As filed with the Securities and Exchange Commission on May 21, 2003
                                                     Registration No. 333-______

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

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                     ---------------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                     ---------------------------------------


                          KENTUCKY FIRST BANCORP, INC.
           ----------------------------------------------------------
           (Exact Name of Its Registrant as Specified in Its Charter)

     DELAWARE                                                    61-1281483
--------------------------------------------------------------------------------
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                              Identification No.)

                              308 NORTH MAIN STREET
                         CYNTHIANA, KENTUCKY 41031-1210
                    ----------------------------------------
                    (Address of Principal Executive Offices)

           STOCK OPTION AGREEMENT BETWEEN KENTUCKY FIRST BANCORP, INC.
                         AND DIRECTOR CHARLES S. BRUNKER
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                            BETTY J. LONG, PRESIDENT
                          KENTUCKY FIRST BANCORP, INC.
                              308 NORTH MAIN STREET
                            CYNTHIANA, KENTUCKY 41031
                     ---------------------------------------
                     (Name and Address of Agent For Service)


                                 (859) 234-1440
          ------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:

                           GARY R. BRONSTEIN, ESQUIRE
                       STRADLEY RONON STEVENS & Young, LLP
                         1220 19th Street NW, Suite 600
                              Washington, DC 20036
                                 (202) 419-8401
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
Title of Each                                        Proposed Maximum           Proposed Maximum         Amount Of
Class Of Securities           Amount To Be            Offering Price           Aggregate Offering       Registration
To Be Registered              Registered (1)            Per Share                    Price                   Fee
----------------------------------------------------------------------------------------------------------------------
<C>                             <C>                      <C>                       <C>                      <C>
Common Stock
$.01 par value                  1,389                    $17.00 (2)                $23,613 (2)              $1.91
======================================================================================================================
<FN>
_____________
(1)  Maximum number of shares issuable under the Stock Option Agreement  between
     Kentucky  First  Bancorp,  Inc. and Director  Charles S.  Brunker,  as such
     amount  may  be  increased  in  the  event  of  a  merger,   consolidation,
     recapitalization or similar event involving the Registrant.
(2)  Under Rule 457(h) the registration fee may be calculated, inter alia, based
     upon the price at which the  options  may be  exercised.  1,389  shares are
     being registered hereby, all of which are under option at an exercise price
     of $17.00 per share ($23,613 in the aggregate).
</FN>
</TABLE>

<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 1,389 shares of
Common Stock,  $.01 par value per share ("the Common Stock"),  of Kentucky First
Bancorp,  Inc. (the "Company")  reserved for issuance and delivery in connection
with the grant of options  pursuant to the Stock  Option  Agreement  Between the
Company and Director Charles S. Brunker (the "Optionee").  Documents  containing
the information  required by Part I of this Registration  Statement will be sent
or given to the Optionee in accordance with Rule  428(b)(1).  In accordance with
Part I of Form  S-8,  such  documents  are not  filed  with the  Securities  and
Exchange Commission (the "Commission").


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
------

     The Company is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  as amended  (the "1934  Act")  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,  NW,
Washington,  DC 20549.  The  Commission  also maintains a web site that contains
reports,  proxy  and  information  statements  and other  information  regarding
registrants that file electronically with the Commission, including the Company.
The address for the Commission's web site is "http://www.sec.gov". The following
documents are incorporated by reference in this Registration Statement:

     (a) The  Company's  Annual  Report on Form 10-KSB for the fiscal year ended
June 30, 2002, as filed with the  Commission  on September 30, 2002  (Commission
File No. 1-13904).

     (b) The Company's Form 10-QSB for the quarterly periods ended September 30,
2002 and December 31, 2002,  as filed with the  Commission  on November 14, 2002
and February 3, 2003, respectively (Commission File No. 1-13904).

     (c) The Company's Form 8-A as filed with the Commission on August 8, 1995.

     ALL DOCUMENTS FILED BY THE COMPANY  PURSUANT TO SECTIONS 13(A),  13(C), 14,
AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 AFTER THE DATE HEREOF AND PRIOR
TO THE  TERMINATION  OF THE  OFFERING OF THE SHARES OF THE COMMON STOCK 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,  as the Common Stock is registered  under Section 12 of the
Securities Exchange Act of 1934.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------

     Not Applicable.
<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------

     Directors,  officers  and  employees of the Company  and/or  First  Federal
Savings Bank (the  "Bank") may be entitled to benefit  from the  indemnification
provisions  contained in the Delaware General Corporation Law (the "DGCL"),  the
Company's Certificate of Incorporation and federal regulations applicable to the
Bank. The general effect of these provisions is summarized below:

DELAWARE GENERAL CORPORATION LAW

     Section  145 of the  Delaware  General  Corporation  Law permits a Delaware
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any  proceeding of any type,  (other than an action by or in the
right of the  corporation)  by reason of the fact that he is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo  contendere  or its  equivalent,  may  not,  of  itself,  create  a
presumption that these standards have not been met.

     A Delaware  corporation may also indemnify any person who was or is a party
or is threatened to be made a party to any  proceeding by or in the right of the
corporation  by  reason  of the  fact  that  he is or was a  director,  officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,   trust  or  other  enterprise  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation.  However,  no indemnification  may be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
Court of  Chancery  or the  court  in  which  such  action  or suit was  brought
determines upon application  that such person is fairly and reasonably  entitled
to be indemnified.

     To the extent that a director,  officer, employee or agent of a corporation
has been  successful  on the merits or  otherwise  in defense of any  proceeding
described above  indemnification  against expenses  (including  attorneys' fees)
actually and reasonably incurred by him is mandatory.

     Any determination that indemnification of the director,  officer,  employee
or  agent is  proper  in the  circumstances  because  he has met the  applicable
standard  of  conduct  set  forth in  subsections  (a) and (b) must be made by a
majority of the board of directors by a majority vote of a quorum  consisting of
directors who were not parties to such action, suit or proceeding,  or if such a
quorum is not  obtainable,  or,  even if  obtainable  a quorum of  disinterested
directors so directs,  by independent legal counsel in a written opinion,  or by
the stockholders.

     Expenses (including  attorneys' fees) incurred by an officer or director in
defending any civil,  criminal,  administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
or proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation.

     The  indemnification  and  advancement of expenses  provided by, or granted
pursuant to, the other subsections of this section is not exclusive.

     In  addition,  a  corporation  shall have power to  purchase  and  maintain
insurance  against any liability of individuals whom the corporation is required
to indemnify.

<PAGE>

ARTICLE XVII OF THE CERTIFICATE OF INCORPORATION OF THE COMPANY

     In addition to the statutory provision described above, Article XVII of the
Company's  Certificate of Incorporation also provides for indemnification.  With
certain  exceptions,  the  indemnification  provided  for  by  Article  XVII  is
identical to the statutory provision.  Article XVII states explicitly,  however,
that the  indemnification  provided  by  Article  XVII  shall be  deemed to be a
contract  between  the  Company  and the  persons  entitled  to  indemnification
thereunder  and further  provides  the  indemnification  and advance  payment of
expenses provided thereunder  continues even after the individual ceases to hold
a  position  with the  Company  and  inures to the  benefit of his or her heirs,
executors and administrators.

FEDERAL  REGULATIONS  PROVIDING FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS OF
FIRST FEDERAL SAVINGS BANK

     Federal regulations require that the Bank indemnify any person against whom
an action is brought by reason of that person's role as a director or officer of
the Bank for (i) any judgments  resulting from the action; (ii) reasonable costs
and expenses (including attorney's fees) incurred in connection with the defense
or settlement of such action; and (iii) reasonable costs and expenses (including
attorney's   fees)  incurred  in  connection  with  enforcing  the  individual's
indemnification  rights against the Bank,  assuming a final judgment is obtained
in his favor.

     The  mandatory  indemnification  provided  for by  federal  regulations  is
limited to (i) actions  where a final  judgment on the merits is in favor of the
officer or director and (ii) in the case of a settlement, final judgment against
the director or officer or final judgment not on the merits,  except as to where
the director or officer is found  negligent or to have  committed  misconduct in
the performance of his or her duties, where a majority of the Board of Directors
of the Bank  determines  that the  director  or officer was acting in good faith
within  what he was  reasonably  entitled to believe was the scope of his or her
employment or authority for a purpose that was in the best interests of the Bank
or its members or stockholders.

     In  addition,  the Bank  has a  directors  and  officers  liability  policy
providing for insurance  against certain  liabilities  incurred by directors and
officers of the Bank while serving in their capacities as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------

     Not Applicable.

ITEM 8.  EXHIBITS
------

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

    5                 Opinion of Stradley Ronon Stevens & Young, LLP as to the
                      validity of the Common Stock being registered

   23.1               Consent of Stradley Ronon Stevens & Young, LLP (appears
                      in their opinion filed as Exhibit 5)

   23.2               Consent of Grant Thornton LLP

   24                 Power of Attorney (contained in the signature page to this
                      Registration Statement)

   99.1               Stock Option Agreement Between Kentucky First Bancorp,
                      Inc. and Director Charles S. Brunker
<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 --

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

          (ii)    To  reflect  in the  prospectus  any  facts or  events  which,
     individually or together, represent a fundamental change in the information
     set forth in the registration statement. Notwithstanding the foregoing, any
     increase or decrease in volume of  securities  offered (if the total dollar
     value of securities offered would not exceed that which was registered) and
     any deviation  from the low or high end of the estimated  maximum  offering
     range  may be  reflected  in the  form of  prospectus  filed  with  the SEC
     pursuant  to Rule  424(b) if, in the  aggregate,  the changes in volume and
     price  represent  no more than 20 percent  change in the maximum  aggregate
     offering price set forth in the "Calculation of Registration  Fee" table in
     the effective 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 or S-8,  and the  information
     required to be included in a  post-effective  amendment is  incorporated by
     reference  from  the  periodic  reports  filed  with  or  furnished  to the
     Commission  by the  registrant  pursuant  to  Section  13 or  15(d)  of the
     Securities Exchange Act of 1934.

     (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 file a post-effective  amendment to remove from  registration any of
the securities that remain unsold at the end of the offering.

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

     (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
Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Cynthiana, Commonwealth of Kentucky, on May 21, 2003.


                                      KENTUCKY FIRST BANCORP, INC.

                                      By:/s/ Betty J. Long
                                         ---------------------------------------
                                         Betty J. Long
                                         President and Chief Executive Officer
                                         (Duly Authorized Representative)


                                POWER OF ATTORNEY

     We, the  undersigned  Directors of Kentucky  First  Bancorp,  Inc.,  hereby
severally  constitute and appoint Betty J. Long, who may act, with full power of
substitution,  our true and lawful  attorney and agent, to do any and all things
in our names in the capacities indicated below which said Betty J. Long, who may
act, may deem necessary or advisable to enable  Kentucky First 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  of Kentucky  First  Bancorp,  Inc.  common  stock,  including
specifically,  but not limited  to,  power and  authority  to sign for us in our
names in the capacities indicated below, the registration  statement and any and
all amendments  (including  post-effective  amendments)  thereto;  and we hereby
ratify and confirm all that said Betty J. Long,  shall do or cause to be done by
virtue thereof.

     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 dates indicated

    Signatures                      Title                         Date
    ----------                      -----                         ----

/s/ Betty J. Long
------------------------    President, Chief Executive            May 21, 2003
Betty J. Long               Officer and Director
                            (Principal Executive,
                            Financial and Accounting
                            Officer)

/s/ William D. Morris
------------------------    Chairman of the Board                 May 21, 2003
William D. Morris           (Director)

/s/ Luther O. Beckett
------------------------    Vice Chairman of the Board            May 21, 2003
Luther O. Beckett           (Director)

/s/ Charles S. Brunker
------------------------    Director                              May 21, 2003
Charles S. Brunker

/s/ Milton G. Rees
------------------------    Director                              May 21, 2003
Milton G. Rees

/s/ Diane E. Ritchie
------------------------    Director                              May 21, 2003
Diane E. Ritchie

/s/ Wilbur H. Wilson
------------------------    Director                              May 21, 2003
Wilbur H. Wilson

/s/ John Swinford
------------------------    Director                              May 21, 2003
John Swinford
[{"type": "S-8", "sequence": "1", "filename": "fms8brunker-1805.txt", "description": "FORM S-8 RE: CHARLES BRUNKER - KENTUCKY FIRST", "secsgml_size_bytes": 22826}]
{"company-data": {"conformed-name": "KENTUCKY FIRST BANCORP INC", "cik": "0000943891", "assigned-sic": "6035", "irs-number": "611281483", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105439", "film-number": "03714029"}, "business-address": {"street1": "306 N MAIN ST", "city": "CYNTHIANA", "state": "KY", "zip": "41031", "phone": "6066546961"}, "mail-address": {"street1": "306 NORTH MAIN ST", "city": "CYNTHIANA", "state": "KY", "zip": "41031"}}
As filed with the Securities and Exchange Commission on May 21, 2003
                                                     Registration No. 333-______

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

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                     ---------------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                     ---------------------------------------

                          KENTUCKY FIRST BANCORP, INC.
           ----------------------------------------------------------
           (Exact Name of Its Registrant as Specified in Its Charter)

     DELAWARE                                                    61-1281483
--------------------------------------------------------------------------------
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                              Identification No.)

                              308 NORTH MAIN STREET
                         CYNTHIANA, KENTUCKY 41031-1210
                    ----------------------------------------
                    (Address of Principal Executive Offices)

           STOCK OPTION AGREEMENT BETWEEN KENTUCKY FIRST BANCORP, INC.
                         AND DIRECTOR CHARLES S. BRUNKER
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                            BETTY J. LONG, PRESIDENT
                          KENTUCKY FIRST BANCORP, INC.
                              308 NORTH MAIN STREET
                            CYNTHIANA, KENTUCKY 41031
                     ---------------------------------------
                     (Name and Address of Agent For Service)

                                 (859) 234-1440
          ------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:

                           GARY R. BRONSTEIN, ESQUIRE
                       STRADLEY RONON STEVENS & Young, LLP
                         1220 19th Street NW, Suite 600
                              Washington, DC 20036
                                 (202) 419-8401
CALCULATION OF REGISTRATION FEE
======================================================================================================================
Title of Each                                        Proposed Maximum           Proposed Maximum         Amount Of
Class Of Securities           Amount To Be            Offering Price           Aggregate Offering       Registration
To Be Registered              Registered (1)            Per Share                    Price                   Fee
----------------------------------------------------------------------------------------------------------------------
Common Stock
$.01 par value                  1,389                    $17.00 (2)                $23,613 (2)              $1.91
======================================================================================================================
_____________
(1)  Maximum number of shares issuable under the Stock Option Agreement  between
     Kentucky  First  Bancorp,  Inc. and Director  Charles S.  Brunker,  as such
     amount  may  be  increased  in  the  event  of  a  merger,   consolidation,
     recapitalization or similar event involving the Registrant.
(2)  Under Rule 457(h) the registration fee may be calculated, inter alia, based
     upon the price at which the  options  may be  exercised.  1,389  shares are
     being registered hereby, all of which are under option at an exercise price
     of $17.00 per share ($23,613 in the aggregate).
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 1,389 shares of
Common Stock,  $.01 par value per share ("the Common Stock"),  of Kentucky First
Bancorp,  Inc. (the "Company")  reserved for issuance and delivery in connection
with the grant of options  pursuant to the Stock  Option  Agreement  Between the
Company and Director Charles S. Brunker (the "Optionee").  Documents  containing
the information  required by Part I of this Registration  Statement will be sent
or given to the Optionee in accordance with Rule  428(b)(1).  In accordance with
Part I of Form  S-8,  such  documents  are not  filed  with the  Securities  and
Exchange Commission (the "Commission").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
------

     The Company is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  as amended  (the "1934  Act")  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,  NW,
Washington,  DC 20549.  The  Commission  also maintains a web site that contains
reports,  proxy  and  information  statements  and other  information  regarding
registrants that file electronically with the Commission, including the Company.
The address for the Commission's web site is "http://www.sec.gov". The following
documents are incorporated by reference in this Registration Statement:

     (a) The  Company's  Annual  Report on Form 10-KSB for the fiscal year ended
June 30, 2002, as filed with the  Commission  on September 30, 2002  (Commission
File No. 1-13904).

     (b) The Company's Form 10-QSB for the quarterly periods ended September 30,
2002 and December 31, 2002,  as filed with the  Commission  on November 14, 2002
and February 3, 2003, respectively (Commission File No. 1-13904).

     (c) The Company's Form 8-A as filed with the Commission on August 8, 1995.

     ALL DOCUMENTS FILED BY THE COMPANY  PURSUANT TO SECTIONS 13(A),  13(C), 14,
AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 AFTER THE DATE HEREOF AND PRIOR
TO THE  TERMINATION  OF THE  OFFERING OF THE SHARES OF THE COMMON STOCK 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,  as the Common Stock is registered  under Section 12 of the
Securities Exchange Act of 1934.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------

     Not Applicable.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------

     Directors,  officers  and  employees of the Company  and/or  First  Federal
Savings Bank (the  "Bank") may be entitled to benefit  from the  indemnification
provisions  contained in the Delaware General Corporation Law (the "DGCL"),  the
Company's Certificate of Incorporation and federal regulations applicable to the
Bank. The general effect of these provisions is summarized below:

DELAWARE GENERAL CORPORATION LAW

     Section  145 of the  Delaware  General  Corporation  Law permits a Delaware
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any  proceeding of any type,  (other than an action by or in the
right of the  corporation)  by reason of the fact that he is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo  contendere  or its  equivalent,  may  not,  of  itself,  create  a
presumption that these standards have not been met.

     A Delaware  corporation may also indemnify any person who was or is a party
or is threatened to be made a party to any  proceeding by or in the right of the
corporation  by  reason  of the  fact  that  he is or was a  director,  officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,   trust  or  other  enterprise  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation.  However,  no indemnification  may be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
Court of  Chancery  or the  court  in  which  such  action  or suit was  brought
determines upon application  that such person is fairly and reasonably  entitled
to be indemnified.

     To the extent that a director,  officer, employee or agent of a corporation
has been  successful  on the merits or  otherwise  in defense of any  proceeding
described above  indemnification  against expenses  (including  attorneys' fees)
actually and reasonably incurred by him is mandatory.

     Any determination that indemnification of the director,  officer,  employee
or  agent is  proper  in the  circumstances  because  he has met the  applicable
standard  of  conduct  set  forth in  subsections  (a) and (b) must be made by a
majority of the board of directors by a majority vote of a quorum  consisting of
directors who were not parties to such action, suit or proceeding,  or if such a
quorum is not  obtainable,  or,  even if  obtainable  a quorum of  disinterested
directors so directs,  by independent legal counsel in a written opinion,  or by
the stockholders.

     Expenses (including  attorneys' fees) incurred by an officer or director in
defending any civil,  criminal,  administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
or proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation.

     The  indemnification  and  advancement of expenses  provided by, or granted
pursuant to, the other subsections of this section is not exclusive.

     In  addition,  a  corporation  shall have power to  purchase  and  maintain
insurance  against any liability of individuals whom the corporation is required
to indemnify.
ARTICLE XVII OF THE CERTIFICATE OF INCORPORATION OF THE COMPANY

     In addition to the statutory provision described above, Article XVII of the
Company's  Certificate of Incorporation also provides for indemnification.  With
certain  exceptions,  the  indemnification  provided  for  by  Article  XVII  is
identical to the statutory provision.  Article XVII states explicitly,  however,
that the  indemnification  provided  by  Article  XVII  shall be  deemed to be a
contract  between  the  Company  and the  persons  entitled  to  indemnification
thereunder  and further  provides  the  indemnification  and advance  payment of
expenses provided thereunder  continues even after the individual ceases to hold
a  position  with the  Company  and  inures to the  benefit of his or her heirs,
executors and administrators.

FEDERAL  REGULATIONS  PROVIDING FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS OF
FIRST FEDERAL SAVINGS BANK

     Federal regulations require that the Bank indemnify any person against whom
an action is brought by reason of that person's role as a director or officer of
the Bank for (i) any judgments  resulting from the action; (ii) reasonable costs
and expenses (including attorney's fees) incurred in connection with the defense
or settlement of such action; and (iii) reasonable costs and expenses (including
attorney's   fees)  incurred  in  connection  with  enforcing  the  individual's
indemnification  rights against the Bank,  assuming a final judgment is obtained
in his favor.

     The  mandatory  indemnification  provided  for by  federal  regulations  is
limited to (i) actions  where a final  judgment on the merits is in favor of the
officer or director and (ii) in the case of a settlement, final judgment against
the director or officer or final judgment not on the merits,  except as to where
the director or officer is found  negligent or to have  committed  misconduct in
the performance of his or her duties, where a majority of the Board of Directors
of the Bank  determines  that the  director  or officer was acting in good faith
within  what he was  reasonably  entitled to believe was the scope of his or her
employment or authority for a purpose that was in the best interests of the Bank
or its members or stockholders.

     In  addition,  the Bank  has a  directors  and  officers  liability  policy
providing for insurance  against certain  liabilities  incurred by directors and
officers of the Bank while serving in their capacities as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------

     Not Applicable.

ITEM 8.  EXHIBITS
------

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

    5                 Opinion of Stradley Ronon Stevens & Young, LLP as to the
                      validity of the Common Stock being registered

   23.1               Consent of Stradley Ronon Stevens & Young, LLP (appears
                      in their opinion filed as Exhibit 5)

   23.2               Consent of Grant Thornton LLP

   24                 Power of Attorney (contained in the signature page to this
                      Registration Statement)

   99.1               Stock Option Agreement Between Kentucky First Bancorp,
                      Inc. and Director Charles S. Brunker
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 --

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

          (ii)    To  reflect  in the  prospectus  any  facts or  events  which,
     individually or together, represent a fundamental change in the information
     set forth in the registration statement. Notwithstanding the foregoing, any
     increase or decrease in volume of  securities  offered (if the total dollar
     value of securities offered would not exceed that which was registered) and
     any deviation  from the low or high end of the estimated  maximum  offering
     range  may be  reflected  in the  form of  prospectus  filed  with  the SEC
     pursuant  to Rule  424(b) if, in the  aggregate,  the changes in volume and
     price  represent  no more than 20 percent  change in the maximum  aggregate
     offering price set forth in the "Calculation of Registration  Fee" table in
     the effective 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 or S-8,  and the  information
     required to be included in a  post-effective  amendment is  incorporated by
     reference  from  the  periodic  reports  filed  with  or  furnished  to the
     Commission  by the  registrant  pursuant  to  Section  13 or  15(d)  of the
     Securities Exchange Act of 1934.

     (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 file a post-effective  amendment to remove from  registration any of
the securities that remain unsold at the end of the offering.

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

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

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Cynthiana, Commonwealth of Kentucky, on May 21, 2003.

                                      KENTUCKY FIRST BANCORP, INC.

                                      By:/s/ Betty J. Long
                                         ---------------------------------------
                                         Betty J. Long
                                         President and Chief Executive Officer
                                         (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  Directors of Kentucky  First  Bancorp,  Inc.,  hereby
severally  constitute and appoint Betty J. Long, who may act, with full power of
substitution,  our true and lawful  attorney and agent, to do any and all things
in our names in the capacities indicated below which said Betty J. Long, who may
act, may deem necessary or advisable to enable  Kentucky First 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  of Kentucky  First  Bancorp,  Inc.  common  stock,  including
specifically,  but not limited  to,  power and  authority  to sign for us in our
names in the capacities indicated below, the registration  statement and any and
all amendments  (including  post-effective  amendments)  thereto;  and we hereby
ratify and confirm all that said Betty J. Long,  shall do or cause to be done by
virtue thereof.

     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 dates indicated

    Signatures                      Title                         Date
    ----------                      -----                         ----

/s/ Betty J. Long
------------------------    President, Chief Executive            May 21, 2003
Betty J. Long               Officer and Director
                            (Principal Executive,
                            Financial and Accounting
                            Officer)

/s/ William D. Morris
------------------------    Chairman of the Board                 May 21, 2003
William D. Morris           (Director)

/s/ Luther O. Beckett
------------------------    Vice Chairman of the Board            May 21, 2003
Luther O. Beckett           (Director)

/s/ Charles S. Brunker
------------------------    Director                              May 21, 2003
Charles S. Brunker

/s/ Milton G. Rees
------------------------    Director                              May 21, 2003
Milton G. Rees

/s/ Diane E. Ritchie
------------------------    Director                              May 21, 2003
Diane E. Ritchie

/s/ Wilbur H. Wilson
------------------------    Director                              May 21, 2003
Wilbur H. Wilson

/s/ John Swinford
------------------------    Director                              May 21, 2003
John Swinford