Registration No. 333-_____
As filed with the Securities and Exchange
Commission on May 24, 1999

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                                KSB Bancorp, Inc.
              -----------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

         Delaware                                      04-3189069
--------------------------------------------------------------------------------
   (State of Incorporation)              (IRS Employer Identification No.)

                                   Main Street
                             Kingfield, Maine 04947
--------------------------------------------------------------------------------
                      (Address of Principal Executive Offices)



                                KSB Bancorp, Inc.
                   1998 Long-Term Incentive Stock Benefit Plan
--------------------------------------------------------------------------------
                            (Full Title of the Plan)



                                   Copies to:
 John C. Witherspoon                               John J. Gorman, Esquire
 President and Chief Executive Officer            Edward A. Quint, Esquire
 KSB Bancorp, Inc.                         Luse Lehman Gorman Pomerenk & Schick
 Main Street                                    A Professional Corporation
 Kingfield, Maine 04947                        5335 Wisconsin Ave., N.W., #400
 (207) 265-2181                                  Washington, D.C.  20015
                                                      (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>

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
       Title of                                      Proposed                Proposed
      Securities               Amount                 Maximum                Maximum               Amount of
         to be                  to be             Offering Price            Aggregate             Registration
      Registered           Registered (1)            Per Share            Offering Price              Fee
--------------------------------------------------------------------------------------------------------------------
Options to Purchase
Common Stock

<S>                    <C>           <C>             <C>                           <C>
Common Stock, par      58,000 shares (2)             $18.50(3)                     $1,073,000
value $.01 per share                                                                                  $298

Common Stock, par      3,500 shares (2)              $15.50(3)                        $54,250
value $.01 per share                                                                                  $15

Common Stock, par      8,500 shares (4)              $13.00(3)                       $110,500
                       ------------                                                   -------
value $.01 per share                                                                                  $31
                                                                                                       --

        Total:         70,000  shares                                              $1,237,750         $344
                       ==============                                              ==========         ====
</TABLE>

--------------
(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the KSB Bancorp,  Inc.  1998  Long-Term  Incentive  Stock Benefit Plan (the
     "Incentive  Plan"),  as the  result of a stock  split,  stock  dividend  or
     similar  adjustment of the  outstanding  Common Stock of KSB Bancorp,  Inc.
     pursuant to 17 C.F.R.  ss.  230.416(a).  (2)  Represents  shares  currently
     reserved for issuance pursuant to options granted under the Incentive Plan.
     (3) Determined by the exercise  price of the options  pursuant to 17 C.F.R.
     ss.  230.457(h)(1).  (4) Represents shares currently  reserved for issuance
     pursuant to ungranted options under the Incentive 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.

<PAGE>

PART I.

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

     This  Registration  Statement  relates  to the  registration  of options to
purchase  up to 70,000  shares of common  stock,  par value  $.01 per share (the
"Common Stock"), of KSB Bancorp,  Inc. (the "Company") pursuant to the Incentive
Plan and 70,000  shares of Common Stock  reserved for issuance and delivery upon
the exercise of options  under the  Incentive  Plan.  Documents  containing  the
information  required by Part I of the Registration  Statement have been or will
be sent or given to  participants  in the  Incentive  Plan, as  appropriate,  as
specified by Securities  Act Rule  428(b)(1).  Such documents are not filed with
the Securities and Exchange  Commission  (the  "Commission"  or "SEC") either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 in reliance on Rule 428.

PART II.

Item 3.  Incorporation of Documents by Reference

     All documents  filed by the Company  pursuant to Sections 13(a) and (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 to be  incorporated  by reference to this  registration  statement and be
part hereof from the date of filing of such documents.  Any statement  contained
in this  Registration  Statement,  or in a document  incorporated  by  reference
herein,  shall be deemed to be  modified  or  superseded  for  purposes  of this
Registration  Statement to the extent that a statement  contained  herein, or in
any other  subsequently  filed document which also is  incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

     The  following  documents  filed or to be filed  with  the  Commission  are
incorporated by reference in this Registration Statement:

     (a)  The Company's Annual Report on Form 10-KSB for the year ended December
          31,  1998,  filed with the  Securities  and Exchange  Commission  (the
          "SEC") on March 31, 1999.

     (b)  All other reports  filed by the Company  pursuant to Section 13(a) and
          15(d) of the  Exchange Act since the end of the fiscal year covered by
          the Annual Report referred to above.

     (c)  The Company's Proxy  Statement  relating to the Company's May 13, 1998
          annual meeting of stockholders, filed with the SEC on April 8, 1998.

     (d)  The  description  of the Common Stock  contained  in the  Registration
          Statement on Form S-1 (Commission File No. 33-59744), originally filed
          by the Company under the  Securities Act of 1933 with the SEC on March
          18, 1993.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

<PAGE>


Item 6.  Indemnification of Directors and Officers

     Directors  and officers of the Company are  indemnified  and held  harmless
against liability to the fullest extent  permissible by the general  corporation
law of Delaware as it  currently  exists or as it may be amended,  provided  any
such  amendment  provides  broader  indemnification  provisions  than  currently
exists.  This  indemnification  applies  to the  directors  who  administer  the
Incentive Plan.

     The terms of the indemnification are set forth in the Company's Certificate
of Incorporation.  The indemnification  applies unless the director did not meet
the standards of conduct which make it permissible under the general corporation
law of  Delaware  for the  Company  to  indemnify  the  director  for the amount
claimed, but the burden of proving such defense is on the Company.

     The Company is also permitted  under the  Certificate of  Incorporation  to
maintain directors' and officers' liability insurance covering its directors and
officers and has obtained a directors' and officers'  liability and  corporation
reimbursement  policy which (subject to certain limitations and deductibles) (i)
insures  officers and directors of the Company against loss arising from certain
claims made  against  them by reason of their being such  directors or officers;
and (ii) insures the Company  against loss which it may be required or permitted
to pay as indemnification to its directors and officers for certain claims.

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

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.

     The following  exhibits are filed with or  incorporated  by reference  into
this Registration Statement on Form S-8:

     4    KSB  Bancorp,   Inc.  1998  Long-Term  Incentive  Stock  Benefit  Plan
          (Incorporated  by  reference  to Appendix A of the  Registran's  Proxy
          Statement  relating to the  Company's  May 13, 1998 annual  meeting of
          stockholders).

     5    Opinion  of Luse  Lehman  Gorman  Pomerenk  & Schick,  A  Professional
          Corporation as to the legality of the Common Stock registered hereby.

     23.1 Consent  of Luse  Lehman  Gorman  Pomerenk  & Schick,  A  Professional
          Corporation (contained in the opinion included as Exhibit 5).

     23.2 Consent of Berry, Dunn, McNeil & Parker.


<PAGE>


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  registration  statement 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 1998 Long-Term Incentive Stock Benefit 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 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  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.


<PAGE>

                                  EXHIBIT INDEX


Exhibit Number                      Description


      5                Opinion of Luse Lehman Gorman Pomerenk & Schick,
                       A Professional Corporation as to the legality of the
                       Common Stock registered hereby.

      23.1             Consent of Luse Lehman Gorman Pomerenk & Schick, A
                       Professional Corporation (contained in the opinion
                       included as Exhibit 5).

      23.2             Consent of Berry, Dunn, McNeil & Parker.



<PAGE>


     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 Kingfield,  State of Maine, on this 18th day of
May, 1999.

         KSB Bancorp, Inc.


By:   /s/ John C. Witherspoon
      John C. Witherspoon, President and
        Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.



By: /s/ John C. Witherspoon                By: /s/ John E. Thien
    John C. Witherspoon, President, Chief      John E. Thien, Vice President and
    Executive Officer and Director             Chief Financial Officer
    (Principal Executive Officer)              (Principal Financial and
                                               Accounting Officer)

Date: May 18, 1999                         Date: May 18, 1999



By: /s/ Winfield R. Robinson               By: /s/ Roger G. Spear
    Winfield F. Robinson, Chairman             Roger G. Spear, Director

Date: May 18, 1999                         Date: May 18, 1999



By: /s/ William P. Dubord                  By: /s/ Theodore C. Johnson
    William P. Dubord, Director                Theodore C. Johnson, Director

Date: May 18, 1999                         Date: May 18, 1999



By: /s/ G. Norton Luce
    G. Norton Luce, Director

Date: May 18, 1999





<PAGE>






                 OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK



<PAGE>






           [LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.]




May 24, 1999                                                      (202) 274-2000

Board of Directors
KSB Bancorp, Inc.
Main Street
Kingfield, Maine 04947

                  Re:      KSB Bancorp, Inc.
                           Registration Statement on Form S-8

Ladies and Gentlemen:

         You have  requested  the opinion of this firm as to certain  matters in
connection with the offer and sale of KSB Bancorp,  Inc. (the "Company")  common
stock,  par value  $.01 per share  (the  "Common  Stock"),  pursuant  to the KSB
Bancorp,  Inc. 1998 Long-Term Incentive Stock Benefit Plan (the "Plan"). We have
reviewed the Company's Certificate of Incorporation,  Registration  Statement on
Form S-8 (the  "Form  S-8"),  as well as  applicable  statutes  and  regulations
governing the Company and the offer and sale of the Common Stock.

         Based on the foregoing, we are of the following opinion:

         Upon the  effectiveness of the Form S-8, the Common Stock, when sold in
         connection with the exercise of options  granted  pursuant to the Plan,
         will be legally issued, fully paid and non-assessable.

         This  opinion  has been  prepared  solely for the use of the Company in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the form S-8.
                                        Very truly yours,


                                   /s/  Luse   Lehman   Gorman Pomerenk & Schick
                                        LUSE LEHMAN  GORMAN  POMERENK  & SCHICK
                                        A Professional Corporation


<PAGE>


                                  EXHIBIT 23.2

                     CONSENT OF BERRY, DUNN, McNEIL & PARKER


<PAGE>


                  [LETTERHEAD OF BERRY, DUNN, McNEIL & PARKER]



                         CONSENT OF INDEPENDENT AUDITORS


We have issued our report dated January 21, 1999,  accompanying the consolidated
financial statements of KSB Bancorp,  Inc. and Subsidiary included in the Annual
Report on Form 10-KSB for the year ending  December 31, 1998.  We consent to the
incorporation by reference of said report in the  Registration  Statement of KSB
Bancorp, Inc. on Form S-8.


/s/ BERRY, DUNN, McNEIL & PARKER


Portland, Maine
May 24, 1999
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR KBS BANCORP", "secsgml_size_bytes": 18898}]
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Registration No. 333-_____
As filed with the Securities and Exchange
Commission on May 24, 1999

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                KSB Bancorp, Inc.
              -----------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

         Delaware                                      04-3189069
--------------------------------------------------------------------------------
   (State of Incorporation)              (IRS Employer Identification No.)

                                   Main Street
                             Kingfield, Maine 04947
--------------------------------------------------------------------------------
                      (Address of Principal Executive Offices)

                                KSB Bancorp, Inc.
                   1998 Long-Term Incentive Stock Benefit Plan
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                                   Copies to:
 John C. Witherspoon                               John J. Gorman, Esquire
 President and Chief Executive Officer            Edward A. Quint, Esquire
 KSB Bancorp, Inc.                         Luse Lehman Gorman Pomerenk & Schick
 Main Street                                    A Professional Corporation
 Kingfield, Maine 04947                        5335 Wisconsin Ave., N.W., #400
 (207) 265-2181                                  Washington, D.C.  20015
                                                      (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                                      Proposed                Proposed
      Securities               Amount                 Maximum                Maximum               Amount of
         to be                  to be             Offering Price            Aggregate             Registration
      Registered           Registered (1)            Per Share            Offering Price              Fee
--------------------------------------------------------------------------------------------------------------------
Options to Purchase
Common Stock
Common Stock, par      58,000 shares (2)             $18.50(3)                     $1,073,000
value $.01 per share                                                                                  $298

Common Stock, par      3,500 shares (2)              $15.50(3)                        $54,250
value $.01 per share                                                                                  $15

Common Stock, par      8,500 shares (4)              $13.00(3)                       $110,500
                       ------------                                                   -------
value $.01 per share                                                                                  $31
                                                                                                       --

        Total:         70,000  shares                                              $1,237,750         $344
                       ==============                                              ==========         ====
--------------
(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 KSB Bancorp,  Inc.  1998  Long-Term  Incentive  Stock Benefit Plan (the
     "Incentive  Plan"),  as the  result of a stock  split,  stock  dividend  or
     similar  adjustment of the  outstanding  Common Stock of KSB Bancorp,  Inc.
     pursuant to 17 C.F.R.  ss.  230.416(a).  (2)  Represents  shares  currently
     reserved for issuance pursuant to options granted under the Incentive Plan.
     (3) Determined by the exercise  price of the options  pursuant to 17 C.F.R.
     ss.  230.457(h)(1).  (4) Represents shares currently  reserved for issuance
     pursuant to ungranted options under the Incentive 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

     This  Registration  Statement  relates  to the  registration  of options to
purchase  up to 70,000  shares of common  stock,  par value  $.01 per share (the
"Common Stock"), of KSB Bancorp,  Inc. (the "Company") pursuant to the Incentive
Plan and 70,000  shares of Common Stock  reserved for issuance and delivery upon
the exercise of options  under the  Incentive  Plan.  Documents  containing  the
information  required by Part I of the Registration  Statement have been or will
be sent or given to  participants  in the  Incentive  Plan, as  appropriate,  as
specified by Securities  Act Rule  428(b)(1).  Such documents are not filed with
the Securities and Exchange  Commission  (the  "Commission"  or "SEC") either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 in reliance on Rule 428.

PART II.

Item 3.  Incorporation of Documents by Reference

     All documents  filed by the Company  pursuant to Sections 13(a) and (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 to be  incorporated  by reference to this  registration  statement and be
part hereof from the date of filing of such documents.  Any statement  contained
in this  Registration  Statement,  or in a document  incorporated  by  reference
herein,  shall be deemed to be  modified  or  superseded  for  purposes  of this
Registration  Statement to the extent that a statement  contained  herein, or in
any other  subsequently  filed document which also is  incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

     The  following  documents  filed or to be filed  with  the  Commission  are
incorporated by reference in this Registration Statement:

     (a)  The Company's Annual Report on Form 10-KSB for the year ended December
          31,  1998,  filed with the  Securities  and Exchange  Commission  (the
          "SEC") on March 31, 1999.

     (b)  All other reports  filed by the Company  pursuant to Section 13(a) and
          15(d) of the  Exchange Act since the end of the fiscal year covered by
          the Annual Report referred to above.

     (c)  The Company's Proxy  Statement  relating to the Company's May 13, 1998
          annual meeting of stockholders, filed with the SEC on April 8, 1998.

     (d)  The  description  of the Common Stock  contained  in the  Registration
          Statement on Form S-1 (Commission File No. 33-59744), originally filed
          by the Company under the  Securities Act of 1933 with the SEC on March
          18, 1993.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.
Item 6.  Indemnification of Directors and Officers

     Directors  and officers of the Company are  indemnified  and held  harmless
against liability to the fullest extent  permissible by the general  corporation
law of Delaware as it  currently  exists or as it may be amended,  provided  any
such  amendment  provides  broader  indemnification  provisions  than  currently
exists.  This  indemnification  applies  to the  directors  who  administer  the
Incentive Plan.

     The terms of the indemnification are set forth in the Company's Certificate
of Incorporation.  The indemnification  applies unless the director did not meet
the standards of conduct which make it permissible under the general corporation
law of  Delaware  for the  Company  to  indemnify  the  director  for the amount
claimed, but the burden of proving such defense is on the Company.

     The Company is also permitted  under the  Certificate of  Incorporation  to
maintain directors' and officers' liability insurance covering its directors and
officers and has obtained a directors' and officers'  liability and  corporation
reimbursement  policy which (subject to certain limitations and deductibles) (i)
insures  officers and directors of the Company against loss arising from certain
claims made  against  them by reason of their being such  directors or officers;
and (ii) insures the Company  against loss which it may be required or permitted
to pay as indemnification to its directors and officers for certain claims.

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

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.

     The following  exhibits are filed with or  incorporated  by reference  into
this Registration Statement on Form S-8:

     4    KSB  Bancorp,   Inc.  1998  Long-Term  Incentive  Stock  Benefit  Plan
          (Incorporated  by  reference  to Appendix A of the  Registran's  Proxy
          Statement  relating to the  Company's  May 13, 1998 annual  meeting of
          stockholders).

     5    Opinion  of Luse  Lehman  Gorman  Pomerenk  & Schick,  A  Professional
          Corporation as to the legality of the Common Stock registered hereby.

     23.1 Consent  of Luse  Lehman  Gorman  Pomerenk  & Schick,  A  Professional
          Corporation (contained in the opinion included as Exhibit 5).

     23.2 Consent of Berry, Dunn, McNeil & Parker.
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  registration  statement 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 1998 Long-Term Incentive Stock Benefit 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 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  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.
EXHIBIT INDEX

Exhibit Number                      Description

      5                Opinion of Luse Lehman Gorman Pomerenk & Schick,
                       A Professional Corporation as to the legality of the
                       Common Stock registered hereby.

      23.1             Consent of Luse Lehman Gorman Pomerenk & Schick, A
                       Professional Corporation (contained in the opinion
                       included as Exhibit 5).

      23.2             Consent of Berry, Dunn, McNeil & Parker.
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 Kingfield,  State of Maine, on this 18th day of
May, 1999.

         KSB Bancorp, Inc.

By:   /s/ John C. Witherspoon
      John C. Witherspoon, President and
        Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

By: /s/ John C. Witherspoon                By: /s/ John E. Thien
    John C. Witherspoon, President, Chief      John E. Thien, Vice President and
    Executive Officer and Director             Chief Financial Officer
    (Principal Executive Officer)              (Principal Financial and
                                               Accounting Officer)

Date: May 18, 1999                         Date: May 18, 1999

By: /s/ Winfield R. Robinson               By: /s/ Roger G. Spear
    Winfield F. Robinson, Chairman             Roger G. Spear, Director

Date: May 18, 1999                         Date: May 18, 1999

By: /s/ William P. Dubord                  By: /s/ Theodore C. Johnson
    William P. Dubord, Director                Theodore C. Johnson, Director

Date: May 18, 1999                         Date: May 18, 1999

By: /s/ G. Norton Luce
    G. Norton Luce, Director

Date: May 18, 1999
OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK
[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.]

May 24, 1999                                                      (202) 274-2000

Board of Directors
KSB Bancorp, Inc.
Main Street
Kingfield, Maine 04947

                  Re:      KSB Bancorp, Inc.
                           Registration Statement on Form S-8

Ladies and Gentlemen:

         You have  requested  the opinion of this firm as to certain  matters in
connection with the offer and sale of KSB Bancorp,  Inc. (the "Company")  common
stock,  par value  $.01 per share  (the  "Common  Stock"),  pursuant  to the KSB
Bancorp,  Inc. 1998 Long-Term Incentive Stock Benefit Plan (the "Plan"). We have
reviewed the Company's Certificate of Incorporation,  Registration  Statement on
Form S-8 (the  "Form  S-8"),  as well as  applicable  statutes  and  regulations
governing the Company and the offer and sale of the Common Stock.

         Based on the foregoing, we are of the following opinion:

         Upon the  effectiveness of the Form S-8, the Common Stock, when sold in
         connection with the exercise of options  granted  pursuant to the Plan,
         will be legally issued, fully paid and non-assessable.

         This  opinion  has been  prepared  solely for the use of the Company in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the form S-8.
                                        Very truly yours,

                                   /s/  Luse   Lehman   Gorman Pomerenk & Schick
                                        LUSE LEHMAN  GORMAN  POMERENK  & SCHICK
                                        A Professional Corporation
EXHIBIT 23.2

                     CONSENT OF BERRY, DUNN, McNEIL & PARKER
[LETTERHEAD OF BERRY, DUNN, McNEIL & PARKER]

                         CONSENT OF INDEPENDENT AUDITORS

We have issued our report dated January 21, 1999,  accompanying the consolidated
financial statements of KSB Bancorp,  Inc. and Subsidiary included in the Annual
Report on Form 10-KSB for the year ending  December 31, 1998.  We consent to the
incorporation by reference of said report in the  Registration  Statement of KSB
Bancorp, Inc. on Form S-8.

/s/ BERRY, DUNN, McNEIL & PARKER

Portland, Maine
May 24, 1999