As filed with the Securities and Exchange Commission on April 15, 1999.
                                            Registration No. 333-_______________

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


                                SFB Bancorp, Inc.
                          ----------------------------
             (Exact name of Registrant as specified in its charter)
Tennessee                                                    62-1683732  
---------                                                    ----------      
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

                               632 East Elk Avenue
                          Elizabethton, Tennessee 37643
                   ------------------------------------------
                    (Address of principal executive offices)

                    SFB Bancorp, Inc. 1998 Stock Option Plan
                   ------------------------------------------
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                      Malizia, Spidi, Sloane & Fisch, P.C.
                               1301 K Street, N.W.
                                 Suite 700 East
                             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         Proposed Maximum       Amount of
Securities to          Amount to be    Maximum Offering    Aggregate Offering     Registration
be Registered         Registered(1)     Price Per Share         Price (2)           Fee (2)
-------------         -------------     ---------------         ----------         --------
<S>                  <C>                     <C>              <C>                  <C>    
Common Stock
$0.10 par value                      
per share             76,700 shares           (2)              $1,262,663           $351.02
================================================================================================
</TABLE>

(1)  The maximum  number of shares of common  stock  issuable  upon awards to be
     granted  under the SFB  Bancorp,  Inc.  1998 Stock Option Plan (the "Plan")
     consists  of  76,700   shares  which  are  being   registered   under  this
     Registration  Statement  and for which a  registration  fee is being  paid.
     Additionally,  an  indeterminate  number of additional  shares which may be
     offered  and  issued to  prevent  dilution  resulting  from  stock  splits,
     dividends or similar transactions.

(2)  Under Rule 457(h) of the 1933 Act, the  registration fee may be calculated,
     inter  alia,  based  upon the  price  at which  the  stock  options  may be
     exercised.  An aggregate of 76,700 shares are being registered  hereby,  of
     which 73,630 shares are under option at a weighted  average  exercise price
     of $16.6875 per share ($1,228,701 in the aggregate).  The remainder of such
     shares,  which are not presently  subject to options  (3,070  shares),  are
     being  registered  based upon the  average of the bid and ask prices of the
     Common Stock of the  Registrant  as reported on the OTC  Bulletin  Board on
     April 12, 1999 of $11.0625 per share ($33,962 in the aggregate) for a total
     offering of $1,262,663.

     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 76,700
shares of SFB 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  subsidiaries as compensation for services in
accordance  with the SFB  Bancorp,  Inc.  1998 Stock  Option Plan (the  "Plan").
Documents  containing the  information  required by Part I of this  Registration
Statement will be sent or given to participants in the Plan as specified by Rule
428(b)(1).  Such  documents  are not  filed  with the  Securities  and  Exchange
Commission (the "Commission")  either as part of this Registration  Statement or
as prospectuses or prospectus  supplements  pursuant to Rule 424, in reliance on
Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------
     The  Company  became  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of  1934  (the  "1934  Act")  on  May  20,  1997  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 Registration Statement on Form SB-2 (No. 333-23505) filed
with the Commission on March 18, 1997 and amendments thereto;

     (b) The  Company's  Annual  Report on Form 10-KSB for the fiscal year ended
December 31, 1998, as filed with the Commission;

     (c) The Company's  Definitive  Proxy  Statement  related to the 1999 Annual
Meeting of stockholders as filed with the Commission; 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 May
20, 1997.

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



<PAGE>

Item 4.  Description of Securities.
------
         Not Applicable

Item 5.  Interests of Named Experts and Counsel.
------
         Not Applicable

Item 6.  Indemnification of Directors and Officers.
------
     Sections 48-18-502 through 48-18-507 of the Tennessee Business  Corporation
Act sets forth  circumstances  under which  directors,  officers,  employees and
agents may be insured or indemnified  against  liability which they may incur in
their  capacities  as  such.  Article  XIII  of  the  Company's  Certificate  of
Incorporation,  requires indemnification of directors, officers and employees to
the fullest extent permitted by Tennessee law.

     The  Registrant  believes that these  provisions  assist the Registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
Registrant and its subsidiary.  However, a result of such provisions could be to
increase the expenses of the  Registrant and  effectively  reduce the ability of
stockholders  to sue on behalf of the Registrant  because certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  Registrant
could be required to be repaid by the Registrant to an indemnified party.

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

     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  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.



<PAGE>

Item 9.  Undertakings.
------

          (a)  The undersigned Registrant hereby undertakes:

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

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

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

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

provided  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do no apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

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

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

     (4) If the Registrant is a foreign private issuer, to file a post-effective
amendment  to the  Registration  Statement to include any  financial  statements
required by Rule 3-19 of Regulation S-X at the start of any delayed  offering or
throughout a continuous offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) that is  incorporated by reference in
the Registration  Statement shall be deemed to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (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


<PAGE>



that is specifically incorporated by reference in the prospectus to provide such
interim financial information.

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

<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Elizabethton in the State of Tennessee,  as of April
13, 1999.

                                 SFB BANCORP, INC.



                        By:      /s/    Peter W. Hampton 
                                 ---------------------------------------------
                                 Peter W. Hampton
                                 President and Chief Executive Officer
                                 (Duly Authorized Representative)


                                POWER OF ATTORNEY

     We, the undersigned directors and officers of SFB Bancorp,  Inc., do hereby
severally  constitute  and  appoint  Peter W.  Hampton  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 Peter W. Hampton may deem
necessary  or  advisable  to  enable  SFB  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 Peter W. Hampton 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/    Peter W. Hampton                   /s/    Donald W. Tetrick    
-------------------------------------     --------------------------------------
Peter W. Hampton                          Donald W. Tetrick
President and Director                    Director
(Principal Executive Officer)
Date:  April 13, 1999                     Date:  April 13, 1999


/s/    Peter W. Hampton, Jr.              /s/    John R. Crockett, Jr. 
-------------------------------------     --------------------------------------
Peter W. Hampton, Jr.                     John R. Crockett, Jr.
Secretary and Director                    Treasurer and Director
Date:  April 13, 1999                     Date: April 13, 1999


<PAGE>




/s/    Julian T. Caudill, Jr.             /s/    Michael L. McKinney   
-------------------------------------     --------------------------------------
Julian T. Caudill, Jr.                    Michael L. McKinney
Director                                  Director
Date:  April 13, 1999                     Date: April 13, 1999



/s/    Bobby Hyatt                   
-------------------------------------    
Bobby Hyatt
Assistant Vice President
(Principal Accounting Officer)
Date: April 13, 1999





<PAGE>

                                INDEX TO EXHIBITS

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

     4.1        SFB Bancorp, Inc.
                1998 Stock Option Plan

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

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

     4.4        Form of Stock Award Tax Notice

     5.1        Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to
                the validity of the Common Stock being registered

    23.1        Consent of Malizia, Spidi, Sloane & Fisch, P.C.
                (appears in their opinion filed as Exhibit 5.1)

    23.2        Consent of Crisp Hughes Evans LLP

      24        Reference is made to the Signatures section of this  
                Registration Statement for the Power of Attorney
                contained therein
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19097}]
{"company-data": {"conformed-name": "SFB BANCORP INC", "cik": "0001035371", "assigned-sic": "6035", "irs-number": "621683732", "state-of-incorporation": "TN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76337", "film-number": "99594214"}, "business-address": {"street1": "632 EAST ELK AVENUE", "city": "ELIZABETHTON", "state": "TN", "zip": "37643-3378", "phone": "4235433518"}, "mail-address": {"street1": "632 EAST ELK AVE", "city": "ELIZABETHTON", "state": "TN", "zip": "37643-3378"}, "former-company": {"former-conformed-name": "SECURITY FEDERAL BANCORP INC /TN", "date-changed": "19970310"}}
As filed with the Securities and Exchange Commission on April 15, 1999.
                                            Registration No. 333-_______________

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

                                SFB Bancorp, Inc.
                          ----------------------------
             (Exact name of Registrant as specified in its charter)
Tennessee                                                    62-1683732  
---------                                                    ----------      
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

                               632 East Elk Avenue
                          Elizabethton, Tennessee 37643
                   ------------------------------------------
                    (Address of principal executive offices)

                    SFB Bancorp, Inc. 1998 Stock Option Plan
                   ------------------------------------------
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                      Malizia, Spidi, Sloane & Fisch, P.C.
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
                   ------------------------------------------
            (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
================================================================================================
Title of                                   Proposed         Proposed Maximum       Amount of
Securities to          Amount to be    Maximum Offering    Aggregate Offering     Registration
be Registered         Registered(1)     Price Per Share         Price (2)           Fee (2)
-------------         -------------     ---------------         ----------         --------
Common Stock
$0.10 par value                      
per share             76,700 shares           (2)              $1,262,663           $351.02
================================================================================================
(1)  The maximum  number of shares of common  stock  issuable  upon awards to be
     granted  under the SFB  Bancorp,  Inc.  1998 Stock Option Plan (the "Plan")
     consists  of  76,700   shares  which  are  being   registered   under  this
     Registration  Statement  and for which a  registration  fee is being  paid.
     Additionally,  an  indeterminate  number of additional  shares which may be
     offered  and  issued to  prevent  dilution  resulting  from  stock  splits,
     dividends or similar transactions.

(2)  Under Rule 457(h) of the 1933 Act, the  registration fee may be calculated,
     inter  alia,  based  upon the  price  at which  the  stock  options  may be
     exercised.  An aggregate of 76,700 shares are being registered  hereby,  of
     which 73,630 shares are under option at a weighted  average  exercise price
     of $16.6875 per share ($1,228,701 in the aggregate).  The remainder of such
     shares,  which are not presently  subject to options  (3,070  shares),  are
     being  registered  based upon the  average of the bid and ask prices of the
     Common Stock of the  Registrant  as reported on the OTC  Bulletin  Board on
     April 12, 1999 of $11.0625 per share ($33,962 in the aggregate) for a total
     offering of $1,262,663.

     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 76,700
shares of SFB 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  subsidiaries as compensation for services in
accordance  with the SFB  Bancorp,  Inc.  1998 Stock  Option Plan (the  "Plan").
Documents  containing the  information  required by Part I of this  Registration
Statement will be sent or given to participants in the Plan as specified by Rule
428(b)(1).  Such  documents  are not  filed  with the  Securities  and  Exchange
Commission (the "Commission")  either as part of this Registration  Statement or
as prospectuses or prospectus  supplements  pursuant to Rule 424, in reliance on
Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------
     The  Company  became  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of  1934  (the  "1934  Act")  on  May  20,  1997  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 Registration Statement on Form SB-2 (No. 333-23505) filed
with the Commission on March 18, 1997 and amendments thereto;

     (b) The  Company's  Annual  Report on Form 10-KSB for the fiscal year ended
December 31, 1998, as filed with the Commission;

     (c) The Company's  Definitive  Proxy  Statement  related to the 1999 Annual
Meeting of stockholders as filed with the Commission; 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 May
20, 1997.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14, and 15(d) of the 1934 Act,  prior to the filing of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold  shall  be  deemed  to  be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
Item 4.  Description of Securities.
------
         Not Applicable

Item 5.  Interests of Named Experts and Counsel.
------
         Not Applicable

Item 6.  Indemnification of Directors and Officers.
------
     Sections 48-18-502 through 48-18-507 of the Tennessee Business  Corporation
Act sets forth  circumstances  under which  directors,  officers,  employees and
agents may be insured or indemnified  against  liability which they may incur in
their  capacities  as  such.  Article  XIII  of  the  Company's  Certificate  of
Incorporation,  requires indemnification of directors, officers and employees to
the fullest extent permitted by Tennessee law.

     The  Registrant  believes that these  provisions  assist the Registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
Registrant and its subsidiary.  However, a result of such provisions could be to
increase the expenses of the  Registrant and  effectively  reduce the ability of
stockholders  to sue on behalf of the Registrant  because certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  Registrant
could be required to be repaid by the Registrant to an indemnified party.

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

     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  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 no apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

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

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

     (4) If the Registrant is a foreign private issuer, to file a post-effective
amendment  to the  Registration  Statement to include any  financial  statements
required by Rule 3-19 of Regulation S-X at the start of any delayed  offering or
throughout a continuous offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) that is  incorporated by reference in
the Registration  Statement shall be deemed to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

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

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Elizabethton in the State of Tennessee,  as of April
13, 1999.

                                 SFB BANCORP, INC.

                        By:      /s/    Peter W. Hampton 
                                 ---------------------------------------------
                                 Peter W. Hampton
                                 President and Chief Executive Officer
                                 (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned directors and officers of SFB Bancorp,  Inc., do hereby
severally  constitute  and  appoint  Peter W.  Hampton  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 Peter W. Hampton may deem
necessary  or  advisable  to  enable  SFB  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 Peter W. Hampton 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/    Peter W. Hampton                   /s/    Donald W. Tetrick    
-------------------------------------     --------------------------------------
Peter W. Hampton                          Donald W. Tetrick
President and Director                    Director
(Principal Executive Officer)
Date:  April 13, 1999                     Date:  April 13, 1999

/s/    Peter W. Hampton, Jr.              /s/    John R. Crockett, Jr. 
-------------------------------------     --------------------------------------
Peter W. Hampton, Jr.                     John R. Crockett, Jr.
Secretary and Director                    Treasurer and Director
Date:  April 13, 1999                     Date: April 13, 1999
/s/    Julian T. Caudill, Jr.             /s/    Michael L. McKinney   
-------------------------------------     --------------------------------------
Julian T. Caudill, Jr.                    Michael L. McKinney
Director                                  Director
Date:  April 13, 1999                     Date: April 13, 1999

/s/    Bobby Hyatt                   
-------------------------------------    
Bobby Hyatt
Assistant Vice President
(Principal Accounting Officer)
Date: April 13, 1999
INDEX TO EXHIBITS

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

     4.1        SFB Bancorp, Inc.
                1998 Stock Option Plan

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

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

     4.4        Form of Stock Award Tax Notice

     5.1        Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to
                the validity of the Common Stock being registered

    23.1        Consent of Malizia, Spidi, Sloane & Fisch, P.C.
                (appears in their opinion filed as Exhibit 5.1)

    23.2        Consent of Crisp Hughes Evans LLP

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