As filed with the Securities and Exchange Commission on March 19, 2002.

                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

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

                FloridaFirst Bancorp, Inc. 2002 Stock Option Plan
                  FloridaFirst Bank 2002 Restricted Stock Plan
                  --------------------------------------------
                            (Full Title of the Plans)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)

<TABLE>
<CAPTION>
                                   CALCULATION OF REGISTRATION FEE
======================================================================================================
Title of                              Proposed Maximum     Proposed Maximum    Amount of Registration
Securities to        Amount to be         Offering        Aggregate Offering     Registration
be Registered       Registered (1)     Price Per Share(2)      Price (2)            Fee (2)
-------------       --------------     ------------------      ---------            -------
<S>               <C>                   <C>              <C>                     <C>
Common Stock
$0.10 par value
per share           309,000 shares          $16.025           $4,951,725              $455.56

Common Stock
$0.10 par value
per share           131,713 shares          $ 18.00           $2,370,834              $218.12

======================================================================================================
</TABLE>

(1)  The maximum  number of shares of Common  Stock  issuable  upon awards to be
     granted  under the  FloridaFirst  Bancorp,  Inc.  2002  Stock  Option  Plan
     consists of 314,795 shares, and under the FloridaFirst Bank 2002 Restricted
     Stock  Plan  (the  "RSP")  consists  of  125,918  shares  which  are  being
     registered under this  Registration  Statement and for which a registration
     fee is being paid.  Additionally,  an  indeterminate  number of  additional
     shares which may be offered and issued to prevent  dilution  resulting from
     stock  splits,  stock  dividends  or similar  transactions.
(2)  Under Rule 457(h) of the 1933 Act, the  registration fee may be calculated,
     inter  alia,  based  upon the  price  at which  the  stock  options  may be
     exercised.  An aggregate of 440,713 shares are being registered  hereby, of
     which 309,000 shares are under option at a weighted  average exercise price
     of $16.025 per share  ($4,951,725 in the aggregate).  The remainder of such
     shares  131,713  shares  consisting of 125,918 shares awarded under the RSP
     and  5,795  unallocated  options  under the Stock  Option  Plan,  are being
     registered based upon the average of the high and low selling prices of the
     Common Stock of the Registrant as reported on the Nasdaq National Market on
     March 14, 2002, of $18.00 per share  ($2,370,834 in the  aggregate),  for a
     total offering of $7,322,559.

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

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

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

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

         *This  Registration  Statement  relates to the  registration of 440,713
shares of  FloridaFirst  Bancorp,  Inc. (the "Company" or  "Registrant")  common
stock,  $.10 par value per share (the  "Common  Stock")  issuable to  employees,
officers and directors of the Registrant or its subsidiary as  compensation  for
services in accordance  with the  FloridaFirst  Bancorp,  Inc. 2002 Stock Option
Plan under which 314,795 are issuable, and the FloridaFirst Bank 2002 Restricted
Stock Plan under which  125,918  shares are issuable  (together,  the  "Plans").
Documents  containing the  information  required by Part I of this  Registration
Statement will be sent or given to participants in the Plan as specified by Rule
428(b)(1).  Such  documents  are not  filed  with the  Securities  and  Exchange
Commission (the "Commission")  either as part of this Registration  Statement or
as prospectuses or prospectus  supplements  pursuant to Rule 424, in reliance on
Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

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

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

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
September 30, 2001;

         (b) The  Company's  Annual  Report on Form  10-K/A for the fiscal  year
ended September 30, 2001, as filed with the Commission on March 8, 2002;

         (c) The  Company's  Quarterly  Report on Form 10-Q for the quarter year
ended December 31, 2001; and

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

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated

                                        2

<PAGE>

by reference  in this  Registration  Statement  and to be a part hereof from the
date of filing of such documents.

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

         Not Applicable

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

         Not Applicable

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

         The Registrant has authority under the Florida Business Corporation Act
to indemnify its directors and officers to the extent  provided in such statute.
The  Registrant's  Articles  of  Incorporation  ("Articles")  provide  that  the
Registrant  shall indemnify its executive  officers and directors to the fullest
extent permitted by law either now or hereafter. In general, Florida law permits
a Florida  corporation  to indemnify  its  directors,  officers,  employees  and
agents, and persons serving at the corporation's  request in such capacities for
another  enterprise against  liabilities  arising from conduct that such persons
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
corporation  and,  with respect to any  criminal  action or  proceeding,  had no
reasonable cause to believe their conduct was unlawful.

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

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

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

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

                                        3

<PAGE>

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

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

         Not Applicable

Item 8.  Exhibits.
------

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

Item 9.  Undertakings.
------

         (a)      The undersigned Registrant hereby undertakes:

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

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

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                    arising  after  the  effective  date  of  the   Registration
                    Statement  (or  the  most  recent  post-effective  amendment
                    thereof) which, individually or in the aggregate,  represent
                    a  fundamental  change in the  information  set forth in the
                    Registration Statement;

                    (iii) To include any  material  information  with respect to
                    the plan of  distribution  not  previously  disclosed in the
                    Registration  Statement  or  any  material  change  to  such
                    information in the Registration Statement;

provided however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

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

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

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

                                        4

<PAGE>

pursuant to section 15(d) of the 1934 Act) that is  incorporated by reference in
the Registration  Statement shall be deemed to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 1933 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the  successful  defense of any action,  suit, or  proceeding) is asserted by
such director,  officer, or controlling person in connection with the securities
being registered,  the Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public  policy  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.

                                        5

<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Lakeland  in the State of  Florida,  as of March 18,
2002.

                                   FloridaFirst Bancorp, Inc.


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


                                POWER OF ATTORNEY

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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated as of the date indicated.

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

March 18, 2002                                                March 18, 2002
------------------------------------------------              -----------------------------------------------
Date                                                          Date


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


March 18, 2002                                                March 18, 2002
------------------------------------------------              -----------------------------------------------
Date                                                          Date

<PAGE>

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

March 18, 2002                                                March 18, 2002
------------------------------------------------              -----------------------------------------------
Date                                                          Date


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

March 18, 2002                                                March 18, 2002
------------------------------------------------              -----------------------------------------------
Date                                                          Date


</TABLE>

<PAGE>

                                INDEX TO EXHIBITS




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

     4.1  FloridaFirst Bancorp, Inc. 2002 Stock Option Plan

     4.2  FloridaFirst Bank 2002 Restricted Stock Plan

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

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

     4.5  Form of Restricted Stock Award Agreement

     4.6  Form of Stock Award Tax Notice

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

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

     23.2 Consent of Hacker, Johnson & Smith PA

     24   Reference  is  made to the  Signatures  section  of this  Registration
          Statement for the Power of Attorney contained therein
[{"type": "S-8", "sequence": "1", "filename": "s8_031802-0248.txt", "description": "FORM", "secsgml_size_bytes": 22674}]
{"company-data": {"conformed-name": "FLORIDAFIRST BANCORP INC", "cik": "0001123276", "assigned-sic": "6035", "irs-number": "593662010", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84516", "film-number": "02578747"}, "business-address": {"street1": "205 EAST ORANGE ST", "city": "LAKELAND", "state": "FL", "zip": "33801", "phone": "8636886811"}, "mail-address": {"street1": "205 EAST ORANGE STREET", "city": "LAKELAND", "state": "FL", "zip": "33801"}}
As filed with the Securities and Exchange Commission on March 19, 2002.

                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

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

                FloridaFirst Bancorp, Inc. 2002 Stock Option Plan
                  FloridaFirst Bank 2002 Restricted Stock Plan
                  --------------------------------------------
                            (Full Title of the Plans)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
======================================================================================================
Title of                              Proposed Maximum     Proposed Maximum    Amount of Registration
Securities to        Amount to be         Offering        Aggregate Offering     Registration
be Registered       Registered (1)     Price Per Share(2)      Price (2)            Fee (2)
-------------       --------------     ------------------      ---------            -------
Common Stock
$0.10 par value
per share           309,000 shares          $16.025           $4,951,725              $455.56

Common Stock
$0.10 par value
per share           131,713 shares          $ 18.00           $2,370,834              $218.12

======================================================================================================
(1)  The maximum  number of shares of Common  Stock  issuable  upon awards to be
     granted  under the  FloridaFirst  Bancorp,  Inc.  2002  Stock  Option  Plan
     consists of 314,795 shares, and under the FloridaFirst Bank 2002 Restricted
     Stock  Plan  (the  "RSP")  consists  of  125,918  shares  which  are  being
     registered under this  Registration  Statement and for which a registration
     fee is being paid.  Additionally,  an  indeterminate  number of  additional
     shares which may be offered and issued to prevent  dilution  resulting from
     stock  splits,  stock  dividends  or similar  transactions.
(2)  Under Rule 457(h) of the 1933 Act, the  registration fee may be calculated,
     inter  alia,  based  upon the  price  at which  the  stock  options  may be
     exercised.  An aggregate of 440,713 shares are being registered  hereby, of
     which 309,000 shares are under option at a weighted  average exercise price
     of $16.025 per share  ($4,951,725 in the aggregate).  The remainder of such
     shares  131,713  shares  consisting of 125,918 shares awarded under the RSP
     and  5,795  unallocated  options  under the Stock  Option  Plan,  are being
     registered based upon the average of the high and low selling prices of the
     Common Stock of the Registrant as reported on the Nasdaq National Market on
     March 14, 2002, of $18.00 per share  ($2,370,834 in the  aggregate),  for a
     total offering of $7,322,559.

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

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

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

         *This  Registration  Statement  relates to the  registration of 440,713
shares of  FloridaFirst  Bancorp,  Inc. (the "Company" or  "Registrant")  common
stock,  $.10 par value per share (the  "Common  Stock")  issuable to  employees,
officers and directors of the Registrant or its subsidiary as  compensation  for
services in accordance  with the  FloridaFirst  Bancorp,  Inc. 2002 Stock Option
Plan under which 314,795 are issuable, and the FloridaFirst Bank 2002 Restricted
Stock Plan under which  125,918  shares are issuable  (together,  the  "Plans").
Documents  containing the  information  required by Part I of this  Registration
Statement will be sent or given to participants in the Plan as specified by Rule
428(b)(1).  Such  documents  are not  filed  with the  Securities  and  Exchange
Commission (the "Commission")  either as part of this Registration  Statement or
as prospectuses or prospectus  supplements  pursuant to Rule 424, in reliance on
Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

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

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

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
September 30, 2001;

         (b) The  Company's  Annual  Report on Form  10-K/A for the fiscal  year
ended September 30, 2001, as filed with the Commission on March 8, 2002;

         (c) The  Company's  Quarterly  Report on Form 10-Q for the quarter year
ended December 31, 2001; and

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

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated

                                        2
by reference  in this  Registration  Statement  and to be a part hereof from the
date of filing of such documents.

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

         Not Applicable

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

         Not Applicable

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

         The Registrant has authority under the Florida Business Corporation Act
to indemnify its directors and officers to the extent  provided in such statute.
The  Registrant's  Articles  of  Incorporation  ("Articles")  provide  that  the
Registrant  shall indemnify its executive  officers and directors to the fullest
extent permitted by law either now or hereafter. In general, Florida law permits
a Florida  corporation  to indemnify  its  directors,  officers,  employees  and
agents, and persons serving at the corporation's  request in such capacities for
another  enterprise against  liabilities  arising from conduct that such persons
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
corporation  and,  with respect to any  criminal  action or  proceeding,  had no
reasonable cause to believe their conduct was unlawful.

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

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

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

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

                                        3
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.

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

         Not Applicable

Item 8.  Exhibits.
------

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

Item 9.  Undertakings.
------

         (a)      The undersigned Registrant hereby undertakes:

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

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

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                    arising  after  the  effective  date  of  the   Registration
                    Statement  (or  the  most  recent  post-effective  amendment
                    thereof) which, individually or in the aggregate,  represent
                    a  fundamental  change in the  information  set forth in the
                    Registration Statement;

                    (iii) To include any  material  information  with respect to
                    the plan of  distribution  not  previously  disclosed in the
                    Registration  Statement  or  any  material  change  to  such
                    information in the Registration Statement;

provided however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

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

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

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

                                        4
pursuant to section 15(d) of the 1934 Act) that is  incorporated by reference in
the Registration  Statement shall be deemed to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 1933 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the  successful  defense of any action,  suit, or  proceeding) is asserted by
such director,  officer, or controlling person in connection with the securities
being registered,  the Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public  policy  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.

                                        5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Lakeland  in the State of  Florida,  as of March 18,
2002.

                                   FloridaFirst Bancorp, Inc.

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

                                POWER OF ATTORNEY

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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated as of the date indicated.
/s/Gregory C. Wilkes                                          /s/Kerry P. Charlet
------------------------------------------------              -----------------------------------------------
Gregory C. Wilkes                                             Kerry P. Charlet
President, Chief Executive Officer, and Director              Senior Vice President, Chief Financial Officer,
(Principal Executive Officer)                                 and Secretary
                                                              (Principal Financial and Accounting Officer)

March 18, 2002                                                March 18, 2002
------------------------------------------------              -----------------------------------------------
Date                                                          Date

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

March 18, 2002                                                March 18, 2002
------------------------------------------------              -----------------------------------------------
Date                                                          Date
/s/Llewellyn N. Belcourt                                      /s/G.F. Zimmermann, III
------------------------------------------------              -----------------------------------------------
Llewellyn N. Belcourt                                         G.F. Zimmermann, III
Director                                                      Director

March 18, 2002                                                March 18, 2002
------------------------------------------------              -----------------------------------------------
Date                                                          Date

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

March 18, 2002                                                March 18, 2002
------------------------------------------------              -----------------------------------------------
Date                                                          Date
INDEX TO EXHIBITS

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

     4.1  FloridaFirst Bancorp, Inc. 2002 Stock Option Plan

     4.2  FloridaFirst Bank 2002 Restricted Stock Plan

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

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

     4.5  Form of Restricted Stock Award Agreement

     4.6  Form of Stock Award Tax Notice

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

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

     23.2 Consent of Hacker, Johnson & Smith PA

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