As filed with the Securities and Exchange Commission on May 10, 1999
                         Registration No. 333-_________
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           ---------------------------


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

                           ---------------------------

                     REPUBLIC SECURITY FINANCIAL CORPORATION
                    ----------------------------------------
             (Exact name of registrant as specified in its charter)

               FLORIDA                                  59-2335075
---------------------------------------     ------------------------------------
(State or Other Jurisdiction                (I.R.S. Employer Identification No.)
 of Incorporation or Organization)
           Organization)


         450 SOUTH AUSTRALIAN AVENUE                      
          WEST PALM BEACH, FLORIDA                         33401
----------------------------------------     -----------------------------------
    (Address of principal executive offices)             (Zip Code)

          REPUBLIC SECURITY FINANCIAL CORPORATION AMENDED AND RESTATED
                        1997 PERFORMANCE INCENTIVE PLAN
                      -----------------------------------
                            (Full title of the plan)

                                 RUDY E. SCHUPP
                           450 SOUTH AUSTRALIAN AVENUE
                         WEST PALM BEACH, FLORIDA 33401
                     (Name and address of agent for service)

                                 (561) 650-2500
                             ---------------------
          (Telephone number, including area code, of agent for service)

                           ---------------------------


                                   COPIES TO:
                            Kara L. MacCullough, Esq.
                           Morgan, Lewis & Bockius LLP
                        5300 First Union Financial Center
                          200 South Biscayne Boulevard
                            Miami, Florida 33131-2339
                                 (305) 579-0446
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
================================================================================================= ===========================

    Title of securities       Amount to be         Proposed maximum        Proposed maximum                Amount of
     to be registered        Registered (1)         offering price             aggregate             registration fee (3)
                                                    per share (2)         offering price (2)
===========================================================================================================================
<S>                           <C>                  <C>                    <C>                        <C>
Common Stock, par                                       8.938                 $26,814,000                  $7,454,29
value $0.01 per share          3,000,000
===========================================================================================================================
<FN>
(1)      This  registration  statement covers shares of Common Stock of Republic
         Security Financial Corporation which may be offered or sold pursuant to
         the Amended and Restated 1997 Performance  Incentive Plan (the "Plan").
         This registration  statement also relates to an indeterminate number of
         shares of Common  Stock  that may be issued  upon stock  splits,  stock
         dividends  or similar  transactions  in  accordance  with Rule 416. The
         contents  of  an  earlier  registration  statement,   Registration  No.
         333-33213  covering 2,000,000 shares of Common Stock under the Plan, is
         incorporated by reference in this Registration Statement
(2)      Calculated solely for the purpose of this offering under Rule 457(c) of
         the Securities Act of 1933 on the basis of the high and low selling 
         prices per share of Common Stock of Republic Security Financial
         Corporation on May 5, 1999 as reported by the Nasdaq National Market.
(3)      Calculated  pursuant to Section 6(b) as follows:  proposed maximum 
         aggregate offering price multiplied by .000278.
</FN>
</TABLE>


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 8.  Exhibits.

         The following is a list of exhibits filed as part of this  Registration
Statement:



Exhibit     Exhibit
Number

5           Opinion of Morgan, Lewis & Bockius LLP.

23.1        Consent of Morgan, Lewis & Bockius LLP (included within Exhibit 5.1)

23.2        Consent of Ernst & Young LLP

23.3        Consent of Deloitte & Touche LLP
            
23.4        Consent of KPMG Peat Marwick LLP




<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the  Registrant  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 West Palm Beach, State of Florida on May 10, 1999.

                             REPUBLIC SECURITY FINANCIAL CORPORATION

                             By: /s/Rudy E. Schupp 
                                 ------------------------- 
                                 Rudy E. Schupp
                                 Chairman of the Board and
                                 Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the date indicated.



BY:          /S/ Rudy E. Schupp               May 10, 1999
             --------------------------------
             Rudy E. Schupp
             Chairman of the Board
             Chief Executive Officer


BY:          /S/ Richard J. Haskins           May 10, 1999
             --------------------------------
             Richard J. Haskins
             Executive Vice President
             Chief Financial and Accounting
             Officer



<TABLE>
<CAPTION>
<S>                                   <C>                     <C>                                <C>

/s/ Johnny R. Adcock                   May 10, 1999
--------------------------------------
Johnny R. Adcock, Director

/s/ Paula Berliner                     May 10, 1999              /s/ Mary A. McCarty               May 10, 1999
--------------------------------------                          ---------------------------------

Paula Berliner, Director                                        Mary A. McCarty, Director






<PAGE>


<S>                                    <C>                     <C>                               <C>


--------------------------------------
/s/ Thomas F. Carney
                                       May 10, 1999              /s/ Carol R. Owen                 May 10, 1999
--------------------------------------                          ---------------------------------

Thomas F. Carney, Director                                      Carol R. Owen, Director

/s/ Joseph D. Cesarotti, Sr.           May 10, 1999              /s/ Richard C. Rathke             May 10, 1999
--------------------------------------                          ---------------------------------

Joseph D. Cesarotti, Sr., Director                              Richard C. Rathke, Director

/s/ Mary Anna Fowler                   May 10, 1999              /s/Daniel D. Sokoloff             May 10, 1999
--------------------------------------                          ---------------------------------

Mary Anna Fowler, Director                                      Daniel D. Sokoloff, M.D., Director

/s/ H. Gearl Gore                      May 10, 1999              /s/ William F. Spitznagel         May 10, 1999
--------------------------------------                          ---------------------------------

H. Gearl Gore, Director                                         William F. Spitznagel, Director

/s/Fred A. Greene                      May 10, 1999              /s/ Bruce E. Wiita                May 10, 1999
--------------------------------------                          ---------------------------------

Fred A. Greene, Director                                        Bruce E. Wiita, Director

/s/ R. Randy Guemple                   May 10, 1999              /s/ William Wolfson               May 10, 1999
--------------------------------------                          ---------------------------------

R. Randy Guemple, Director                                      William Wolfson, Director

/s/ Eugene W. Hughes, Jr.              May 10, 1999
--------------------------------------

Eugene W. Hughes, Jr., Director

/s/ Thomas J. Langan, Jr.              May 10, 1999
--------------------------------------

Thomas J. Langan, Jr, Director

/s/ Lennart Lindahl                    May 10, 1999
--------------------------------------

Lennart Lindahl, Director

</TABLE>



<PAGE>



                                INDEX TO EXHIBITS



Exhibit                 Exhibit
Number

5                       Opinion of Morgan, Lewis & Bockius LLP.

23.2                    Consent of Ernst & Young LLP

23.3                    Consent of Deloitte & Touche LLP

23.4                    Consent of KPMG Peat Marwick LLP


<PAGE>
                                                                      Exhibit 5

May 10, 1999



Republic Security Financial Corporation
450 South Australian Avenue
West Palm Beach, Florida 33401

Re: Republic Security Financial Corporation -- 
    Registration Statement on Form S-8

Ladies and Gentlemen:

As your counsel,  we have assisted in the  preparation  of the  above-referenced
Registration  Statement on Form S-8 (the  "Registration  Statement")  for filing
with the  Securities and Exchange  Commission  pursuant to the Securities Act of
1933,  as  amended  (the  "Act"),  and the  rules  and  regulations  promulgated
thereunder.

The  Registration  Statement  relates to 3,000,000  shares of Common Stock,  par
value  $0.01 per share (the  "Common  Stock"),  of Republic  Security  Financial
Corporation  (the  "Company"),   which  may  be  issued  pursuant  to  the  1997
Performance Incentive Plan (the "Plan").

As  counsel  for the  Company,  we  have  examined  the  Company's  Articles  of
Incorporation, as amended, Bylaws, as amended, minutes and such other documents,
and have  made such  inquiries  of the  Company's  officers,  as we have  deemed
appropriate.  In  our  examination,  we  have  assumed  the  genuineness  of all
signatures,  the authenticity of all items submitted to us as originals, and the
conformity with originals of all items submitted to us as copies.

Based upon the  foregoing,  it is our opinion that the  Company's  Common Stock,
upon issuance in accordance  with the terms of the Plan, will be validly issued,
fully paid and non-assessable.

We hereby  consent to the use of this  opinion as Exhibit 5 to the  Registration
Statement.



Very truly yours,



/s/Morgan, Lewis & Bockius LLP






<PAGE>



                                                                   Exhibit 23.2




               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



We consent to the incorporation by reference in this Registration  Statement for
the registration of 3,000,000 shares of Republic Security Financial  Corporation
common  stock  of  our  report  dated  March  15,  1999,  with  respect  to  the
consolidated financial statements of Republic Security Financial Corporation and
Subsidiaries  included  in its  Annual  Report on Form  10-K for the year  ended
December 31, 1998, filed with the Securities and Exchange Commission.


                                                         /s/ Ernst & Young LLP

West Palm Beach, Florida
May 6, 1999











<PAGE>



                                                                   Exhibit 23.3



                       CONSENT OF INDEPENDENT ACCOUNTANTS


         We consent  to the  incorporation  by  reference  in this  Registration
Statement of Republic Security  Financial  Corporation on Form S-8 of our report
dated  February 21, 1997  (relating to the  consolidated  statements  of income,
stockholders' equity and cash flows of County Financial Corporation for the year
ended December 31, 1996, not presented separately in the Form 10-K) appearing in
the annual report on Form 10-K of Republic  Security  Financial  Corporation for
the year ended December 31, 1998.


                                                  /s/ Deloitte & Touche LLP
                                                  -------------------------
                                                  West Palm Beach, Florida
                                                  May 10, 1999






<PAGE>


                                                                   Exhibit 24.4

                       CONSENT OF INDEPENDENT ACCOUNTANTS


         We consent  to the  incorporation  by  reference  in this  Registration
Statement (No. not yet determined ) on Form S-8 of Republic  Security  Financial
Corporation of our report dated October 29, 1997  (relating to the  consolidated
balance sheet as of September 30, 1997 and the related  consolidated  statements
of income,  stockholders' equity and cash flows of Unifirst Federal Savings Bank
and  subsidiaries  for the years ended September 30, 1997 and 1996) appearing in
the annual report on Form 10-K of Republic  Security  Financial  Corporation for
the year ended December 31, 1998.


                                                   /s/ KPMG Peat Marwick LLP
                                                   ---------------------------
                                                   Fort Lauderdale, Florida
                                                   May 4, 1999






<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14504}]
{"company-data": {"conformed-name": "REPUBLIC SECURITY FINANCIAL CORP", "cik": "0000743136", "assigned-sic": "6035", "irs-number": "592335075", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78151", "film-number": "99615844"}, "business-address": {"street1": "4400 CONGRESS AVENUE", "city": "WEST PALM BEACH", "state": "FL", "zip": "33407", "phone": "5618401200"}, "mail-address": {"street1": "4400 CONGRESS AVE", "city": "WEST PALM BEACH", "state": "FL", "zip": "33407"}, "former-company": {"former-conformed-name": "REPUBLIC SAVINGS FINANCIAL CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on May 10, 1999
                         Registration No. 333-_________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           ---------------------------

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

                           ---------------------------

                     REPUBLIC SECURITY FINANCIAL CORPORATION
                    ----------------------------------------
             (Exact name of registrant as specified in its charter)

               FLORIDA                                  59-2335075
---------------------------------------     ------------------------------------
(State or Other Jurisdiction                (I.R.S. Employer Identification No.)
 of Incorporation or Organization)
           Organization)

         450 SOUTH AUSTRALIAN AVENUE                      
          WEST PALM BEACH, FLORIDA                         33401
----------------------------------------     -----------------------------------
    (Address of principal executive offices)             (Zip Code)

          REPUBLIC SECURITY FINANCIAL CORPORATION AMENDED AND RESTATED
                        1997 PERFORMANCE INCENTIVE PLAN
                      -----------------------------------
                            (Full title of the plan)

                                 RUDY E. SCHUPP
                           450 SOUTH AUSTRALIAN AVENUE
                         WEST PALM BEACH, FLORIDA 33401
                     (Name and address of agent for service)

                                 (561) 650-2500
                             ---------------------
          (Telephone number, including area code, of agent for service)

                           ---------------------------

                                   COPIES TO:
                            Kara L. MacCullough, Esq.
                           Morgan, Lewis & Bockius LLP
                        5300 First Union Financial Center
                          200 South Biscayne Boulevard
                            Miami, Florida 33131-2339
                                 (305) 579-0446
CALCULATION OF REGISTRATION FEE
================================================================================================= ===========================

    Title of securities       Amount to be         Proposed maximum        Proposed maximum                Amount of
     to be registered        Registered (1)         offering price             aggregate             registration fee (3)
                                                    per share (2)         offering price (2)
===========================================================================================================================
Common Stock, par                                       8.938                 $26,814,000                  $7,454,29
value $0.01 per share          3,000,000
===========================================================================================================================
(1)      This  registration  statement covers shares of Common Stock of Republic
         Security Financial Corporation which may be offered or sold pursuant to
         the Amended and Restated 1997 Performance  Incentive Plan (the "Plan").
         This registration  statement also relates to an indeterminate number of
         shares of Common  Stock  that may be issued  upon stock  splits,  stock
         dividends  or similar  transactions  in  accordance  with Rule 416. The
         contents  of  an  earlier  registration  statement,   Registration  No.
         333-33213  covering 2,000,000 shares of Common Stock under the Plan, is
         incorporated by reference in this Registration Statement
(2)      Calculated solely for the purpose of this offering under Rule 457(c) of
         the Securities Act of 1933 on the basis of the high and low selling 
         prices per share of Common Stock of Republic Security Financial
         Corporation on May 5, 1999 as reported by the Nasdaq National Market.
(3)      Calculated  pursuant to Section 6(b) as follows:  proposed maximum 
         aggregate offering price multiplied by .000278.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  Exhibits.

         The following is a list of exhibits filed as part of this  Registration
Statement:

Exhibit     Exhibit
Number

5           Opinion of Morgan, Lewis & Bockius LLP.

23.1        Consent of Morgan, Lewis & Bockius LLP (included within Exhibit 5.1)

23.2        Consent of Ernst & Young LLP

23.3        Consent of Deloitte & Touche LLP
            
23.4        Consent of KPMG Peat Marwick LLP
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the  Registrant  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 West Palm Beach, State of Florida on May 10, 1999.

                             REPUBLIC SECURITY FINANCIAL CORPORATION

                             By: /s/Rudy E. Schupp 
                                 ------------------------- 
                                 Rudy E. Schupp
                                 Chairman of the Board and
                                 Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the date indicated.

BY:          /S/ Rudy E. Schupp               May 10, 1999
             --------------------------------
             Rudy E. Schupp
             Chairman of the Board
             Chief Executive Officer

BY:          /S/ Richard J. Haskins           May 10, 1999
             --------------------------------
             Richard J. Haskins
             Executive Vice President
             Chief Financial and Accounting
             Officer
/s/ Johnny R. Adcock                   May 10, 1999
--------------------------------------
Johnny R. Adcock, Director

/s/ Paula Berliner                     May 10, 1999              /s/ Mary A. McCarty               May 10, 1999
--------------------------------------                          ---------------------------------

Paula Berliner, Director                                        Mary A. McCarty, Director
--------------------------------------
/s/ Thomas F. Carney
                                       May 10, 1999              /s/ Carol R. Owen                 May 10, 1999
--------------------------------------                          ---------------------------------

Thomas F. Carney, Director                                      Carol R. Owen, Director

/s/ Joseph D. Cesarotti, Sr.           May 10, 1999              /s/ Richard C. Rathke             May 10, 1999
--------------------------------------                          ---------------------------------

Joseph D. Cesarotti, Sr., Director                              Richard C. Rathke, Director

/s/ Mary Anna Fowler                   May 10, 1999              /s/Daniel D. Sokoloff             May 10, 1999
--------------------------------------                          ---------------------------------

Mary Anna Fowler, Director                                      Daniel D. Sokoloff, M.D., Director

/s/ H. Gearl Gore                      May 10, 1999              /s/ William F. Spitznagel         May 10, 1999
--------------------------------------                          ---------------------------------

H. Gearl Gore, Director                                         William F. Spitznagel, Director

/s/Fred A. Greene                      May 10, 1999              /s/ Bruce E. Wiita                May 10, 1999
--------------------------------------                          ---------------------------------

Fred A. Greene, Director                                        Bruce E. Wiita, Director

/s/ R. Randy Guemple                   May 10, 1999              /s/ William Wolfson               May 10, 1999
--------------------------------------                          ---------------------------------

R. Randy Guemple, Director                                      William Wolfson, Director

/s/ Eugene W. Hughes, Jr.              May 10, 1999
--------------------------------------

Eugene W. Hughes, Jr., Director

/s/ Thomas J. Langan, Jr.              May 10, 1999
--------------------------------------

Thomas J. Langan, Jr, Director

/s/ Lennart Lindahl                    May 10, 1999
--------------------------------------

Lennart Lindahl, Director
INDEX TO EXHIBITS

Exhibit                 Exhibit
Number

5                       Opinion of Morgan, Lewis & Bockius LLP.

23.2                    Consent of Ernst & Young LLP

23.3                    Consent of Deloitte & Touche LLP

23.4                    Consent of KPMG Peat Marwick LLP
Exhibit 5

May 10, 1999

Republic Security Financial Corporation
450 South Australian Avenue
West Palm Beach, Florida 33401

Re: Republic Security Financial Corporation -- 
    Registration Statement on Form S-8

Ladies and Gentlemen:

As your counsel,  we have assisted in the  preparation  of the  above-referenced
Registration  Statement on Form S-8 (the  "Registration  Statement")  for filing
with the  Securities and Exchange  Commission  pursuant to the Securities Act of
1933,  as  amended  (the  "Act"),  and the  rules  and  regulations  promulgated
thereunder.

The  Registration  Statement  relates to 3,000,000  shares of Common Stock,  par
value  $0.01 per share (the  "Common  Stock"),  of Republic  Security  Financial
Corporation  (the  "Company"),   which  may  be  issued  pursuant  to  the  1997
Performance Incentive Plan (the "Plan").

As  counsel  for the  Company,  we  have  examined  the  Company's  Articles  of
Incorporation, as amended, Bylaws, as amended, minutes and such other documents,
and have  made such  inquiries  of the  Company's  officers,  as we have  deemed
appropriate.  In  our  examination,  we  have  assumed  the  genuineness  of all
signatures,  the authenticity of all items submitted to us as originals, and the
conformity with originals of all items submitted to us as copies.

Based upon the  foregoing,  it is our opinion that the  Company's  Common Stock,
upon issuance in accordance  with the terms of the Plan, will be validly issued,
fully paid and non-assessable.

We hereby  consent to the use of this  opinion as Exhibit 5 to the  Registration
Statement.

Very truly yours,

/s/Morgan, Lewis & Bockius LLP
Exhibit 23.2

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in this Registration  Statement for
the registration of 3,000,000 shares of Republic Security Financial  Corporation
common  stock  of  our  report  dated  March  15,  1999,  with  respect  to  the
consolidated financial statements of Republic Security Financial Corporation and
Subsidiaries  included  in its  Annual  Report on Form  10-K for the year  ended
December 31, 1998, filed with the Securities and Exchange Commission.

                                                         /s/ Ernst & Young LLP

West Palm Beach, Florida
May 6, 1999
Exhibit 23.3

                       CONSENT OF INDEPENDENT ACCOUNTANTS

         We consent  to the  incorporation  by  reference  in this  Registration
Statement of Republic Security  Financial  Corporation on Form S-8 of our report
dated  February 21, 1997  (relating to the  consolidated  statements  of income,
stockholders' equity and cash flows of County Financial Corporation for the year
ended December 31, 1996, not presented separately in the Form 10-K) appearing in
the annual report on Form 10-K of Republic  Security  Financial  Corporation for
the year ended December 31, 1998.

                                                  /s/ Deloitte & Touche LLP
                                                  -------------------------
                                                  West Palm Beach, Florida
                                                  May 10, 1999
Exhibit 24.4

                       CONSENT OF INDEPENDENT ACCOUNTANTS

         We consent  to the  incorporation  by  reference  in this  Registration
Statement (No. not yet determined ) on Form S-8 of Republic  Security  Financial
Corporation of our report dated October 29, 1997  (relating to the  consolidated
balance sheet as of September 30, 1997 and the related  consolidated  statements
of income,  stockholders' equity and cash flows of Unifirst Federal Savings Bank
and  subsidiaries  for the years ended September 30, 1997 and 1996) appearing in
the annual report on Form 10-K of Republic  Security  Financial  Corporation for
the year ended December 31, 1998.

                                                   /s/ KPMG Peat Marwick LLP
                                                   ---------------------------
                                                   Fort Lauderdale, Florida
                                                   May 4, 1999