<PAGE> 1

As filed with the Securities and Exchange Commission on January 8, 2001
                                                  Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                               FFLC BANCORP, INC.
   (exact name of registrant as specified in its certificate of incorporation)

         DELAWARE                                     59-3204891
(state or other jurisdiction of           (IRS Employer Identification No.)
incorporation or organization)

                            800 NORTH BOULEVARD WEST
                          LEESBURG, FLORIDA 34749-0420
                                 (352) 787-3311


       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)
                    FIRST FEDERAL SAVINGS BANK OF LAKE COUNTY
                            EMPLOYEE STOCK OWNERSHIP
                                 AND 401(K) PLAN
                            (Full Title of the Plan)
                      ------------------------------------
STEPHEN T. KURTZ                          COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER     GEORGE W. MURPHY, JR., ESQ.
FFLC BANCORP, INC.                        SUZANNE A. WALKER, ESQ.
800 NORTH BOULEVARD WEST                  MULDOON MURPHY & FAUCETTE LLP
LEESBURG, FLORIDA 34749-0420              5105 WISCONSIN AVENUE, N.W.
(352) 787-3311                            WASHINGTON, D.C. 20016
(Name, address, including zip code, and   (202) 362-0840
telephone number, including area code,
of agent for service)

    If any of the securities being registered on this Form are to be offered
           on a delayed or continuous basis pursuant to Rule 415 under
           the Securities Act of 1933, check the following box. / X /
<TABLE>
<CAPTION>
======================================================================================================
   Title of each Class of      Amount to be     Proposed Purchase   Estimated Aggregate  Registration
Securities to be Registered    Registered (1)   Price Per Share      Offering Price(2)       Fee
------------------------------------------------------------------------------------------------------
   <S>                            <C>             <C>                    <C>                <C>
    Common Stock                  75,438
   $.01 par Value                 Shares          $14.8125(3)            $1,117,438         $279
------------------------------------------------------------------------------------------------------
    Participation
      Interests                    (4)                                                       (5)
======================================================================================================
</TABLE>
(1) Together with an  indeterminate  number of  additional  shares  which may be
    necessary to adjust the number of shares  reserved for issuance  pursuant to
    the First Federal  Savings Bank of Lake County  Employee Stock Ownership and
    401(k) Plan (the "Plan") as the result of a stock split,  stock  dividend or
    similar  adjustment of the  outstanding  Common Stock of FFLC Bancorp,  Inc.
    pursuant to 17 C.F.R. Section 230.416(a).
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The  last sale price of the common stock of FFLC Bancorp, Inc.  (the "Common
    Stock") as  reported  on the Nasdaq  Stock  Market on  December  28, 2000 in
    accordance with 17 C.F.R. Section 230.457(c).
(4) In addition, pursuant  to  17 C.F.R. Section 230.416(c),  this  registration
    statement also covers an indeterminate  amount of interests to be offered or
    sold pursuant to the employee  benefit plan described  herein based upon the
    maximum  amount  that could be issued  under the plan  pursuant to 17 C.F.R.
    Section 230.457(h).
(5) In accordance with 17 C.F.R. Section 230.457(h),  the  registration  fee has
    been  calculated  on the basis of the number of shares of Common  Stock that
    may be  purchased  with the  current  assets of such Plan.  Accordingly,  no
    separate fee is required for the participation interests.

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.
Number of Pages
Exhibit Index begins on Page


<PAGE> 2



FFLC BANCORP, INC.

PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The documents  containing the information for First Federal Savings
Bank of Lake  County  Employee  Stock  Ownership  and 401(k)  Plan (the  "Plan")
required by Part I of the  Registration  Statement  will be sent or given to the
participants in the Plan as specified by Rule 428(b)(1).  Such documents are not
filed with the Securities and Exchange  Commission  (the "SEC") either as a part
of this  Registration  Statement or as a  prospectus  or  prospectus  supplement
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 following  documents  filed or to be filed with the SEC are  incorporated by
reference in this Registration Statement:

      (a) The Form 10-K report filed on March 22, 2000 by the Registrant for the
fiscal  year  ended  December  31,  1999  (File No.  000-22608)  which  includes
consolidated  balance  sheets of FFLC Bancorp,  Inc. as of December 31, 1999 and
1998.

      (b) The Form 10-Q report filed by the Registrant  for the fiscal  quarters
ended  March 31,  2000,  June 30,  2000 and  September  30,  2000  (File  Number
000-22608), filed with the SEC on April 19, 2000, July 26, 2000 and November 13,
2000, respectively.

      (c)  The  description  of  the  Registrant's  Common  Stock  contained  in
Registrant's  Form 8-A (File No.  000-22608),  as filed with the SEC pursuant to
Section 12(g) of the Securities  Exchange Act of 1934 (the "Exchange  Act"), and
rule 12b-15 promulgated thereunder.

      (d) The Plan's annual  report on Form 11-K filed with the SEC  on  January
8, 2001.

      (e) All documents filed by the Registrant and the Plan, where  applicable,
pursuant  to Section  13(a) and (c), 14 or 15(d) of the  Exchange  Act after the
date  hereof  and  prior  to the  filing  of a  post-effective  amendment  which
deregisters all securities then remaining unsold.

       ANY STATEMENT CONTAINED IN THIS REGISTRATION  STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE  HEREIN,  SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT TO THE
EXTENT THAT A STATEMENT  CONTAINED  HEREIN, OR IN ANY OTHER  SUBSEQUENTLY  FILED
DOCUMENT WHICH ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
SUPERSEDED  SHALL  NOT BE  DEEMED,  EXCEPT  AS SO  MODIFIED  OR  SUPERSEDED,  TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.


                                        2

<PAGE> 3



ITEM 4.  DESCRIPTION OF SECURITIES

The Common Stock to be offered pursuant to the Plan has been registered pursuant
to Section 12(g) of the Exchange Act.  Accordingly,  a description of the Common
Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.

Article X and XI of the Registrant's  Certificate of  Incorporation  provides as
follows:

TENTH:
-----

A.    Each person who was or is made a party or is threatened to be made a party
      to or is otherwise  involved in any action,  suit or  proceeding,  whether
      civil,   criminal,   administrative   or   investigative   (hereinafter  a
      "proceeding"),  by reason of the fact that he or she is or was a  Director
      or an Officer of the  Corporation  or is or was  serving at the request of
      the  Corporation  as a  Director,  Officer,  employee  or agent of another
      corporation or of a partnership, joint venture, trust or other enterprise,
      including service with respect to an employee benefit plan (hereinafter an
      "indemnitee"),  whether the basis of such  proceeding is alleged action in
      an official capacity as a Director,  Officer,  employee or agent or in any
      other  capacity while serving as a Director,  Officer,  employee or agent,
      shall be indemnified  and held harmless by the  Corporation to the fullest
      extent  authorized by the Delaware  General  Corporation  Law, as the same
      exists  or may  hereafter  be  amended  (but,  in  the  case  of any  such
      amendment,  only to the extent that such amendment permits the Corporation
      to provide  broader  indemnification  rights than such law  permitted  the
      Corporation  to provide  prior to such  amendment),  against all  expense,
      liability and loss (including  attorneys' fees,  judgments,  fines,  ERISA
      excise  taxes or  penalties  and amounts  paid in  settlement)  reasonably
      incurred or suffered by such indemnitee in connection therewith; provided,
      however,  that,  except as provided  in Section C hereof  with  respect to
      proceedings to enforce rights to  indemnification,  the Corporation  shall
      indemnify any such  indemnitee in  connection  with a proceeding  (or part
      thereof)  initiated by such  indemnitee  only if such  proceeding (or part
      thereof) was authorized by the Board of Directors of the Corporation.

B.    The right to indemnification conferred in Section A of this  Article TENTH
      shall  include  the  right  to be paid  by the  Corporation  the  expenses
      incurred  in  defending  any  such  proceeding  in  advance  of its  final
      disposition (hereinafter an "advancement of expenses"); provided, however,
      that, if the Delaware General Corporation Law requires,  an advancement of
      expenses incurred by an indemnitee in his or her capacity as a Director or
      Officer (and not in any other capacity in which service was or is rendered
      by such indemnitee, including, without limitation, services to an employee
      benefit  plan) shall be made only upon delivery to the  Corporation  of an
      undertaking  (hereinafter  an  "undertaking"),  by or on  behalf  of  such
      indemnitee,  to repay all amounts so advanced  if it shall  ultimately  be
      determined by final judicial decision from which there is no further right
      to appeal (hereinafter a "final adjudication") that such indemnitee is not
      entitled  to be  indemnified  for such  expenses  under  this  Section  or
      otherwise.  The  rights  to  indemnification  and  to the  advancement  of
      expenses  conferred  in  Sections A and B of this  Article  TENTH shall be
      contract rights and such rights shall continue as to an indemnitee who has
      ceased to be a Director,


                                        3

<PAGE> 4



      Officer,  employee  or  agent  and  shall  inure  to  the  benefit  of the
      indemnitee's heirs, executors and administrators.

C.    If a claim under Section A or B of  this Article TENTH is not paid in full
      by the Corporation  within 60 days after a written claim has been received
      by the  Corporation,  except in the case of a claim for an  advancement of
      expenses,  in  which  case the  applicable  period  shall be 20 days,  the
      indemnitee may at any time  thereafter  bring suit against the Corporation
      to recover the unpaid  amount of the claim.  If  successful in whole or in
      part in any such suit, or in a suit brought by the  Corporation to recover
      an advancement of expenses  pursuant to the terms of an  undertaking,  the
      indemnitee  shall be entitled to be paid also the expenses of  prosecuting
      or  defending  such suit.  In (i) any suit  brought by the  indemnitee  to
      enforce a right to indemnification hereunder (but not in a suit brought by
      the  indemnitee to enforce a right to an advancement of expenses) it shall
      be a defense that,  and (ii) in any suit by the  Corporation to recover an
      advancement  of  expenses  pursuant  to the  terms of an  undertaking  the
      Corporation  shall be  entitled  to  recover  such  expenses  upon a final
      adjudication that, the indemnitee has not met any applicable  standard for
      indemnification set forth in the Delaware General Corporation Law. Neither
      the  failure  of  the  Corporation  (including  its  Board  of  Directors,
      independent   legal  counsel,   or  its   stockholders)  to  have  made  a
      determination prior to the commencement of such suit that  indemnification
      of the  indemnitee is proper in the  circumstances  because the indemnitee
      has met the  applicable  standard  of  conduct  set forth in the  Delaware
      General  Corporation  Law, nor an actual  determination by the Corporation
      (including  its Board of  Directors,  independent  legal  counsel,  or its
      stockholders) that the indemnitee has not met such applicable  standard of
      conduct,  shall create a presumption  that the  indemnitee has not met the
      applicable  standard of conduct or, in the case of such a suit  brought by
      the  indemnitee,  be a defense  to such suit.  In any suit  brought by the
      indemnitee to enforce a right to  indemnification  or to an advancement of
      expenses  hereunder,  or by the  Corporation  to recover an advancement of
      expenses  pursuant to the terms of an  undertaking,  the burden of proving
      that  the  indemnitee  is  not  entitled  to be  indemnified,  or to  such
      advancement of expenses, under this Article TENTH or otherwise shall be on
      the Corporation.

D.    The rights to indemnification and to the advancement of expenses conferred
      in this Article  TENTH shall not be exclusive of any other right which any
      person may have or hereafter acquire under any statute,  the Corporation's
      Certificate of Incorporation,  Bylaws,  agreement, vote of stockholders or
      Disinterested Directors or otherwise.

E.    The Corporation may maintain insurance,  at its expense, to protect itself
      and any  Director,  Officer,  employee  or  agent  of the  Corporation  or
      subsidiary  or  Affiliate  or  another  corporation,   partnership,  joint
      venture, trust or other enterprise against any expense, liability or loss,
      whether  or not the  Corporation  would have the power to  indemnify  such
      person against such expense,  liability or loss under the Delaware General
      Corporation Law.

F.    The  Corporation  may,  to the  extent  authorized  from time to time by a
      majority  vote of the  Directors  who are not parties to such  proceeding,
      even though less than a quorum, grant rights to indemnification and to the
      advancement of expenses to any employee or agent of the Corporation to the
      fullest extent of the provisions of this Article TENTH with respect to the
      indemnification  and  advancement of expenses of Directors and Officers of
      the Corporation.



                                        4

<PAGE> 5



ELEVENTH:  A Director of this Corporation  shall not be personally liable to the
--------
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a Director,  except for liability:  (i) for any breach of the Director's
duty of  loyalty  to the  Corporation  or its  stockholders;  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law;  (iii) under Section 174 of the Delaware  General  Corporation
Law; or (iv) for any  transaction  from which the  Director  derived an improper
personal  benefit.  If  the  Delaware  General  Corporation  Law is  amended  to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of  Directors,  then the  liability  of a Director of the  Corporation
shall be eliminated or limited to the fullest  extent  permitted by the Delaware
General Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation  shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.   LIST OF EXHIBITS.

      The following  exhibits are filed with or  incorporated  by reference into
this  Registration  Statement on Form S-8  (numbering  corresponds  generally to
Exhibit Table in Item 601 of Regulation S-K):

      4        Stock Certificate of FFLC Bancorp, Inc. 1
      8        Tax Opinion not required.  The Registrant has submitted or hereby
               undertakes  to submit the Plan and any  amendment  thereto to the
               Internal  Revenue Service ("IRS") in a timely manner and has made
               or will make all changes  required by the IRS in order to qualify
               the plan.
      10       First  Federal  Savings  Bank  of  Lake  County  Employee   Stock
               Ownership and 401(k) Plan.

      23       Consent of Hacker, Johnson & Smith PA.
      24       Power of Attorney is located on the signature pages.
--------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
  in the Registration Statement on Form S-1 (SEC No. 333-69466), as amended.



                                        5

<PAGE> 6



Item 9.   Undertakings

      The undersigned Registrant hereby undertakes:

      (1)   To file, during any period in which it offers or sells securities, a
            post-effective amendment to this Registration Statement to:

            (i)   Include any Prospectus required by Section 10(a)(3) of the
                  Securities Act;

            (ii)  Reflect  in  the   Prospectus   any  facts  or  events  which,
                  individually  or together,  represent a fundamental  change in
                  the information 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 a 20 percent  change in the  maximum  aggregate  offering
                  price set forth in the "Calculation of Registration Fee" table
                  in the effective registration statement; and

            (iii) Include any additional or changed material  information on the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information   in  the   Registration   Statement   unless  the
                  information  required by (i) and (ii) is contained in periodic
                  reports  filed by the  Registrant  pursuant  to  Section 13 or
                  15(d) of the Exchange Act that are  incorporated  by reference
                  into this Registration Statement;

      (2)   For  determining  liability  under the Securities Act, to treat each
            post-effective  amendment  as a new  Registration  Statement  of the
            securities offered,  and the offering of the securities at that time
            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)   That, for purposes of determining any liability under the Securities
            Act,  each filing of the  Registrant's  or the Plan's  annual report
            pursuant  to  Section  13(a) or 15(d)  of the  Exchange  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.

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


                                        6

<PAGE> 7



                                   SIGNATURES

      Pursuant to the  requirements of the Securities Act of 1933, FFLC Bancorp,
Inc.  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 Leesburg, Florida on December 28, 2000.

                                      FFLC BANCORP, INC.


                                      By: /s/ Stephen T. Kurtz
                                          --------------------------------------
                                          Stephen T. Kurtz
                                          Chief Executive Officer and President


      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.

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below  constitutes  and  appoints  Stephen  T.  Kurtz,  as his true  and  lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name,  place and stead, in any and all capacities to sign any
or all amendments to the Form S-8 Registration Statement,  and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
U.S.  Securities  and  Exchange  Commission,  respectively,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act and things  requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that said  attorney-in-fact and agent or his substitute or substitutes,  may
lawfully do or cause to be done by virtue hereof.

    Name                        Title                             Date
    ----                        -----                             ----


/s/ Joseph J. Junod         Chairman of the Board             December 28, 2000
-----------------------
Joseph J. Junod



/s/ Claron D. Wagner        Vice Chairman of the Board        December 28, 2000
-----------------------
Claron D. Wagner



/s/ James P. Logan          Director                          December 28, 2000
-----------------------
James P. Logan



/s/ Ted R. Ostrander        Director                          December 28, 2000
-----------------------
Ted R. Ostrander





                                        7

<PAGE> 8




/s/ H. D. Robuck, Jr.        Director                         December 28, 2000
-----------------------
H. D. Robuck, Jr.



/s/ Howard H. Hewitt         Director                         December 28, 2000
-----------------------
Howard H. Hewitt



/s/ Stephen T. Kurtz         Chief Executive Officer,         December 28, 2000
------------------------     President and Director
Stephen T. Kurtz



/s/ Paul K. Mueller          Executive Vice President,        December 28, 2000
------------------------     Chief Operating Officer and
Paul K. Mueller              Treasurer and Director








                                        8

<PAGE> 9



THE PLAN.

    Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other  persons who  administer  the First  Federal  Savings  Bank of Lake County
Employee  Stock  Ownership  and 401(k) Plan) have duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Leesburg, Florida on December 28, 2000.

                    FIRST FEDERAL SAVINGS BANK OF LAKE COUNTY
                    EMPLOYEE STOCK OWNERSHIP AND 401(K) PLAN

                                By: /s/ Stephen T. Kurtz
                                    -------------------------------------------
                                    Stephen T. Kurtz
                                    Plan Administrator





                                        9


<PAGE> 10
<TABLE>
<CAPTION>



                                  EXHIBIT INDEX
                                  -------------


                                                                                                    Sequentially
                                                                                                      Numbered
                                                                                                         Page
 Exhibit No.     Description                 Method of Filing                                          Location
-------------   ----- ------------------     ---------------------------------------------------     ------------

      <S>        <C>                         <C>                                                         <C>
      4          Stock Certificate of        Incorporated herein by reference from the Exhibits          --
                 FFLC Bancorp, Inc.          of the Registrant's Registration Statement on Form
                                             S-1 filed with the SEC.

      10         First Federal Savings       Filed herewith.                                             11
                 Bank of Lake County
                 Employee Stock Ownership
                 and 401(k) Plan

      23         Consent of Hacker,          Filed herewith.                                             92
                 Johnson & Smith PA

      24         Power of Attorney           Located on the signature page.                               7


</TABLE>



                                          10
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 27950}]
{"company-data": {"conformed-name": "FFLC BANCORP INC", "cik": "0000912738", "assigned-sic": "6035", "irs-number": "593204891", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53362", "film-number": "1503544"}, "business-address": {"street1": "P O BOX 490420", "city": "LEESBURG", "state": "FL", "zip": "34749-0420", "phone": "352-787-3311"}, "mail-address": {"street1": "P O BOX 490420", "street2": "800 NORTH BOULEVARD WEST", "city": "LEESBURG", "state": "FL", "zip": "34749-0420"}}
1

As filed with the Securities and Exchange Commission on January 8, 2001
                                                  Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                               FFLC BANCORP, INC.
   (exact name of registrant as specified in its certificate of incorporation)

         DELAWARE                                     59-3204891
(state or other jurisdiction of           (IRS Employer Identification No.)
incorporation or organization)

                            800 NORTH BOULEVARD WEST
                          LEESBURG, FLORIDA 34749-0420
                                 (352) 787-3311

       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)
                    FIRST FEDERAL SAVINGS BANK OF LAKE COUNTY
                            EMPLOYEE STOCK OWNERSHIP
                                 AND 401(K) PLAN
                            (Full Title of the Plan)
                      ------------------------------------
STEPHEN T. KURTZ                          COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER     GEORGE W. MURPHY, JR., ESQ.
FFLC BANCORP, INC.                        SUZANNE A. WALKER, ESQ.
800 NORTH BOULEVARD WEST                  MULDOON MURPHY & FAUCETTE LLP
LEESBURG, FLORIDA 34749-0420              5105 WISCONSIN AVENUE, N.W.
(352) 787-3311                            WASHINGTON, D.C. 20016
(Name, address, including zip code, and   (202) 362-0840
telephone number, including area code,
of agent for service)

    If any of the securities being registered on this Form are to be offered
           on a delayed or continuous basis pursuant to Rule 415 under
           the Securities Act of 1933, check the following box. / X /
======================================================================================================
   Title of each Class of      Amount to be     Proposed Purchase   Estimated Aggregate  Registration
Securities to be Registered    Registered (1)   Price Per Share      Offering Price(2)       Fee
------------------------------------------------------------------------------------------------------
Common Stock                  75,438
   $.01 par Value                 Shares          $14.8125(3)            $1,117,438         $279
------------------------------------------------------------------------------------------------------
    Participation
      Interests                    (4)                                                       (5)
======================================================================================================
(1) Together with an  indeterminate  number of  additional  shares  which may be
    necessary to adjust the number of shares  reserved for issuance  pursuant to
    the First Federal  Savings Bank of Lake County  Employee Stock Ownership and
    401(k) Plan (the "Plan") as the result of a stock split,  stock  dividend or
    similar  adjustment of the  outstanding  Common Stock of FFLC Bancorp,  Inc.
    pursuant to 17 C.F.R. Section 230.416(a).
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The  last sale price of the common stock of FFLC Bancorp, Inc.  (the "Common
    Stock") as  reported  on the Nasdaq  Stock  Market on  December  28, 2000 in
    accordance with 17 C.F.R. Section 230.457(c).
(4) In addition, pursuant  to  17 C.F.R. Section 230.416(c),  this  registration
    statement also covers an indeterminate  amount of interests to be offered or
    sold pursuant to the employee  benefit plan described  herein based upon the
    maximum  amount  that could be issued  under the plan  pursuant to 17 C.F.R.
    Section 230.457(h).
(5) In accordance with 17 C.F.R. Section 230.457(h),  the  registration  fee has
    been  calculated  on the basis of the number of shares of Common  Stock that
    may be  purchased  with the  current  assets of such Plan.  Accordingly,  no
    separate fee is required for the participation interests.

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.
Number of Pages
Exhibit Index begins on Page
2

FFLC BANCORP, INC.

PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The documents  containing the information for First Federal Savings
Bank of Lake  County  Employee  Stock  Ownership  and 401(k)  Plan (the  "Plan")
required by Part I of the  Registration  Statement  will be sent or given to the
participants in the Plan as specified by Rule 428(b)(1).  Such documents are not
filed with the Securities and Exchange  Commission  (the "SEC") either as a part
of this  Registration  Statement or as a  prospectus  or  prospectus  supplement
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 following  documents  filed or to be filed with the SEC are  incorporated by
reference in this Registration Statement:

      (a) The Form 10-K report filed on March 22, 2000 by the Registrant for the
fiscal  year  ended  December  31,  1999  (File No.  000-22608)  which  includes
consolidated  balance  sheets of FFLC Bancorp,  Inc. as of December 31, 1999 and
1998.

      (b) The Form 10-Q report filed by the Registrant  for the fiscal  quarters
ended  March 31,  2000,  June 30,  2000 and  September  30,  2000  (File  Number
000-22608), filed with the SEC on April 19, 2000, July 26, 2000 and November 13,
2000, respectively.

      (c)  The  description  of  the  Registrant's  Common  Stock  contained  in
Registrant's  Form 8-A (File No.  000-22608),  as filed with the SEC pursuant to
Section 12(g) of the Securities  Exchange Act of 1934 (the "Exchange  Act"), and
rule 12b-15 promulgated thereunder.

      (d) The Plan's annual  report on Form 11-K filed with the SEC  on  January
8, 2001.

      (e) All documents filed by the Registrant and the Plan, where  applicable,
pursuant  to Section  13(a) and (c), 14 or 15(d) of the  Exchange  Act after the
date  hereof  and  prior  to the  filing  of a  post-effective  amendment  which
deregisters all securities then remaining unsold.

       ANY STATEMENT CONTAINED IN THIS REGISTRATION  STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE  HEREIN,  SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT TO THE
EXTENT THAT A STATEMENT  CONTAINED  HEREIN, OR IN ANY OTHER  SUBSEQUENTLY  FILED
DOCUMENT WHICH ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
SUPERSEDED  SHALL  NOT BE  DEEMED,  EXCEPT  AS SO  MODIFIED  OR  SUPERSEDED,  TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

                                        2
3

ITEM 4.  DESCRIPTION OF SECURITIES

The Common Stock to be offered pursuant to the Plan has been registered pursuant
to Section 12(g) of the Exchange Act.  Accordingly,  a description of the Common
Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.

Article X and XI of the Registrant's  Certificate of  Incorporation  provides as
follows:

TENTH:
-----

A.    Each person who was or is made a party or is threatened to be made a party
      to or is otherwise  involved in any action,  suit or  proceeding,  whether
      civil,   criminal,   administrative   or   investigative   (hereinafter  a
      "proceeding"),  by reason of the fact that he or she is or was a  Director
      or an Officer of the  Corporation  or is or was  serving at the request of
      the  Corporation  as a  Director,  Officer,  employee  or agent of another
      corporation or of a partnership, joint venture, trust or other enterprise,
      including service with respect to an employee benefit plan (hereinafter an
      "indemnitee"),  whether the basis of such  proceeding is alleged action in
      an official capacity as a Director,  Officer,  employee or agent or in any
      other  capacity while serving as a Director,  Officer,  employee or agent,
      shall be indemnified  and held harmless by the  Corporation to the fullest
      extent  authorized by the Delaware  General  Corporation  Law, as the same
      exists  or may  hereafter  be  amended  (but,  in  the  case  of any  such
      amendment,  only to the extent that such amendment permits the Corporation
      to provide  broader  indemnification  rights than such law  permitted  the
      Corporation  to provide  prior to such  amendment),  against all  expense,
      liability and loss (including  attorneys' fees,  judgments,  fines,  ERISA
      excise  taxes or  penalties  and amounts  paid in  settlement)  reasonably
      incurred or suffered by such indemnitee in connection therewith; provided,
      however,  that,  except as provided  in Section C hereof  with  respect to
      proceedings to enforce rights to  indemnification,  the Corporation  shall
      indemnify any such  indemnitee in  connection  with a proceeding  (or part
      thereof)  initiated by such  indemnitee  only if such  proceeding (or part
      thereof) was authorized by the Board of Directors of the Corporation.

B.    The right to indemnification conferred in Section A of this  Article TENTH
      shall  include  the  right  to be paid  by the  Corporation  the  expenses
      incurred  in  defending  any  such  proceeding  in  advance  of its  final
      disposition (hereinafter an "advancement of expenses"); provided, however,
      that, if the Delaware General Corporation Law requires,  an advancement of
      expenses incurred by an indemnitee in his or her capacity as a Director or
      Officer (and not in any other capacity in which service was or is rendered
      by such indemnitee, including, without limitation, services to an employee
      benefit  plan) shall be made only upon delivery to the  Corporation  of an
      undertaking  (hereinafter  an  "undertaking"),  by or on  behalf  of  such
      indemnitee,  to repay all amounts so advanced  if it shall  ultimately  be
      determined by final judicial decision from which there is no further right
      to appeal (hereinafter a "final adjudication") that such indemnitee is not
      entitled  to be  indemnified  for such  expenses  under  this  Section  or
      otherwise.  The  rights  to  indemnification  and  to the  advancement  of
      expenses  conferred  in  Sections A and B of this  Article  TENTH shall be
      contract rights and such rights shall continue as to an indemnitee who has
      ceased to be a Director,

                                        3
4

      Officer,  employee  or  agent  and  shall  inure  to  the  benefit  of the
      indemnitee's heirs, executors and administrators.

C.    If a claim under Section A or B of  this Article TENTH is not paid in full
      by the Corporation  within 60 days after a written claim has been received
      by the  Corporation,  except in the case of a claim for an  advancement of
      expenses,  in  which  case the  applicable  period  shall be 20 days,  the
      indemnitee may at any time  thereafter  bring suit against the Corporation
      to recover the unpaid  amount of the claim.  If  successful in whole or in
      part in any such suit, or in a suit brought by the  Corporation to recover
      an advancement of expenses  pursuant to the terms of an  undertaking,  the
      indemnitee  shall be entitled to be paid also the expenses of  prosecuting
      or  defending  such suit.  In (i) any suit  brought by the  indemnitee  to
      enforce a right to indemnification hereunder (but not in a suit brought by
      the  indemnitee to enforce a right to an advancement of expenses) it shall
      be a defense that,  and (ii) in any suit by the  Corporation to recover an
      advancement  of  expenses  pursuant  to the  terms of an  undertaking  the
      Corporation  shall be  entitled  to  recover  such  expenses  upon a final
      adjudication that, the indemnitee has not met any applicable  standard for
      indemnification set forth in the Delaware General Corporation Law. Neither
      the  failure  of  the  Corporation  (including  its  Board  of  Directors,
      independent   legal  counsel,   or  its   stockholders)  to  have  made  a
      determination prior to the commencement of such suit that  indemnification
      of the  indemnitee is proper in the  circumstances  because the indemnitee
      has met the  applicable  standard  of  conduct  set forth in the  Delaware
      General  Corporation  Law, nor an actual  determination by the Corporation
      (including  its Board of  Directors,  independent  legal  counsel,  or its
      stockholders) that the indemnitee has not met such applicable  standard of
      conduct,  shall create a presumption  that the  indemnitee has not met the
      applicable  standard of conduct or, in the case of such a suit  brought by
      the  indemnitee,  be a defense  to such suit.  In any suit  brought by the
      indemnitee to enforce a right to  indemnification  or to an advancement of
      expenses  hereunder,  or by the  Corporation  to recover an advancement of
      expenses  pursuant to the terms of an  undertaking,  the burden of proving
      that  the  indemnitee  is  not  entitled  to be  indemnified,  or to  such
      advancement of expenses, under this Article TENTH or otherwise shall be on
      the Corporation.

D.    The rights to indemnification and to the advancement of expenses conferred
      in this Article  TENTH shall not be exclusive of any other right which any
      person may have or hereafter acquire under any statute,  the Corporation's
      Certificate of Incorporation,  Bylaws,  agreement, vote of stockholders or
      Disinterested Directors or otherwise.

E.    The Corporation may maintain insurance,  at its expense, to protect itself
      and any  Director,  Officer,  employee  or  agent  of the  Corporation  or
      subsidiary  or  Affiliate  or  another  corporation,   partnership,  joint
      venture, trust or other enterprise against any expense, liability or loss,
      whether  or not the  Corporation  would have the power to  indemnify  such
      person against such expense,  liability or loss under the Delaware General
      Corporation Law.

F.    The  Corporation  may,  to the  extent  authorized  from time to time by a
      majority  vote of the  Directors  who are not parties to such  proceeding,
      even though less than a quorum, grant rights to indemnification and to the
      advancement of expenses to any employee or agent of the Corporation to the
      fullest extent of the provisions of this Article TENTH with respect to the
      indemnification  and  advancement of expenses of Directors and Officers of
      the Corporation.

                                        4
5

ELEVENTH:  A Director of this Corporation  shall not be personally liable to the
--------
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a Director,  except for liability:  (i) for any breach of the Director's
duty of  loyalty  to the  Corporation  or its  stockholders;  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law;  (iii) under Section 174 of the Delaware  General  Corporation
Law; or (iv) for any  transaction  from which the  Director  derived an improper
personal  benefit.  If  the  Delaware  General  Corporation  Law is  amended  to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of  Directors,  then the  liability  of a Director of the  Corporation
shall be eliminated or limited to the fullest  extent  permitted by the Delaware
General Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation  shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.   LIST OF EXHIBITS.

      The following  exhibits are filed with or  incorporated  by reference into
this  Registration  Statement on Form S-8  (numbering  corresponds  generally to
Exhibit Table in Item 601 of Regulation S-K):

      4        Stock Certificate of FFLC Bancorp, Inc. 1
      8        Tax Opinion not required.  The Registrant has submitted or hereby
               undertakes  to submit the Plan and any  amendment  thereto to the
               Internal  Revenue Service ("IRS") in a timely manner and has made
               or will make all changes  required by the IRS in order to qualify
               the plan.
      10       First  Federal  Savings  Bank  of  Lake  County  Employee   Stock
               Ownership and 401(k) Plan.

      23       Consent of Hacker, Johnson & Smith PA.
      24       Power of Attorney is located on the signature pages.
--------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
  in the Registration Statement on Form S-1 (SEC No. 333-69466), as amended.

                                        5
6

Item 9.   Undertakings

      The undersigned Registrant hereby undertakes:

      (1)   To file, during any period in which it offers or sells securities, a
            post-effective amendment to this Registration Statement to:

            (i)   Include any Prospectus required by Section 10(a)(3) of the
                  Securities Act;

            (ii)  Reflect  in  the   Prospectus   any  facts  or  events  which,
                  individually  or together,  represent a fundamental  change in
                  the information 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 a 20 percent  change in the  maximum  aggregate  offering
                  price set forth in the "Calculation of Registration Fee" table
                  in the effective registration statement; and

            (iii) Include any additional or changed material  information on the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information   in  the   Registration   Statement   unless  the
                  information  required by (i) and (ii) is contained in periodic
                  reports  filed by the  Registrant  pursuant  to  Section 13 or
                  15(d) of the Exchange Act that are  incorporated  by reference
                  into this Registration Statement;

      (2)   For  determining  liability  under the Securities Act, to treat each
            post-effective  amendment  as a new  Registration  Statement  of the
            securities offered,  and the offering of the securities at that time
            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)   That, for purposes of determining any liability under the Securities
            Act,  each filing of the  Registrant's  or the Plan's  annual report
            pursuant  to  Section  13(a) or 15(d)  of the  Exchange  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.

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

                                        6
7

                                   SIGNATURES

      Pursuant to the  requirements of the Securities Act of 1933, FFLC Bancorp,
Inc.  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 Leesburg, Florida on December 28, 2000.

                                      FFLC BANCORP, INC.

                                      By: /s/ Stephen T. Kurtz
                                          --------------------------------------
                                          Stephen T. Kurtz
                                          Chief Executive Officer and President

      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.

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below  constitutes  and  appoints  Stephen  T.  Kurtz,  as his true  and  lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name,  place and stead, in any and all capacities to sign any
or all amendments to the Form S-8 Registration Statement,  and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
U.S.  Securities  and  Exchange  Commission,  respectively,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act and things  requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that said  attorney-in-fact and agent or his substitute or substitutes,  may
lawfully do or cause to be done by virtue hereof.

    Name                        Title                             Date
    ----                        -----                             ----

/s/ Joseph J. Junod         Chairman of the Board             December 28, 2000
-----------------------
Joseph J. Junod

/s/ Claron D. Wagner        Vice Chairman of the Board        December 28, 2000
-----------------------
Claron D. Wagner

/s/ James P. Logan          Director                          December 28, 2000
-----------------------
James P. Logan

/s/ Ted R. Ostrander        Director                          December 28, 2000
-----------------------
Ted R. Ostrander

                                        7
8

/s/ H. D. Robuck, Jr.        Director                         December 28, 2000
-----------------------
H. D. Robuck, Jr.

/s/ Howard H. Hewitt         Director                         December 28, 2000
-----------------------
Howard H. Hewitt

/s/ Stephen T. Kurtz         Chief Executive Officer,         December 28, 2000
------------------------     President and Director
Stephen T. Kurtz

/s/ Paul K. Mueller          Executive Vice President,        December 28, 2000
------------------------     Chief Operating Officer and
Paul K. Mueller              Treasurer and Director

                                        8
9

THE PLAN.

    Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other  persons who  administer  the First  Federal  Savings  Bank of Lake County
Employee  Stock  Ownership  and 401(k) Plan) have duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Leesburg, Florida on December 28, 2000.

                    FIRST FEDERAL SAVINGS BANK OF LAKE COUNTY
                    EMPLOYEE STOCK OWNERSHIP AND 401(K) PLAN

                                By: /s/ Stephen T. Kurtz
                                    -------------------------------------------
                                    Stephen T. Kurtz
                                    Plan Administrator

                                        9
10
EXHIBIT INDEX
                                  -------------

                                                                                                    Sequentially
                                                                                                      Numbered
                                                                                                         Page
 Exhibit No.     Description                 Method of Filing                                          Location
-------------   ----- ------------------     ---------------------------------------------------     ------------
4          Stock Certificate of        Incorporated herein by reference from the Exhibits          --
                 FFLC Bancorp, Inc.          of the Registrant's Registration Statement on Form
                                             S-1 filed with the SEC.

      10         First Federal Savings       Filed herewith.                                             11
                 Bank of Lake County
                 Employee Stock Ownership
                 and 401(k) Plan

      23         Consent of Hacker,          Filed herewith.                                             92
                 Johnson & Smith PA

      24         Power of Attorney           Located on the signature page.                               7
10