<PAGE>

 As filed with the Securities and Exchange Commission on March 9, 2001.
                                              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                                    65-05070804
   ------------------------------               --------------------
   State or Other Jurisdiction of                 (I.R.S. Employer
      Incorporation or Organization)              Identification No.)


                           1750 East Sunrise Boulevard
                         Fort Lauderdale, Florida 33304
                                 (954) 760-5000
   (Address, Including Zip Code, of Registrant's Principal Executive Offices)

                                 --------------
                BANKATLANTIC BANCORP, INC. 2001 STOCK OPTION PLAN

                              (Full Title of Plans)

                                  ALAN B. LEVAN
                           BANKATLANTIC BANCORP, INC.
                           1750 EAST SUNRISE BOULEVARD
                         FORT LAUDERDALE, FLORIDA 33304
                         ------------------------------
          (Name and Address, Including Zip Code, 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
<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(1)    Per Share(2)    Offering Price(2)      Fee(2)
<CAPTION>
----------------------------------------------------------------------------------------------
<S>                          <C>                <C>              <C>               <C>
Class A Common Stock,
$0.01 per share par value    1,500,000          $6.25           $9,375,000         $2,475
==============================================================================================
<FN>
(1)  Pursuant  to Rule 416 this  Registration  Statement  shall  also  cover any
     additional  shares of Class A Common Stock which may become  issuable under
     the  BankAtlantic  Bancorp  2001 Stock  Option  Plan by reason of any stock
     dividend,  stock split,  recapitalization  or any other similar transaction
     effected without receipt of  consideration  which results in an increase in
     the number of  outstanding  shares of Class A Common  Stock.
(2)  Estimated  solely for purposes 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  prior  to the  date of  filing  of this  Registration
     Statement.
</FN>
</TABLE>
================================================================================
<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, 1999, filed with the Commission on March 30, 2000.

     (2)  The Company's  Amended Annual Report on Form 10-K/A for the year ended
          December 31, 1999, filed with the Commission on May 1, 2000.

     (3)  The  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
          March 31, 2000, filed with the Commission on May 15, 2000.

     (4)  The Company's Quarterly Report on Form 10-Q for the quarter ended June
          30, 2000, filed with the Commission on August 14, 2000.

     (5)  The  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
          September 30, 2000, filed with the Commission on November 14, 2000.

     (6)  The Company's Current Report on Form 8-K, filed with the Commission on
          January 25, 2000.

     (7)  The Company's Current Report on Form 8-K, filed with the Commission on
          August 31, 2000.


     (8)  The description of the Company's Class A Common Stock, $0.01 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.



                                      II-2

<PAGE>
ITEM 8.  EXHIBITS.

     The following exhibits are filed herewith:

     EXHIBIT
     NUMBER         DESCRIPTION
     ------         -----------

      5.1          Opinion of Stearns Weaver Miller Weissler Alhadeff &
                   Sitterson, P.A.

      23.1         Consent of KPMG LLP.

      23.2         Consent of Stearns Weaver Miller Weissler Alhadeff &
                   Sitterson,  P.A. (included in Exhibit 5.1 above).

      24.1         Power of Attorney (set forth on the signature page
                   to  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.


                                      II-3
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in  the City of Fort Lauderdale,  State of Florida on the 9th day of
March, 2001.

                                    BANKATLANTIC BANCORP, INC.

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

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Alan B. Levan and James A. White, his or her true
and lawful  attorneys-in-fact and agents, for him or her and in his or her 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
attorneys-in-fact  and agents,  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 or she might or could do in person,  hereby ratifying
and  confirming and  confirming  all that said  attorneys-in-fact  and agents or
their  substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

     Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  the
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              March 9, 2001
----------------              Chief Executive Officer
Alan B. Levan                 and President
                              (Principal Executive Officer)

/s/John E. Abdo               Vice-Chairman of the Board        March 9, 2001
---------------
John E. Abdo

/s/James A. White             Executive Vice President and      March 9, 2001
-----------------             Chief Financial Officer
James A. White                (Principal Financial and
                              Accounting Officer)

/s/Steven M. Coldren          Director                          March 9, 2001
--------------------
Steven M. Coldren

/s/Bruno DiGiulian            Director                          March 9, 2001
------------------
Bruno DiGiulian

/s/Mary E. Ginestra           Director                          March 9, 2001
-------------------
Mary E. Ginestra

/s/Jarett S. Levan            Director                          March 9, 2001
------------------
Jarett S. Levan

/s/Ben A. Plotkin             Director                          March 9, 2001
-----------------
Ben A. Plotkin

/s/Dale H. Renner             Director                          March 9, 2001
-----------------
Dale H. Renner

/s/Charlie C. Winningham, II  Director                          March 9, 2001
----------------------------
Charlie C. Winningham, II


                                     II-4

<PAGE>

                                  EXHIBIT INDEX


EXHIBIT

NUMBER      DESCRIPTION
------      -----------

5.1         Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.

23.1        Consent of KPMG LLP.

23.2        Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson,
            P.A. (included in Exhibit 5.1 above).
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "2001 STOCK OPTION PLAN", "secsgml_size_bytes": 16116}]
{"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": "333-56798", "film-number": "1565196"}, "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 March 9, 2001.
                                              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                                    65-05070804
   ------------------------------               --------------------
   State or Other Jurisdiction of                 (I.R.S. Employer
      Incorporation or Organization)              Identification No.)

                           1750 East Sunrise Boulevard
                         Fort Lauderdale, Florida 33304
                                 (954) 760-5000
   (Address, Including Zip Code, of Registrant's Principal Executive Offices)

                                 --------------
                BANKATLANTIC BANCORP, INC. 2001 STOCK OPTION PLAN

                              (Full Title of Plans)

                                  ALAN B. LEVAN
                           BANKATLANTIC BANCORP, INC.
                           1750 EAST SUNRISE BOULEVARD
                         FORT LAUDERDALE, FLORIDA 33304
                         ------------------------------
          (Name and Address, Including Zip Code, 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

                         Calculation of Registration Fee
==============================================================================================
                                              Proposed          Proposed
                                              Maximum           Maximum           Amount of
Title of Securities        Amount to be    Offering Price      Aggregate       Registration
 to be Registered          Registered(1)    Per Share(2)    Offering Price(2)      Fee(2)
----------------------------------------------------------------------------------------------
Class A Common Stock,
$0.01 per share par value    1,500,000          $6.25           $9,375,000         $2,475
==============================================================================================
(1)  Pursuant  to Rule 416 this  Registration  Statement  shall  also  cover any
     additional  shares of Class A Common Stock which may become  issuable under
     the  BankAtlantic  Bancorp  2001 Stock  Option  Plan by reason of any stock
     dividend,  stock split,  recapitalization  or any other similar transaction
     effected without receipt of  consideration  which results in an increase in
     the number of  outstanding  shares of Class A Common  Stock.
(2)  Estimated  solely for purposes 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  prior  to 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, 1999, filed with the Commission on March 30, 2000.

     (2)  The Company's  Amended Annual Report on Form 10-K/A for the year ended
          December 31, 1999, filed with the Commission on May 1, 2000.

     (3)  The  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
          March 31, 2000, filed with the Commission on May 15, 2000.

     (4)  The Company's Quarterly Report on Form 10-Q for the quarter ended June
          30, 2000, filed with the Commission on August 14, 2000.

     (5)  The  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
          September 30, 2000, filed with the Commission on November 14, 2000.

     (6)  The Company's Current Report on Form 8-K, filed with the Commission on
          January 25, 2000.

     (7)  The Company's Current Report on Form 8-K, filed with the Commission on
          August 31, 2000.

     (8)  The description of the Company's Class A Common Stock, $0.01 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.

                                      II-2
ITEM 8.  EXHIBITS.

     The following exhibits are filed herewith:

     EXHIBIT
     NUMBER         DESCRIPTION
     ------         -----------

      5.1          Opinion of Stearns Weaver Miller Weissler Alhadeff &
                   Sitterson, P.A.

      23.1         Consent of KPMG LLP.

      23.2         Consent of Stearns Weaver Miller Weissler Alhadeff &
                   Sitterson,  P.A. (included in Exhibit 5.1 above).

      24.1         Power of Attorney (set forth on the signature page
                   to  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.

                                      II-3
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in  the City of Fort Lauderdale,  State of Florida on the 9th day of
March, 2001.

                                    BANKATLANTIC BANCORP, INC.

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

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Alan B. Levan and James A. White, his or her true
and lawful  attorneys-in-fact and agents, for him or her and in his or her 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
attorneys-in-fact  and agents,  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 or she might or could do in person,  hereby ratifying
and  confirming and  confirming  all that said  attorneys-in-fact  and agents or
their  substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

     Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  the
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              March 9, 2001
----------------              Chief Executive Officer
Alan B. Levan                 and President
                              (Principal Executive Officer)

/s/John E. Abdo               Vice-Chairman of the Board        March 9, 2001
---------------
John E. Abdo

/s/James A. White             Executive Vice President and      March 9, 2001
-----------------             Chief Financial Officer
James A. White                (Principal Financial and
                              Accounting Officer)

/s/Steven M. Coldren          Director                          March 9, 2001
--------------------
Steven M. Coldren

/s/Bruno DiGiulian            Director                          March 9, 2001
------------------
Bruno DiGiulian

/s/Mary E. Ginestra           Director                          March 9, 2001
-------------------
Mary E. Ginestra

/s/Jarett S. Levan            Director                          March 9, 2001
------------------
Jarett S. Levan

/s/Ben A. Plotkin             Director                          March 9, 2001
-----------------
Ben A. Plotkin

/s/Dale H. Renner             Director                          March 9, 2001
-----------------
Dale H. Renner

/s/Charlie C. Winningham, II  Director                          March 9, 2001
----------------------------
Charlie C. Winningham, II

                                     II-4
EXHIBIT INDEX

EXHIBIT

NUMBER      DESCRIPTION
------      -----------

5.1         Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.

23.1        Consent of KPMG LLP.

23.2        Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson,
            P.A. (included in Exhibit 5.1 above).