<PAGE> 1

      As filed with the Securities and Exchange Commission on July 3, 2003
                                                  Registration No. ___-______

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                           JEFFERSON BANCSHARES, INC.
             (exact name of registrant as specified in its charter)

           TENNESSEE                                     45-0508261
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

                               120 EVANS AVENUE
                         MORRISTOWN, TENNESSEE 37814
                                 (423) 586-8421
                       (Address, including zip code, and
                     telephone number, including area code,
                  of registrant's principal executive offices)

                             AMENDED AND RESTATED
         JEFFERSON FEDERAL SAVINGS AND LOAN ASSOCIATION OF MORRISTOWN
                           1995 STOCK OPTION PLAN1
                           (Full Title of the Plan)
                      ------------------------------------

                                                   COPIES TO:
ANDERSON L. SMITH
PRESIDENT AND CHIEF EXECUTIVE OFFICER              AARON M. KASLOW, ESQ.
JEFFERSON BANCSHARES, INC.                         ERIC S. KRACOV, ESQ.
120 EVANS AVENUE                                   MULDOON MURPHY & FAUCETTE LLP
MORRISTOWN, TENNESSEE 37814                        5101 WISCONSIN AVENUE, N.W.
(423) 586-8421                                     WASHINGTON, D.C.  20016
(Name, address, including zip code, and telephone  (202) 362-0840
number, including area code, of agent for service)
<TABLE>
<CAPTION>

=============================================================================================================
Title of each Class of       Amount          Proposed Maximum         Proposed Maximum          Amount of
  Securities to be      to be Registered    Offering Price Per       Aggregate Offering       Registration
     Registered                (2)                 Share                  Price(2)                 Fee
-------------------------------------------------------------------------------------------------------------
    <S>                 <C>                      <C>                         <C>                  <C>
     Common Stock
    $.01 par Value      70,391 Shares (3)        $11.99(4)                   $843,988             $69.00

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

(1) Jefferson Bancshares, Inc. (the "Corporation" or the "Registrant") is offering shares of its common stock
    pursuant to this plan in connection with the conversion of Jefferson Federal Savings and Loan Association
    of Morristown from the mutual holding company form of organization to stock form.
(2) Together with an indeterminate number of additional shares which may be necessary to adjust the number of
    shares reserved for issuance pursuant to the Amended and Restated Jefferson Federal Savings and Loan
    Association of Morristown 1995 Stock Option Plan (the "Plan") as the result of a stock split, stock
    dividend or similar adjustment of the outstanding common stock of Jefferson Bancshares, Inc. (the "Common
    Stock") pursuant to 17 C.F.R. ss.230.416(a).
(3) Represents the total number of shares of Corporation common stock currently available for issuance upon the
    exercise of stock options granted under the Plan, adjusted to reflect the exchange ratio of 4.2661 shares
    of Corporation stock for each share of Jefferson Federal Savings and Loan Association of Morristown common
    stock.
(4) The average of the high and low price of the Common Stock as reported on July 2, 2003 in accordance with
    17 C.F.R.ss.230.457(c).
</TABLE>


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. ss.230.462.





<PAGE> 2



JEFFERSON BANCSHARES, INC.

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

Items 1 & 2. The documents containing the information for the Amended and
-----------
Restated Jefferson Federal Savings and Loan Association of Morristown 1995 Stock
Option 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. Such
documents and the information incorporated by reference pursuant to Item 3 of
Part II of this Registration Statement constitute the prospectus for the
Registration Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed or to be filed by Jefferson Bancshares, Inc. (the
"Registrant" or the Corporation") with the SEC are incorporated by reference in
this Registration Statement:

      (a) The Prospectus filed with the SEC by the Registrant (File No.
333-103961) pursuant to Rule 424(b)(3) on May 20, 2003, which includes: (1) the
balance sheet of Jefferson Federal Savings and Loan Association of Morristown as
of June 30, 2002 and 2001, and the related statements of earnings, changes in
stockholder's equity and cash flows for the years then ended together with the
related notes and the report of Craine, Thompson & Jones, P.C., independent
auditors.

      (b) The description of the Registrant's common stock contained in
Registrant's Form 8-A (File No. 001-31689), 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, on May 13, 2003, and declared effective May
13, 2003, as incorporated by reference from the Corporation's Form S-1 (File No.
333- 103961) declared effective on May 13, 2003.

      (c) All documents filed by the Registrant 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.

      The Registrant shall indemnify its directors and employees in accordance
with the following provision from the Registrant's Charter:

                                  ARTICLE XI
                               Indemnification
                               ---------------

      (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, and (1) he or she conducted himself in good faith, (2) he
                       ---
or she reasonably believed, (a) in the case of conduct in his official capacity
with the Corporation, that his or her conduct was in the Corporation's best
interest and, (b) in all other cases, that his or her conduct was at least not
opposed to the Corporation's best interest, and (3) in the case of any criminal
proceeding, he or she had no reasonable cause to believe that his conduct was
unlawful (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 Tennessee Business Corporation Act, 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 XI
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 Tennessee
                               --------  -------
Business Corporation Act 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 upon (1)
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on



                                      3

<PAGE> 4



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, (2) delivery to the Corporation, by or on behalf of such
indemnitee, of a written affirmation of his or her good faith belief that he or
she has met the standard of conduct set forth in Section A of this Article XI,
and (3) a determination that the facts would not preclude indemnification under
this Article XI.

      The determination shall be made (a) by the Board of Directors by majority
vote of a quorum consisting of directors not at the time parties to the
proceeding, (b) if a quorum cannot be obtained under the preceding clause, by
majority vote of a committee duly designated by the Board of Directors (in which
designation directors who are parties may participate), consisting solely of two
(2) or more directors not at the time party to the proceeding, (c) by
independent special legal counsel, (i) selected by the Board of Directors or its
committee in the manner described in clause (a) or (b) of this paragraph, (ii)
if a quorum of the board cannot be obtained under clause (a) or (b) of this
paragraph, selected by a majority vote of the full Board of Directors (in which
selection directors who are parties may participate) or; (d) by the
shareholders, but shares owned by or voted under the control of directors who
are at the time parties to the proceeding may not be voted on the determination.

      The rights to indemnification and to the advancement of expenses conferred
in Sections (A) and (B) of this Article XI shall be contract rights and such
rights shall continue as to an indemnitee who has ceased to be a director,
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 XI is not paid in
full by the Corporation within sixty (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 twenty (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
(1) 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 (2) 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 Tennessee Business Corporation Act.
Authorization of indemnification and evaluation as to reasonableness of expenses
shall be made in the same manner as the determination that indemnification is
permissible, except that if the determination is made by special legal counsel,
authorization of indemnification and evaluation as to reasonableness of expenses
shall be made by those entitled to select counsel under clause (c) of the second
paragraph of Section (B). 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 XI or
otherwise shall be on the Corporation.

      (D) The rights to indemnification and to the advancement of expenses
conferred in this Article XI shall not be exclusive of any other right which any
person may have or hereafter acquire under



                                      4

<PAGE> 5



any statute, this Charter, bylaws, agreement, vote of shareholders or
Disinterested Directors, as defined in Article XIII of this Charter, 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 Tennessee Business Corporation Act.

      (F) The Corporation may, to the extent authorized from time to time by the
Board of Directors, 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 XI with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation.

ITEM 8.     EXHIBITS.

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

      (a)   List of Exhibits (filed herewith unless otherwise noted)

            5.0   Opinion of Muldoon Murphy & Faucette LLP as to the legality of
                  the common stock to be issued.
            10.0  Amended and Restated Jefferson Federal Savings and Loan
                  Association of Morristown 1995 Stock Option Plan (as assumed
                  by Jefferson Bancshares, Inc. effective July 1, 2003).
            10.1  Form of Jefferson Bancshares, Inc. Assumption Agreement for
                  the Amended and Restated Jefferson Federal Savings and Loan
                  Association of Morristown 1995 Stock Option Plan
            23.0  Consent of Craine, Thompson & Jones, P.C.
            24.0  Powers of Attorney (contained on the signature pages).

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 unless the
            information or prospectus 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:

            (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 arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof)



                                      5

<PAGE> 6



                  which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in the
                  registration statement; and

            (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.

      (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; and

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

      (4)   That, for purposes of determining any liability under the Securities
            Act, each filing of the Registrant'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 such 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 such Act will be governed by the final adjudication of
such issue.





                                      6

<PAGE> 7



                                  SIGNATURES

      The Registrant.
      --------------

      Pursuant to the requirements of the Securities Act of 1933, Jefferson
Bancshares, 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 Morristown, Tennessee on July 3, 2003.

                                    JEFFERSON BANCSHARES, INC.


                                    By: /s/Anderson L. Smith
                                        -------------------------------------
                                        Anderson L. Smith
                                        President, Chief Executive Officer and
                                        Director
                                        (principal executive officer)

    KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Smith) constitutes and appoints Anderson L. Smith and Mr.
Smith hereby constitutes and appoints John F. McCrary, Jr., as the true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him or her and in his or her 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.

    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.


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


/s/Anderson L. Smith          President, Chief                     June 3, 2003
-------------------------     Executive Officer and
Anderson L. Smith             Director
                              (principal executive officer)



/s/Jane P. Hutton             Treasurer and Secretary              July 3, 2003
-------------------------     (principal accounting and
Jane P. Hutton                financial officer)





                                      7

<PAGE> 8






/s/John F. McCrary, Jr.       Director                             July 3, 2003
-------------------------
John F. McCrary, Jr.


/s/H. Scott Reams             Director                             July 3, 2003
-------------------------
H. Scott Reams



/s/Dr. Jack E. Campbell       Director                             July 3, 2003
-------------------------
Dr. Jack E. Campbell



/s/William T. Hale           Director                              July 3, 2003
-------------------------
William T. Hale



/s/Terry M. Brimer           Director                              July 3, 2003
-------------------------
Dr. Terry M. Brimer



/s/William F. Young          Director                              July 3, 2003
-------------------------
William F. Young







                                      8

<PAGE> 9

<TABLE>
<CAPTION>


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


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

   <S>           <C>                                       <C>
    5.0          Opinion of Muldoon Murphy & Faucette      Filed herewith.
                 LLP as to the legality of the common
                 stock to be issued.

    10.0         Amended and Restated Jefferson Federal    Filed herewith.
                 Savings and Loan Association of
                 Morristown 1995 Stock Option Plan (as
                 assumed by Jefferson Bancshares, Inc.
                 effective July 1, 2003).

    10.1         Form of Jefferson Bancshares, Inc.        Filed herewith.
                 Assumption Agreement for the Amended
                 and Restated Jefferson Federal Savings
                 and Loan Association of Morristown
                 1995 Stock Option Plan

    23.0         Consent of Craine, Thompson & Jones,      Filed herewith.
                 P.C.

    24.0         Power of Attorney                         Located on the signature
                                                           page.

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "jeffersons8optionplan.txt", "secsgml_size_bytes": 26212}]
{"company-data": {"conformed-name": "JEFFERSON BANCSHARES INC", "cik": "0001222915", "assigned-sic": "6035", "state-of-incorporation": "TN", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106808", "film-number": "03775352"}, "business-address": {"street1": "JEFFERSON FEDERAL SAVINGS & LOAN ASSOC", "street2": "120 EVANS AVENUE", "city": "MORRISTOWN", "state": "TN", "zip": "37814", "phone": "4235868421"}, "mail-address": {"street1": "JEFFERSON FEDERAL SAVINGS & LOAN ASSOC", "street2": "120 EVANS AVENUE", "city": "MORRISTOWN", "state": "TN", "zip": "37814"}}
1

      As filed with the Securities and Exchange Commission on July 3, 2003
                                                  Registration No. ___-______

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                           JEFFERSON BANCSHARES, INC.
             (exact name of registrant as specified in its charter)

           TENNESSEE                                     45-0508261
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

                               120 EVANS AVENUE
                         MORRISTOWN, TENNESSEE 37814
                                 (423) 586-8421
                       (Address, including zip code, and
                     telephone number, including area code,
                  of registrant's principal executive offices)

                             AMENDED AND RESTATED
         JEFFERSON FEDERAL SAVINGS AND LOAN ASSOCIATION OF MORRISTOWN
                           1995 STOCK OPTION PLAN1
                           (Full Title of the Plan)
                      ------------------------------------

                                                   COPIES TO:
ANDERSON L. SMITH
PRESIDENT AND CHIEF EXECUTIVE OFFICER              AARON M. KASLOW, ESQ.
JEFFERSON BANCSHARES, INC.                         ERIC S. KRACOV, ESQ.
120 EVANS AVENUE                                   MULDOON MURPHY & FAUCETTE LLP
MORRISTOWN, TENNESSEE 37814                        5101 WISCONSIN AVENUE, N.W.
(423) 586-8421                                     WASHINGTON, D.C.  20016
(Name, address, including zip code, and telephone  (202) 362-0840
number, including area code, of agent for service)
=============================================================================================================
Title of each Class of       Amount          Proposed Maximum         Proposed Maximum          Amount of
  Securities to be      to be Registered    Offering Price Per       Aggregate Offering       Registration
     Registered                (2)                 Share                  Price(2)                 Fee
-------------------------------------------------------------------------------------------------------------
Common Stock
    $.01 par Value      70,391 Shares (3)        $11.99(4)                   $843,988             $69.00

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

(1) Jefferson Bancshares, Inc. (the "Corporation" or the "Registrant") is offering shares of its common stock
    pursuant to this plan in connection with the conversion of Jefferson Federal Savings and Loan Association
    of Morristown from the mutual holding company form of organization to stock form.
(2) Together with an indeterminate number of additional shares which may be necessary to adjust the number of
    shares reserved for issuance pursuant to the Amended and Restated Jefferson Federal Savings and Loan
    Association of Morristown 1995 Stock Option Plan (the "Plan") as the result of a stock split, stock
    dividend or similar adjustment of the outstanding common stock of Jefferson Bancshares, Inc. (the "Common
    Stock") pursuant to 17 C.F.R. ss.230.416(a).
(3) Represents the total number of shares of Corporation common stock currently available for issuance upon the
    exercise of stock options granted under the Plan, adjusted to reflect the exchange ratio of 4.2661 shares
    of Corporation stock for each share of Jefferson Federal Savings and Loan Association of Morristown common
    stock.
(4) The average of the high and low price of the Common Stock as reported on July 2, 2003 in accordance with
    17 C.F.R.ss.230.457(c).
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. ss.230.462.
2

JEFFERSON BANCSHARES, INC.

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

Items 1 & 2. The documents containing the information for the Amended and
-----------
Restated Jefferson Federal Savings and Loan Association of Morristown 1995 Stock
Option 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. Such
documents and the information incorporated by reference pursuant to Item 3 of
Part II of this Registration Statement constitute the prospectus for the
Registration Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed or to be filed by Jefferson Bancshares, Inc. (the
"Registrant" or the Corporation") with the SEC are incorporated by reference in
this Registration Statement:

      (a) The Prospectus filed with the SEC by the Registrant (File No.
333-103961) pursuant to Rule 424(b)(3) on May 20, 2003, which includes: (1) the
balance sheet of Jefferson Federal Savings and Loan Association of Morristown as
of June 30, 2002 and 2001, and the related statements of earnings, changes in
stockholder's equity and cash flows for the years then ended together with the
related notes and the report of Craine, Thompson & Jones, P.C., independent
auditors.

      (b) The description of the Registrant's common stock contained in
Registrant's Form 8-A (File No. 001-31689), 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, on May 13, 2003, and declared effective May
13, 2003, as incorporated by reference from the Corporation's Form S-1 (File No.
333- 103961) declared effective on May 13, 2003.

      (c) All documents filed by the Registrant 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.

      The Registrant shall indemnify its directors and employees in accordance
with the following provision from the Registrant's Charter:

                                  ARTICLE XI
                               Indemnification
                               ---------------

      (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, and (1) he or she conducted himself in good faith, (2) he
                       ---
or she reasonably believed, (a) in the case of conduct in his official capacity
with the Corporation, that his or her conduct was in the Corporation's best
interest and, (b) in all other cases, that his or her conduct was at least not
opposed to the Corporation's best interest, and (3) in the case of any criminal
proceeding, he or she had no reasonable cause to believe that his conduct was
unlawful (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 Tennessee Business Corporation Act, 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 XI
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 Tennessee
                               --------  -------
Business Corporation Act 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 upon (1)
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on

                                      3
4

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, (2) delivery to the Corporation, by or on behalf of such
indemnitee, of a written affirmation of his or her good faith belief that he or
she has met the standard of conduct set forth in Section A of this Article XI,
and (3) a determination that the facts would not preclude indemnification under
this Article XI.

      The determination shall be made (a) by the Board of Directors by majority
vote of a quorum consisting of directors not at the time parties to the
proceeding, (b) if a quorum cannot be obtained under the preceding clause, by
majority vote of a committee duly designated by the Board of Directors (in which
designation directors who are parties may participate), consisting solely of two
(2) or more directors not at the time party to the proceeding, (c) by
independent special legal counsel, (i) selected by the Board of Directors or its
committee in the manner described in clause (a) or (b) of this paragraph, (ii)
if a quorum of the board cannot be obtained under clause (a) or (b) of this
paragraph, selected by a majority vote of the full Board of Directors (in which
selection directors who are parties may participate) or; (d) by the
shareholders, but shares owned by or voted under the control of directors who
are at the time parties to the proceeding may not be voted on the determination.

      The rights to indemnification and to the advancement of expenses conferred
in Sections (A) and (B) of this Article XI shall be contract rights and such
rights shall continue as to an indemnitee who has ceased to be a director,
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 XI is not paid in
full by the Corporation within sixty (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 twenty (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
(1) 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 (2) 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 Tennessee Business Corporation Act.
Authorization of indemnification and evaluation as to reasonableness of expenses
shall be made in the same manner as the determination that indemnification is
permissible, except that if the determination is made by special legal counsel,
authorization of indemnification and evaluation as to reasonableness of expenses
shall be made by those entitled to select counsel under clause (c) of the second
paragraph of Section (B). 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 XI or
otherwise shall be on the Corporation.

      (D) The rights to indemnification and to the advancement of expenses
conferred in this Article XI shall not be exclusive of any other right which any
person may have or hereafter acquire under

                                      4
5

any statute, this Charter, bylaws, agreement, vote of shareholders or
Disinterested Directors, as defined in Article XIII of this Charter, 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 Tennessee Business Corporation Act.

      (F) The Corporation may, to the extent authorized from time to time by the
Board of Directors, 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 XI with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation.

ITEM 8.     EXHIBITS.

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

      (a)   List of Exhibits (filed herewith unless otherwise noted)

            5.0   Opinion of Muldoon Murphy & Faucette LLP as to the legality of
                  the common stock to be issued.
            10.0  Amended and Restated Jefferson Federal Savings and Loan
                  Association of Morristown 1995 Stock Option Plan (as assumed
                  by Jefferson Bancshares, Inc. effective July 1, 2003).
            10.1  Form of Jefferson Bancshares, Inc. Assumption Agreement for
                  the Amended and Restated Jefferson Federal Savings and Loan
                  Association of Morristown 1995 Stock Option Plan
            23.0  Consent of Craine, Thompson & Jones, P.C.
            24.0  Powers of Attorney (contained on the signature pages).

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 unless the
            information or prospectus 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:

            (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 arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof)

                                      5
6

                  which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in the
                  registration statement; and

            (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.

      (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; and

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

      (4)   That, for purposes of determining any liability under the Securities
            Act, each filing of the Registrant'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 such 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 such Act will be governed by the final adjudication of
such issue.

                                      6
7

                                  SIGNATURES

      The Registrant.
      --------------

      Pursuant to the requirements of the Securities Act of 1933, Jefferson
Bancshares, 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 Morristown, Tennessee on July 3, 2003.

                                    JEFFERSON BANCSHARES, INC.

                                    By: /s/Anderson L. Smith
                                        -------------------------------------
                                        Anderson L. Smith
                                        President, Chief Executive Officer and
                                        Director
                                        (principal executive officer)

    KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Smith) constitutes and appoints Anderson L. Smith and Mr.
Smith hereby constitutes and appoints John F. McCrary, Jr., as the true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him or her and in his or her 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.

    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.

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

/s/Anderson L. Smith          President, Chief                     June 3, 2003
-------------------------     Executive Officer and
Anderson L. Smith             Director
                              (principal executive officer)

/s/Jane P. Hutton             Treasurer and Secretary              July 3, 2003
-------------------------     (principal accounting and
Jane P. Hutton                financial officer)

                                      7
8

/s/John F. McCrary, Jr.       Director                             July 3, 2003
-------------------------
John F. McCrary, Jr.

/s/H. Scott Reams             Director                             July 3, 2003
-------------------------
H. Scott Reams

/s/Dr. Jack E. Campbell       Director                             July 3, 2003
-------------------------
Dr. Jack E. Campbell

/s/William T. Hale           Director                              July 3, 2003
-------------------------
William T. Hale

/s/Terry M. Brimer           Director                              July 3, 2003
-------------------------
Dr. Terry M. Brimer

/s/William F. Young          Director                              July 3, 2003
-------------------------
William F. Young

                                      8
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EXHIBIT INDEX
                                 -------------

                                                                                       Sequentially
                                                                                         Numbered
                                                                                           Page
 Exhibit No.     Description                               Method of Filing              Location
------------     --------------------------------------    ----------------------      ------------
5.0          Opinion of Muldoon Murphy & Faucette      Filed herewith.
                 LLP as to the legality of the common
                 stock to be issued.

    10.0         Amended and Restated Jefferson Federal    Filed herewith.
                 Savings and Loan Association of
                 Morristown 1995 Stock Option Plan (as
                 assumed by Jefferson Bancshares, Inc.
                 effective July 1, 2003).

    10.1         Form of Jefferson Bancshares, Inc.        Filed herewith.
                 Assumption Agreement for the Amended
                 and Restated Jefferson Federal Savings
                 and Loan Association of Morristown
                 1995 Stock Option Plan

    23.0         Consent of Craine, Thompson & Jones,      Filed herewith.
                 P.C.

    24.0         Power of Attorney                         Located on the signature
                                                           page.