<PAGE>
================================================================================
    As filed with the Securities and Exchange Commission on February 26, 1999
                          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)             (zip code)
                                  

            BANKATLANTIC BANCORP 1999 NON-QUALIFIED STOCK OPTION PLAN
            ---------------------------------------------------------
                            (Full title of the Plan)

                                  Alan B. Levan
                           BankAtlantic Bancorp, Inc.
                           1750 East Sunrise Boulevard
                         Fort Lauderdale, Florida 33304
                         ------------------------------
                     (Name and address of agent for service)

                                 (954) 760-5000
                                 --------------
                     (Telephone number, including area code,
                              of agent for service)

                                 With a Copy To:
                             Alison W. Miller, Esq.
                             Michael I. Keyes, Esq.
                         Stearns Weaver Miller Weissler
                           Alhadeff & Sitterson, P.A.
                       150 West Flagler Street, Suite 2200
                              Miami, Florida 33130
                                 (305) 789-3500
<TABLE>
                         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(2)      fee(2)
<CAPTION>
------------------------------------------------------------------------------------------------
<S>                           <C>               <C>                 <C>               <C>
Class A Common Stock, par    
value $.01 per share          750,000           $7 7/16          $5,578,125.00       $1,550.72
================================================================================================
</TABLE>
(1)  This Registration Statement shall also cover any additional shares of Class
     A Common Stock which may become  issuable  under the  BankAtlantic  Bancorp
     1999 Non-Qualified 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.
(2)  Estimated solely for purpose of calculating the  registration fee  pursuant
     to Rule  457(h) on the basis of the  average  of the high and low prices of
     the Class A Common Stock on the New York Stock Exchange 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,  filed  with the  Commission  on March  13,  1998.  

     (2)  The  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
          March 31, 1998, filed with the Commission on May 15, 1998. 

     (3)  The Company's Quarterly Report on Form 10-Q for the quarter ended June
          30,  1998,  filed  with the  Commission  on August 14,  1998.  

     (4)  The  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
          September 30, 1998, filed with the Commission on November 16, 1998.

     (5)  The Company's Current Report on Form 8-K, filed with the Commission on
          March 19, 1998.

     (6)  The description of the Company's Class A Common Stock,  $.01 par value
          per share,  contained in the Company's  Registration Statement on Form
          8-A, filed with the Commission on June 25, 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.the Securities Act.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

             Not applicable.

<PAGE>

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  Articles   of   Amendment   to  Amended  and   Restated   Articles  of
          Incorporation of the Registrant  (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.
          (included as part of Exhibit 5 above).

    23.2  Consent of KPMG 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.

<PAGE>

          (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.


<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 26th day of
February, 1999.

                                     BANKATLANTIC BANCORP, INC.


                                By:  /s/Alan B. Levan
                                     --------------------------------
                                     Alan B. Levan
                                     Chairman of the Board, 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,    February 26, 1999
----------------------------      President and Chief
Alan B. Levan                     Executive Officer


/s/ Frank V. Grieco               Senior Executive          February 26, 1999
----------------------------      Vice President and
Frank V. Grieco                   Chief Accounting Officer


/s/ John E. Abdo                  Vice-Chairman of the      February 26, 1999
----------------------------      Board
John E. Abdo              


                                  Director                  February 26, 1999
----------------------------
Steven M. Coldren


/s/ Mary E. Ginestra              Director                  February 26, 1999
----------------------------
Mary E. Ginestra


/s/ Bruno DiGiulian               Director                  February 26, 1999
----------------------------
Bruno Di Giulian


/s/ Charlie C. Winningham,II      Director                  February 26, 1999
----------------------------
Charlie C. Winningham, II

/s/ Ben A. Plotkin                Director                  February 26, 1999
----------------------------
Ben A. Plotkin
[{"type": "S-8", "sequence": "1", "description": "NON-QUALIFIED STOCK OPTION PLAN", "secsgml_size_bytes": 16136}]
{"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": "333-73047", "film-number": "99552541"}, "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 February 26, 1999
                          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)             (zip code)
                                  

            BANKATLANTIC BANCORP 1999 NON-QUALIFIED STOCK OPTION PLAN
            ---------------------------------------------------------
                            (Full title of the Plan)

                                  Alan B. Levan
                           BankAtlantic Bancorp, Inc.
                           1750 East Sunrise Boulevard
                         Fort Lauderdale, Florida 33304
                         ------------------------------
                     (Name and address of agent for service)

                                 (954) 760-5000
                                 --------------
                     (Telephone number, including area code,
                              of agent for service)

                                 With a Copy To:
                             Alison W. Miller, Esq.
                             Michael I. Keyes, Esq.
                         Stearns Weaver Miller Weissler
                           Alhadeff & Sitterson, P.A.
                       150 West Flagler Street, Suite 2200
                              Miami, Florida 33130
                                 (305) 789-3500

                         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(2)      fee(2)
------------------------------------------------------------------------------------------------
Class A Common Stock, par    
value $.01 per share          750,000           $7 7/16          $5,578,125.00       $1,550.72
================================================================================================
(1)  This Registration Statement shall also cover any additional shares of Class
     A Common Stock which may become  issuable  under the  BankAtlantic  Bancorp
     1999 Non-Qualified 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.
(2)  Estimated solely for purpose of calculating the  registration fee  pursuant
     to Rule  457(h) on the basis of the  average  of the high and low prices of
     the Class A Common Stock on the New York Stock Exchange 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,  filed  with the  Commission  on March  13,  1998.  

     (2)  The  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
          March 31, 1998, filed with the Commission on May 15, 1998. 

     (3)  The Company's Quarterly Report on Form 10-Q for the quarter ended June
          30,  1998,  filed  with the  Commission  on August 14,  1998.  

     (4)  The  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
          September 30, 1998, filed with the Commission on November 16, 1998.

     (5)  The Company's Current Report on Form 8-K, filed with the Commission on
          March 19, 1998.

     (6)  The description of the Company's Class A Common Stock,  $.01 par value
          per share,  contained in the Company's  Registration Statement on Form
          8-A, filed with the Commission on June 25, 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.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  Articles   of   Amendment   to  Amended  and   Restated   Articles  of
          Incorporation of the Registrant  (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.
          (included as part of Exhibit 5 above).

    23.2  Consent of KPMG 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,
               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.
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 26th day of
February, 1999.

                                     BANKATLANTIC BANCORP, INC.

                                By:  /s/Alan B. Levan
                                     --------------------------------
                                     Alan B. Levan
                                     Chairman of the Board, 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,    February 26, 1999
----------------------------      President and Chief
Alan B. Levan                     Executive Officer

/s/ Frank V. Grieco               Senior Executive          February 26, 1999
----------------------------      Vice President and
Frank V. Grieco                   Chief Accounting Officer

/s/ John E. Abdo                  Vice-Chairman of the      February 26, 1999
----------------------------      Board
John E. Abdo              

                                  Director                  February 26, 1999
----------------------------
Steven M. Coldren

/s/ Mary E. Ginestra              Director                  February 26, 1999
----------------------------
Mary E. Ginestra

/s/ Bruno DiGiulian               Director                  February 26, 1999
----------------------------
Bruno Di Giulian

/s/ Charlie C. Winningham,II      Director                  February 26, 1999
----------------------------
Charlie C. Winningham, II

/s/ Ben A. Plotkin                Director                  February 26, 1999
----------------------------
Ben A. Plotkin