Director,
                    who shall promptly  acknowledge receipt thereof.  The notice
                    period  shall  run from the  date of such  receipt.  No such
                    indemnification  shall  be  made  if  the  OTS  advises  the
                    association in writing,  within such notice  period,  of its
                    objection thereto.

     (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) "Court" includes,  without limitation, any court to which or
          in which any appeal or any proceeding for review is brought;

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

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

Item 7.  Exemption From Registration Claimed.

         Not applicable.

                                       4
<PAGE>

Item 8.  List of Exhibits.

<TABLE>
<CAPTION>

 Regulation                                                                            Reference to Prior Filing
 S-K Exhibit                                                                             or Exhibit No. attached
   Number                                       Document                                        hereto
   ------                                       --------                                        ------
<S>               <C>                                                                      <C>
       4          Form of Common Stock Certificate                                                    *

       5          Opinion of Luse Gorman Pomerenk & Schick, A Professional Corporation            Exhibit 5

      10.1        Atlantic Coast Federal Corporation 2005 Stock Option Plan                           **

      10.2        Atlantic Coast Federal Corporation 2005 Recognition and Retention                   **
                  Plan

      23.1        Consent of Luse Gorman Pomerenk & Schick, A Professional Corporation      Contained in Exhibit 5

      23.2        Consent of Crowe Chizek and Company LLC                                        Exhibit 23.2

       24         Power of Attorney                                                      Contained on Signature Page

-----------------------
<FN>
*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form S-1 Registration Number 333-113923) as filed on March 25, 2004, and as
     amended on May 3, 2004, May 12, 2004, July 15, 2004, and August 4, 2004.
**   Incorporated by reference to the Company's Proxy Statement  relating to the
     Company's  May 27,  2005  annual  meeting of  stockholders,  filed with the
     Commission on April 7, 2005.
</FN>
</TABLE>

Item 9.  Undertakings

     The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this registration statement to include any material
information with respect to the plan  distribution  not previously  disclosed in
this  registration  statement or any material change to such information in this
registration statement;

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

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

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities  Exchange Act of 1934 (and,  where  applicable,  each
filing of an employee  benefit plan's annual report pursuant to Section 15(d) of
the  Securities and Exchange Act of 1934) 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; and

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being

                                       5
<PAGE>

registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                       6
<PAGE>



                                   SIGNATURES

     The Registrant. 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 Waycross, State of Georgia, on this 25th day of
July, 2005.

                                           ATLANTIC COAST FEDERAL CORPORATION


                                      By:  /s/ Robert J. Larison, Jr.
                                           -------------------------------------
                                           Robert J. Larison, Jr.
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  directors  and  officers  of Atlantic  Coast  Federal
Corporation (the "Company")  hereby  severally  constitute and appoint Robert J.
Larison, Jr. as our true and lawful attorney and agent, to do any and all things
in our names in the capacities indicated below which said Robert J. Larison, Jr.
may deem  necessary  or  advisable  to enable  the  Company  to comply  with the
Securities  Act of 1933,  and any rules,  regulations  and  requirements  of the
Securities  and Exchange  Commission,  in connection  with the  registration  of
common stock underlying the Atlantic Coast Federal Corporation 2005 Stock Option
Plan and the Atlantic Coast Federal  Corporation  2005 Recognition and Retention
Plan,  including  specifically,  but not limited to, power and authority to sign
for 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 approve, ratify and confirm all that said Robert J. Larison, Jr. shall do
or cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the date indicated.

        Signatures                          Title                     Date


/s/ Robert J. Larison, Jr.      President, Chief Executive        July 25, 2005
-----------------------------   Officer and Director (Principal   -------------
Robert J. Larison, Jr.          Executive Officer)


/s/ Jon C. Parker, Sr.          Vice President, Chief Financial   July 25, 2005
-----------------------------   Officer and Director (Principal   -------------
Jon C. Parker, Sr.              Financial and Accounting Officer)


/s/ Charles E. Martin, Jr.      Chairman of the Board             July 25, 2005
-----------------------------                                     -------------
Charles E. Martin, Jr.


                                Director
-----------------------------                                     -------------
Thomas F. Beeckler

<PAGE>


                                Director
-----------------------------                                     -------------
Frederick D. Franklin, Jr.


                                Director
-----------------------------                                     -------------
W. Eric Palmer


                                Director
-----------------------------                                     -------------
Robert J. Smith


/s/ Forrest W. Sweat, Jr.       Director                          July 25, 2005
-----------------------------                                     -------------
Forrest W. Sweat, Jr.


/s/ H. Dennis Woods             Director                          July 25, 2005
-----------------------------                                     -------------
H. Dennis Woods







<PAGE>



                                  EXHIBIT INDEX


Exhibit Number          Description
--------------          -----------

      4                 Form of Common Stock Certificate*

      5                 Opinion of Luse Gorman Pomerenk & Schick, A Professional
                        Corporation

      10.1              Atlantic Coast Federal Corporation 2005 Stock Option
                        Plan **

      10.2              Atlantic Coast Federal Corporation 2005 Recognition and
                        Retention Plan**

      23.1              Consent of Luse Gorman Pomerenk & Schick, A Professional
                        Corporation (contained in Exhibit 5)

      23.2              Consent of Crowe Chizek and Company LLC

      24                Power of Attorney (contained in the signature page to
                        this Registration Statement).
------------------
*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form S-1  Registration  Number  333-113923) as filed March 25, 2004, and as
     amended on May 3, 2004, May 12, 2004, July 15, 2004 and August 4, 2004.
**   Incorporated by reference to the Company's Proxy Statement  relating to the
     Company's  May 27,  2005  annual  meeting of  stockholders,  filed with the
     Commission on April 7, 2005.
[{"type": "S-8", "sequence": "1", "filename": "forms8_072505.txt", "secsgml_size_bytes": 23533}]
{"company-data": {"conformed-name": "ATLANTIC COAST FEDERAL CORP", "cik": "0001284077", "assigned-sic": "6035", "irs-number": "593764686", "state-of-incorporation": "X1", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-126861", "film-number": "05971672"}, "business-address": {"street1": "505 HAINES AVENUE", "city": "WAYCROSS", "state": "GA", "zip": "31501", "phone": "9122834711"}, "mail-address": {"street1": "505 HAINES AVENUE", "city": "WAYCROSS", "state": "GA", "zip": "31501"}}
Registration No. 333-______

      As filed with the Securities and Exchange Commission on July 25, 2005

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       Atlantic Coast Federal Corporation
             (Exact Name of Registrant as Specified in its Charter)

            Federal                                      59-3764686
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                                505 Haines Avenue
                             Waycross, Georgia 31501
                    (Address of Principal Executive Offices)

                             Robert J. Larison, Jr.
                                505 Haines Avenue
                             Waycross, Georgia 31501
                     (Name and Address of Agent for Service)

            Atlantic Coast Federal Corporation 2005 Stock Option Plan
     Atlantic Coast Federal Corporation 2005 Recognition and Retention Plan
                            (Full Title of the Plans)

                                   Copies to:

        Robert J. Larison, Jr.                Richard S. Garabedian, Esquire
President and Chief Executive Officer          Luse Gorman Pomerenk & Schick
 Atlantic Coast Federal Corporation              A Professional Corporation
          505 Haines Avenue                 5335 Wisconsin Ave., N.W., Suite 400
       Waycross, Georgia 31501                    Washington, D.C.  20015
           (800) 342-2824                              (202) 274-2000
    (Name, Address and Telephone
     Number of Agent for Service)

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

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. [x]
CALCULATION OF REGISTRATION FEE

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

   Title of Each Class                                Proposed               Proposed
      Of Securities               Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered (1)          Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                712,827 (2)           $13.19 (3)             $9,402,188               $1,107
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                261,320 (4)           $13.19 (3)             $3,446,811                 $406
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                 23,811 (5)           $13.19 (3)               $314,067                  $37
--------------------------------------------------------------------------------------------------------------------

         Totals                997,958                                     $13,163,066               $1,550
====================================================================================================================
--------------
(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the Atlantic Coast Federal  Corporation  2005 Stock Option Plan (the "Stock
     Option Plan") and the Atlantic Coast Federal  Corporation  2005 Recognition
     and Retention Plan (the  "Recognition  Plan") as a result of a stock split,
     stock  dividend or similar  adjustment of the  outstanding  common stock of
     Atlantic  Coast  Federal   Corporation   pursuant  to  17  C.F.R.   Section
     230.416(a).
(2)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance under the Stock Option Plan for any future stock option grants.
(3)  Determined  by  reference  to the fair market  value of the common stock on
     July 19, 2005, pursuant to 17 C.F.R. Section 230.457(c).
(4)  Represents  the  number  of  shares  of  restricted  stock  that  have been
     previously awarded under the Recognition Plan.
(5)  Represents  the  number of shares of common  stock  available  for award of
     restricted stock under the Recognition Plan.
This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.

PART I.

Items 1 and 2.  Plan Information and Registrant Information and Employee Plan
                Annual Information

     The documents  containing the  information  specified in Part I of Form S-8
have been or will be sent or given to participants in the Atlantic Coast Federal
Corporation  2005 Stock Option Plan (the "Stock  Option  Plan") and the Atlantic
Coast Federal  Corporation 2005 Recognition and Retention Plan (the "Recognition
Plan") as specified by Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities Act").

     Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

                                       2
PART II.

Item 3.  Incorporation of Documents by Reference

     The following documents  previously or concurrently filed by Atlantic Coast
Federal  Corporation,  a federal corporation (the "Company") with the Commission
are hereby incorporated by reference in this Registration Statement:

     a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year  ended
December 31, 2004 (Commission File No. 000-50962),  filed with the Commission on
March 30, 2005 pursuant to Section 13(a) of the  Securities  and Exchange Act of
1934, as amended (the "Exchange Act");

     b) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act") since the end
of the year covered by the Annual  Report on Form 10-K referred to in (a) above;
and

     c)  The  description  of  the  Company's  common  stock  contained  in  the
Registration  Statement on Form 8-A filed with the  Commission  on September 28,
2004 (Commission File No. 000-50962).

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
Annual  Report on Form 10-K to the extent that a statement  contained  herein or
therein or in any other  subsequently filed document which also is, or is deemed
to be,  incorporated by reference  herein or therein modifies or supersedes such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement and the Annual Report on Form 10-K.

     The Company shall furnish  without charge to each person to whom the Annual
Report is  delivered,  on the written or oral request of such person,  a copy of
any or all of the documents  incorporated  by reference,  other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated).  Requests should be directed to Robert
J.  Larison,  Jr.,  Atlantic  Coast  Federal  Corporation,  505  Haines  Avenue,
Waycross, Georgia 31501, telephone number (800) 342-2824.

     All  information  appearing in this  Registration  Statement and the Annual
Report on Form 10-K is qualified  in its  entirety by the detailed  information,
including financial statements,  appearing in the documents  incorporated herein
or therein by reference.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

     Section  545.121  of the  Office of Thrift  Supervision  (OTS)  regulations
provides  indemnification  for  directors  and  officers of the  Atlantic  Coast
Federal.  Although  there are no  indemnification  provisions in the charter and
bylaws of the Registrant,  all the directors and officers of the Registrant hold
the same position with Atlantic Coast Federal and have indemnification under OTS
Regulations as described below.

                                       3
Generally,  federal  regulations  define areas for  indemnity  coverage for
federal savings associations 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 savings  association shall be
indemnified by the savings association for:

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

          (ii) Reasonable costs and expenses,  including  reasonable  attorneys'
     fees,  actually  paid or incurred by that person in  defending  or settling
     such action,  or in enforcing his or her rights under this section if he or
     she attains a favorable judgment in such enforcement action.

     (b)  Indemnification  shall be made to such person under  paragraph  (b) of
this Section only if:

          (i) Final judgment on the merits is in his or her favor; or

          (ii) In case of:

               a.   Settlement,
               b.   Final  judgment  against him or her, or
               c.   Final  judgment  in his  or her  favor,  other  than  on the
                    merits, if a majority of the disinterested  directors of the
                    savings  association  determine that he or she 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  he or she could
                    reasonably have believed under the  circumstances was in the
                    best  interest of the savings  association  or its  members.
                    However,  no  indemnification   shall  be  made  unless  the
                    association  gives the Office at least 60 days notice of its
                    intention  to make such  indemnification.  Such notice shall
                    state the facts on which the action arose,  the terms of any
                    settlement,  and any  disposition  of the action by a court.
                    Such notice,  a copy  thereof,  and a certified  copy of the
                    resolution  containing  the  required  determination  by the
                    board of directors  shall be sent to the Regional  Director,
                    who shall promptly  acknowledge receipt thereof.  The notice
                    period  shall  run from the  date of such  receipt.  No such
                    indemnification  shall  be  made  if  the  OTS  advises  the
                    association in writing,  within such notice  period,  of its
                    objection thereto.

     (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) "Court" includes,  without limitation, any court to which or
          in which any appeal or any proceeding for review is brought;

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

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

Item 7.  Exemption From Registration Claimed.

         Not applicable.

                                       4
Item 8.  List of Exhibits.
Regulation                                                                            Reference to Prior Filing
 S-K Exhibit                                                                             or Exhibit No. attached
   Number                                       Document                                        hereto
   ------                                       --------                                        ------
4          Form of Common Stock Certificate                                                    *

       5          Opinion of Luse Gorman Pomerenk & Schick, A Professional Corporation            Exhibit 5

      10.1        Atlantic Coast Federal Corporation 2005 Stock Option Plan                           **

      10.2        Atlantic Coast Federal Corporation 2005 Recognition and Retention                   **
                  Plan

      23.1        Consent of Luse Gorman Pomerenk & Schick, A Professional Corporation      Contained in Exhibit 5

      23.2        Consent of Crowe Chizek and Company LLC                                        Exhibit 23.2

       24         Power of Attorney                                                      Contained on Signature Page

-----------------------
*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form S-1 Registration Number 333-113923) as filed on March 25, 2004, and as
     amended on May 3, 2004, May 12, 2004, July 15, 2004, and August 4, 2004.
**   Incorporated by reference to the Company's Proxy Statement  relating to the
     Company's  May 27,  2005  annual  meeting of  stockholders,  filed with the
     Commission on April 7, 2005.
Item 9.  Undertakings

     The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this registration statement to include any material
information with respect to the plan  distribution  not previously  disclosed in
this  registration  statement or any material change to such information in this
registration statement;

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

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

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities  Exchange Act of 1934 (and,  where  applicable,  each
filing of an employee  benefit plan's annual report pursuant to Section 15(d) of
the  Securities and Exchange Act of 1934) 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; and

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being

                                       5
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       6
SIGNATURES

     The Registrant. 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 Waycross, State of Georgia, on this 25th day of
July, 2005.

                                           ATLANTIC COAST FEDERAL CORPORATION

                                      By:  /s/ Robert J. Larison, Jr.
                                           -------------------------------------
                                           Robert J. Larison, Jr.
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  directors  and  officers  of Atlantic  Coast  Federal
Corporation (the "Company")  hereby  severally  constitute and appoint Robert J.
Larison, Jr. as our true and lawful attorney and agent, to do any and all things
in our names in the capacities indicated below which said Robert J. Larison, Jr.
may deem  necessary  or  advisable  to enable  the  Company  to comply  with the
Securities  Act of 1933,  and any rules,  regulations  and  requirements  of the
Securities  and Exchange  Commission,  in connection  with the  registration  of
common stock underlying the Atlantic Coast Federal Corporation 2005 Stock Option
Plan and the Atlantic Coast Federal  Corporation  2005 Recognition and Retention
Plan,  including  specifically,  but not limited to, power and authority to sign
for 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 approve, ratify and confirm all that said Robert J. Larison, Jr. shall do
or cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the date indicated.

        Signatures                          Title                     Date

/s/ Robert J. Larison, Jr.      President, Chief Executive        July 25, 2005
-----------------------------   Officer and Director (Principal   -------------
Robert J. Larison, Jr.          Executive Officer)

/s/ Jon C. Parker, Sr.          Vice President, Chief Financial   July 25, 2005
-----------------------------   Officer and Director (Principal   -------------
Jon C. Parker, Sr.              Financial and Accounting Officer)

/s/ Charles E. Martin, Jr.      Chairman of the Board             July 25, 2005
-----------------------------                                     -------------
Charles E. Martin, Jr.

                                Director
-----------------------------                                     -------------
Thomas F. Beeckler
Director
-----------------------------                                     -------------
Frederick D. Franklin, Jr.

                                Director
-----------------------------                                     -------------
W. Eric Palmer

                                Director
-----------------------------                                     -------------
Robert J. Smith

/s/ Forrest W. Sweat, Jr.       Director                          July 25, 2005
-----------------------------                                     -------------
Forrest W. Sweat, Jr.

/s/ H. Dennis Woods             Director                          July 25, 2005
-----------------------------                                     -------------
H. Dennis Woods
EXHIBIT INDEX

Exhibit Number          Description
--------------          -----------

      4                 Form of Common Stock Certificate*

      5                 Opinion of Luse Gorman Pomerenk & Schick, A Professional
                        Corporation

      10.1              Atlantic Coast Federal Corporation 2005 Stock Option
                        Plan **

      10.2              Atlantic Coast Federal Corporation 2005 Recognition and
                        Retention Plan**

      23.1              Consent of Luse Gorman Pomerenk & Schick, A Professional
                        Corporation (contained in Exhibit 5)

      23.2              Consent of Crowe Chizek and Company LLC

      24                Power of Attorney (contained in the signature page to
                        this Registration Statement).
------------------
*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form S-1  Registration  Number  333-113923) as filed March 25, 2004, and as
     amended on May 3, 2004, May 12, 2004, July 15, 2004 and August 4, 2004.
**   Incorporated by reference to the Company's Proxy Statement  relating to the
     Company's  May 27,  2005  annual  meeting of  stockholders,  filed with the
     Commission on April 7, 2005.