As filed with the Securities and Exchange Commission on July 8, 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                                 65-050780
                 -------                                ---------
      (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 SECURITY PLUS 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:
                             Michael I. Keyes, Esq.
                              Stearns Weaver Miller
                                    Weissler
                           Alhadeff & Sitterson, P.A.
                            150 West Flagler Street,
                                   Suite 2200
                              Miami, Florida 33130
                                 (305) 789-3200

                         Calculation of Registration Fee
<TABLE>
<CAPTION>
============================================================================================
                                             Proposed           Proposed
                                              maximum            maximum          Amount of
Title of securities        Amount to be   offering price        aggregate       registration
to be registered(1)         registered      per share(2)    offering price(2)      fee(2)
--------------------------------------------------------------------------------------------
<S>                          <C>             <C>               <C>                <C>
Class A Common Stock,
par value $.01 per share     150,000         $7.125            $1,068,750         $297.12
============================================================================================
</TABLE>
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration  Statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

(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 fiscal  year ended
          December 31, 1998, filed with the Commission on March 26, 1999.

     (2)  The Company's Amendment to Annual Report on Form 10-K/A for the fiscal
          year ended  December 31, 1998,  filed with the Commission on April 30,
          1999.

     (3)  The  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
          March 31, 1999, filed with the Commission on May 12, 1999.

     (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 and by the  BankAtlantic
Security  Plus Plan  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.

                                      -1-

<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 Company (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)).

     5.1  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 5.1 above).

     23.2 Consent of KPMG LLP.

     24.1 Powers of Attorney  (included  as part of the  signature  page of this
          Registration Statement).

Item 1.   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;

                                      -2-

<PAGE>
               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.

          (d) The registrant  undertakes that it will submit or it has submitted
     the  BankAtlantic  Security  Plus Plan  (the  "Plan")  and any  restatement
     thereof or amendments  thereto to the Internal Revenue Service ("IRS") in a
     timely manner and has made or will make all changes  required by the IRS in
     order to qualify the Plan under  Section 401 and the Internal  Revenue Code
     of 1986, as amended.



                                      -3-
<PAGE>



                                   SIGNATURES


THE REGISTRANT.  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 8th day of
July, 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,             July 8, 1999
--------------------          President and
Alan B. Levan                 Chief Executive Officer


/s/ Frank V. Grieco           Senior Executive Vice President    July 8, 1999
--------------------          and Principal Financial
Frank V. Grieco               and Accounting Officer


/s/ John E. Abdo              Vice-Chairman of the Board         July 8, 1999
--------------------
John E. Abdo

<PAGE>


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

/s/ Steven M. Coldren             Director                     July 8, 1999
-----------------------------
Steven M. Coldren


                                  Director                     July 8, 1999
-----------------------------
Mary E. Ginestra


/s/ Bruno DiGiulian               Director                     July 8, 1999
-----------------------------
Bruno Di Giulian


/s/ Charlie C. Winningham,II      Director                     July 8, 1999
----------------------------
Charlie C. Winningham, II


/s/ Ben A. Plotkin                Director                     July 8, 1999
----------------------------
Ben A. Plotkin



The Plan.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
trustees (or other persons who administer  the employee  benefit plan) have 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 8th day of July, 1999.


                                        BANKATLANTIC SECURITY PLUS PLAN


                                        By: /s/Lewis Sarrica
                                            --------------------
                                            Lewis Sarrica, as trustee


                                        By: /s/Susan McGregor
                                            ---------------------
                                            Susan McGregor, as trustee


                                        By: /s/Anne Chernovy
                                            --------------------
                                            Anne Chernovy, as trustee
[{"type": "S-8", "sequence": "1", "description": "EMPLOYEE BENEFIT PLAN", "secsgml_size_bytes": 17064}]
{"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": "333-82489", "film-number": "99661069"}, "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 July 8, 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                                 65-050780
                 -------                                ---------
      (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 SECURITY PLUS 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:
                             Michael I. Keyes, 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(1)         registered      per share(2)    offering price(2)      fee(2)
--------------------------------------------------------------------------------------------
Class A Common Stock,
par value $.01 per share     150,000         $7.125            $1,068,750         $297.12
============================================================================================
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration  Statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

(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 fiscal  year ended
          December 31, 1998, filed with the Commission on March 26, 1999.

     (2)  The Company's Amendment to Annual Report on Form 10-K/A for the fiscal
          year ended  December 31, 1998,  filed with the Commission on April 30,
          1999.

     (3)  The  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
          March 31, 1999, filed with the Commission on May 12, 1999.

     (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 and by the  BankAtlantic
Security  Plus Plan  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.

                                      -1-
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 Company (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)).

     5.1  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 5.1 above).

     23.2 Consent of KPMG LLP.

     24.1 Powers of Attorney  (included  as part of the  signature  page of this
          Registration Statement).

Item 1.   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;

                                      -2-
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.

          (d) The registrant  undertakes that it will submit or it has submitted
     the  BankAtlantic  Security  Plus Plan  (the  "Plan")  and any  restatement
     thereof or amendments  thereto to the Internal Revenue Service ("IRS") in a
     timely manner and has made or will make all changes  required by the IRS in
     order to qualify the Plan under  Section 401 and the Internal  Revenue Code
     of 1986, as amended.

                                      -3-
SIGNATURES

THE REGISTRANT.  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 8th day of
July, 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,             July 8, 1999
--------------------          President and
Alan B. Levan                 Chief Executive Officer

/s/ Frank V. Grieco           Senior Executive Vice President    July 8, 1999
--------------------          and Principal Financial
Frank V. Grieco               and Accounting Officer

/s/ John E. Abdo              Vice-Chairman of the Board         July 8, 1999
--------------------
John E. Abdo
SIGNATURE                         TITLE                              DATE
---------                         -----                              ----

/s/ Steven M. Coldren             Director                     July 8, 1999
-----------------------------
Steven M. Coldren

                                  Director                     July 8, 1999
-----------------------------
Mary E. Ginestra

/s/ Bruno DiGiulian               Director                     July 8, 1999
-----------------------------
Bruno Di Giulian

/s/ Charlie C. Winningham,II      Director                     July 8, 1999
----------------------------
Charlie C. Winningham, II

/s/ Ben A. Plotkin                Director                     July 8, 1999
----------------------------
Ben A. Plotkin

The Plan.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
trustees (or other persons who administer  the employee  benefit plan) have 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 8th day of July, 1999.

                                        BANKATLANTIC SECURITY PLUS PLAN

                                        By: /s/Lewis Sarrica
                                            --------------------
                                            Lewis Sarrica, as trustee

                                        By: /s/Susan McGregor
                                            ---------------------
                                            Susan McGregor, as trustee

                                        By: /s/Anne Chernovy
                                            --------------------
                                            Anne Chernovy, as trustee