As filed with the Securities and Exchange Commission on June 15, 1998
                          Registration No. 333-________
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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



                           BANKATLANTIC BANCORP, INC.
             (Exact name of registrant as specified in its charter)


                    FLORIDA                          65-0507804
                    -------                          ----------
        State or other jurisdiction of            (I.R.S. Employer
        incorporation or organization)            Identification No.)

                           1750 EAST SUNRISE BOULEVARD
                         FORT LAUDERDALE, FLORIDA 33304
          (Address of principal executive offices, including zip code)

                   BANKATLANTIC BANCORP 1998 STOCK OPTION PLAN
                            (Full title of the Plans)

                                  ALAN B. LEVAN
                           BANKATLANTIC BANCORP, INC.
                           1750 EAST SUNRISE BOULEVARD
                         FORT LAUDERDALE, FLORIDA 33304
                                 (954) 760-5000
                 (Name, address and telephone number, including
                        area code, of agent for service)

                                 With a Copy To:
                             ALISON W. MILLER, ESQ.
                         STEARNS WEAVER MILLER WEISSLER
                           ALHADEFF & SITTERSON, P.A.
                       150 WEST FLAGLER STREET, SUITE 2200
                              MIAMI, FLORIDA 33130
                                 (305) 789-3200


                         CALCULATION OF REGISTRATION FEE
<TABLE>
=========================================================================================================
                                                 Proposed maximum     Proposed maximum       Amount of
Title of securities           Amount to be        offering price         aggregate          registration
 to be registered             registered(1)        per share(2)       offering price(1)         fee
<CAPTION>
---------------------------------------------------------------------------------------------------------
<S>                           <C>                    <C>                 <C>                  <C> 
Class A Common Stock, par
  value $.01 per share        800,000 shares         $12.125             $9,700,000           $2,862.00
Class B Common Stock, par
  value $.01 per share        150,000 shares         $12.750             $1,912,500           $  565.00
=========================================================================================================
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of Class
     A Common Stock or Class B Common Stock which may become  issuable under the
     BankAtlantic  Bancorp  1998  Stock  Option  Plan  by  reason  of any  stock
     dividend,  stock split,  recapitalization  or any other similar transaction
     effected without receipt of  consideration  which results in an increase in
     the number of outstanding  shares of Class A Common Stock or Class B Common
     Stock, as applicable.

(2)  Estimated  solely for purposes of calculating the registration fee pursuant
     to Rule  457(h) on the basis of the  average  of the high and low prices on
     the New York Stock Exchange with respect to the Class A Common Stock and on
     the basis of the high and low prices on the  Nasdaq  National  Market  with
     respect to the Class B Common Stock,  in each case as of a date within five
     business days preceding the date of filing of this Registration Statement.

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



<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following documents filed by BankAtlantic Bancorp, Inc. (the "Company")
with the Securities and Exchange  Commission (the "Commission") are incorporated
herein by this reference:

                 (1) The Company's Annual Report on Form 10-K for the year ended
                     December 31, 1997.

                 (2) The Company's Quarterly Report on Form 10-Q for the quarter
                     ended March 31, 1998.

                 (3) The Company's  Current Reports on Form 8-K  filed  with the
                     Commission on February 13, 1998 and March 19, 1998.

                 (4) The  description  of the  Company's Class  A  Common Stock,
                     $.01 par value per share, and  the Company's Class B Common
                     Stock, $.01 par value per share, contained in the Company's
                     Registration  Statement on Form  S-3 (No. 333-38799), filed
                     with the Commission on October 27, 1997.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 and 15(d) of the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange  Act"),  prior  to the  filing  of a  post-effective  amendment  which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.


Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     Not applicable.

Item 6.  Indemnification of Directors and Officers

     Section 607.0850 Of The Florida  Business  Corporation Act And The Articles
Of Incorporation  And Bylaws Of The Company Provide For  Indemnification  Of The
Company's  Directors And Officers Against Claims,  Liabilities,  Amounts Paid In
Settlement  And  Expenses  In A Variety  Of  Circumstances,  Which  May  Include
Liabilities Under The Securities Act Of 1933, As Amended (The "Securities Act").
In Addition, The Company Carries Insurance Permitted By The Laws Of The State Of
Florida On Behalf Of  Directors,  Officers,  Employees Or Agents Which May Cover
Liabilities Under The Securities Act.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits

   4.1   Amended  and  Restated   Articles  of   Incorporation  of  the  Company
         (incorporated by reference to Exhibit 3.1 to the Company's Registration
         Statement  on  Form  S-3,  filed  on  June 5,  1996  (Registration  No.
         333-05287)).

   4.2   Amendment to Articles of  Incorporation  (incorporated  by reference to
         Exhibit 3.2 to the  Company's  Annual  Report on Form 10-K for the year
         ended December 31, 1997, filed on March 13, 1998).

   4.3   Bylaws of the Company  (incorporated by reference to Exhibit 3.2 to the
         Company's  Registration  Statement  on Form  S-4,  filed on May 5, 1994
         (Registration No. 33-77708)).

<PAGE>


   5     Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.

  23.1   Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.

  23.2.  Consent of KPMG Peat Marwick LLP.

  25.1   Powers of  Attorney  (included  as part of the  Signature  Page of this
         Registration Statement).

Item 9.  Undertakings

         (a)   The undersigned registrant hereby undertakes:

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

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

                     (ii)   To  reflect in  the  prospectus any facts or  events
                            arising after the effective date of the Registration
                            Statement   (or  the   most   recent  post-effective
                            amendment thereof)  which, individually  or  in  the
                            aggregate,  represent a  fundamental  change in  the
                            information set forth in the Registration Statement;

                     (iii)  To include any material  information with   respect
                            to the plan of distribution not previously disclosed
                            in the Registration Statement or any material change
                            to  such information in  the Registration Statement;

               PROVIDED,  HOWEVER,  that  paragraphs (a)(1)(i) and (a)(1)(ii) do
               not apply if the information  required to  be included in a post-
               effective amendment  by those paragraphs is contained in periodic
               reports filed by the registrant pursuant to Section 13 or Section
               15(d) of the  Exchange  Act that  are  incorporated  by reference
               in the Registration Statement.

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

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

         (b)   The undersigned registrant hereby  undertakes  that, for purposes
               of  determining  any  liability  under the  Securities  Act, each
               filing  of  the  registrant's annual  report  pursuant to Section
               13(a) or Section 15(d)of the Exchange Act (and, where applicable,
               each filing of an employee  benefit plan's annual report pursuant
               to  Section 15(d) of the  Exchange Act) that  is incorporated  by
               reference in  the Registration  Statement shall be deemed to be a
               new  Registration   Statement relating  to the securities offered
               therein, and  the offering of such  securities at that time shall
               be deemed to be the initial bona fide offering thereof.

         (c)   Insofar  as indemnification  for  liabilities arising  under  the
               Securities  Act  may  be  permitted  to  directors,  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 Commission such indemnification  is against
               public  policy  as expressed in the Securities Act and is, there-
               fore, unenforceable.  In  the  event  that a claim for indemnifi-
               cation against such  liabilities  (other than the payment by  the
               registrant of expenses incurred or paid by a director, officer or
               controlling person of the registrant in the successful defense of
               any  action, suit or proceeding) is  asserted  by  such director,
               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 Securities Act and will be governed by the final
               adjudication of such issue.


<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Fort Lauderdale, State of Florida, on the 12th day of
June, 1998.

                                     BANKATLANTIC BANCORP, INC.


                                     By:   /s/ Alan B. Levan
                                           -----------------
                                           Alan B. Levan,
                                           Chairman of the Board of Directors,
                                           President and Chief Executive Officer
 

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   constitutes   and   appoints   Alan  B.  Levan,   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
and all amendments,  including post-effective  amendments,  to this Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all  that  said  attorney-in-fact  and  agent or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

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


SIGNATURE                                TITLE                       DATE
---------                                -----                       ----

/s/ Alan B. Levan                 Chairman of the Board,         June 12, 1998
-----------------                 President and Chief
Alan B. Levan                     Executive Officer


/s/ Jasper R. Eanes               Executive Vice President,      June 12, 1998
-------------------               Chief Financial Officer
Jasper R. Eanes                                     


/s/ John E. Abdo                  Vice-Chairman                  June 12, 1998
----------------                  of the Board
John E. Abdo    


/s/ Steven M. Coldren             Director                       June 12, 1998
---------------------        
Steven M. Coldren


/s/ Mary E. Ginestra              Director                       June 12, 1998
--------------------           
Mary E. Ginestra


/s/ Bruno Di Giulian              Director                       June 12, 1998
--------------------          
Bruno Di Giulian


/s/ Charlie C. Winningham, II     Director                       June 12, 1998
-----------------------------
Charlie C. Winningham, II


<PAGE>


                                INDEX TO EXHIBITS







Exhibit No.                    Description
-----------                    -----------

5                              Opinion of Stearns Weaver Miller
                               Weissler Alhadeff & Sitterson, P.A.

23.1                           Consent of Stearns Weaver Miller
                               Weissler Alhadeff & Sitterson, P.A.

23.2                           Consent of KPMG Peat Marwick LLP
[{"type": "S-8", "sequence": "1", "description": "S-8 STOCK OPTION PLAN", "secsgml_size_bytes": 16066}]
{"company-data": {"conformed-name": "BANKATLANTIC BANCORP INC", "cik": "0000921768", "assigned-sic": "6035", "irs-number": "650507804", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56823", "film-number": "98648037"}, "business-address": {"street1": "1750 E SUNRISE BLVD", "city": "FORT LAUDERDALE", "state": "FL", "zip": "33304", "phone": "9547605000"}, "mail-address": {"street1": "1750 EAST SUNRISE BOULEVARD", "city": "FORT LAUDERVALE", "state": "FL", "zip": "33304"}}
As filed with the Securities and Exchange Commission on June 15, 1998
                          Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                           BANKATLANTIC BANCORP, INC.
             (Exact name of registrant as specified in its charter)

                    FLORIDA                          65-0507804
                    -------                          ----------
        State or other jurisdiction of            (I.R.S. Employer
        incorporation or organization)            Identification No.)

                           1750 EAST SUNRISE BOULEVARD
                         FORT LAUDERDALE, FLORIDA 33304
          (Address of principal executive offices, including zip code)

                   BANKATLANTIC BANCORP 1998 STOCK OPTION PLAN
                            (Full title of the Plans)

                                  ALAN B. LEVAN
                           BANKATLANTIC BANCORP, INC.
                           1750 EAST SUNRISE BOULEVARD
                         FORT LAUDERDALE, FLORIDA 33304
                                 (954) 760-5000
                 (Name, address and telephone number, including
                        area code, of agent for service)

                                 With a Copy To:
                             ALISON W. MILLER, ESQ.
                         STEARNS WEAVER MILLER WEISSLER
                           ALHADEFF & SITTERSON, P.A.
                       150 WEST FLAGLER STREET, SUITE 2200
                              MIAMI, FLORIDA 33130
                                 (305) 789-3200

                         CALCULATION OF REGISTRATION FEE

=========================================================================================================
                                                 Proposed maximum     Proposed maximum       Amount of
Title of securities           Amount to be        offering price         aggregate          registration
 to be registered             registered(1)        per share(2)       offering price(1)         fee
---------------------------------------------------------------------------------------------------------
Class A Common Stock, par
  value $.01 per share        800,000 shares         $12.125             $9,700,000           $2,862.00
Class B Common Stock, par
  value $.01 per share        150,000 shares         $12.750             $1,912,500           $  565.00
=========================================================================================================
(1)  This Registration Statement shall also cover any additional shares of Class
     A Common Stock or Class B Common Stock which may become  issuable under the
     BankAtlantic  Bancorp  1998  Stock  Option  Plan  by  reason  of any  stock
     dividend,  stock split,  recapitalization  or any other similar transaction
     effected without receipt of  consideration  which results in an increase in
     the number of outstanding  shares of Class A Common Stock or Class B Common
     Stock, as applicable.

(2)  Estimated  solely for purposes of calculating the registration fee pursuant
     to Rule  457(h) on the basis of the  average  of the high and low prices on
     the New York Stock Exchange with respect to the Class A Common Stock and on
     the basis of the high and low prices on the  Nasdaq  National  Market  with
     respect to the Class B Common Stock,  in each case as of a date within five
     business days preceding the date of filing of this Registration Statement.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following documents filed by BankAtlantic Bancorp, Inc. (the "Company")
with the Securities and Exchange  Commission (the "Commission") are incorporated
herein by this reference:

                 (1) The Company's Annual Report on Form 10-K for the year ended
                     December 31, 1997.

                 (2) The Company's Quarterly Report on Form 10-Q for the quarter
                     ended March 31, 1998.

                 (3) The Company's  Current Reports on Form 8-K  filed  with the
                     Commission on February 13, 1998 and March 19, 1998.

                 (4) The  description  of the  Company's Class  A  Common Stock,
                     $.01 par value per share, and  the Company's Class B Common
                     Stock, $.01 par value per share, contained in the Company's
                     Registration  Statement on Form  S-3 (No. 333-38799), filed
                     with the Commission on October 27, 1997.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 and 15(d) of the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange  Act"),  prior  to the  filing  of a  post-effective  amendment  which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     Not applicable.

Item 6.  Indemnification of Directors and Officers

     Section 607.0850 Of The Florida  Business  Corporation Act And The Articles
Of Incorporation  And Bylaws Of The Company Provide For  Indemnification  Of The
Company's  Directors And Officers Against Claims,  Liabilities,  Amounts Paid In
Settlement  And  Expenses  In A Variety  Of  Circumstances,  Which  May  Include
Liabilities Under The Securities Act Of 1933, As Amended (The "Securities Act").
In Addition, The Company Carries Insurance Permitted By The Laws Of The State Of
Florida On Behalf Of  Directors,  Officers,  Employees Or Agents Which May Cover
Liabilities Under The Securities Act.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits

   4.1   Amended  and  Restated   Articles  of   Incorporation  of  the  Company
         (incorporated by reference to Exhibit 3.1 to the Company's Registration
         Statement  on  Form  S-3,  filed  on  June 5,  1996  (Registration  No.
         333-05287)).

   4.2   Amendment to Articles of  Incorporation  (incorporated  by reference to
         Exhibit 3.2 to the  Company's  Annual  Report on Form 10-K for the year
         ended December 31, 1997, filed on March 13, 1998).

   4.3   Bylaws of the Company  (incorporated by reference to Exhibit 3.2 to the
         Company's  Registration  Statement  on Form  S-4,  filed on May 5, 1994
         (Registration No. 33-77708)).
5     Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.

  23.1   Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.

  23.2.  Consent of KPMG Peat Marwick LLP.

  25.1   Powers of  Attorney  (included  as part of the  Signature  Page of this
         Registration Statement).

Item 9.  Undertakings

         (a)   The undersigned registrant hereby undertakes:

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

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

                     (ii)   To  reflect in  the  prospectus any facts or  events
                            arising after the effective date of the Registration
                            Statement   (or  the   most   recent  post-effective
                            amendment thereof)  which, individually  or  in  the
                            aggregate,  represent a  fundamental  change in  the
                            information set forth in the Registration Statement;

                     (iii)  To include any material  information with   respect
                            to the plan of distribution not previously disclosed
                            in the Registration Statement or any material change
                            to  such information in  the Registration Statement;

               PROVIDED,  HOWEVER,  that  paragraphs (a)(1)(i) and (a)(1)(ii) do
               not apply if the information  required to  be included in a post-
               effective amendment  by those paragraphs is contained in periodic
               reports filed by the registrant pursuant to Section 13 or Section
               15(d) of the  Exchange  Act that  are  incorporated  by reference
               in the Registration Statement.

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

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

         (b)   The undersigned registrant hereby  undertakes  that, for purposes
               of  determining  any  liability  under the  Securities  Act, each
               filing  of  the  registrant's annual  report  pursuant to Section
               13(a) or Section 15(d)of the Exchange Act (and, where applicable,
               each filing of an employee  benefit plan's annual report pursuant
               to  Section 15(d) of the  Exchange Act) that  is incorporated  by
               reference in  the Registration  Statement shall be deemed to be a
               new  Registration   Statement relating  to the securities offered
               therein, and  the offering of such  securities at that time shall
               be deemed to be the initial bona fide offering thereof.

         (c)   Insofar  as indemnification  for  liabilities arising  under  the
               Securities  Act  may  be  permitted  to  directors,  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 Commission such indemnification  is against
               public  policy  as expressed in the Securities Act and is, there-
               fore, unenforceable.  In  the  event  that a claim for indemnifi-
               cation against such  liabilities  (other than the payment by  the
               registrant of expenses incurred or paid by a director, officer or
               controlling person of the registrant in the successful defense of
               any  action, suit or proceeding) is  asserted  by  such director,
               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 Securities Act and will be governed by the final
               adjudication of such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Fort Lauderdale, State of Florida, on the 12th day of
June, 1998.

                                     BANKATLANTIC BANCORP, INC.

                                     By:   /s/ Alan B. Levan
                                           -----------------
                                           Alan B. Levan,
                                           Chairman of the Board of Directors,
                                           President and Chief Executive Officer
 

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   constitutes   and   appoints   Alan  B.  Levan,   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
and all amendments,  including post-effective  amendments,  to this Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all  that  said  attorney-in-fact  and  agent or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

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

SIGNATURE                                TITLE                       DATE
---------                                -----                       ----

/s/ Alan B. Levan                 Chairman of the Board,         June 12, 1998
-----------------                 President and Chief
Alan B. Levan                     Executive Officer

/s/ Jasper R. Eanes               Executive Vice President,      June 12, 1998
-------------------               Chief Financial Officer
Jasper R. Eanes                                     

/s/ John E. Abdo                  Vice-Chairman                  June 12, 1998
----------------                  of the Board
John E. Abdo    

/s/ Steven M. Coldren             Director                       June 12, 1998
---------------------        
Steven M. Coldren

/s/ Mary E. Ginestra              Director                       June 12, 1998
--------------------           
Mary E. Ginestra

/s/ Bruno Di Giulian              Director                       June 12, 1998
--------------------          
Bruno Di Giulian

/s/ Charlie C. Winningham, II     Director                       June 12, 1998
-----------------------------
Charlie C. Winningham, II
INDEX TO EXHIBITS

Exhibit No.                    Description
-----------                    -----------

5                              Opinion of Stearns Weaver Miller
                               Weissler Alhadeff & Sitterson, P.A.

23.1                           Consent of Stearns Weaver Miller
                               Weissler Alhadeff & Sitterson, P.A.

23.2                           Consent of KPMG Peat Marwick LLP