<PAGE> 1

     As filed with the Securities and Exchange Commission on July 10, 2002
                                                     Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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



                            800 NORTH BOULEVARD, WEST
                             LEESBURG, FLORIDA 34748
                                 (352) 787-3311


                   (Address, including zip code, and telephone
             number, including area code, of registrant's principal
                               executive offices)

                    FFLC BANCORP, INC. 2002 STOCK OPTION PLAN
                            (Full Title of the Plan)
                    ----------------------------------------

STEPHEN T. KURTZ                                  COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER             GEORGE W. MURPHY, JR., ESQ.
FFLC BANCORP, INC.                                SUZANNE A. WALKER, ESQ.
800 NORTH BOULEVARD WEST                          MULDOON MURPHY & FAUCETTE LLP
LEESBURG, FLORIDA 34748                           5101 WISCONSIN AVENUE, N.W.
(352) 787-3311                                    WASHINGTON, D.C. 20016
(Name, address, including zip code, and           (202) 362-0840
telephone number, including area code,
of agent for service)



  If any of the securities being registered on this Form are to be offered on a
      delayed or continuous basis pursuant to Rule 415 under the Securities
                   Act of 1933, check the following box. / X /
                                                          ---
<TABLE>
<CAPTION>

==========================================================================================================================
     Title of Securities             Amount            Proposed Maximum          Proposed Maximum           Amount of
            to be                     to be             Offering Price          Aggregate Offering        Registration
         Registered               Registered (1)         Per Share(3)                Price(2)                  Fee
--------------------------------------------------------------------------------------------------------------------------
       <S>                           <C>                    <C>                     <C>                       <C>
        Common Stock                 250,000                $27.00                  $6,750,000                $621
       $.01 par Value                 Shares
==========================================================================================================================

(1)  Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares
     reserved for issuance pursuant to the FFLC Bancorp, Inc. 2002 Stock Option Plan (the "Plan") as the result of a stock
     split, stock dividend or similar adjustment of the outstanding common stock of FFLC Bancorp, Inc. pursuant to 17 C.F.R.
     ss.230.416(a).
(2)  Represents the total number of shares reserved and available for issuance upon the exercise of stock options under the Plan.
(3)  Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(h) under the Securities Act
     of 1933, as amended, the price per share is estimated to be $27.00 based upon the average of the high and low price of
     FFLC Bancorp, Inc. common stock, as reported on the Nasdaq Stock Market on July 5, 2002.

</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




<PAGE> 2



FFLC Bancorp, Inc.

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

ITEMS 1 & 2. The document containing the information for the FFLC Bancorp,  Inc.
2002 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).  The  document is not filed with the  Securities  and  Exchange
Commission (the "SEC") either as a part of this  Registration  Statement or as a
prospectus  or  prospectus  supplement  pursuant to Rule 424 in reliance on Rule
428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following  documents  filed or to be filed with the SEC are  incorporated by
reference in this Registration Statement:

         (a)    The Form 10-K report filed on March 22, 2002, by  FFLC  Bancorp,
Inc. (the "Registrant" or the  "Corporation") for the fiscal year ended December
31, 2001 (File No. 000-22608) which includes the consolidated  balance sheets of
FFLC  Bancorp,  Inc.  as of  December  31,  2001 and  2000 and the  consolidated
statements  of income,  stockholder's  equity and cash flows for the years ended
December 31, 2001, 2000 and 1999.

         (b)    The  Form 10-Q  report  filed  by the  Registrant for the fiscal
quarter  ended March 31, 2002, (File Number 000-22608), filed  with  the  SEC on
April 26, 2002.

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

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

          Any  statement  contained  in  this  Registration  Statement,  or in a
document incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a statement  contained herein,  or in any other  subsequently
filed  document  which  also is  incorporated  or deemed to be  incorporated  by
reference herein,  modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

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.





                                        2

<PAGE> 3



Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

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

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

TENTH:
-----

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

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




                                        3

<PAGE> 4



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

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

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

F.       The Corporation may, to the extent  authorized from time to time by 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 TENTH with respect
         to the  indemnification  and  advancement  of expenses of Directors and
         Officers of the Corporation.

ELEVENTH:  A Director of this Corporation  shall not be personally liable to the
--------
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a Director,  except for liability:  (i) for any breach of the Director's
duty of  loyalty  to the  Corporation  or its  stockholders;  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law;  (iii) under Section 174 of the Delaware  General  Corporation
Law; or (iv) for any transaction from which the Director



                                        4

<PAGE> 5



derived an improper personal benefit. If the Delaware General Corporation Law is
amended to  authorize  corporate  action  further  eliminating  or limiting  the
personal  liability  of  Directors,  then the  liability  of a  Director  of the
Corporation  shall be eliminated or limited to the fullest  extent  permitted by
the Delaware General Corporation Law, as so amended.

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

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.   LIST OF EXHIBITS.

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

         5           Opinion of Muldoon Murphy & Faucette LLP as to the legality
                     of the Common Stock to be issued.
         10          FFLC Bancorp, Inc. 2002 Stock Option Plan.1
         23.0        Consent of  Muldoon  Murphy & Faucette  LLP  (contained  in
                     opinion included in Exhibit 5).
         23.1        Consent of Hacker, Johnson & Smith PA.
         24          Power of Attorney.

ITEM 9.   UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

         (1)         To file,  during any period in which it offers or sales are
                     being made, a post-effective amendment to this registration
                     statement to:

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

                     (ii)  Reflect in the prospectus any facts or events arising
                           after  the   effective   date  of  the   registration
                           statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information    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)
                           (ss.   230.424(b)   of  this   chapter)  if,  in  the
                           aggregate,  the changes in volume and price represent
                           no  more  than a 20  percent  change  in the  maximum
                           aggregate   offering   price   set   forth   in   the
                           "Calculation  of  Registration   Fee"  table  in  the
                           effective registration statement; and

----------------------------------
(1) Incorporated  herein by  reference  from  Appendix A contained  in the Proxy
Statement on  Form  DEF 14A (See No. 00022608)  filed  with  the  Securities and
Exchange Commission on March 22, 2002.


                                        5

<PAGE> 6



                     (iii) 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  determining  any liability  under the Securities
                     Act of 1933, each post-effective  amendment shall be deemed
                     to  be  a  new  registration   statement  relating  to  the
                     securities  offered  therein,  and  the  offering  of  such
                     securities  at that time shall be deemed to be the  initial
                     bona fide offering thereof.

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

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



                                        6

<PAGE> 7



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  FFLC
Bancorp,  Inc. certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration  Statement to be signed on its behalf by the undersigned,  hereunto
duly authorized, in Leesburg, Florida on June 27, 2002.


                                 FFLC BANCORP, INC.


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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

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


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


/s/ Claron D. Wagner         Chairman of the Board                 June 27, 2002
------------------------
Claron D. Wagner



/s/ James. P. Logan          Vice Chairman of the Board            June 27, 2002
------------------------
James P. Logan



/s/ Stephen T. Kurtz         Chief Executive Officer,              June 27, 2002
------------------------
Stephen T. Kurtz             President and Director
                             (principal executive officer)






                                        7

<PAGE> 8



/s/ Paul K. Mueller          Executive Vice President, Chief       June 27, 2002
--------------------------   Operating Officer, Treasurer
Paul K. Mueller              and Director
                             (principal accounting and financial
                             officer)


/s/ Joseph J. Junod          Director                              June 27, 2002
--------------------------
Joseph J. Junod


/s/ Ted R. Ostrander, Jr.    Director                              June 27, 2002
--------------------------
Ted R. Ostrander, Jr.


/s/ H. D. Robuck, Jr.        Director                              June 27, 2002
--------------------------
H. D. Robuck, Jr.



/s/ Howard H. Hewitt         Director                              June 27, 2002
--------------------------
Howard H. Hewitt




                                        8

<PAGE> 9

<TABLE>
<CAPTION>


                                                     EXHIBIT INDEX


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

       <S>           <C>                              <C>
        5            Opinion of Muldoon               Filed herewith
                     Murphy & Faucette LLP

        10           FFLC Bancorp, Inc.               Incorporated herein by reference from
                     2002 Stock Option                Appendix A contained in the Proxy
                     Plan                             Statement on Form DEF 14A (See No.
                                                      00022608) filed with the Securities and
                                                      Exchange Commission on March 22,
                                                      2002.

       23            Consent of Muldoon               Contained in opinion included in
                     Murphy & Faucette LLP            Exhibit 5 filed herewith.

      23.1           Consent of Hacker,               Filed herewith
                     Johnson & Smith PA
       24            Power of Attorney                Located on the signature page.


</TABLE>



                                                           9
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{"company-data": {"conformed-name": "FFLC BANCORP INC", "cik": "0000912738", "assigned-sic": "6035", "irs-number": "593204891", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92180", "film-number": "02699931"}, "business-address": {"street1": "P O BOX 490420", "city": "LEESBURG", "state": "FL", "zip": "34749-0420", "phone": "352-787-3311"}, "mail-address": {"street1": "P O BOX 490420", "street2": "800 NORTH BOULEVARD WEST", "city": "LEESBURG", "state": "FL", "zip": "34749-0420"}}
1

     As filed with the Securities and Exchange Commission on July 10, 2002
                                                     Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                            800 NORTH BOULEVARD, WEST
                             LEESBURG, FLORIDA 34748
                                 (352) 787-3311

                   (Address, including zip code, and telephone
             number, including area code, of registrant's principal
                               executive offices)

                    FFLC BANCORP, INC. 2002 STOCK OPTION PLAN
                            (Full Title of the Plan)
                    ----------------------------------------

STEPHEN T. KURTZ                                  COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER             GEORGE W. MURPHY, JR., ESQ.
FFLC BANCORP, INC.                                SUZANNE A. WALKER, ESQ.
800 NORTH BOULEVARD WEST                          MULDOON MURPHY & FAUCETTE LLP
LEESBURG, FLORIDA 34748                           5101 WISCONSIN AVENUE, N.W.
(352) 787-3311                                    WASHINGTON, D.C. 20016
(Name, address, including zip code, and           (202) 362-0840
telephone number, including area code,
of agent for service)

  If any of the securities being registered on this Form are to be offered on a
      delayed or continuous basis pursuant to Rule 415 under the Securities
                   Act of 1933, check the following box. / X /
                                                          ---
==========================================================================================================================
     Title of Securities             Amount            Proposed Maximum          Proposed Maximum           Amount of
            to be                     to be             Offering Price          Aggregate Offering        Registration
         Registered               Registered (1)         Per Share(3)                Price(2)                  Fee
--------------------------------------------------------------------------------------------------------------------------
Common Stock                 250,000                $27.00                  $6,750,000                $621
       $.01 par Value                 Shares
==========================================================================================================================

(1)  Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares
     reserved for issuance pursuant to the FFLC Bancorp, Inc. 2002 Stock Option Plan (the "Plan") as the result of a stock
     split, stock dividend or similar adjustment of the outstanding common stock of FFLC Bancorp, Inc. pursuant to 17 C.F.R.
     ss.230.416(a).
(2)  Represents the total number of shares reserved and available for issuance upon the exercise of stock options under the Plan.
(3)  Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(h) under the Securities Act
     of 1933, as amended, the price per share is estimated to be $27.00 based upon the average of the high and low price of
     FFLC Bancorp, Inc. common stock, as reported on the Nasdaq Stock Market on July 5, 2002.
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
2

FFLC Bancorp, Inc.

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

ITEMS 1 & 2. The document containing the information for the FFLC Bancorp,  Inc.
2002 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).  The  document is not filed with the  Securities  and  Exchange
Commission (the "SEC") either as a part of this  Registration  Statement or as a
prospectus  or  prospectus  supplement  pursuant to Rule 424 in reliance on Rule
428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following  documents  filed or to be filed with the SEC are  incorporated by
reference in this Registration Statement:

         (a)    The Form 10-K report filed on March 22, 2002, by  FFLC  Bancorp,
Inc. (the "Registrant" or the  "Corporation") for the fiscal year ended December
31, 2001 (File No. 000-22608) which includes the consolidated  balance sheets of
FFLC  Bancorp,  Inc.  as of  December  31,  2001 and  2000 and the  consolidated
statements  of income,  stockholder's  equity and cash flows for the years ended
December 31, 2001, 2000 and 1999.

         (b)    The  Form 10-Q  report  filed  by the  Registrant for the fiscal
quarter  ended March 31, 2002, (File Number 000-22608), filed  with  the  SEC on
April 26, 2002.

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

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

          Any  statement  contained  in  this  Registration  Statement,  or in a
document incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a statement  contained herein,  or in any other  subsequently
filed  document  which  also is  incorporated  or deemed to be  incorporated  by
reference herein,  modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

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.

                                        2
3

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

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

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

TENTH:
-----

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

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

                                        3
4

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

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

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

F.       The Corporation may, to the extent  authorized from time to time by 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 TENTH with respect
         to the  indemnification  and  advancement  of expenses of Directors and
         Officers of the Corporation.

ELEVENTH:  A Director of this Corporation  shall not be personally liable to the
--------
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a Director,  except for liability:  (i) for any breach of the Director's
duty of  loyalty  to the  Corporation  or its  stockholders;  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law;  (iii) under Section 174 of the Delaware  General  Corporation
Law; or (iv) for any transaction from which the Director

                                        4
5

derived an improper personal benefit. If the Delaware General Corporation Law is
amended to  authorize  corporate  action  further  eliminating  or limiting  the
personal  liability  of  Directors,  then the  liability  of a  Director  of the
Corporation  shall be eliminated or limited to the fullest  extent  permitted by
the Delaware General Corporation Law, as so amended.

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

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.   LIST OF EXHIBITS.

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

         5           Opinion of Muldoon Murphy & Faucette LLP as to the legality
                     of the Common Stock to be issued.
         10          FFLC Bancorp, Inc. 2002 Stock Option Plan.1
         23.0        Consent of  Muldoon  Murphy & Faucette  LLP  (contained  in
                     opinion included in Exhibit 5).
         23.1        Consent of Hacker, Johnson & Smith PA.
         24          Power of Attorney.

ITEM 9.   UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

         (1)         To file,  during any period in which it offers or sales are
                     being made, a post-effective amendment to this registration
                     statement to:

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

                     (ii)  Reflect in the prospectus any facts or events arising
                           after  the   effective   date  of  the   registration
                           statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information    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)
                           (ss.   230.424(b)   of  this   chapter)  if,  in  the
                           aggregate,  the changes in volume and price represent
                           no  more  than a 20  percent  change  in the  maximum
                           aggregate   offering   price   set   forth   in   the
                           "Calculation  of  Registration   Fee"  table  in  the
                           effective registration statement; and

----------------------------------
(1) Incorporated  herein by  reference  from  Appendix A contained  in the Proxy
Statement on  Form  DEF 14A (See No. 00022608)  filed  with  the  Securities and
Exchange Commission on March 22, 2002.

                                        5
6

                     (iii) 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  determining  any liability  under the Securities
                     Act of 1933, each post-effective  amendment shall be deemed
                     to  be  a  new  registration   statement  relating  to  the
                     securities  offered  therein,  and  the  offering  of  such
                     securities  at that time shall be deemed to be the  initial
                     bona fide offering thereof.

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

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

                                        6
7

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  FFLC
Bancorp,  Inc. certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration  Statement to be signed on its behalf by the undersigned,  hereunto
duly authorized, in Leesburg, Florida on June 27, 2002.

                                 FFLC BANCORP, INC.

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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

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

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

/s/ Claron D. Wagner         Chairman of the Board                 June 27, 2002
------------------------
Claron D. Wagner

/s/ James. P. Logan          Vice Chairman of the Board            June 27, 2002
------------------------
James P. Logan

/s/ Stephen T. Kurtz         Chief Executive Officer,              June 27, 2002
------------------------
Stephen T. Kurtz             President and Director
                             (principal executive officer)

                                        7
8

/s/ Paul K. Mueller          Executive Vice President, Chief       June 27, 2002
--------------------------   Operating Officer, Treasurer
Paul K. Mueller              and Director
                             (principal accounting and financial
                             officer)

/s/ Joseph J. Junod          Director                              June 27, 2002
--------------------------
Joseph J. Junod

/s/ Ted R. Ostrander, Jr.    Director                              June 27, 2002
--------------------------
Ted R. Ostrander, Jr.

/s/ H. D. Robuck, Jr.        Director                              June 27, 2002
--------------------------
H. D. Robuck, Jr.

/s/ Howard H. Hewitt         Director                              June 27, 2002
--------------------------
Howard H. Hewitt

                                        8
9
EXHIBIT INDEX

                                                                                                         Sequentially
                                                                                                           Numbered
                                                                                                             Page
   Exhibit No.       Description                      Method of Filing                                     Location
----------------     ---------------------------      -------------------------------------------      -----------------
5            Opinion of Muldoon               Filed herewith
                     Murphy & Faucette LLP

        10           FFLC Bancorp, Inc.               Incorporated herein by reference from
                     2002 Stock Option                Appendix A contained in the Proxy
                     Plan                             Statement on Form DEF 14A (See No.
                                                      00022608) filed with the Securities and
                                                      Exchange Commission on March 22,
                                                      2002.

       23            Consent of Muldoon               Contained in opinion included in
                     Murphy & Faucette LLP            Exhibit 5 filed herewith.

      23.1           Consent of Hacker,               Filed herewith
                     Johnson & Smith PA
       24            Power of Attorney                Located on the signature page.
9