As filed with the Securities and Exchange Commission on March 7, 2003
                                                  Registration No. 333- ________

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

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

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

           DELAWARE                                            61-1271129
-------------------------------                             --------------------
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

                              216 WEST MAIN STREET
                         FRANKFORT, KENTUCKY 40602-0535
                    ----------------------------------------
                    (Address of Principal Executive Offices)

            FRANKFORT FIRST BANCORP, INC./FIRST FEDERAL SAVINGS BANK
                         JUNIOR OFFICER RECOGNITION PLAN
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                             DON JENNINGS, PRESIDENT
                          FRANKFORT FIRST BANCORP, INC.
                              216 WEST MAIN STREET
                         FRANKFORT, KENTUCKY 40602-0535
                     ---------------------------------------
                     (Name and Address of Agent For Service)

                                 (502) 223-1658
--------------------------------------------------------------------------------
          (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
----------------------------------------------------------------------------------------------------------
<S>                             <C>                 <C>                     <C>                  <C>
Common Stock
$.01 par value                  8,000               $17.06 (2)              $136,480 (2)         $11.04
==========================================================================================================
<FN>
(1)  Maximum  number  of shares  issuable  under the  Frankfort  First  Bancorp,
     Inc./First  Federal Savings Bank Junior Officer  Recognition  Plan, as such
     amounts may be  increased  in  accordance  with said plan in the event of a
     merger,  consolidation,  recapitalization  or similar  event  involving the
     Registrant.
(2)  Pursuant to Rule 457(h),  the shares being registered hereby are based upon
     the average of the bid and asked selling  prices of the common stock of the
     Registrant  as  reported  on the  Nasdaq  Stock  Market on March 3, 2003 of
     $17.06 per share ($136,480 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 8,000 shares of
Common Stock,  $.01 par value per share, of Frankfort  First Bancorp,  Inc. (the
"Company") reserved for issuance and delivery under the Frankfort First Bancorp,
Inc./First  Federal Savings Bank Junior Officer  Recognition  Plan (the "Plan").
Documents  containing the  information  required by Part I of this  Registration
Statement will be sent or given to  participants  in the Plan in accordance with
Rule  428(b)(1).  In accordance  with Note to Part I of Form S-8, such documents
are not filed with the Securities  and Exchange  Commission  (the  "Commission")
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

     Frankfort   First  Bancorp,   Inc.  (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-K for the fiscal year ended June
30, 2002 filed with the  Commission on September 30, 2002  (Commission  File No.
0-26360).

     (b) The  Company's  Quarterly  Report  on Form 10-Q for the  quarter  ended
September 30, 2002 filed with the  Commission  on November 14, 2002  (Commission
File No. 0-26360).

     (c) The  Company's  Quarterly  Report  on Form 10-Q for the  quarter  ended
December 31, 2002 filed with the Commission on February 7, 2003 (Commission File
No. 0-26360).

     (d)  The  description  of the  Company's  Securities  as  contained  in the
Company's  Registration  Statement on Form 8-A filed with the Commission on July
3, 1995.

     ALL DOCUMENTS SUBSEQUENTLY FILED BY THE COMPANY PURSUANT TO SECTIONS 13(a),
13(c), 14, AND 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934, AS AMENDED,  AFTER
THE DATE HEREOF AND PRIOR TO THE  TERMINATION  OF THE  OFFERING OF THE SHARES OF
COMMON STOCK,  PAR VALUE $.01 PER SHARE  ("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.

                                       2
<PAGE>
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
------

     In  addition  to and apart  from the  indemnification  provided  for in the
Delaware  General  Corporation  Law, as from time to time  amended,  the Company
shall  provide  indemnification  to its directors as outlined in Article XVII of
the Company's Certificate of Incorporation as stated below:

     A. Persons.  The  Corporation  shall  indemnify,  to the extent provided in
        -------
paragraphs B, D or F:

          (1) any person who is or was a director,  officer,  employee, or agent
     of the Corporation; and

          (2) any person who serves or served at the Corporation's  request as a
     director,   officer,   employee,  agent,  partner  or  trustee  of  another
     corporation, partnership, joint venture, trust or other enterprise.

     B.  Extent  --  Derivative  Suits.  In case  of a  threatened,  pending  or
         -----------------------------
completed action or suit by or in the right of the Corporation  against a person
named in  paragraph A by reason of his holding a position  named in paragraph A,
the Corporation shall indemnify him if he satisfies the standard in paragraph C,
for  expenses   (including   attorneys'  fees  but  excluding  amounts  paid  in
settlement)  actually  and  reasonably  incurred by him in  connection  with the
defense or settlement of the action or suit.

     C.  Standard--  Derivative  Suits.  In case  of a  threatened,  pending  or
         -----------------------------
completed action or suit by or in the right of the  Corporation,  a person named
in paragraph A shall be indemnified only if:

          (1) he is successful on the merits or otherwise; or

          (2) he acted in good faith in the transaction  which is the subject of
     the suit or action, and in a manner he reasonably believed to be in, or not
     opposed  to, the best  interests  of the  Corporation,  including,  but not
     limited  to,  the  taking of any and all  actions  in  connection  with the
     Corporation's  response  to any tender  offer or any offer or  proposal  of
     another  party to engage in a Business  Combination  (as defined in Article
     XV) not  approved  by the  board of  directors.  However,  he shall  not be
     indemnified  in respect  of any  claim,  issue or matter as to which he has
     been  adjudged  liable to the  Corporation  unless  (and only to the extent
     that)  the  court in  which  the suit was  brought  shall  determine,  upon
     application,  that  despite  the  adjudication  but  in  view  of  all  the
     circumstances,  he is fairly and reasonably  entitled to indemnity for such
     expenses as the court shall deem proper.

     D.  Extent --  Nonderivative  Suits.  In case of a  threatened,  pending or
         -------------------------------
completed suit, action or proceeding (whether civil, criminal, administrative or
investigative),  other  than  a  suit  by or in the  right  of the  Corporation,
together hereafter  referred to as a nonderivative  suit, against a person named
in  paragraph A by reason of his holding a position  named in  paragraph  A, the
Corporation shall indemnify him if he satisfies the standard in paragraph E, for
amounts  actually and reasonably  incurred by him in connection with the defense
or  settlement  of the  nonderivative  suit,  including,  but not limited to (i)
expenses  (including  attorneys' fees),  (ii) amounts paid in settlement,  (iii)
judgments, and (iv) fines.

     E.  Standard--  Nonderivative  Suits.  In case of a  nonderivative  suit, a
         --------------------------------
person named in paragraph A shall be indemnified only if:

          (1) he is successful on the merits or otherwise; or

                                       3
<PAGE>

               (2)  he  acted  in good  faith  in the  transaction  which is the
          subject  of the  nonderivative  suit  and in a  manner  he  reasonably
          believed  to be in,  or not  opposed  to,  the best  interests  of the
          Corporation,  including, but not limited to, the taking of any and all
          actions in connection  with the  Corporation's  response to any tender
          offer or any  offer or  proposal  of  another  party  to  engage  in a
          Business  Combination  (as defined in Article XV) not  approved by the
          board of  directors  and,  with  respect  to any  criminal  action  or
          proceeding,  he had no  reasonable  cause to believe  his  conduct was
          unlawful. The termination of a nonderivative suit by judgment,  order,
          settlement,  conviction,  or  upon a plea of  nolo  contendere  or its
                                                        ----  ----------
          equivalent shall not, in itself,  create a presumption that the person
          failed to satisfy the standard of this subparagraph E(2).

     F.  Determination  That  Standard  Has Been Met. A  determination  that the
         -------------------------------------------
standard of  paragraph  C or E has been  satisfied  may be made by a court,  or,
except as stated in subparagraph C(2) (second  sentence),  the determination may
be made by:

               (1)  the  board  of  directors  by a  majority  vote of a  quorum
          consisting of directors of the Corporation who were not parties to the
          action, suit or proceeding; or

               (2)  independent  legal  counsel  (appointed by a majority of the
          disinterested  directors of the Corporation,  whether or not a quorum)
          in a written opinion; or

               (3) the stockholders of the Corporation.

     G. Proration. Anyone making a determination under paragraph F may determine
        ---------
that a person has met the standard as to some matters but not as to others,  and
may reasonably prorate amounts to be indemnified.

     H.  Advance  Payment.  The  Corporation  shall pay in advance any  expenses
         ----------------
(including  attorneys' fees) which may become subject to  indemnification  under
paragraphs A through G if:

               (1) the board of directors authorizes the specific payment; and

               (2) the person  receiving  the payment  undertakes  in writing to
          repay the same if it is ultimately  determined that he is not entitled
          to indemnification by the Corporation under paragraphs A through G.

     I.  Nonexclusive.  The  indemnification  and  advance  payment of  expenses
         ------------
provided by paragraphs A through H shall not be exclusive of any other rights to
which a person may be entitled by law, bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.

     J. Continuation. The indemnification provided by this Article XVII shall be
        ------------
deemed to be a contract  between the  Corporation  and the  persons  entitled to
indemnification  thereunder, and any repeal or modification of this Article XVII
shall not affect any rights or  obligations  then  existing  with respect to any
state of facts then or  theretofore  existing or any action,  suit or proceeding
theretofore or thereafter  brought based in whole or in part upon any such state
of facts.  The  indemnification  and advance  payment  provided by  paragraphs A
through H shall  continue as to a person who has ceased to hold a position named
in paragraph A and shall inure to his heirs, executors and administrators.

     K. Insurance. The Corporation may purchase and maintain insurance on behalf
        ---------
of any  person  who holds or who has held any  position  named in  paragraph  A,
against any liability  incurred by him in any such  position,  or arising out of
his status as such, whether or not the Corporation would have power to indemnify
him against such liability under paragraphs A through H.

     L. Intention and Savings  Clause.  It is the intention of this Article XVII
        -----------------------------
to provide for  indemnification  to the fullest extent  permitted by the General
Corporation  Law of the  State of  Delaware,  and  this  Article  XVII  shall be
interpreted  accordingly.  If this Article  XVII or any portion  hereof shall be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation shall nevertheless indemnify each director,  officer,  employee, and
agent  of  the  Corporation  as  to  costs,  charges,  and  expenses  (including
attorneys' fees), judgments,  fines, and amounts paid in settlement with respect
to any action, suit, or proceeding, whether civil, criminal,  administrative, or

                                       4
<PAGE>

investigative,  including an action by or in the right of the Corporation to the
full extent permitted by any applicable  portion of this Article XVII that shall
not have been invalidated and to the full extent permitted by applicable law. If
the  General  Corporation  Law of the State of  Delaware  is  amended,  or other
Delaware law is enacted, to permit further or additional  indemnification of the
persons defined in this Article XVII A, then the indemnification of such persons
shall be to the fullest extent  permitted by the General  Corporation Law of the
State of Delaware, as so amended, or such other Delaware law.

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

     Not Applicable.

ITEM 8.  EXHIBITS
------

     The exhibits scheduled to be filed or included as part of this Registration
Statement are as follows:

  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  (appears in their opinion
          filed as Exhibit 5)

 23.2     Consent of Grant Thornton LLP

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

 99.1     Frankfort  First  Bancorp,  Inc./First  Federal  Savings  Bank  Junior
          Officer Recognition Plan

 99.2     Form of Notice of Award

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.

                                       5
<PAGE>

     (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.

                                       6
<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 Frankfort,  Commonwealth of Kentucky, on February 11,
2003.



                                  FRANKFORT FIRST BANCORP, INC.


                                  By: /s/ Don Jennings
                                      ------------------------------------------
                                      Don Jennings
                                      President and Chief Executive Officer
                                      (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  Directors of Frankfort  First Bancorp,  Inc.,  hereby
severally  constitute and appoint Don Jennings,  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 Don Jennings,  who may
act, may deem necessary or advisable to enable Frankfort 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 Frankfort  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 Don  Jennings,  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.
<TABLE>
<CAPTION>
     Signatures                                        Title                                         Date
     ----------                                        -----                                         ----

<S>                                                 <C>                                             <C>
By: /s/ Don Jennings
    --------------------------------
       Don Jennings                                 President and Chief Executive                   February 11, 2003
                                                    Officer (Principal Executive
                                                    Officer)

By:  /s/ William C. Jennings                        Chairman of the Board                           February 6, 2003
     -------------------------------
       William C. Jennings


By: /s/ R. Clay Hulette                             Vice President                                  February 20, 2003
    --------------------------------                (Principal Financial and Accounting
       R. Clay Hulette                              Officer)


By:  /s/ Danny A. Garland                           Vice President and Director                     February 20, 2003
     --------------------------------
       Danny A. Garland

<PAGE>


By: /s/ Charles A. Cotton, III                      Director                                        February 11, 2003
    --------------------------------
       Charles A. Cotton, III


By: /s/ David Eddins                                Director                                        February 11, 2003
    --------------------------------
       David Eddins


By: /s/ William M. Johnson                          Director                                        February 11, 2003
    --------------------------------
       William M. Johnson


By: /s/ Frank McGrath                               Director                                        February 11, 2003
    --------------------------------
       Frank McGrath


By:                                                 Director
    --------------------------------
       Herman D. Regan, Jr.


By: /s/ C. Michael Davenport                        Director                                        February 11, 2003
    --------------------------------
       C. Michael Davenport
</TABLE>

<PAGE>

                                INDEX TO 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 (appears in their
                  opinion filed as Exhibit 5)

   23.2           Consent of Grant Thornton LLP

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

   99.1           Frankfort First Bancorp, Inc./First Federal Savings Bank
                  Junior Officer Recognition Plan

   99.2           Form of Notice of Award
[{"type": "S-8", "sequence": "1", "filename": "fms83703-1797.txt", "description": "FORM S-8 JURNIOR OFFICERS RECOGNITION PLAN", "secsgml_size_bytes": 27429}]
{"company-data": {"conformed-name": "FRANKFORT FIRST BANCORP INC", "cik": "0000930182", "assigned-sic": "6035", "irs-number": "611271129", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103668", "film-number": "03596213"}, "business-address": {"street1": "216 W MAIN ST", "city": "FRANKFORT", "state": "KY", "zip": "40602", "phone": "5022231638"}, "mail-address": {"street1": "P O BOX 535", "city": "FRANKFORT", "state": "KY", "zip": "40602"}}
As filed with the Securities and Exchange Commission on March 7, 2003
                                                  Registration No. 333- ________

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

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

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

           DELAWARE                                            61-1271129
-------------------------------                             --------------------
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

                              216 WEST MAIN STREET
                         FRANKFORT, KENTUCKY 40602-0535
                    ----------------------------------------
                    (Address of Principal Executive Offices)

            FRANKFORT FIRST BANCORP, INC./FIRST FEDERAL SAVINGS BANK
                         JUNIOR OFFICER RECOGNITION PLAN
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                             DON JENNINGS, PRESIDENT
                          FRANKFORT FIRST BANCORP, INC.
                              216 WEST MAIN STREET
                         FRANKFORT, KENTUCKY 40602-0535
                     ---------------------------------------
                     (Name and Address of Agent For Service)

                                 (502) 223-1658
--------------------------------------------------------------------------------
          (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                  8,000               $17.06 (2)              $136,480 (2)         $11.04
==========================================================================================================
(1)  Maximum  number  of shares  issuable  under the  Frankfort  First  Bancorp,
     Inc./First  Federal Savings Bank Junior Officer  Recognition  Plan, as such
     amounts may be  increased  in  accordance  with said plan in the event of a
     merger,  consolidation,  recapitalization  or similar  event  involving the
     Registrant.
(2)  Pursuant to Rule 457(h),  the shares being registered hereby are based upon
     the average of the bid and asked selling  prices of the common stock of the
     Registrant  as  reported  on the  Nasdaq  Stock  Market on March 3, 2003 of
     $17.06 per share ($136,480 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 8,000 shares of
Common Stock,  $.01 par value per share, of Frankfort  First Bancorp,  Inc. (the
"Company") reserved for issuance and delivery under the Frankfort First Bancorp,
Inc./First  Federal Savings Bank Junior Officer  Recognition  Plan (the "Plan").
Documents  containing the  information  required by Part I of this  Registration
Statement will be sent or given to  participants  in the Plan in accordance with
Rule  428(b)(1).  In accordance  with Note to Part I of Form S-8, such documents
are not filed with the Securities  and Exchange  Commission  (the  "Commission")
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

     Frankfort   First  Bancorp,   Inc.  (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-K for the fiscal year ended June
30, 2002 filed with the  Commission on September 30, 2002  (Commission  File No.
0-26360).

     (b) The  Company's  Quarterly  Report  on Form 10-Q for the  quarter  ended
September 30, 2002 filed with the  Commission  on November 14, 2002  (Commission
File No. 0-26360).

     (c) The  Company's  Quarterly  Report  on Form 10-Q for the  quarter  ended
December 31, 2002 filed with the Commission on February 7, 2003 (Commission File
No. 0-26360).

     (d)  The  description  of the  Company's  Securities  as  contained  in the
Company's  Registration  Statement on Form 8-A filed with the Commission on July
3, 1995.

     ALL DOCUMENTS SUBSEQUENTLY FILED BY THE COMPANY PURSUANT TO SECTIONS 13(a),
13(c), 14, AND 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934, AS AMENDED,  AFTER
THE DATE HEREOF AND PRIOR TO THE  TERMINATION  OF THE  OFFERING OF THE SHARES OF
COMMON STOCK,  PAR VALUE $.01 PER SHARE  ("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.

                                       2
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
------

     In  addition  to and apart  from the  indemnification  provided  for in the
Delaware  General  Corporation  Law, as from time to time  amended,  the Company
shall  provide  indemnification  to its directors as outlined in Article XVII of
the Company's Certificate of Incorporation as stated below:

     A. Persons.  The  Corporation  shall  indemnify,  to the extent provided in
        -------
paragraphs B, D or F:

          (1) any person who is or was a director,  officer,  employee, or agent
     of the Corporation; and

          (2) any person who serves or served at the Corporation's  request as a
     director,   officer,   employee,  agent,  partner  or  trustee  of  another
     corporation, partnership, joint venture, trust or other enterprise.

     B.  Extent  --  Derivative  Suits.  In case  of a  threatened,  pending  or
         -----------------------------
completed action or suit by or in the right of the Corporation  against a person
named in  paragraph A by reason of his holding a position  named in paragraph A,
the Corporation shall indemnify him if he satisfies the standard in paragraph C,
for  expenses   (including   attorneys'  fees  but  excluding  amounts  paid  in
settlement)  actually  and  reasonably  incurred by him in  connection  with the
defense or settlement of the action or suit.

     C.  Standard--  Derivative  Suits.  In case  of a  threatened,  pending  or
         -----------------------------
completed action or suit by or in the right of the  Corporation,  a person named
in paragraph A shall be indemnified only if:

          (1) he is successful on the merits or otherwise; or

          (2) he acted in good faith in the transaction  which is the subject of
     the suit or action, and in a manner he reasonably believed to be in, or not
     opposed  to, the best  interests  of the  Corporation,  including,  but not
     limited  to,  the  taking of any and all  actions  in  connection  with the
     Corporation's  response  to any tender  offer or any offer or  proposal  of
     another  party to engage in a Business  Combination  (as defined in Article
     XV) not  approved  by the  board of  directors.  However,  he shall  not be
     indemnified  in respect  of any  claim,  issue or matter as to which he has
     been  adjudged  liable to the  Corporation  unless  (and only to the extent
     that)  the  court in  which  the suit was  brought  shall  determine,  upon
     application,  that  despite  the  adjudication  but  in  view  of  all  the
     circumstances,  he is fairly and reasonably  entitled to indemnity for such
     expenses as the court shall deem proper.

     D.  Extent --  Nonderivative  Suits.  In case of a  threatened,  pending or
         -------------------------------
completed suit, action or proceeding (whether civil, criminal, administrative or
investigative),  other  than  a  suit  by or in the  right  of the  Corporation,
together hereafter  referred to as a nonderivative  suit, against a person named
in  paragraph A by reason of his holding a position  named in  paragraph  A, the
Corporation shall indemnify him if he satisfies the standard in paragraph E, for
amounts  actually and reasonably  incurred by him in connection with the defense
or  settlement  of the  nonderivative  suit,  including,  but not limited to (i)
expenses  (including  attorneys' fees),  (ii) amounts paid in settlement,  (iii)
judgments, and (iv) fines.

     E.  Standard--  Nonderivative  Suits.  In case of a  nonderivative  suit, a
         --------------------------------
person named in paragraph A shall be indemnified only if:

          (1) he is successful on the merits or otherwise; or

                                       3
(2)  he  acted  in good  faith  in the  transaction  which is the
          subject  of the  nonderivative  suit  and in a  manner  he  reasonably
          believed  to be in,  or not  opposed  to,  the best  interests  of the
          Corporation,  including, but not limited to, the taking of any and all
          actions in connection  with the  Corporation's  response to any tender
          offer or any  offer or  proposal  of  another  party  to  engage  in a
          Business  Combination  (as defined in Article XV) not  approved by the
          board of  directors  and,  with  respect  to any  criminal  action  or
          proceeding,  he had no  reasonable  cause to believe  his  conduct was
          unlawful. The termination of a nonderivative suit by judgment,  order,
          settlement,  conviction,  or  upon a plea of  nolo  contendere  or its
                                                        ----  ----------
          equivalent shall not, in itself,  create a presumption that the person
          failed to satisfy the standard of this subparagraph E(2).

     F.  Determination  That  Standard  Has Been Met. A  determination  that the
         -------------------------------------------
standard of  paragraph  C or E has been  satisfied  may be made by a court,  or,
except as stated in subparagraph C(2) (second  sentence),  the determination may
be made by:

               (1)  the  board  of  directors  by a  majority  vote of a  quorum
          consisting of directors of the Corporation who were not parties to the
          action, suit or proceeding; or

               (2)  independent  legal  counsel  (appointed by a majority of the
          disinterested  directors of the Corporation,  whether or not a quorum)
          in a written opinion; or

               (3) the stockholders of the Corporation.

     G. Proration. Anyone making a determination under paragraph F may determine
        ---------
that a person has met the standard as to some matters but not as to others,  and
may reasonably prorate amounts to be indemnified.

     H.  Advance  Payment.  The  Corporation  shall pay in advance any  expenses
         ----------------
(including  attorneys' fees) which may become subject to  indemnification  under
paragraphs A through G if:

               (1) the board of directors authorizes the specific payment; and

               (2) the person  receiving  the payment  undertakes  in writing to
          repay the same if it is ultimately  determined that he is not entitled
          to indemnification by the Corporation under paragraphs A through G.

     I.  Nonexclusive.  The  indemnification  and  advance  payment of  expenses
         ------------
provided by paragraphs A through H shall not be exclusive of any other rights to
which a person may be entitled by law, bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.

     J. Continuation. The indemnification provided by this Article XVII shall be
        ------------
deemed to be a contract  between the  Corporation  and the  persons  entitled to
indemnification  thereunder, and any repeal or modification of this Article XVII
shall not affect any rights or  obligations  then  existing  with respect to any
state of facts then or  theretofore  existing or any action,  suit or proceeding
theretofore or thereafter  brought based in whole or in part upon any such state
of facts.  The  indemnification  and advance  payment  provided by  paragraphs A
through H shall  continue as to a person who has ceased to hold a position named
in paragraph A and shall inure to his heirs, executors and administrators.

     K. Insurance. The Corporation may purchase and maintain insurance on behalf
        ---------
of any  person  who holds or who has held any  position  named in  paragraph  A,
against any liability  incurred by him in any such  position,  or arising out of
his status as such, whether or not the Corporation would have power to indemnify
him against such liability under paragraphs A through H.

     L. Intention and Savings  Clause.  It is the intention of this Article XVII
        -----------------------------
to provide for  indemnification  to the fullest extent  permitted by the General
Corporation  Law of the  State of  Delaware,  and  this  Article  XVII  shall be
interpreted  accordingly.  If this Article  XVII or any portion  hereof shall be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation shall nevertheless indemnify each director,  officer,  employee, and
agent  of  the  Corporation  as  to  costs,  charges,  and  expenses  (including
attorneys' fees), judgments,  fines, and amounts paid in settlement with respect
to any action, suit, or proceeding, whether civil, criminal,  administrative, or

                                       4
investigative,  including an action by or in the right of the Corporation to the
full extent permitted by any applicable  portion of this Article XVII that shall
not have been invalidated and to the full extent permitted by applicable law. If
the  General  Corporation  Law of the State of  Delaware  is  amended,  or other
Delaware law is enacted, to permit further or additional  indemnification of the
persons defined in this Article XVII A, then the indemnification of such persons
shall be to the fullest extent  permitted by the General  Corporation Law of the
State of Delaware, as so amended, or such other Delaware law.

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

     Not Applicable.

ITEM 8.  EXHIBITS
------

     The exhibits scheduled to be filed or included as part of this Registration
Statement are as follows:

  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  (appears in their opinion
          filed as Exhibit 5)

 23.2     Consent of Grant Thornton LLP

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

 99.1     Frankfort  First  Bancorp,  Inc./First  Federal  Savings  Bank  Junior
          Officer Recognition Plan

 99.2     Form of Notice of Award

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.

                                       5
(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.

                                       6
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 Frankfort,  Commonwealth of Kentucky, on February 11,
2003.

                                  FRANKFORT FIRST BANCORP, INC.

                                  By: /s/ Don Jennings
                                      ------------------------------------------
                                      Don Jennings
                                      President and Chief Executive Officer
                                      (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  Directors of Frankfort  First Bancorp,  Inc.,  hereby
severally  constitute and appoint Don Jennings,  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 Don Jennings,  who may
act, may deem necessary or advisable to enable Frankfort 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 Frankfort  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 Don  Jennings,  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
     ----------                                        -----                                         ----
By: /s/ Don Jennings
    --------------------------------
       Don Jennings                                 President and Chief Executive                   February 11, 2003
                                                    Officer (Principal Executive
                                                    Officer)

By:  /s/ William C. Jennings                        Chairman of the Board                           February 6, 2003
     -------------------------------
       William C. Jennings

By: /s/ R. Clay Hulette                             Vice President                                  February 20, 2003
    --------------------------------                (Principal Financial and Accounting
       R. Clay Hulette                              Officer)

By:  /s/ Danny A. Garland                           Vice President and Director                     February 20, 2003
     --------------------------------
       Danny A. Garland
By: /s/ Charles A. Cotton, III                      Director                                        February 11, 2003
    --------------------------------
       Charles A. Cotton, III

By: /s/ David Eddins                                Director                                        February 11, 2003
    --------------------------------
       David Eddins

By: /s/ William M. Johnson                          Director                                        February 11, 2003
    --------------------------------
       William M. Johnson

By: /s/ Frank McGrath                               Director                                        February 11, 2003
    --------------------------------
       Frank McGrath

By:                                                 Director
    --------------------------------
       Herman D. Regan, Jr.

By: /s/ C. Michael Davenport                        Director                                        February 11, 2003
    --------------------------------
       C. Michael Davenport
INDEX TO 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 (appears in their
                  opinion filed as Exhibit 5)

   23.2           Consent of Grant Thornton LLP

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

   99.1           Frankfort First Bancorp, Inc./First Federal Savings Bank
                  Junior Officer Recognition Plan

   99.2           Form of Notice of Award