As filed with the Securities and Exchange Commission on December 14, 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)

            BANKATLANTIC BANCORP 1998 RESTRICTED STOCK INCENTIVE 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        offering       aggregate     Amount of
Title of securities      to be           price        offering     registration
 to be registered     registered(1)   per share(2)     price(2)       fee(2)
===================== ==============  ============    ==========  ==============
Class A Common Stock, 
par value $.01 per 
share                      750,000       $6.00        $4,500,000     $1,251.00
===================== ==============  ============    ==========  ==============
(1)  This Registration Statement shall also cover any additional shares of Class
     A Common Stock which may become  issuable  under the  BankAtlantic  Bancorp
     1998 Restricted Stock Incentive 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.


                                       -2-

<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      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 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 14th day of
December, 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,        December 14, 1998
---------------------------     President and
Alan B. Levan                   Chief Executive Officer


/s/ Frank V. Grieco             Senior Executive Vice         December 14, 1998
---------------------------     President and 
Frank V. Grieco                 Chief Accounting Officer


/s/ John E. Abdo                Vice-Chairman of the          December 14, 1998
---------------------------     Board
John E. Abdo                       


/s/ Steven M. Coldren           Director                      December 14, 1998
---------------------------
Steven M. Coldren


/s/ Mary E. Ginestra            Director                      December 14, 1998
----------------------------
Mary E. Ginestra


                                Director                      
----------------------------
Bruno Di Giulian


/s/ Charlie C. Winningham,II    Director                      December 14, 1998
----------------------------
Charlie C. Winningham, II


/s/ Ben A. Plotkin                 Director                   December 14, 1998
----------------------------
Ben A. Plotkin


                                       -5-
[{"type": "S-8", "sequence": "1", "description": "RESTRICTED STOCK OPTION PLAN", "secsgml_size_bytes": 17081}]
{"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": "333-68871", "film-number": "98769117"}, "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 December 14, 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)

            BANKATLANTIC BANCORP 1998 RESTRICTED STOCK INCENTIVE 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        offering       aggregate     Amount of
Title of securities      to be           price        offering     registration
 to be registered     registered(1)   per share(2)     price(2)       fee(2)
===================== ==============  ============    ==========  ==============
Class A Common Stock, 
par value $.01 per 
share                      750,000       $6.00        $4,500,000     $1,251.00
===================== ==============  ============    ==========  ==============
(1)  This Registration Statement shall also cover any additional shares of Class
     A Common Stock which may become  issuable  under the  BankAtlantic  Bancorp
     1998 Restricted Stock Incentive 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.

                                       -2-
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 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 14th day of
December, 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,        December 14, 1998
---------------------------     President and
Alan B. Levan                   Chief Executive Officer

/s/ Frank V. Grieco             Senior Executive Vice         December 14, 1998
---------------------------     President and 
Frank V. Grieco                 Chief Accounting Officer

/s/ John E. Abdo                Vice-Chairman of the          December 14, 1998
---------------------------     Board
John E. Abdo                       

/s/ Steven M. Coldren           Director                      December 14, 1998
---------------------------
Steven M. Coldren

/s/ Mary E. Ginestra            Director                      December 14, 1998
----------------------------
Mary E. Ginestra

                                Director                      
----------------------------
Bruno Di Giulian

/s/ Charlie C. Winningham,II    Director                      December 14, 1998
----------------------------
Charlie C. Winningham, II

/s/ Ben A. Plotkin                 Director                   December 14, 1998
----------------------------
Ben A. Plotkin

                                       -5-