SECURITIES AND EXCHANGE COMMISSION 
  
                           Washington, D.C. 20549 
  
  
                                  FORM 8-K 
  
                               CURRENT REPORT 
  
   PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
  
       Date of Report (Date of earliest event reported)  May 27, 1998
   
  
  
                       FIRST PALM BEACH BANCORP, INC. 
         ------------------------------------------------------
         (Exact name of registrant as specified in its charter) 
  
  
         Delaware              0-21942                65-0418027
      ----------------------------------------------------------------
      (State or other         (Commission            (IRS Employer 
      jurisdiction of         File Number)         Identification No.)
      incorporation)
                                     
  
      450 South Australian Avenue 
      West Palm Beach, Florida                                 33402
      ----------------------------------------------------------------
      (Address of principal executive offices)              (Zip Code)
  
  
                              (561) 655-8511
            ----------------------------------------------------
            (Registrant's telephone number, including area code) 
  
  
                              Not Applicable
       -------------------------------------------------------------
       (Former name or former address, if changed since last report)
                                           



  
 ITEM 5.  OTHER EVENTS. 
  
           On May 27, 1998, First Palm Beach Bancorp, Inc., a Delaware
 corporation ("First Palm"), entered into an Agreement and Plan of Merger
 (the "Merger Agreement") with Republic Security Financial Corporation, a
 Florida corporation ("Republic"), pursuant to which First Palm will be
 merged with and into Republic (the "Merger").  The Merger is intended to
 constitute a tax-free reorganization and to be accounted for as a pooling-
 of-interests.  The Merger Agreement is filed herewith as Exhibit 2.1 and is
 incorporated by reference herein. 
  
           In accordance with the terms of the Merger Agreement, each share
 of First Palm common stock, par value $.01 per share ("First Palm Common
 Stock"), outstanding immediately prior to the effective time of the Merger,
 together with the rights attached thereto (the "Rights") issued pursuant to
 the Rights Agreement, dated as of January 23, 1995 (the "Rights Agreement")
 between First Palm and Mellon Bank, N.A., as rights agent, will (subject to
 certain exceptions) be converted into the right to receive 4.194 shares
 (the "Exchange Ratio") of Republic common stock, par value $.01 per share,
 together with the number of Republic rights associated therewith (with cash
 being paid in lieu of fractional share interests).  The Exchange Ratio is
 subject to adjustment in certain circumstances. 
  
           Consummation of the Merger is subject to various conditions,
 including the approval of the stockholders of First Palm and Republic and
 the receipt of all requisite regulatory approvals. 
  
           In connection with the Merger Agreement, First Palm and Republic
 entered into a Stock Option Agreement dated May 27, 1998 (the "Option
 Agreement"), pursuant to which First Palm granted Republic an option to
 purchase, under certain circumstances, up to 1,009,725 shares of First Palm
 Common Stock at a price, subject to certain adjustments, of $40.50 per
 share (the "Option").  The Option will become exercisable only upon the
 occurrence of certain events, none of which has occurred as of the date
 hereof.  The Option was granted by First Palm as a condition to Republic's
 entering into the Merger Agreement.  The Option Agreement is filed herewith
 as Exhibit 99.3 and is incorporated by reference herein. 
  
           The joint press release issued by First Palm and Republic with
 respect to the Merger is filed herewith as Exhibit 99.1.   
  
           In connection with the execution of the Merger Agreement and the
 Option Agreement, First Palm amended the Rights Agreement to provide that
 the Rights will not become distributable or exercisable as a result of the
 execution of the Merger Agreement and the Option Agreement or the
 consummation of the transactions contemplated thereby. 
  
           Amendment No. 1 to the Rights Agreement is filed herewith as
 Exhibit 99.2 and is incorporated by reference herein. 
  
  
 ITEM 7.  FINANCIAL STATEMENT AND EXHIBITS. 
  
 (c)  Exhibits 
  
           2.1       Agreement and Plan of Merger by and between Republic
                     Security Financial Corporation and First Palm Beach
                     Bancorp, Inc. dated as of May 27, 1998. 
  
           99.1      Press Release issued by Republic Security Financial
                     Corporation and First Palm Beach Bancorp, Inc. on May
                     28, 1998. 
  

           99.2      Amendment No. 1, dated as of May 27, 1998, to the
                     Rights Agreement, dated as of January 23, 1995, between
                     First Palm Beach Bancorp, Inc. and Mellon Bank, N.A.,
                     as rights agent. 
  
           99.3      Stock Option Agreement, dated May 27, 1998, between
                     Republic Security Financial Corporation and First Palm
                     Beach Bancorp, Inc.   

  
  
                                 SIGNATURE 
  
  
           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 hereunder duly authorized. 
  
 Dated: June 8, 1998 
  
  
                               FIRST PALM BEACH BANCORP, INC. 
  
  
                               By: /s/ Louis O. Davis, Jr.
                                  -----------------------------
                                  Name:  Louis O. Davis, Jr.
                                  Title: President and CEO 
  
  

  
  
                               EXHIBIT INDEX 
  
 Exhibit 
 Number              Description 
 -------             -----------
   2.1               Agreement and Plan of Merger by and between Republic
                     Security Financial Corporation and First Palm Beach
                     Bancorp, Inc., dated as of May 27, 1998. 
  
   99.1              Press Release issued by Republic Security Financial
                     Corporation and First Palm Beach Bancorp, Inc. on May
                     28, 1998. 
  
   99.2              Amendment No. 1, dated as of May 27, 1998, to the
                     Rights Agreement, dated as of January 23, 1995, between
                     First Palm Beach Bancorp, Inc. and Mellon Bank, N.A.,
                     as rights agent. 
  
   99.3              Stock Option Agreement, dated May 27, 1998, between
                     Republic Security Financial Corporation and First Palm
                     Beach Bancorp, Inc.
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SECURITIES AND EXCHANGE COMMISSION 
  
                           Washington, D.C. 20549 
  
  
                                  FORM 8-K 
  
                               CURRENT REPORT 
  
   PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
  
       Date of Report (Date of earliest event reported)  May 27, 1998
   
  
  
                       FIRST PALM BEACH BANCORP, INC. 
         ------------------------------------------------------
         (Exact name of registrant as specified in its charter) 
  
  
         Delaware              0-21942                65-0418027
      ----------------------------------------------------------------
      (State or other         (Commission            (IRS Employer 
      jurisdiction of         File Number)         Identification No.)
      incorporation)
                                     
  
      450 South Australian Avenue 
      West Palm Beach, Florida                                 33402
      ----------------------------------------------------------------
      (Address of principal executive offices)              (Zip Code)
  
  
                              (561) 655-8511
            ----------------------------------------------------
            (Registrant's telephone number, including area code) 
  
  
                              Not Applicable
       -------------------------------------------------------------
       (Former name or former address, if changed since last report)
                                           

  
 ITEM 5.  OTHER EVENTS. 
  
           On May 27, 1998, First Palm Beach Bancorp, Inc., a Delaware
 corporation ("First Palm"), entered into an Agreement and Plan of Merger
 (the "Merger Agreement") with Republic Security Financial Corporation, a
 Florida corporation ("Republic"), pursuant to which First Palm will be
 merged with and into Republic (the "Merger").  The Merger is intended to
 constitute a tax-free reorganization and to be accounted for as a pooling-
 of-interests.  The Merger Agreement is filed herewith as Exhibit 2.1 and is
 incorporated by reference herein. 
  
           In accordance with the terms of the Merger Agreement, each share
 of First Palm common stock, par value $.01 per share ("First Palm Common
 Stock"), outstanding immediately prior to the effective time of the Merger,
 together with the rights attached thereto (the "Rights") issued pursuant to
 the Rights Agreement, dated as of January 23, 1995 (the "Rights Agreement")
 between First Palm and Mellon Bank, N.A., as rights agent, will (subject to
 certain exceptions) be converted into the right to receive 4.194 shares
 (the "Exchange Ratio") of Republic common stock, par value $.01 per share,
 together with the number of Republic rights associated therewith (with cash
 being paid in lieu of fractional share interests).  The Exchange Ratio is
 subject to adjustment in certain circumstances. 
  
           Consummation of the Merger is subject to various conditions,
 including the approval of the stockholders of First Palm and Republic and
 the receipt of all requisite regulatory approvals. 
  
           In connection with the Merger Agreement, First Palm and Republic
 entered into a Stock Option Agreement dated May 27, 1998 (the "Option
 Agreement"), pursuant to which First Palm granted Republic an option to
 purchase, under certain circumstances, up to 1,009,725 shares of First Palm
 Common Stock at a price, subject to certain adjustments, of $40.50 per
 share (the "Option").  The Option will become exercisable only upon the
 occurrence of certain events, none of which has occurred as of the date
 hereof.  The Option was granted by First Palm as a condition to Republic's
 entering into the Merger Agreement.  The Option Agreement is filed herewith
 as Exhibit 99.3 and is incorporated by reference herein. 
  
           The joint press release issued by First Palm and Republic with
 respect to the Merger is filed herewith as Exhibit 99.1.   
  
           In connection with the execution of the Merger Agreement and the
 Option Agreement, First Palm amended the Rights Agreement to provide that
 the Rights will not become distributable or exercisable as a result of the
 execution of the Merger Agreement and the Option Agreement or the
 consummation of the transactions contemplated thereby. 
  
           Amendment No. 1 to the Rights Agreement is filed herewith as
 Exhibit 99.2 and is incorporated by reference herein. 
  
  
 ITEM 7.  FINANCIAL STATEMENT AND EXHIBITS. 
  
 (c)  Exhibits 
  
           2.1       Agreement and Plan of Merger by and between Republic
                     Security Financial Corporation and First Palm Beach
                     Bancorp, Inc. dated as of May 27, 1998. 
  
           99.1      Press Release issued by Republic Security Financial
                     Corporation and First Palm Beach Bancorp, Inc. on May
                     28, 1998. 
  

           99.2      Amendment No. 1, dated as of May 27, 1998, to the
                     Rights Agreement, dated as of January 23, 1995, between
                     First Palm Beach Bancorp, Inc. and Mellon Bank, N.A.,
                     as rights agent. 
  
           99.3      Stock Option Agreement, dated May 27, 1998, between
                     Republic Security Financial Corporation and First Palm
                     Beach Bancorp, Inc.   

  
  
                                 SIGNATURE 
  
  
           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 hereunder duly authorized. 
  
 Dated: June 8, 1998 
  
  
                               FIRST PALM BEACH BANCORP, INC. 
  
  
                               By: /s/ Louis O. Davis, Jr.
                                  -----------------------------
                                  Name:  Louis O. Davis, Jr.
                                  Title: President and CEO 
  
  

  
  
                               EXHIBIT INDEX 
  
 Exhibit 
 Number              Description 
 -------             -----------
   2.1               Agreement and Plan of Merger by and between Republic
                     Security Financial Corporation and First Palm Beach
                     Bancorp, Inc., dated as of May 27, 1998. 
  
   99.1              Press Release issued by Republic Security Financial
                     Corporation and First Palm Beach Bancorp, Inc. on May
                     28, 1998. 
  
   99.2              Amendment No. 1, dated as of May 27, 1998, to the
                     Rights Agreement, dated as of January 23, 1995, between
                     First Palm Beach Bancorp, Inc. and Mellon Bank, N.A.,
                     as rights agent. 
  
   99.3              Stock Option Agreement, dated May 27, 1998, between
                     Republic Security Financial Corporation and First Palm
                     Beach Bancorp, Inc.