As filed with the Securities and Exchange Commission on July 12, 1996
                                              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 1996 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        Proposed
      Title                           maximum         maximum         Amount of
  of securities      Amount to be  offering price     aggregate     registration
 to be registered    registered(1)   per share(2)  offering price(2)    fee(2)
- --------------------------------------------------------------------------------
Class A Common Stock, 
     par value 
  $.01 per share      1,000,000       $13.875        $13,875,000      $4,784.48
================================================================================

(1) Includes an additional 200,000 shares of Class A Common Stock issuable as a
    result of a five for four common stock split effected in the form of a 25%
    stock dividend which the Board of Directors approved on July 9, 1996.

(2) Estimated solely for purpose of calculating the registration fee pursuant
    to Rule 457(h) on the basis of the closing sale price of the Class A Common 
    Stock as quoted on the Nasdaq National Market System on July 9, 1996.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------





<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, 1995, filed with the Commission on
                           February 9, 1996.

                  (2)      The Company's  Quarterly  Report on Form 10-Q for the
                           quarter   ended  March  31,  1996,   filed  with  the
                           Commission on May 14, 1996.

                  (3)      The Company's  Current Report on Form 8-K dated April
                           9, 1996, filed with the Commission on May 14, 1996.

                  (4)      The  description  of the  Company's  Class  A  Common
                           Stock,  $.01 par value per  share,  contained  in the
                           Company's  Registration  Statement on Form S-2, filed
                           with the Commission on February 9, 1996.

         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

                  Certain  legal  matters  with  respect to the  legality of the
issuance of the  Company's  Class A Common Stock  offered  hereby will be passed
upon for the Company by Stearns  Weaver  Miller  Weissler  Alhadeff & Sitterson,
P.A.

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.



<PAGE>



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            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.


                                       -3-

<PAGE>



                           (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,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a 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.



                                       -4-

<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 9th day of
July, 1996.

                                       BANKATLANTIC BANCORP, INC.



                                       By:    /s/ Alan B. Levan
                                              Alan B. Levan,
                                              Chairman of the Board of Directors
                                              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,            July 9, 1996
ALAN B. LEVAN                   Chief Executive Officer


/s/ Jasper R. Eanes             Executive Vice President,         July 9, 1996
JASPER R. EANES                 Chief Financial Officer


/s/ John E. Abdo                Vice-Chairman of the Board        July 9, 1996
JOHN E. ABDO                                      

/s/ John P. O'Neill             President and Director            July 9, 1996
JOHN P. O'NEILL




<PAGE>


   SIGNATURE                              TITLE                       DATE


/s/ Frank V. Grieco             Senior Executive Vice             July 9, 1996
FRANK V. GRIECO                 President and Director


/s/ Steven M. Coldren           Director                          July 9, 1996
STEVEN M. COLDREN


/s/ Mary E. Ginestra            Director                          July 9, 1996
MARY E. GINESTRA


                                
Bruno Di Giulian                Director


/s/ Charlie C. Winningham, II   Director                          July 9, 1996
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": "BANKATLANTIC BANCORP 1996 STOCK OPTION PLAN", "secsgml_size_bytes": 16249}]
{"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": "333-08025", "film-number": "96593975"}, "business-address": {"street1": "1750 E SUNRISE BLVD", "city": "FORT LAUDERDALE", "state": "FL", "zip": "33304", "phone": "9547605000"}}
As filed with the Securities and Exchange Commission on July 12, 1996
                                              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 1996 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        Proposed
      Title                           maximum         maximum         Amount of
  of securities      Amount to be  offering price     aggregate     registration
 to be registered    registered(1)   per share(2)  offering price(2)    fee(2)
- --------------------------------------------------------------------------------
Class A Common Stock, 
     par value 
  $.01 per share      1,000,000       $13.875        $13,875,000      $4,784.48
================================================================================

(1) Includes an additional 200,000 shares of Class A Common Stock issuable as a
    result of a five for four common stock split effected in the form of a 25%
    stock dividend which the Board of Directors approved on July 9, 1996.

(2) Estimated solely for purpose of calculating the registration fee pursuant
    to Rule 457(h) on the basis of the closing sale price of the Class A Common 
    Stock as quoted on the Nasdaq National Market System on July 9, 1996.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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, 1995, filed with the Commission on
                           February 9, 1996.

                  (2)      The Company's  Quarterly  Report on Form 10-Q for the
                           quarter   ended  March  31,  1996,   filed  with  the
                           Commission on May 14, 1996.

                  (3)      The Company's  Current Report on Form 8-K dated April
                           9, 1996, filed with the Commission on May 14, 1996.

                  (4)      The  description  of the  Company's  Class  A  Common
                           Stock,  $.01 par value per  share,  contained  in the
                           Company's  Registration  Statement on Form S-2, filed
                           with the Commission on February 9, 1996.

         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

                  Certain  legal  matters  with  respect to the  legality of the
issuance of the  Company's  Class A Common Stock  offered  hereby will be passed
upon for the Company by Stearns  Weaver  Miller  Weissler  Alhadeff & Sitterson,
P.A.

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            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.

                                       -3-
(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,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a 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.

                                       -4-
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 9th day of
July, 1996.

                                       BANKATLANTIC BANCORP, INC.

                                       By:    /s/ Alan B. Levan
                                              Alan B. Levan,
                                              Chairman of the Board of Directors
                                              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,            July 9, 1996
ALAN B. LEVAN                   Chief Executive Officer

/s/ Jasper R. Eanes             Executive Vice President,         July 9, 1996
JASPER R. EANES                 Chief Financial Officer

/s/ John E. Abdo                Vice-Chairman of the Board        July 9, 1996
JOHN E. ABDO                                      

/s/ John P. O'Neill             President and Director            July 9, 1996
JOHN P. O'NEILL
SIGNATURE                              TITLE                       DATE

/s/ Frank V. Grieco             Senior Executive Vice             July 9, 1996
FRANK V. GRIECO                 President and Director

/s/ Steven M. Coldren           Director                          July 9, 1996
STEVEN M. COLDREN

/s/ Mary E. Ginestra            Director                          July 9, 1996
MARY E. GINESTRA

                                
Bruno Di Giulian                Director

/s/ Charlie C. Winningham, II   Director                          July 9, 1996
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