8-K

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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                                    FORM 8-K


                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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         Date of Report (Date of earliest event reported): July 1, 2003

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


                Tennessee                                 (45-0508261)
  (State of incorporation or organization)     (IRS Employer Identification No.)



120 Evans Avenue, Morristown, Tennessee                       37814
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(Address of principal executive offices)                    (Zip Code)

                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)




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ITEMS 1, 2, 3, 4, 6, 8, 10, 11 AND 12       NOT APPLICABLE.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

    (a) Not applicable.
    (b) Not applicable.
    (c) Exhibits.

Exhibit No.                Description
- -----------                -----------
99.1                       Press release dated July 1, 2003


ITEM 9.      REGULATION FD DISCLOSURE

         On July 1, 2003,  Jefferson  Bancshares,  Inc., the holding company for
Jefferson  Federal Bank,  formerly known as Jefferson  Federal  Savings and Loan
Association  of  Morristown,  issued a press release  reporting that it has sold
6,612,500  shares  at $10.00  per  share,  representing  an  offering  amount of
$66,125,000 (the "adjusted  maximum" of the offering range),  in its second-step
conversion offering,  which was consummated on July 1, 2003.  In connection with
the  conversion,  each share of common  stock of  Jefferson  Federal,  excluding
shares held by Jefferson Bancshares,  M.H.C., was exchanged for 4.2661 shares of
common stock of Jefferson  Bancshares,  Inc. In addition,  Jefferson Bancshares,
Inc.  issued  375,000  shares  of its  common  stock  to the  Jefferson  Federal
Charitable Foundation.

         A copy of the press release is filed as Exhibit 99.1 to this report and
incorporated by reference.



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                                   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 hereunto duly authorized.


                                      JEFFERSON BANCSHARES, INC.


                                      By: /s/ Anderson L. Smith
                                          --------------------------------------
                                          Anderson L. Smith
                                          President and Chief Executive Officer

Date:  July 2, 2003




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EX-99

EXHIBIT 99.1




PRESS RELEASE                     FOR IMMEDIATE RELEASE
                                  Contact:  Anderson L. Smith, President and CEO
                                  Telephone:  423-586-8421


    JEFFERSON BANCSHARES, INC. ANNOUNCES COMPLETION OF SECOND-STEP CONVERSION


Morristown,  Tennessee  - (July 1, 2003)  Jefferson  Bancshares,  Inc.  (Nasdaq:
JFBI),  the holding  company for  Jefferson  Federal  Bank  (formerly  Jefferson
Federal Savings and Loan Association of Morristown), today announced that it has
sold 6,612,500  shares at $10.00 per share,  representing  an offering amount of
$66,125,000 (the "adjusted  maximum" of the offering range),  in its second-step
mutual to stock  conversion  offering,  which  expired on June 18, 2003.  Orders
received in the  subscription  and community  offering totaled in excess of $105
million.

Jefferson Bancshares will exchange approximately  1,389,000 shares with minority
shareholders of Jefferson Federal Savings and Loan Association,  representing an
exchange ratio of 4.2661.

As part of the conversion,  Jefferson  Bancshares  formed the Jefferson  Federal
Charitable  Foundation,  which was funded with  $250,000  and 375,000  shares of
Jefferson  Bancshares common stock.  Jefferson  Charitable  Foundation will make
grants and donations to non-profit  and  community  groups and projects  located
within  Jefferson  Federal's  market area. In connection with the closing of the
conversion, Jefferson Federal Savings and Loan Association also changed its name
to "Jefferson Federal Bank."

Total shares outstanding after the conversion,  exchange and contribution to the
charitable foundation will be approximately 8,376,000 shares.

Shares of Jefferson  Bancshares,  Inc. are expected to begin  trading on July 2,
2003 on the Nasdaq under the ticker symbol "JFBI."

At March 31, 2003,  Jefferson Federal had assets of $265.5 million,  deposits of
$227.3 million and stockholders' equity of $35.8 million. Jefferson Federal is a
community oriented financial institution offering traditional financial services
within its local  communities  through  its main  office  and two  drive-through
facilities in Morristown.

Muldoon Murphy & Faucette LLP served as Jefferson  Federal's  conversion counsel
and Keefe,  Bruyette & Woods,  Inc.  assisted in the sale of the common stock of
Jefferson Bancshares.