SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 --------------
                                    FORM 10-Q

(Mark One)

[X]       QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

For the quarterly period ended          March 31, 1999          
                               ------------------------------------

                                       OR

[ ]       TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

For the transition period from ______________ to ________________


                         Commission file number 0-25693
                                                -------

                              FLORIDAFIRST BANCORP
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


      United States                                           59-3545582 
--------------------------------------------------------------------------------
(State or other jurisdiction of                            (I.R.S. employer 
incorporation or organization)                            identification no.)

205 East Orange Street, Lakeland, Florida                     33801-4611
--------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code  (941) 688-6811 
                                                   -----------------------------

                                      N/A
--------------------------------------------------------------------------------
              Former name, former address and former fiscal year,
                          if changed since last report.

         Indicate  by check X whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.    Yes X     No
                                                ---      ---     

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date May 13, 1999.

           Class                                            Outstanding    
---------------------------                              ----------------
$.10 par value common stock                              5,752,875 shares


<PAGE>

                              FLORIDAFIRST BANCORP
                                    FORM 10-Q
                      FOR THE QUARTER ENDED MARCH 31, 1999

                                      INDEX

                                                                           Page
                                                                          Number
                                                                          ------

PART I - CONDENSED FINANCIAL INFORMATION OF
             FIRST FEDERAL FLORIDA

Item 1.  Financial Statements and Notes Thereto............................    1
Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations............................    6
Item 3.  Quantitative and Qualitative Disclosure About Market Risk.........   13

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.................................................   14
Item 2.  Changes in Securities.............................................   14
Item 3.  Defaults upon Senior Securities...................................   14
Item 4.  Submission of Matters to a Vote of Security Holders...............   14
Item 5.  Other Information.................................................   14
Item 6.  Exhibits and Reports on Form 8-K..................................   14

SIGNATURES.................................................................   15



<PAGE>

                              FIRST FEDERAL FLORIDA
                   Condensed Statements of Financial Condition
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                             March 31,      September 30,
                                                                               1999              1998
                                                                           ------------     -------------
ASSETS                                                                            (In thousands)
<S>                                                                        <C>               <C>       
Cash and cash equivalents                                                    $ 50,564          $  5,217  
Investment securities available for sale, at fair value                        45,901            42,225
Investment securities held to maturity, market value                                           
    $13,117  and $18,524                                                       13,274            18,736
Loans receivable, net of allowance for loan losses of                                          
    $2,800 and $2,564                                                         366,159           338,610
Premises and equipment, net                                                     6,836             6,845
Accrued interest receivable                                                     2,578             2,398
Other assets                                                                    5,541             5,010
                                                                              -------           -------
                     Total assets                                            $490,853          $419,041
                                                                              =======           =======
LIABILITIES AND EQUITY CAPITAL                                                                 
                                                                                               
Liabilities:                                                                                   
Deposits                                                                     $343,355          $352,180
Federal Home Loan Bank advances                                                35,000            21,000
Stock subscriptions received                                                   70,375               
Other liabilities                                                               4,888             9,754
                                                                              -------           -------
                     Total liabilities                                        453,618           382,934
                                                                              -------           -------
                                                                                               
Commitments and contingencies                                                      --                --
                                                                                               
Equity capital:                                                                                
    Retained income, restricted                                                37,278            35,887
    Accumulated other comprehensive income                                       (43)               220
                                                                              -------           -------
                     Total equity capital                                      37,235            36,107
                                                                              -------           -------
                     Total liabilities and equity capital                    $490,853          $419,041
                                                                              =======           =======
</TABLE>


See accompanying notes to unaudited condensed financial statements.

                                       1

<PAGE>
 
                              FIRST FEDERAL FLORIDA
                        Condensed Statements of Earnings
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                    For the Three Months ended  For the Six Months ended
                                                            March 31,                   March 31,
                                                        1999        1998            1999        1998
                                                     ----------  -----------    -----------  -----------
                                                          (In thousands)             (In thousands)
<S>                                                 <C>         <C>             <C>          <C>        
Interest income:
Loans                                                 $  7,024    $  6,827        $ 13,899     $ 14,344   
Investments and other                                      931       1,336           1,890        2,790
                                                       -------     -------         -------      -------
      Total interest income                              7,955       8,163          15,789       17,134
                                                       -------     -------         -------      -------
Interest expense:                                                                              
Deposits                                                 3,686       4,867           7,590       10,234
Federal Home Loan Bank advances                            530          --             909           --
                                                       -------     -------         -------      -------
      Total interest expense                             4,216       4,867           8,499       10,234
                                                       -------     -------         -------      -------
      Net interest income before loan loss provision     3,739       3,296           7,290        6,900

Provision for loan losses                                  150         100             300          205
                                                       -------     -------         -------      -------
      Net interest income                                3,589       3,196           6,990        6,695
                                                       -------     -------         -------      -------
Other income:                                                                                  
Fees and service charges                                   242         272             508          551
Gain on sale of branches                                   164       3,016             164        3,016
Other, net                                                  58          96             113          142
                                                       -------     -------         -------      -------
                 Total other income                        464       3,384             785        3,709
                                                       -------     -------         -------      -------
Other expenses:                                                                                
Compensation and employee benefits                       1,429       1,561           2,852        2,983
Occupancy and equipment costs                              501         421             948          862
Marketing                                                  133         132             259          265
Data processing costs                                      123         136             257          273
Federal insurance premiums                                  53          94             111          186
Other                                                      633         769           1,144        1,512
                                                       -------     -------         -------      -------
      Total other expenses                               2,872       3,113           5,571        6,081
                                                       -------     -------         -------      -------
      Income before income taxes                         1,181       3,467           2,204        4,323
Income tax expense                                         434       1,109             813        1,409
                                                       =======     =======         =======      =======
      Net income                                           747       2,358           1,391        2,914
                                                       =======     =======         =======      =======
                                                                                            
</TABLE>

See accompanying notes to unaudited condensed financial statements

                                       2
<PAGE>

                              FIRST FEDERAL FLORIDA
                       Condensed Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                      For The Six Months
                                                                        Ended March 31,
                                                                   1999               1998
                                                               -------------     --------------
                                                                       (In thousands)
<S>                                                            <C>                <C>         
Operating activities:
Net income                                                        $  1,391           $  2,914   
Adjustments to reconcile net income to                                             
 net cash used in operating activities:                                            
   Provision for loan losses                                           300                205
   Depreciation                                                        368                305
   Amortization of discount on investments                                         
     and mortgage-backed securities                                                
     available for sale and held to maturity                             -                  -
   Gain on sale of branches and related deposits                      (164)            (3,016)
   Decrease (increase) in accrued interest receivable                 (180)               370
   Decrease (increase)  in other assets                               (741)                21
   (Decrease) increase in other liabilities                         (4,866)            (1,053)
                                                                   --------           --------
       Net cash used in operating activities                        (3,892)              (254)
                                                                   --------           --------
Investing activities:                                                              
Proceeds from calls, maturities and                                                
  repayment of investment securities                                15,095             30,484
Increase in loans, net                                             (27,498)            (9,812)
Purchase of investments available for sale                         (13,713)           (14,000)
Purchases of premises and equipment                                   (430)              (170)
Proceeds on sale of premises and equipment                             235                  -
Cash transferred in connection with sale of branches, net                -             (7,170)
                                                                   --------           --------
       Net cash used in investing activities                       (26,311)              (668)
                                                                   --------           --------
                                                                                   
Financing activities:                                                              
Net (decrease) increase in deposits                                 (8,825)             9,787
Net increase in FHLB advances                                       14,000                  -
Net funds received from stock subscriptions                         70,375                  -
                                                                   --------           --------
               Net cash provided by financing activities            75,550              9,787
                                                                   --------           --------
               Net increase in cash                                 45,347              8,865

Cash and cash equivalents at beginning of period                     5,217             21,842
                                                                   --------           --------
Cash and cash equivalents at end of period                        $ 50,564           $ 30,707
                                                                   ========           ========
                                                                                   
Supplemental disclosure of cash flow information:                                 
   Cash paid during the year for:                                                  
     Interest                                                     $  8,500           $ 10,233
                                                                   ========           ========
     Taxes                                                        $    531           $    731
                                                                   ========           ========
                                                                                   
Supplemental disclosure of non-cash information:                                   
                                                                                   
   Additions to investment in real estate acquired                                 
          through foreclosusre                                    $    351           $  1,237
                                                                   ========           ========  
                                                                                   
   Change in unrealized gain (loss) on investments                                 
          available for sale, net of                                               
          deferred taxes of $(141) and $19                        $  (263)           $     35
                                                                   ========          =========
                                                                                   
   Net assets transferred in connection with                                       
branch sale:                                                                       
     Loans receivable                                                                $ 44,607
     Premises and equipment                                                               705
     Deposits                                                                          55,498
                                                                                      ========
</TABLE>

See accompanying notes to unaudited condensed financial statements.

                                       3
<PAGE>


                              FIRST FEDERAL FLORIDA
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1 -  BASIS OF PRESENTATION

The accompanying condensed financial statements were prepared in accordance with
instructions  for Form 10-Q  and,  therefore,  do not  include  all  information
necessary  for a  complete  presentation  of  financial  condition,  results  of
operations,  and cash flows in conformity  with  generally  accepted  accounting
principles.  However, all adjustments,  consisting of normal recurring accruals,
which,  in the opinion of management,  are necessary for a fair  presentation of
the financial  statements have been included.  The results of operations for the
periods  ended March 31,  1999 and 1998 are not  necessarily  indicative  of the
results,  which may be expected for the entire  fiscal year or any other period.
The condensed financial statements as of and for the three and six month periods
ended March 31, 1999 and 1998 include the accounts of First Federal Florida (the
"Bank")  which,  as discussed in Note 2, became the wholly owned  subsidiary  of
FloridaFirst Bancorp (the "Company") on April 6, 1999. The Company's business is
conducted principally through the Bank.

These statements should be read in conjunction with the financial statements and
related notes,  which are incorporated by reference in the Company's  Prospectus
dated February 12, 1999.


Note 2 - MUTUAL HOLDING COMPANY REORGANIZATION AND STOCK ISSUANCE

On April 6, 1999,  the Bank  completed its mutual to stock  conversion  ("Mutual
Holding  Company  Reorganization  and Stock  Issuance").  In connection with the
Mutual Holding Company Reorganization and Stock Issuance,  FloridaFirst Bancorp,
a federally chartered corporation,  sold 2,703,851 shares (or 47%) of its common
stock in a  subscription  offering at $10.00 per share and issued the  remaining
53% to FloridaFirst  Bancorp MHC. A total of 5,752,875 shares of common stock of
FloridaFirst  Bancorp were issued in connection  with the Mutual Holding Company
Reorganization and Stock Issuance.  Upon completion of these  transactions,  the
Bank became the wholly owned subsidiary of FloridaFirst Bancorp.

The common stock of the Company  began trading on the Nasdaq Market System under
the symbol "FFBK" on April 7, 1999.


Note 3 - RECENT ACCOUNTING PRONOUNCEMENTS

Comprehensive Income.  Effective October 1, 1998, the Bank adopted SFAS No. 130,
Reporting Comprehensive Income. SFAS No. 130 establishes standards for reporting
and display of comprehensive  income and its components in a full set of general
purpose  financial  statements.  Under  SFAS No.  130,  comprehensive  income is
divided  into net income and other  comprehensive  income.  Other  comprehensive
income includes items previously recorded directly in equity, such as unrealized
gains or losses on securities  available for sale.  SFAS No. 130 requires  total
comprehensive  income and its components to be reported in a financial statement
with equal prominence as other financial statements.

For the three and six months  ended  March 31,  1999,  the Bank  reported  other
comprehensive  income  (loss) of $(77,000)  and  $(263,000),  respectively,  and
$(6,700) and $35,000 for the same periods in 1998. Such income (loss)  consisted
entirely of unrealized  gains or (losses),  net of taxes,  on available for sale
securities.

Segments of an Enterprise and Related Information. In June 1997, the FASB issued
SFAS  No.  131,   Disclosures  About  Segments  of  an  Enterprise  and  Related
Information,  which changes the way public  companies report  information  about
segments  of  their  business  and  requires  them to  report  selected  segment
information  in their  quarterly  reports  issued to  stockholders.  Among other
things,  SFAS No. 131 requires public companies to report (a) certain  financial
and  descriptive   information  about  its  reportable  operating  segments  (as
defined); and (b) certain  enterprise-wide  financial information about products
and  services,

                                       4
<PAGE>

geographic   areas,  and  major  customers.   The  required  segment   financial
disclosures  include a measure of profit or loss,  certain  specific revenue and
expense  items,  and total  assets.  The Bank adopted SFAS NO. 131 on October 1,
1998.  However,  no specific segment disclosure is required since the Bank views
its operations as a single segment.

Employers'  Disclosure  About  Pensions and Other  Postretirement  Benefits.  In
February  1998,  the FASB  issued  SFAS No.  132,  Employers'  Disclosure  About
Pensions  and Other  Postretirement  Benefits.  SFAS No. 132 revises  employers'
disclosures  about pension and other  postretirement  benefit plans. It does not
change  the  measurement  or  recognition  of those  plans.  SFAS No. 132 became
effective  for the Bank on October 1, 1998.  Adoption of this  statement did not
have  a  material  effect  on the  Bank's  financial  condition  or  results  of
operations.

Accounting for Derivative Instruments and Hedging Activities.  In June 1998, the
FASB issued SFAS No. 133,  Accounting  for  Derivative  Instruments  and Hedging
Activities.  SFAS No. 133  establishes  accounting  and reporting  standards for
derivative  instruments,  including certain derivative  instruments  embedded in
other  contracts  (collectively  referred  to as  derivatives),  and for hedging
activities.  It requires  that an entity  recognize  all  derivatives  as either
assets or liabilities  in the statement of financial  position and measure those
instruments at fair value.  SFAS No. 133 is effective for all fiscal quarters of
fiscal  years  beginning  after  June  15,  1999.  Initial  application  of this
Statement  should be as of the beginning of an entity's fiscal quarter.  On that
date, hedging  relationships must be designated anew and documented  pursuant to
the provisions of SFAS No. 133. Earlier  application of all of the provisions of
SFAS No. 133 is encouraged,  but it is permitted only as of the beginning of any
fiscal  quarter that begins after  issuance of this  Statement.  This  Statement
should not be applied  retroactively  to financial  statements of prior periods.
SFAS No. 133 is not expected to have a material  impact on the Bank's  financial
statement presentations.

Note 4 - SALE OF BRANCHES

On October 29, 1997,  the Bank entered into an agreement  (the "Branch Sale") to
sell  substantially  all of the loans,  with a  majority  of the loans sold on a
servicing-released   basis,   and   certain   liabilities   (primarily   deposit
liabilities) of the branches  located in north Florida.  The sale included loans
at 80% of the deposit  liability.  The  remaining 20% of the purchase was funded
with cash. The sale also included the branch buildings, except for two buildings
that were closed by the Bank because the Bank is precluded  from  conducting any
further business at those locations.  The transaction was completed  January 30,
1998. Assets of approximately  $52.5 million,  including loans of $44.6 million,
property and  equipment  of $705,000,  cash of $10.1  million,  and  liabilities
consisting primarily of deposit accounts of $55.5 million,  were sold for a gain
of approximately $3.0 million. Of the remaining two branches,  the Bank realized
a gain of  $164,000  from the sale of one branch on March 31, 1999 and the other
is under contract for sale to a third party. No loss is anticipated upon sale of
the remaining branch.


Note 5 - PENSION PLAN TERMINATION

On September 28, 1998, the Board of Directors of the Bank froze benefit accruals
for the defined  benefit pension plan (the "Plan")  effective  November 3, 1998.
The Bank terminated the Plan on April 14, 1999 by distributing  the participants
their full  present  value of  accrued  benefits  based on the Plan  liquidation
guidelines,  as  prescribed by the Internal  Revenue Code.  The Bank funded $1.3
million to the Plan,  which when  combined  with  other  Plan  assets,  provided
sufficient  assets to distribute to or purchase  annuities for Plan participants
to satisfy the present value of the calculated benefit obligations. The Bank had
adequately accrued for the benefits as of September 30, 1998.

                                       5

<PAGE>


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS


Comparison of Financial Condition at March 31, 1999 and September 30, 1998

Assets.  Total assets  increased  $71.9 million,  or 17.2%, to $490.9 million at
March 31, 1999 from $419.0  million at September 30, 1998. The increase in total
assets resulted  primarily from a $27.5 million,  or 8.1% increase,  in the loan
portfolio  attributable  to strong loan  demand in our market  areas and a $45.3
million increase in cash equivalents  resulting  primarily from $48.8 million in
subscription funds received during the stock offering for FloridaFirst  Bancorp.
The excess funds were  retained in cash  equivalents  because these amounts were
refunded on April 7, 1999.

Liabilities.  Total  liabilities  increased  $70.7 million,  or 18.5%, to $453.6
million  at March 31,  1999 from  $382.9  million at  September  30,  1998.  The
increase in total  liabilities  resulted  primarily  from $70.4 million in stock
subscriptions  received  and a $14.0  million  net  increase  in  FHLB  advances
utilized to fund the loan growth, partially offset by a $8.8 million decrease in
deposits.  The decrease in deposits  resulted from an outflow of certificates of
deposit due to the continued low interest rate environment.  In addition,  $13.0
million of  short-term  FHLB  advances  were repaid  through the proceeds of the
stock sale.

Equity.  The increase in Bank's  equity  reflects the $1.4 million in net income
for the six months  ended  March 31,  1999 and a decrease of $263,000 in the net
unrealized  gain on investments  available for sale. At March 31, 1999, the Bank
was in full compliance with all regulatory capital requirements. Tangible, core,
and risk-based capital ratios were 7.59%, 7.59%, and 14.0%, respectively.

Comparison  of  Operating  Results for the Three Months Ended March 31, 1999 and
March 31, 1998

Net Income. Net income for the three months ended March 31, 1999 decreased 68.3%
to $747,000,  compared to $2.4  million for the same period in 1998.  Net income
for the three  months  ended  March 31,  1999  included a gain (net of taxes) of
$105,000  from the sale of one branch  building  and for the three  months ended
March 31,  1998  included a gain (net of taxes) of  $1,950,000  from the sale of
certain branches and related deposits to another financial institution.

Net interest income  increased  $393,000,  or 12.3%,  for the three months ended
March 31, 1999 compared to the same period in 1998. This increase  resulted from
a  decrease  in  interest  expense of  $651,000,  which  substantially  offset a
$208,000  decrease  in  interest  income,  and an  increase  of  $50,000  in the
provision  for loan  losses.  Other  income  decreased to $464,000 for the three
months  ended March 31, 1999 from $3.2  million for the three months ended March
31, 1998,  resulting primarily from the Branch Sale. Other expenses decreased to
$2.9 million for the three months ended March 31, 1999 from $3.1 million for the
three months ended March 31, 1998, due primarily to cost savings  related to the
Branch Sale.

Interest  Income.  Total interest income decreased to $8.0 million for the three
months  ended  March 31,  1999 from $8.2  million  for the same  period in 1998,
resulting  primarily  from a 29 basis point  decrease  in the overall  portfolio
yield. Average  interest-earning assets increased slightly to $424.9 million for
the three months  ended March 31, 1999 from $423.3  million for the three months
ended March 31, 1998.  The transfer of $44.6 million in loans in the Branch Sale
was offset by new loan  growth.  The  average  rate  earned on  interest-earning
assets  decreased  to 7.42% for the three months ended March 31, 1999 from 7.71%
for the three months ended March 31, 1998, a decrease of 29 basis points.

                                       6

<PAGE>

Interest income on loans increased $197,000 to $7.0 million for the three months
ended March 31,  1999 from $6.8  million  for the three  months  ended March 31,
1998.  This  increase  reflects  the strong loan demand in our market areas that
offset the transfer of loans noted above. Average loans increased $27.1 million,
or 8.0% during the comparable periods. The strong loan growth however was offset
by a 39 basis  point  decrease  in the average  yield on loans,  reflecting  the
general downward trend in market interest rates.

Interest income on investment  securities decreased $405,000 to $931,000 for the
three  months  ended March 31, 1999 from $1.3 million for the three months ended
March 31,  1998.  This  decrease  was  primarily  the result of a $25.5  million
decrease  in average  balances  to $61.4  million in 1999 from $86.9  million in
1998. The decrease in the average balance of investment securities was primarily
due to  maturities  and calls on  investment  securities.  The cash  from  these
activities  were used to fund new loan  growth.  Also the  average  yield on the
portfolio  decreased  by 30 basis points  since  yields on the  reinvestment  of
available  assets have  decreased  with the general  downward  trend in interest
rates.  The  decrease  in  investment  income was offset by $71,000 in  interest
earned on cash equivalents resulting from stock subscriptions received.

Interest  Expense.  Total interest  expense  decreased by $651,000 for the three
months  ended March 31, 1999 from $4.9  million for the three months ended March
31, 1998, as a result of a 4.0% decrease in average interest-bearing liabilities
and  a  54  basis  point  decrease  in  the  average  cost  of  funds.   Average
interest-bearing  liabilities  decreased to $372.9  million for the three months
ended March 31, 1999 from $389.7  million for the three  months  ended March 31,
1998.  The  decrease is  attributable  primarily  to the sale of deposits in the
Branch Sale. The average interest rate paid on interest-bearing  liabilities was
4.46% for the three months ended March 31, 1999  compared to 5.00% for the three
months  ended March 31,  1998,  a decrease of 54 basis  points.  The decrease in
rates paid on  interest-bearing  liabilities  reflects  market  rates as well as
management's  decision to use FHLB  advances to control its cost of funds and to
lengthen the maturity of its liabilities.

Interest  expense on deposits  decreased  $1.2  million to $3.7  million for the
three months ended March 31, 1998 from $4.9 million for the same period in 1998.
This decrease was a result of a decrease of $60.5 million in the average balance
of  interest-bearing  deposits to $329.2  million in 1999 from $389.7 million in
1998 and a decrease  of 59 basis  points in the  average  rate to 4.41 % in 1999
from 5.00% in 1998,  The  decrease  in the average  balance of  interest-bearing
deposits resulted from the $55.5 million in deposits sold in the Branch Sale and
a decision to use FHLB  advances as a funding  source.  The decrease in interest
expense  on  deposits  was  offset  by  $58,000  in  interest  accrued  on stock
subscriptions received.

The average  balance of FHLB  advances in the three  months ended March 31, 1999
were  $43.7  million at an average  cost of 4.86%.  There were no FHLB  advances
outstanding for the same period in 1998.

Provision  for Loan Losses.  The  provision for loan losses was $150,000 for the
three  months  ended March 31, 1999  compared to $100,000  for the three  months
ended March 31, 1998. The allowance for loan losses  increased  $168,000 to $2.8
million at March 31,  1999 from $2.6  million  at March 31,  1998.  The  current
allowance represents .76% of total loans outstanding at March 31, 1999. The Bank
had net  charge-offs  of  $80,000  for the three  months  ended  March 31,  1999
compared  to net  charge-offs  of $19,000 for the three  months  ended March 31,
1998.

Other Income. The decrease in other income is attributable primarily to the $3.0
million  gain  realized  through the Branch Sale in 1998,  offset  slightly by a
$164,000 gain on one branch facility sold in the current quarter.

Other Expense. Other expense decreased by $241,000 to $2.9 million for the three
months  ended March 31, 1999 from $3.1  million for the three months ended March
31, 1998.  Compensation and employee benefits

                                       7

<PAGE>

decreased $132,000 due to certain cost savings realized through the Branch Sale,
partially  offset  by the  addition  of  new  staff  personnel  to  enhance  the
transition  into a full service  community bank. In addition,  benefit  programs
were changed to be more competitive in the banking  environment.  Other expenses
decreased  $136,000 due to general  banking and loan related  expenses that were
saved in connection with the Branch Sale.

Comparison  of  Operating  Results  for the Six Months  Ended March 31, 1999 and
March 31, 1998

Net Income.  Net income for the six months ended March 31, 1999 decreased  52.3%
to $1.4  million,  compared to $2.9  million  for the same  period in 1998.  Net
income for the six months ended March 31, 1999  included a gain of $105,000 from
the sale of one branch  building  and for the six months  ended  March 31,  1998
included a gain of  $1,950,000  from the sale of certain  branches  and  related
deposits to another financial institution.

Net interest income increased $295,000,  or 4.4%, for the six months ended March
31, 1999  compared to the same period in 1998.  This  increase  resulted  from a
reduction in interest expense of $1.7 million, which substantially offset a $1.3
million  decrease in interest income and a $95,000 increase in the provision for
loan losses.  Other income  decreased to $785,000 for the six months ended March
31, 1999 from $3.7 million for the six months  ended March 31,  1998,  resulting
primarily  from the gain on the Branch Sale.  Other  expenses  decreased to $5.6
million for the six months  ended  March 31, 1999 from $6.1  million for the six
months ended March 31, 1998, due primarily to cost savings related to the Branch
Sale.

Interest  Income.  Total interest income  decreased to $15.8 million for the six
months  ended March 31, 1999 from $17.1  million for the six months  ended March
31, 1998, as a result of a 5.0% decrease in average  interest-earning assets and
a  27  basis   point   decrease  in  the  overall   portfolio   yield.   Average
interest-earning  assets  decreased  to $418.0  million for the six months ended
March 31, 1999 from $440.1  million for the six months ended March 31, 1998. The
transfer  of $44.6  million in loans in the  Branch  Sale was offset by new loan
growth.  The average rate earned on  interest-earning  assets decreased to 7.52%
for the six months  ended  March 31,  1999 from  7.79% for the six months  ended
March 31, 1998, a decrease of 27 basis points.

Interest income on loans decreased  $445,000 to $13.9 million for the six months
ended March 31, 1999 from $14.3 million for the six months ended March 31, 1998.
This  decrease is  attributable  primarily to a 40 basis points  decrease in the
yield on loans  during the  comparable  six month  periods  from 8.22% to 7.82%,
reflecting the general  downward trend in interest rates. The decrease in income
due to the lower  yields was offset  slightly as the average  loans  outstanding
increased  by $6.4  million to $355.3 for the six months  ended March 31,  1999.
This slight  increase in  balances,  despite the  transfer of loans noted above,
reflects the strong loan demand in our market areas.

Interest income on investment  securities decreased $900,000 to $1.9 million for
the six months  ended March 31, 1999 from $2.8  million for the six months ended
March 31,  1998.  This  decrease  was  primarily  the result of a $28.6  million
decrease in the average  balance to $62.7  million in 1999 from $91.3 million in
1998. The decrease in the average balance of investment securities was primarily
due to  maturities  and calls on  investment  securities.  The cash  from  these
activities  were used to fund new loan  growth.  Also the  average  yield on the
portfolio  decreased  by 19 basis points  since  yields on the  reinvestment  of
available  assets have  decreased  with the general  downward  trend in interest
rates.  The  decrease  in  investment  income was offset by $71,000 in  interest
earned on cash equivalents resulting from stock subscriptions received.

Interest  Expense.  Total  interest  expense  decreased  by $1.7 million to $8.5
million for the six months ended

                                       8
<PAGE>

March 31, 1999 from $10.2  million for the six months ended March 31, 1998, as a
result of a decrease  in  average  interest-bearing  liabilities  and a 49 basis
point  decrease  in  the  average  cost  of  funds.   Average   interest-bearing
liabilities  decreased to $370.4 million for the six months ended March 31, 1999
from $405.4  million for the six months  ended March 31,  1998.  The decrease is
attributable  to the sale of deposits in the Branch Sale.  The average  interest
rate paid on  interest-bearing  liabilities  was 4.56% for the six months  ended
March 31, 1999  compared to 5.05% for the six months  ended  March 31,  1998,  a
decrease of 49 basis  points.  The  decrease  in rates paid on  interest-bearing
liabilities  reflects market rates as well as management's  decision to use FHLB
advances  to  control  its cost of funds and to  lengthen  the  maturity  of its
liabilities.

Interest expense on deposits  decreased $2.6 million to $7.6 million for the six
months  ended March 31, 1999 from $10.2  million for the six months  ended March
31,  1998.  This  decrease  was a result of a decrease  of $72.5  million in the
average  balance of  interest-bearing  deposits  to $332.8  million in 1999 from
$405.4  million in 1998 and a decrease of 53 basis points in the average rate to
4.52% in 1999  from  5.05% in 1998,  The  decrease  in the  average  balance  of
interest-bearing  deposits  resulted  from the $55.5 million in deposits sold in
the Branch Sale and a decision to use FHLB  advances  as a funding  source.  The
decrease  in  interest  expense on  deposits  was offset by $58,000 in  interest
accrued on stock subscriptions received.

The average balance of FHLB advances in the six months ended March 31, 1999 were
$37.6  million  at an  average  cost of  4.84%.  There  were  no  FHLB  advances
outstanding for the same period in 1998.

Provision  for Loan Losses.  The  provision for loan losses was $300,000 for the
six months  ended March 31, 1999  compared to $205,000  for the six months ended
March 31, 1998. The allowance for loan losses increased $168,000 to $2.8 million
at March 31, 1999 from $2.6  million at March 31,  1998.  The current  allowance
represents  .76% of total loans  outstanding at March 31, 1999. The Bank had net
charge-offs  of $82,000 for the six months ended March 31, 1999  compared to net
charge-offs of $81,000 for the six months ended March 31, 1998.

Other Income.  See discussion at the three month comparison.

Other Expense.  Other expense  decreased by $510,000 to $5.6 million for the six
months ended March 31, 1999 from $6.1 million for the six months ended March 31,
1998.  Compensation and employee benefits decreased $131,000 due to cost savings
realized through the Branch Sale,  partially offset by the addition of new staff
personnel to enhance the  transition  into a full  service  community  bank.  In
addition,  benefit  programs were changed to be more  competitive in the banking
environment.  Other expenses  decreased $368,000 due to general banking and loan
related expenses that were saved in connection with the Branch Sale.

Liquidity and Capital Resources

The liquidity of a savings institution  reflects its ability to provide funds to
meet loan requests,  to accommodate  possible outflows in deposits,  and to take
advantage  of interest  rate  market  opportunities.  Funding of loan  requests,
providing for liability  outflows,  and management of interest rate fluctuations
require  continuous  analysis  in order  to match  the  maturities  of  specific
categories of short-term  loans and investments  with specific types of deposits
and borrowing.  Savings institution liquidity is normally considered in terms of
the nature and mix of the savings institution's sources and uses of funds.

Asset  liquidity  is provided  through loan  repayments  and the  management  of
maturity  distributions  for  loans  and  securities.  An  important  aspect  of
liquidity lies in  maintaining  sufficient  levels of loans and  mortgage-backed
securities that generate monthly cash flows.

                                       9
<PAGE>

Cash and cash  equivalents  increased $45.3 million to $50.6 million for the six
months ended March 31, 1999.  Significant  cash flows or uses (amounts  shown in
parentheses) were as follows:

                                                                   (In millions)

         Cash provided by operations                                 $ (3.5)
         FHLB advances                                                 14.0
         Decrease in net deposits                                      (8.8)
         Maturities of and repayments on investment securities         15.2
         Purchases of investment securities                           (13.7)
         Net increase in loans                                        (27.8)
         Net funds received from stock subscriptions                   70.4
         Other net                                                      (.5)
                                                                      -----
         Net increase in cash and cash equivalents                   $ 45.3
                                                                      =====

Management is not aware of any known trends,  events or uncertainties  that will
have or are reasonably likely to have a material effect on the Bank's liquidity,
capital or operations nor is management aware of any current  recommendation  by
regulatory  authorities,  which  if  implemented,  would  have  such an  effect.
Management  expects  increased  expenses  in  the  future  as a  result  of  the
establishment  of the employee stock  ownership  plan,  potential  stock benefit
plans, and the adoption of the directors and executive retirement plans, as well
as  increased  costs  associated  with being a public  company  (e.g.,  periodic
reporting,  annual meeting  materials,  transfer agent,  professional  and stock
listing fees).

On March 31, 1999, the Bank was in compliance with its three regulatory  capital
requirements as follows:

                                                      Amount        Percent
                                                     ----------------------
                                                     (Dollars in thousands)

Tangible capital ...............................     $37,278           7.6%     
Tangible capital requirement ...................       7,364           1.5
Excess over requirement ........................      29,914           6.1
                                                                  
Core capital ...................................     $37,278           7.6%
Core capital equipment .........................      19,637           4.0
Excess over requirement ........................      17,641           3.6
                                                                  
Risk based capital .............................     $40,079          14.0%
Risk based capital requirement .................      22,875           8.0
Excess over requirement ........................      17,204           6.0
                                                             
Management  believes that under current  regulations,  the Bank will continue to
meet its minimum capital  requirements in the foreseeable future.  Events beyond
the control of the Bank,  such as increased  interest rates or a downturn in the
economy  in areas in which  the Bank  operates  could  adversely  affect  future
earnings  and as a result,  the  ability of the Bank to meet its future  minimum
capital requirements.

Year 2000

Rapid and accurate data processing is essential to the Bank's  operations.  Many
computer programs that can

                                       10

<PAGE>


only distinguish the final two digits of the year entered (a common  programming
practice in prior  years) are  expected to read entries for the year 2000 as the
year 1900 or as zero and  incorrectly  attempt  to  compute  payment,  interest,
delinquency and other data.

The following  discussion of the  implications  of the year 2000 problem for the
Bank contains numerous forward looking statements based on inherently  uncertain
information.  The cost of the  project  and the date on which the Bank  plans to
complete the internal year 2000  modifications  are based on  management's  best
estimates,  which are derived utilizing a number of assumptions of future events
including the continued  availability of internal and external resources,  third
party modifications and other factors.  However,  there can be no guarantee that
these  statements  will be achieved and actual  results could differ.  Moreover,
although management believes it will be able to make the necessary modifications
in advance,  there can be no guarantee  that failure to modify the systems would
not have a material adverse effect on The Bank or the Company.

The Bank places a high degree of reliance on computer  systems of third parties,
such as customers, suppliers, and other financial and governmental institutions.
Although  the Bank is  assessing  the  readiness  of  these  third  parties  and
preparing contingency plans, there can be no guarantee that the failure of these
third  parties to modify their systems in advance of December 31, 1999 would not
have a material adverse affect on the Bank.

The Bank's Year 2000 Plan (the  "Plan") was  presented to the Board of Directors
in September 1997. The Plan was developed  using the guidelines  outlined in the
Federal Financial Institutions Examination Council's "The Effect of Year 2000 on
Computer  Systems." The Year 2000 Committee is responsible for the Plan with the
Board of Directors  receiving Year 2000 progress  reports on a quarterly  basis.
Our primary  operating  systems,  as provided  by a third party  service  bureau
("External  Provider"),  have  been  tested  satisfactorily.  In  addition,  the
External  Provider has given us written  confirmation that their software system
is Year  2000  compliant.  The main  hardware  and  software  used to serve  our
customer  base and  maintain  the  customer  transaction  histories  and company
accounting records are currently operating on Year 2000 compliant systems.

An OTS  on-site  examination  was  conducted  in March  1999,  and  based on the
examination results, the Bank was progressing  satisfactorily towards completing
the Plan requirements.

The Bank has contacted all other material vendors and suppliers  regarding their
Year 2000 readiness. Each of these third parties has delivered written assurance
to the Bank that they expect to be Year 2000  compliant  prior to the Year 2000.
The  Bank  is in  the  process  of  contacting  all  significant  customers  and
non-information  technology suppliers (i.e. utility systems,  telephone systems,
etc.),  regarding  their year 2000 state of  readiness.  No  contracts,  written
assurances,  or oral  assurances  with  the  Bank's  material  vendors,  systems
providers,  and  suppliers  include  any type of remedy or penalty for breach of
contract in the event that any of these parties are not Year 2000 compliant.

The Bank has  identified  19 vendors and systems as mission  critical and 68% of
the Bank's mission critical  vendors are Year 2000 compliant.  The only critical
vendors  that  have not  confirmed  that they are Year  2000  compliant  are the
utility companies and certain correspondent banks.

Testing has been completed on the most significant vendor  applications,  except
the utilities as noted above,  however,  final testing remains on a few critical
applications.  This final testing,  and  development of  contingency  plans,  is
expected  to be  completed  for all  critical  and  important  applications  and
services by June 30, 1999.  Most of the items  identified  as minor are services
that are performed by outside vendors. We have received communication from these
vendors  indicating  they  will be in  compliance  for  Year  2000  without  any
disruption  in  service.  Appropriate  testing,  if  possible,  and any  related
contingency plans would be performed

                                       11
<PAGE>

in the second and third quarter of 1999.

We are unable to test the Year 2000  readiness of our  significant  suppliers of
utilities.  We are  relying  on the  utility  companies'  internal  testing  and
representations to provide the required services that drive our data systems.

Software  provided  by our  External  Provider  is  supported  by a  contractual
agreement that states the software will be Year 2000 compliant  prior to January
1, 2000. The contracts for our other systems and services do not contain similar
statements  since  they have  longer  terms  and were not  subject  to  specific
contract negotiation in the past few years.

All  non-information   technology  providers  that  were  identified  have  been
contacted.  They have assured us that the Year 2000 will not be an issue or that
the issue will be satisfactorily resolved prior to the end of 1999.

Major  commercial loan customers (loan balances in excess of $500,000) have been
contacted in writing.  In addition,  the commercial loan  relationship  managers
conducted a telephone and personal  contact  program with all these customers to
determine  any potential  exposure  that might be present due to the  customer's
failure to  prepare  adequately  for the Year 2000.  This  contact  program  was
completed  as March 31,  1999.  No  unusual or  significant  risk  exposure  was
identified.

As a practical  matter,  individual  mortgage  loan,  consumer  loan and smaller
commercial  loan  customers  were  not  contacted   regarding  their  Year  2000
readiness.  It was deemed to be beyond the scope of our  testing  parameters  to
contact these  borrowers.  Further,  most of these are individuals with adequate
collateral for their loans.

If the Plan fails to significantly address the Year 2000 issues of the Bank, the
following, among other things, could negatively affect the Bank:

(a)      utility  service  companies  may be unable  to  provide  the  necessary
         service  to drive  our data  systems  or  provide  sufficient  sanitary
         conditions for our offices;

(b)      our primary  software  provider  could have a major  malfunction in its
         system  or  their  service  could  be  disrupted  due  to  its  utility
         providers, or some combination of the two; or

(c)      the Bank may have to transact its business manually.


The Bank will attempt to monitor these uncertainties by continuing to request an
update on all critical and important  vendors  throughout the remainder of 1999.
If the Bank identifies any concern related to any critical or important  vendor,
the  contingency  plans  will be  implemented  immediately  to assure  continued
service to the Bank's customers.

Costs have and will be incurred to replace  certain  non-compliant  software and
hardware.  The Bank does not  anticipate  that direct  costs for  renovating  or
replacing  non-compliant  hardware and software will exceed  $325,000,  of which
approximately  $230,000 had been expended as of March 31, 1999. No assurance can
be given  that the Year  2000 Plan will be  completed  successfully  by the Year
2000,  in which event the Bank could incur  significant  costs.  If the External
Provider  fails to  maintain  its  system in  compliant  state or  incurs  other
obstacles prior to Year 2000, the Bank would likely experience  significant data
processing  delays,  mistakes or failures.  These  delays,  mistakes or failures
could have a significant negative affect on our earnings.

                                       12
<PAGE>


Successful  and  timely  completion  of  the  Year  2000  project  is  based  on
management's best estimates  derived from various  assumptions of future events,
which are inherently  uncertain,  including continued compliance of the External
Provider, testing plans, and all vendors, suppliers and customer readiness.

Despite the best efforts of management to address this issue, the vast number of
external entities that have direct and indirect business  relationships with the
Bank, such as customers,  vendors,  payment system providers and other financial
institution,  makes it impossible to assure that a failure to achieve compliance
by one or more of these entities  would not have material  adverse impact on the
operations of the Bank.


Impact of Inflation

The  condensed  financial  statements of the Bank and notes  thereto,  presented
elsewhere herein,  have been prepared in accordance with GAAP, which require the
measurement of financial  position and operating  results in terms of historical
dollars without considering the change in the relative purchasing power of money
over  time due to  inflation.  The  impact  of  inflation  is  reflected  in the
increased  cost of the Bank's  operations.  Unlike  most  industrial  companies,
nearly all the assets and  liabilities of the Bank are  financial.  As a result,
interest  rates  have a greater  impact on the  Bank's  performance  than do the
effects of general levels of inflation.  Interest rates do not necessarily  move
in the same direction or to the same extent as the prices of goods and services.



ITEM 3.  Quantitative and Qualitative Disclosure About Market Risk

There have been no material  changes from the information  regarding market risk
disclosed  under the heading  "Management of Interest Rate Risk and Market Risk"
in the Bank's financial statements for the year ended September 30, 1998.

                                       13

<PAGE>





                              FLORIDAFIRST BANCORP

                                     PART II

ITEM 1.  LEGAL PROCEEDINGS

         Neither the Company nor the Bank was engaged in any legal proceeding of
         a material  nature at March 31, 1999. From time to time, the Company is
         a  party  to  routine  legal  proceedings  in the  ordinary  course  of
         business, such as claims to enforce liens,  condemnation proceedings on
         properties  in which  the  Company  holds  security  interests,  claims
         involving the making and servicing of real  property  loans,  and other
         issues incident to the business of the Company.  There were no lawsuits
         pending or known to be  contemplated  against  the Company at March 31,
         1999 that would have a material  effect on the  operations or income of
         the Company or the Bank, taken as a whole.

ITEM 2.  CHANGES IN SECURITIES

         Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable.


ITEM 5.  OTHER INFORMATION

         See Note 2 to the Unaudited  Condensed Financial  Statements  regarding
         the Mutual Holding Company Reorganization and Stock Issuance.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits:

             Exhibit 2     Plan  of  Mutual Holding  Company Reorganization  and
                           Stock Issuance*

             Exhibit 3(i)  Charter for FloridaFirst Bancorp*

             Exhibit 3(ii) Bylaws of FloridaFirst Bancorp*

             Exhibit 4     Specimen Stock Certificate of FloridaFirst Bancorp*

             Exhibit 10.1  Employment Agreement with Gregory C. Wilkes*

             Exhibit 10.2  Form of Employment Agreement*

             Exhibit 27    Financial Data Schedule (in electronic filing only)


         (b) Reports on Form 8-K - None



-------------------
*        Incorporated by reference to the Registrant's Registration Statement on
         Form S-1 initially filed with the Commission on December 18, 1998 (File
         No. 333-69239).

                                       14
<PAGE>

                              FLORIDAFIRST BANCORP

                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                     FLORIDAFIRST BANCORP





Date: May 13, 1999                   By:   /s/Gregory C. Wilkes        
                                           -------------------------------------
                                           Gregory C. Wilkes
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)



Date: May 13, 1999                   By:    /s/Kerry P. Charlet    
                                            ------------------------------------
                                            Kerry P. Charlet
                                            Chief Financial Officer
                                            (Principal Accounting Officer)