<PAGE>
   As filed with the Securities and Exchange Commission on September 17, 1999
                                               Registration No. 333-________
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                           BANKATLANTIC BANCORP, INC.
             (Exact name of registrant as specified in its charter)

              FLORIDA                                  65-0507804
         -------------------                       -----------------
   (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                 Identification No.)

     1750 East Sunrise Boulevard
      Fort Lauderdale, Florida                           33304
      ------------------------                           -----
 (Address of principal executive offices)             (zip code)

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

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

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

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

                         Calculation of Registration Fee
<TABLE>
===========================================================================================================
                                                       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, par
   value $.01 per share            750,000             $6.125              $4,593,750           $1,277.10
===========================================================================================================
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of Class
     A Common Stock which may become  issuable  under the  BankAtlantic  Bancorp
     1999  Stock  Option  Plan by  reason of any stock  dividend,  stock  split,
     recapitalization or any other similar transaction  effected without receipt
     of consideration  which results in an increase in the number of outstanding
     shares of Class A Common Stock.
(2)  Estimated  solely for purpose of calculating the  registration fee pursuant
     to Rule  457(h) on the basis of the  average  of the high and low prices of
     the Class A Common Stock on the New York Stock Exchange as of a date within
     five  business  days  preceding  the date of  filing  of this  Registration
     Statement.
================================================================================
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by BankAtlantic Bancorp, Inc. (the "Company")
with the Securities and Exchange  Commission (the "Commission") are incorporated
herein by this reference:

          (1)  The  Company's  Annual  Report  on Form  10-K for the year  ended
               December 31, 1998, filed with the Commission on March 26, 1999.

          (2)  The Company's  Amended  Annual Report on Form 10-K/A for the 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 Company's Quarterly Report on Form 10-Q for the quarter ended
               June 30, 1999, filed with the Commission on August 12, 1999.

          (5)  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.


                                       -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 Registrant  (incorporated by reference to
                  Exhibit 3.2 to the  Company's  Annual  Report on Form 10-K for
                  the year ended December 31, 1997, filed on March 13, 1998).

         4.3      Bylaws of the Company  (incorporated  by  reference to Exhibit
                  3.2 to the Company's Registration Statement on Form S-4, filed
                  on May 5, 1994 (Registration No. 33-77708)).

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

         23.1     Consent of Stearns Weaver Miller Weissler Alhadeff &
                  Sitterson, P.A. (included as part of Exhibit 5 above).

         23.2     Consent of KPMG LLP.

         25.1     Powers of Attorney  (included as part of the Signature Page of
                  this Registration Statement).

Item 9.        UNDERTAKINGS

               (a)  The undersigned registrant hereby undertakes:

                    (1)  To file, during any period in which offers or sales are
                         being  made,   a   post-effective   amendment  to  this
                         Registration Statement:

                        (i)   To  include  any  prospectus  required  by Section
                              10(a)(3) of the Securities Act;

                        (ii)  To  reflect in the prospectus any facts or  events
                              arising   after   the   effective   date   of  the
                              Registration   Statement (or the most recent post-
                              effective amendment thereof)  which,  individually
                              or  in  the  aggregate,  represent  a  fundamental
                              change   in   the  information  setforth   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.



                                       -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 17th day of
September, 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,       September 17, 1999
-------------------------      President and
Alan B. Levan                  Chief Executive Officer


/s/ Frank V. Grieco            Senior Executive Vice        September 17, 1999
-------------------------      President and Chief
Frank V. Grieco                Accounting Officer


/s/ John E. Abdo               Vice-Chairman of the         September 17, 1999
-------------------------      Board
John E. Abdo



                                       -4-

<PAGE>


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


/s/ Steven M. Coldren                 Director             September 17, 1999
-----------------------------
Steven M. Coldren


/s/ Mary E. Ginestra                  Director             September 17, 1999
-----------------------------
Mary E. Ginestra


                                      Director             September 17, 1999
-----------------------------
Bruno Di Giulian


/s/ Charlie C. Winningham, II         Director             September 17, 1999
-----------------------------
Charlie C. Winningham, II


/s/ Ben A. Plotkin                    Director             September 17, 1999
-----------------------------
Ben A. Plotkin


/s/ Steven Hickman                    Director             September 17, 1999
-----------------------------
Steven Hickman


/s/ Jarett Levan                      Director             September 17, 1999
-----------------------------
Jarett Levan


                                       -5-
[{"type": "S-8", "sequence": "1", "description": "1999 STOCK OPTION PLAN", "secsgml_size_bytes": 16727}]
{"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": "333-87315", "film-number": "99713364"}, "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 September 17, 1999
                                               Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           BANKATLANTIC BANCORP, INC.
             (Exact name of registrant as specified in its charter)

              FLORIDA                                  65-0507804
         -------------------                       -----------------
   (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                 Identification No.)

     1750 East Sunrise Boulevard
      Fort Lauderdale, Florida                           33304
      ------------------------                           -----
 (Address of principal executive offices)             (zip code)

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

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

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

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

                         Calculation of Registration Fee

===========================================================================================================
                                                       Proposed             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, par
   value $.01 per share            750,000             $6.125              $4,593,750           $1,277.10
===========================================================================================================
(1)  This Registration Statement shall also cover any additional shares of Class
     A Common Stock which may become  issuable  under the  BankAtlantic  Bancorp
     1999  Stock  Option  Plan by  reason of any stock  dividend,  stock  split,
     recapitalization or any other similar transaction  effected without receipt
     of consideration  which results in an increase in the number of outstanding
     shares of Class A Common Stock.
(2)  Estimated  solely for purpose of calculating the  registration fee pursuant
     to Rule  457(h) on the basis of the  average  of the high and low prices of
     the Class A Common Stock on the New York Stock Exchange as of a date within
     five  business  days  preceding  the date of  filing  of this  Registration
     Statement.
================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by BankAtlantic Bancorp, Inc. (the "Company")
with the Securities and Exchange  Commission (the "Commission") are incorporated
herein by this reference:

          (1)  The  Company's  Annual  Report  on Form  10-K for the year  ended
               December 31, 1998, filed with the Commission on March 26, 1999.

          (2)  The Company's  Amended  Annual Report on Form 10-K/A for the 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 Company's Quarterly Report on Form 10-Q for the quarter ended
               June 30, 1999, filed with the Commission on August 12, 1999.

          (5)  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.

                                       -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 Registrant  (incorporated by reference to
                  Exhibit 3.2 to the  Company's  Annual  Report on Form 10-K for
                  the year ended December 31, 1997, filed on March 13, 1998).

         4.3      Bylaws of the Company  (incorporated  by  reference to Exhibit
                  3.2 to the Company's Registration Statement on Form S-4, filed
                  on May 5, 1994 (Registration No. 33-77708)).

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

         23.1     Consent of Stearns Weaver Miller Weissler Alhadeff &
                  Sitterson, P.A. (included as part of Exhibit 5 above).

         23.2     Consent of KPMG LLP.

         25.1     Powers of Attorney  (included as part of the Signature Page of
                  this Registration Statement).

Item 9.        UNDERTAKINGS

               (a)  The undersigned registrant hereby undertakes:

                    (1)  To file, during any period in which offers or sales are
                         being  made,   a   post-effective   amendment  to  this
                         Registration Statement:

                        (i)   To  include  any  prospectus  required  by Section
                              10(a)(3) of the Securities Act;

                        (ii)  To  reflect in the prospectus any facts or  events
                              arising   after   the   effective   date   of  the
                              Registration   Statement (or the most recent post-
                              effective amendment thereof)  which,  individually
                              or  in  the  aggregate,  represent  a  fundamental
                              change   in   the  information  setforth   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.

                                       -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 17th day of
September, 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,       September 17, 1999
-------------------------      President and
Alan B. Levan                  Chief Executive Officer

/s/ Frank V. Grieco            Senior Executive Vice        September 17, 1999
-------------------------      President and Chief
Frank V. Grieco                Accounting Officer

/s/ John E. Abdo               Vice-Chairman of the         September 17, 1999
-------------------------      Board
John E. Abdo

                                       -4-
SIGNATURE                             TITLE                DATE
---------                             -----                ----

/s/ Steven M. Coldren                 Director             September 17, 1999
-----------------------------
Steven M. Coldren

/s/ Mary E. Ginestra                  Director             September 17, 1999
-----------------------------
Mary E. Ginestra

                                      Director             September 17, 1999
-----------------------------
Bruno Di Giulian

/s/ Charlie C. Winningham, II         Director             September 17, 1999
-----------------------------
Charlie C. Winningham, II

/s/ Ben A. Plotkin                    Director             September 17, 1999
-----------------------------
Ben A. Plotkin

/s/ Steven Hickman                    Director             September 17, 1999
-----------------------------
Steven Hickman

/s/ Jarett Levan                      Director             September 17, 1999
-----------------------------
Jarett Levan

                                       -5-