As filed with the Securities and Exchange Commission on June 26, 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)            (zip code)

                           Restricted Stock Award 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.
                         Stearns Weaver Miller Weissler
                           Alhadeff & Sitterson, P.A.
                       150 West Flagler Street, Suite 2200
                              Miami, Florida 33130
                                 (305) 789-3200

<TABLE>
                         Calculation of Registration Fee
=============================================================================================================
 
                                                      Proposed            Proposed
                                                       maximum             maximum            Amount of
   Title of securities         Amount to be        offering price         aggregate         registration
    to be registered             registered          per share(1)     offering price(1)        fee(1)
<CAPTION>
-------------------------------------------------------------------------------------------------------------
<S>                              <C>                  <C>                <C>                 <C>    
Class A Common Stock, par
  value $.01 per share           683,936              $11.781            $8,057,450          $2,377.00                            
=============================================================================================================
</TABLE>
(1)  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  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,   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.

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).

<PAGE>


         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.

<PAGE>

          (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
June, 1998.

                                  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,       June 26, 1998
----------------------------      President and Chief 
Alan B. Levan                     Executive Officer

/s/Jasper R. Eanes                Executive Vice President,    June 26, 1998
----------------------------      Chief Financial Officer
Jasper R. Eanes               

/s/John E. Abdo                   Vice-Chairman of the         June 26, 1998
----------------------------      Board
John E. Abdo  

/s/Steven M. Coldren              Director                     June 26, 1998
----------------------------
Steven M. Coldren

/s/Mary E. Ginestra
----------------------------      Director                     June 26, 1998
Mary E. Ginestra                                               

/s/Bruno Di Giulian               Director                     June 26, 1998
----------------------------
Bruno Di Giulian

/s/Charlie C. Winningham, II      Director                     June 26, 1998
----------------------------
Charlie C. Winningham, II
[{"type": "S-8", "sequence": "1", "description": "S-8  RESTRICTED STOCK AWARD PLAN", "secsgml_size_bytes": 15148}]
{"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": "333-57893", "film-number": "98655449"}, "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 26, 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)            (zip code)

                           Restricted Stock Award 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.
                         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
                                                       maximum             maximum            Amount of
   Title of securities         Amount to be        offering price         aggregate         registration
    to be registered             registered          per share(1)     offering price(1)        fee(1)
-------------------------------------------------------------------------------------------------------------
Class A Common Stock, par
  value $.01 per share           683,936              $11.781            $8,057,450          $2,377.00                            
=============================================================================================================
(1)  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  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,   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.

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.

         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,
               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
June, 1998.

                                  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,       June 26, 1998
----------------------------      President and Chief 
Alan B. Levan                     Executive Officer

/s/Jasper R. Eanes                Executive Vice President,    June 26, 1998
----------------------------      Chief Financial Officer
Jasper R. Eanes               

/s/John E. Abdo                   Vice-Chairman of the         June 26, 1998
----------------------------      Board
John E. Abdo  

/s/Steven M. Coldren              Director                     June 26, 1998
----------------------------
Steven M. Coldren

/s/Mary E. Ginestra
----------------------------      Director                     June 26, 1998
Mary E. Ginestra                                               

/s/Bruno Di Giulian               Director                     June 26, 1998
----------------------------
Bruno Di Giulian

/s/Charlie C. Winningham, II      Director                     June 26, 1998
----------------------------
Charlie C. Winningham, II