As filed with the Securities and Exchange Commission on November 3, 1998

                                               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 of Incorpo(I.R.S. Employer Identification No.)
          or Organization)


         4400 CONGRESS AVENUE
        WEST PALM BEACH,FLORIDA                       33407
(Address of principal executive offices)           (Zip Code)

      CERTAIN  OPTIONS  ISSUED BY REPUBLIC  SECURITY  FINANCIAL  CORPORATION  TO
     CERTAIN FORMER OFFICERS AND DIRECTORS OF FIRST PALM BEACH BANCORP, INC.
                            (Full title of the plan)

                                 RUDY E. SCHUPP
                              4400 CONGRESS AVENUE
                         WEST PALM BEACH, FLORIDA 33407
                     (Name and address of agent for service)

                                 (561) 840-1200
          (Telephone number, including area code, of agent for service)

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


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

<S>                                 <C>                       <C>                         <C>                       <C> 
                                                              Proposed maximum            Proposed maximum
    Title of securities             Amount to be               offering price                aggregate               Amount of
     to be registered                registered                per share (1)               offering price          registration fee
Common Stock, par                    1,387,760                    $8.9065                   $12,360,084             $3,436.10
value $0.01 per share
===========================  ==========================  ===========================================================================
<FN>

(1)      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  November 2, 1998,  as reported by the NASDAQ  National
         Market.
</FN>
</TABLE>

         This Registration Statement on Form S-8 (the "Registration  Statement")
filed by Republic Security Financial  Corporation (the "Registrant")  relates to
1,387,760  shares (the  "Shares") of the  Registrant's  Common Stock,  par value
$0.01 per share (the  "Common  Stock"),  issuable  upon the  exercise of certain
options (the  "Options")  granted under the Options  issued by the Registrant to
Certain  Former  Officers  and  Directors  of First  Palm  Beach  Bancorp,  Inc.
("FPBB").
-------------------------------------------------------------------------------



MI01A/72445.3
                                                                 0

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents, as filed by the Registrant with the Securities and
Exchange  Commission (the  "Commission"),  are incorporated by reference in this
Registration Statement:

     (a) Annual  Report on Form 10-K,  filed  with the  Commission  on March 25,
1998, for the fiscal year ended December 31, 1997;

     (b) Current Report on Form 8-K, filed with the Commission on July 10, 1998;

     (c) Quarterly  Report on Form 10-Q filed with the  Commission on August 14,
1998, for the quarter ended June 30, 1998; and

     (d) Current  report on Form 8-K,  filed with the  Commission on October 29,
1998.

     (e) The  description of the Common Stock of the Registrant set forth in the
"Description of Securities"  included in the Registration  Statement on Form S-1
(No.  33-62847) filed with the Commission and declared  effective on November 6,
1995.

     All  reports  and  other  documents  filed by the  Registrant  and the Plan
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, after the date of this  registration  statement and prior to the filing
of a post-effective  amendment that indicates that all securities offered hereby
have been sold or that deregisters all securities then remaining  unsold,  shall
be deemed to be incorporated by reference  herein and to be part hereof from the
date of filing of such documents.

     Any  statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded  for purposes  hereof to the extent
that a statement  contained herein (or in any other  subsequently filed document
that is also  incorporated  by reference  herein)  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded, to constitute a part hereof.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     The  consolidated  financial  statements  of  Republic  Security  Financial
Corporation  at  December  31,  1997 and 1996,  and the for the two years in the
period ended  December  31, 1997,  and the  nine-month  transition  period ended
December 31, 1995,  appearing in RSFC's  Annual Report on Form 10-K for the year
ended  December  31, 1997,  have been audited by Ernst & Young LLP,  independent
certified  public  accountants,  as set forth in their report  thereon  included
therein  and  incorporated  herein  by  reference  which is based in part on the
report  of  other  certified  public  accountants  Deloitte  & Touch  LLP.  Such
consolidated  financial  statements  are  incorporated  herein by  reference  in
reliance  upon such reports given upon the authority of such firms as experts in
accounting and auditing. The Registrant has retained Morgan, Lewis & Bockius LLP
to render a legal opinion  regarding the validity of securities  offered  hereby
and to  provide  legal  advice  in  matters  related  to the  offering  of  such
securities.




MI01A/72445.3
                                                         1

<PAGE>



Item 6.  Indemnification of Directors and Officers.

         Section  607.0850 of the Florida  Business  Corporation  Act empowers a
corporation,  subject to certain limitations, to indemnify any person who was or
is a party to any proceeding by reason of the fact that he was or is a director,
officer,  employee or agent of the corporation,  against  liability and expenses
actually and  reasonably  incurred by him in  connection  with such  proceeding,
including any appeal thereof,  if such party acted in good faith and in a manner
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
corporation,  and,  with  respect to a  criminal  action or  proceeding,  had no
reasonable cause to believe his or her conduct to have been unlawful.

         The Registrant's bylaws (the "Bylaws") provide as follows:


                                   ARTICLE VII
                     Indemnification of Directors, Officers,
                              Employees and Agents

         Section  7.01.   Directors,   Officers,   Employees  and  Agents.   The
corporation shall indemnify any person who was or is a party or is threatened to
be made a party  (which  shall  include  the  giving  of  testimony  or  similar
involvement) to any threatened, pending or completed action, suit or proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by, or in the right of the  corporation) by reason of the fact that he or she is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent of any  other  corporation,  partnership,  joint  venture,  trust or other
enterprise against expenses (including attorneys' fees),  judgments,  fines, and
amounts paid in  settlement  actually and  reasonably  incurred by him or her in
connection with such action,  suit or proceeding,  including any appeal thereof,
if he or she acted in good faith in a manner he or she reasonably believed to be
in, or not opposed to the best interests of the corporation, and with respect to
any criminal action or proceedings,  had no reasonable cause to believe that his
or her conduct was unlawful.  The termination of any action,  suit or proceeding
by judgment, order, settlement,  conviction or upon a plea of nolo contendere or
its equivalent  shall not create,  of itself,  a presumption that the person did
not act in good faith or in a manner which he or she  reasonably  believed to be
in, or not opposed to, the best interest of the  corporation or, with respect to
any criminal action or proceeding,  had reasonable  cause to believe that his or
her conduct was unlawful.

         The corporation shall indemnify any person who was or is a party, or is
threatened  to be made a party (which  shall  include the giving of testimony or
similar involvement), to any threatened,  pending or completed action or suit by
or in the right of the  corporation to procure a judgment in its favor by reason
of the fact that he or she is or was a director,  officer,  employee or agent of
the  corporation  or is or was  serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees),
judgments,  fines and amounts  paid in  settlement  (to the extent  permitted by
law), including any appeal thereof.  Such indemnification shall be authorized if
such person acted in good faith and in a manner he or she reasonably believed to
be in, or not opposed to, the best interests of the corporation,  except that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such person shall have been adjudged to be liable unless,  and only to the
extent that, the court in which such proceeding was brought,  or any other court
of competent  jurisdiction,  shall determine upon application that,  despite the
adjudication  of liability but in view of all  circumstances  of the case,  such
person is fairly and  reasonably  entitled to indemnity for such expenses  which
such court shall deem proper.

         Section  7.02.  Expenses.  To  the  extent  that a  director,  officer,
employee  or agent of the  corporation  has been  successful  on the  merits  or
otherwise in defense of any action,  suit or proceeding referred to above, or in
any  defense  of any  claim,  issue or matter  therein,  the  corporation  shall
indemnify such person against expenses (including  attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.

     Section 7.03.  Determination  of Standard of Conduct.  Any  indemnification
hereunder,  unless pursuant to a determination by a court,  shall be made by the
corporation as authorized upon a determination that indemnification of
MI01A/72445.3
                                                         2

<PAGE>



the director,  officer, employee or agent is proper in the circumstances because
such person has met the  applicable  standard of conduct set forth  above.  Such
determination  shall be made either (1) by the board of  directors by a majority
vote  of a  quorum  consisting  of  directors  who  were  not  parties  to  such
proceeding,  (2) by majority vote of a committee duly designated by the board of
directors  consisting  of two or more  directors  not at the time parties to the
proceeding, (3) by the shareholders who were not parties to such action, suit or
proceedings, or (4) by independent legal counsel selected in accordance with the
provisions of the Florida Business Corporation Act in a written opinion.

         Section 7.04.  Advance  Expenses.  Expenses  including  attorney's fees
incurred  in  defending  any  action,  suit  or  proceeding  may be  paid by the
corporation  in  advance  of the  final  disposition  of  such  action,  suit or
proceeding  as authorized  in the manner  provided  above or upon receipt of any
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount,  unless it shall  ultimately  be  determined  that he or she is not
entitled to be indemnified by the corporation as authorized herein.

         Section 7.05. Benefit. The indemnification provided by this Article VII
shall be in  addition to the  indemnification  rights  provided  pursuant to the
Florida Business  Corporation Act and shall not be deemed exclusive of any other
rights to which person seeking indemnification may be entitled under any by law,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action  in such  person's  official  capacity  and as to  action  in  another
capacity  while holding such office,  and shall  continue as to a person who has
ceased to be a director, officer, employee or agent of the corporation and shall
inure to the  benefit  of the  heirs,  executors  and  administrators  of such a
person.

         Section 7.06. Insurance. The corporation shall be empowered to purchase
and  maintain  insurance  on  behalf  of any  person  who is or was a  director,
officer,  employee  or  agent of the  corporation  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint  venture,  trust or other  enterprise  against
liability  asserted  against  such person and incurred by him or her in any such
capacity  or  arising  out of his or her  status  as  such,  whether  or not the
corporation would have the power to indemnify such person against such liability
under the provisions contained herein.

         Section 7.07. No Rights of Subrogation. Indemnification herein shall be
a personal right and, the corporation shall have no liability under this Article
VII to any insurer or any person, corporation,  partnership,  association, trust
or other  entity  (other than the heirs,  executors  or  administrators  of such
person) by reason of subrogation, assignment or succession by any other means to
the claim of any person to indemnification hereunder.

         Section 7.08.  Indemnification  for Past Directors.  Indemnification as
provided in this  section  shall  continue as to a person who has ceased to be a
director,  officer,  employee  or agent and shall  inure to the  benefit  of the
heirs, executors and administrators of such a person.

         Section  7.09.  Affiliates.  For  the  purposes  of this  Article  VII,
references to "the corporation" include all constituent corporations absorbed in
a consolidation or merger, as well as the resulting or surviving corporation, so
that  any  person  who is or was  serving  at the  request  of such  constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture,  trust or other  enterprise shall stand in the same
position  under the provisions of this Article VII with respect to the resulting
or  surviving  corporation  as such  person  would if he or she had  served  the
resulting or surviving corporation in the same capacity.

         Section 7.10. Reliance and  Non-Exclusivity.  Each person who shall act
as an authorized  representative  of the corporation shall be deemed to be doing
so in  reliance  upon such  rights of  indemnification  as are  provided in this
Article VII.

         Section 7.11. Other  Indemnifications.  The corporation  shall have the
power to make any other or further  indemnification,  except an  indemnification
against gross negligence or willful misconduct, under any bylaw, agreement, vote
of shareholders or disinterested  directors, or otherwise,  both as to action in
an official  capacity and as to action in another  capacity  while  holding such
office.

MI01A/72445.3
                                                         3

<PAGE>



         Section 7.12.  Amendments.  The provisions of this Article VII relating
to  indemnification  and to the  advancement  of  expenses  shall  constitute  a
contract  between the  corporation  and each of its directors and officers which
may be modified as to any director or officer only with that person's consent or
as specifically provided in this section. Notwithstanding any other provision of
these bylaws relating to their amendment  generally,  any repeal or amendment of
this Article VII which is adverse to any director or officer shall apply to such
director or officer only on a prospective  basis, and shall not limit the rights
of a director or officer to  indemnification  or to the  advancement of expenses
with respect to any action or failure to act occurring prior to the time of such
repeal or amendment.

         The Bylaws are not  exclusive  of any other  rights to which any person
seeking indemnification from the Registrant may be entitled.

         Pursuant to Florida  law,  the  Registrant  may  purchase  and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the  Registrant,  or is or was serving at the request of the Registrant
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, against any liability asserted against
him and  incurred  by him in any such  capacity,  or  arising  out of his or her
status as such,  whether or not the registrant would have the power to indemnify
him against such  liability  under the  applicable  provisions  of the Bylaws or
applicable  law. The  Registrant  currently  has in place an insurance  contract
covering the liability of directors and officers as permitted under Florida law.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The  exhibits  filed  as  part of this  Registration  Statement  are as
follows:


Exhibit    Exhibit
Number
5          Opinion of Morgan, Lewis & Bockius LLP regarding legality of 
           securities  being registered
23.1       Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed
           as Exhibit 5)
23.2       Consent of Ernst & Young LLP
23.3       Consent of Deloitte & Touche LLP


Item 9.  Undertakings.

         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  to  include  any
prospectus required by Section 10(a)(3) of the Securities Act of 1933;

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933;

     (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; and

MI01A/72445.3
                                                         4

<PAGE>



                  (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 subparagraphs (a)(1)(i) and (a)(1)(ii)
of this  section do not apply if the  information  required  to be included in a
post-effective amendment by those subparagraphs is contained in periodic reports
filed  by  the  Registrant  pursuant  to  Section  13 or  Section  15(d)  of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, 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  that remain  unsold at the
termination of the offering.

         The undersigned  Registrant  hereby undertakes that, for the purpose of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange Act of 1934 (and each filing of an employee  benefit plan's
annual report pursuant to Section 15(d) of the Securities  Exchange Act of 1934)
that is incorporated by reference in this registration statement shall be deemed
to be a new registration statement relating to the securities offered herein and
the offering of such  securities  at that time shall be deemed to be the initial
bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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  Securities and Exchange
Commission such indemnification is against public policy as expressed in the

         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 Act and will
be governed by the final adjudication of such issue.

MI01A/72445.3
                                                         5

<PAGE>



                                                    SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of West Palm Beach, State of Florida on November 3,
1998.

                                         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,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.  Each person whose signature appears below
authorizes and appoints Rudy E. Schupp as his  attorney-in-fact to sign and file
on his behalf,  in each capacity  stated below,  any and all  amendments to this
registration statement.


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

Signature                                   Title                                   Date

                                                                                   October 3, 1998
/s/Rudy E. Schupp                                Chairman of the Board, Chief      
Rudy E. Schupp                                Executive Officer and Director
                                               (Principal Executive Officer)

/s/Richard J. Haskins                    Executive Vice President and Director     October 3, 1998
Richard J. Haskins                                 (Principal Financial
                                                  and Accounting Officer)

/s/Paula Berliner                                        Director                  October 3, 1998
Paula Berliner

/s/Thomas F. Carney                                      Director                  October 3, 1998
Dr. Thomas F. Carney

/s/Joseph D. Cesarotti                                   Director                  October 3, 1998
Joseph D. Cesarotti



MI01A/72445.3
                                                        S-1

<PAGE>





/s/H. Gearl Gore                                        Director                   October 3, 1998
H. Gearl Gore

/s/Eugene W. Hughes, Jr.                                Director                   October 3, 1998
Eugene W. Hughes, Jr.

/s/Thomas J. Langan, Jr.                                Director                   October 3, 1998
Thomas J. Langan, Jr.

/s/Lennart E. Lindahl, Jr.                              Director                   October 3, 1998
Lennart E. Lindahl, Jr.

/s/Mary McCarty                                         Director                   October 3, 1998
Mary McCarty


/s/Carol R. Owen                                        Director                  October 3, 1998
Carol R. Owen

/s/Victor H. Siegel                                     Director                   October 3, 1998
Victor H. Siegel

/s/William F. Spitznagel                                Director                  October 3, 1998
William F. Spitznagel

/s/Bruce E. Wiita                                       Director                  October 3, 1998
Bruce E. Wiita


/s/William Wolfson                                      Director                  October 3, 1998
William Wolfson

</TABLE>

MI01A/72445.3
                                                        S-2

<PAGE>



                                                 INDEX TO EXHIBITS


Exhibit   Exhibit
Number
5         Opinion of Morgan, Lewis & Bockius LLP regarding legality of 
          securities being registered
23.1      Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed 
          as Exhibit 5)
23.2      Consent of Ernst & Young LLP
23.3      Consent of Deloitte & Touche LLP


MI01A/72445.3
                                                        S-3

<PAGE>



                                                                Exhibit 5

                               [On Morgan, Lewis & Bockius LLP Letterhead]

 November 3, 1998



Republic Security Financial Corporation
4400 Congress Avenue
West Palm Beach, Florida 33407

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 1,387,760  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 certain  option
agreements  entered  into  between the Company and certain  former  officers and
directors of First Palm Beach Bancorp  ("FPBB") in connection with the merger of
FPBB with and into Republic Security Bank (the "Bank").

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  Merger,  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

MI01A/72445.3
                                                        S-4

<PAGE>



                                                                  Exhibit 23.1


                                      CONSENT OF MORGAN, LEWIS & BOCKIUS LLP

         We consent to the  reference  to our firm under the  caption  "Experts"
included in this  Registration  Statement on Form S-8 filed by Republic Security
Financial Corporation for the Registration of 1,387,760 shares of Common Stock.


MORGAN, LEWIS & BOCKIUS LLP


Miami, Florida
November 3, 1998



MI01A/72445.3
                                                        S-1

<PAGE>



                                                              Exhibit 23.2
               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


                          [On Ernst & Young Letterhead]




To Republic Security Financial Corporation:

     We consent to the  reference  to our firm under the caption  "Interests  of
Named Experts and Counsel" in the Registration Statement (Form S-8 No. ) for the
registration of shares of Republic Security  Financial  Corporation common stock
and to the  incorporation by reference  therein of our report dated February 16,
1998,  except  for the first and  second  paragraphs  of Note 20 as to which the
dates are March 9, 1998 and March 19,  1998,  respectively,  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, 1997, filed with the Securities and Exchange Commission.


                                                         /s/ Ernst & Young LLP

West Palm Beach, Florida
October 29, 1998


MI01A/72445.3
                                                        S-2

<PAGE>


                                                                 Exhibit 23.3


                       CONSENT OF INDEPENDENT ACCOUNTANTS


                      (On Deloitte & Touche LLP Letterhead)




     We consent to the incorporation by reference in this Registration Statement
(Form S-8 No. 333- ) of Republic  Security  Financial  Corporation of our report
dated  February  21,  1997  (relating  to the  consolidated  balance  sheet  and
consolidated statements of income, stockholders' equity and cash flows of County
Financial  Corporation  as of and for the year ended  December  31, 1996 and the
nine months ended December 31, 1995, not presented  separately herein) appearing
in the annual report on Form 10-K of Republic Security Financial Corporation for
the year ended December 31, 1997, and to us under the heading "Interest of Named
Experts and Counsel", which is part of such Registration Statement.


                                                      /s/ Deloitte & Touche LLP

West Palm Beach, Florida
November 3,1998


MI01A/72445.3
                                       S-3

<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 32686}]
{"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": "333-66743", "film-number": "98737194"}, "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 November 3, 1998

                                               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 of Incorpo(I.R.S. Employer Identification No.)
          or Organization)

         4400 CONGRESS AVENUE
        WEST PALM BEACH,FLORIDA                       33407
(Address of principal executive offices)           (Zip Code)

      CERTAIN  OPTIONS  ISSUED BY REPUBLIC  SECURITY  FINANCIAL  CORPORATION  TO
     CERTAIN FORMER OFFICERS AND DIRECTORS OF FIRST PALM BEACH BANCORP, INC.
                            (Full title of the plan)

                                 RUDY E. SCHUPP
                              4400 CONGRESS AVENUE
                         WEST PALM BEACH, FLORIDA 33407
                     (Name and address of agent for service)

                                 (561) 840-1200
          (Telephone number, including area code, of agent for service)

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

                                   COPIES TO:
                            Kara L. MacCullough, Esq.
                           Morgan, Lewis & Bockius LLP
                          200 South Biscayne Boulevard
                            Miami, Florida 33131-2339
                                 (305) 579-0446
===========================  ==========================  ===========================================================================
                         CALCULATION OF REGISTRATION FEE
Proposed maximum            Proposed maximum
    Title of securities             Amount to be               offering price                aggregate               Amount of
     to be registered                registered                per share (1)               offering price          registration fee
Common Stock, par                    1,387,760                    $8.9065                   $12,360,084             $3,436.10
value $0.01 per share
===========================  ==========================  ===========================================================================
(1)      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  November 2, 1998,  as reported by the NASDAQ  National
         Market.
This Registration Statement on Form S-8 (the "Registration  Statement")
filed by Republic Security Financial  Corporation (the "Registrant")  relates to
1,387,760  shares (the  "Shares") of the  Registrant's  Common Stock,  par value
$0.01 per share (the  "Common  Stock"),  issuable  upon the  exercise of certain
options (the  "Options")  granted under the Options  issued by the Registrant to
Certain  Former  Officers  and  Directors  of First  Palm  Beach  Bancorp,  Inc.
("FPBB").
-------------------------------------------------------------------------------

MI01A/72445.3
                                                                 0
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents, as filed by the Registrant with the Securities and
Exchange  Commission (the  "Commission"),  are incorporated by reference in this
Registration Statement:

     (a) Annual  Report on Form 10-K,  filed  with the  Commission  on March 25,
1998, for the fiscal year ended December 31, 1997;

     (b) Current Report on Form 8-K, filed with the Commission on July 10, 1998;

     (c) Quarterly  Report on Form 10-Q filed with the  Commission on August 14,
1998, for the quarter ended June 30, 1998; and

     (d) Current  report on Form 8-K,  filed with the  Commission on October 29,
1998.

     (e) The  description of the Common Stock of the Registrant set forth in the
"Description of Securities"  included in the Registration  Statement on Form S-1
(No.  33-62847) filed with the Commission and declared  effective on November 6,
1995.

     All  reports  and  other  documents  filed by the  Registrant  and the Plan
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, after the date of this  registration  statement and prior to the filing
of a post-effective  amendment that indicates that all securities offered hereby
have been sold or that deregisters all securities then remaining  unsold,  shall
be deemed to be incorporated by reference  herein and to be part hereof from the
date of filing of such documents.

     Any  statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded  for purposes  hereof to the extent
that a statement  contained herein (or in any other  subsequently filed document
that is also  incorporated  by reference  herein)  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded, to constitute a part hereof.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     The  consolidated  financial  statements  of  Republic  Security  Financial
Corporation  at  December  31,  1997 and 1996,  and the for the two years in the
period ended  December  31, 1997,  and the  nine-month  transition  period ended
December 31, 1995,  appearing in RSFC's  Annual Report on Form 10-K for the year
ended  December  31, 1997,  have been audited by Ernst & Young LLP,  independent
certified  public  accountants,  as set forth in their report  thereon  included
therein  and  incorporated  herein  by  reference  which is based in part on the
report  of  other  certified  public  accountants  Deloitte  & Touch  LLP.  Such
consolidated  financial  statements  are  incorporated  herein by  reference  in
reliance  upon such reports given upon the authority of such firms as experts in
accounting and auditing. The Registrant has retained Morgan, Lewis & Bockius LLP
to render a legal opinion  regarding the validity of securities  offered  hereby
and to  provide  legal  advice  in  matters  related  to the  offering  of  such
securities.

MI01A/72445.3
                                                         1
Item 6.  Indemnification of Directors and Officers.

         Section  607.0850 of the Florida  Business  Corporation  Act empowers a
corporation,  subject to certain limitations, to indemnify any person who was or
is a party to any proceeding by reason of the fact that he was or is a director,
officer,  employee or agent of the corporation,  against  liability and expenses
actually and  reasonably  incurred by him in  connection  with such  proceeding,
including any appeal thereof,  if such party acted in good faith and in a manner
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
corporation,  and,  with  respect to a  criminal  action or  proceeding,  had no
reasonable cause to believe his or her conduct to have been unlawful.

         The Registrant's bylaws (the "Bylaws") provide as follows:

                                   ARTICLE VII
                     Indemnification of Directors, Officers,
                              Employees and Agents

         Section  7.01.   Directors,   Officers,   Employees  and  Agents.   The
corporation shall indemnify any person who was or is a party or is threatened to
be made a party  (which  shall  include  the  giving  of  testimony  or  similar
involvement) to any threatened, pending or completed action, suit or proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by, or in the right of the  corporation) by reason of the fact that he or she is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent of any  other  corporation,  partnership,  joint  venture,  trust or other
enterprise against expenses (including attorneys' fees),  judgments,  fines, and
amounts paid in  settlement  actually and  reasonably  incurred by him or her in
connection with such action,  suit or proceeding,  including any appeal thereof,
if he or she acted in good faith in a manner he or she reasonably believed to be
in, or not opposed to the best interests of the corporation, and with respect to
any criminal action or proceedings,  had no reasonable cause to believe that his
or her conduct was unlawful.  The termination of any action,  suit or proceeding
by judgment, order, settlement,  conviction or upon a plea of nolo contendere or
its equivalent  shall not create,  of itself,  a presumption that the person did
not act in good faith or in a manner which he or she  reasonably  believed to be
in, or not opposed to, the best interest of the  corporation or, with respect to
any criminal action or proceeding,  had reasonable  cause to believe that his or
her conduct was unlawful.

         The corporation shall indemnify any person who was or is a party, or is
threatened  to be made a party (which  shall  include the giving of testimony or
similar involvement), to any threatened,  pending or completed action or suit by
or in the right of the  corporation to procure a judgment in its favor by reason
of the fact that he or she is or was a director,  officer,  employee or agent of
the  corporation  or is or was  serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees),
judgments,  fines and amounts  paid in  settlement  (to the extent  permitted by
law), including any appeal thereof.  Such indemnification shall be authorized if
such person acted in good faith and in a manner he or she reasonably believed to
be in, or not opposed to, the best interests of the corporation,  except that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such person shall have been adjudged to be liable unless,  and only to the
extent that, the court in which such proceeding was brought,  or any other court
of competent  jurisdiction,  shall determine upon application that,  despite the
adjudication  of liability but in view of all  circumstances  of the case,  such
person is fairly and  reasonably  entitled to indemnity for such expenses  which
such court shall deem proper.

         Section  7.02.  Expenses.  To  the  extent  that a  director,  officer,
employee  or agent of the  corporation  has been  successful  on the  merits  or
otherwise in defense of any action,  suit or proceeding referred to above, or in
any  defense  of any  claim,  issue or matter  therein,  the  corporation  shall
indemnify such person against expenses (including  attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.

     Section 7.03.  Determination  of Standard of Conduct.  Any  indemnification
hereunder,  unless pursuant to a determination by a court,  shall be made by the
corporation as authorized upon a determination that indemnification of
MI01A/72445.3
                                                         2
the director,  officer, employee or agent is proper in the circumstances because
such person has met the  applicable  standard of conduct set forth  above.  Such
determination  shall be made either (1) by the board of  directors by a majority
vote  of a  quorum  consisting  of  directors  who  were  not  parties  to  such
proceeding,  (2) by majority vote of a committee duly designated by the board of
directors  consisting  of two or more  directors  not at the time parties to the
proceeding, (3) by the shareholders who were not parties to such action, suit or
proceedings, or (4) by independent legal counsel selected in accordance with the
provisions of the Florida Business Corporation Act in a written opinion.

         Section 7.04.  Advance  Expenses.  Expenses  including  attorney's fees
incurred  in  defending  any  action,  suit  or  proceeding  may be  paid by the
corporation  in  advance  of the  final  disposition  of  such  action,  suit or
proceeding  as authorized  in the manner  provided  above or upon receipt of any
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount,  unless it shall  ultimately  be  determined  that he or she is not
entitled to be indemnified by the corporation as authorized herein.

         Section 7.05. Benefit. The indemnification provided by this Article VII
shall be in  addition to the  indemnification  rights  provided  pursuant to the
Florida Business  Corporation Act and shall not be deemed exclusive of any other
rights to which person seeking indemnification may be entitled under any by law,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action  in such  person's  official  capacity  and as to  action  in  another
capacity  while holding such office,  and shall  continue as to a person who has
ceased to be a director, officer, employee or agent of the corporation and shall
inure to the  benefit  of the  heirs,  executors  and  administrators  of such a
person.

         Section 7.06. Insurance. The corporation shall be empowered to purchase
and  maintain  insurance  on  behalf  of any  person  who is or was a  director,
officer,  employee  or  agent of the  corporation  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint  venture,  trust or other  enterprise  against
liability  asserted  against  such person and incurred by him or her in any such
capacity  or  arising  out of his or her  status  as  such,  whether  or not the
corporation would have the power to indemnify such person against such liability
under the provisions contained herein.

         Section 7.07. No Rights of Subrogation. Indemnification herein shall be
a personal right and, the corporation shall have no liability under this Article
VII to any insurer or any person, corporation,  partnership,  association, trust
or other  entity  (other than the heirs,  executors  or  administrators  of such
person) by reason of subrogation, assignment or succession by any other means to
the claim of any person to indemnification hereunder.

         Section 7.08.  Indemnification  for Past Directors.  Indemnification as
provided in this  section  shall  continue as to a person who has ceased to be a
director,  officer,  employee  or agent and shall  inure to the  benefit  of the
heirs, executors and administrators of such a person.

         Section  7.09.  Affiliates.  For  the  purposes  of this  Article  VII,
references to "the corporation" include all constituent corporations absorbed in
a consolidation or merger, as well as the resulting or surviving corporation, so
that  any  person  who is or was  serving  at the  request  of such  constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture,  trust or other  enterprise shall stand in the same
position  under the provisions of this Article VII with respect to the resulting
or  surviving  corporation  as such  person  would if he or she had  served  the
resulting or surviving corporation in the same capacity.

         Section 7.10. Reliance and  Non-Exclusivity.  Each person who shall act
as an authorized  representative  of the corporation shall be deemed to be doing
so in  reliance  upon such  rights of  indemnification  as are  provided in this
Article VII.

         Section 7.11. Other  Indemnifications.  The corporation  shall have the
power to make any other or further  indemnification,  except an  indemnification
against gross negligence or willful misconduct, under any bylaw, agreement, vote
of shareholders or disinterested  directors, or otherwise,  both as to action in
an official  capacity and as to action in another  capacity  while  holding such
office.

MI01A/72445.3
                                                         3
Section 7.12.  Amendments.  The provisions of this Article VII relating
to  indemnification  and to the  advancement  of  expenses  shall  constitute  a
contract  between the  corporation  and each of its directors and officers which
may be modified as to any director or officer only with that person's consent or
as specifically provided in this section. Notwithstanding any other provision of
these bylaws relating to their amendment  generally,  any repeal or amendment of
this Article VII which is adverse to any director or officer shall apply to such
director or officer only on a prospective  basis, and shall not limit the rights
of a director or officer to  indemnification  or to the  advancement of expenses
with respect to any action or failure to act occurring prior to the time of such
repeal or amendment.

         The Bylaws are not  exclusive  of any other  rights to which any person
seeking indemnification from the Registrant may be entitled.

         Pursuant to Florida  law,  the  Registrant  may  purchase  and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the  Registrant,  or is or was serving at the request of the Registrant
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, against any liability asserted against
him and  incurred  by him in any such  capacity,  or  arising  out of his or her
status as such,  whether or not the registrant would have the power to indemnify
him against such  liability  under the  applicable  provisions  of the Bylaws or
applicable  law. The  Registrant  currently  has in place an insurance  contract
covering the liability of directors and officers as permitted under Florida law.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The  exhibits  filed  as  part of this  Registration  Statement  are as
follows:

Exhibit    Exhibit
Number
5          Opinion of Morgan, Lewis & Bockius LLP regarding legality of 
           securities  being registered
23.1       Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed
           as Exhibit 5)
23.2       Consent of Ernst & Young LLP
23.3       Consent of Deloitte & Touche LLP

Item 9.  Undertakings.

         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  to  include  any
prospectus required by Section 10(a)(3) of the Securities Act of 1933;

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933;

     (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; and

MI01A/72445.3
                                                         4
(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 subparagraphs (a)(1)(i) and (a)(1)(ii)
of this  section do not apply if the  information  required  to be included in a
post-effective amendment by those subparagraphs is contained in periodic reports
filed  by  the  Registrant  pursuant  to  Section  13 or  Section  15(d)  of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, 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  that remain  unsold at the
termination of the offering.

         The undersigned  Registrant  hereby undertakes that, for the purpose of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange Act of 1934 (and each filing of an employee  benefit plan's
annual report pursuant to Section 15(d) of the Securities  Exchange Act of 1934)
that is incorporated by reference in this registration statement shall be deemed
to be a new registration statement relating to the securities offered herein and
the offering of such  securities  at that time shall be deemed to be the initial
bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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  Securities and Exchange
Commission such indemnification is against public policy as expressed in the

         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 Act and will
be governed by the final adjudication of such issue.

MI01A/72445.3
                                                         5
SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of West Palm Beach, State of Florida on November 3,
1998.

                                         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,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.  Each person whose signature appears below
authorizes and appoints Rudy E. Schupp as his  attorney-in-fact to sign and file
on his behalf,  in each capacity  stated below,  any and all  amendments to this
registration statement.
Signature                                   Title                                   Date

                                                                                   October 3, 1998
/s/Rudy E. Schupp                                Chairman of the Board, Chief      
Rudy E. Schupp                                Executive Officer and Director
                                               (Principal Executive Officer)

/s/Richard J. Haskins                    Executive Vice President and Director     October 3, 1998
Richard J. Haskins                                 (Principal Financial
                                                  and Accounting Officer)

/s/Paula Berliner                                        Director                  October 3, 1998
Paula Berliner

/s/Thomas F. Carney                                      Director                  October 3, 1998
Dr. Thomas F. Carney

/s/Joseph D. Cesarotti                                   Director                  October 3, 1998
Joseph D. Cesarotti

MI01A/72445.3
                                                        S-1
/s/H. Gearl Gore                                        Director                   October 3, 1998
H. Gearl Gore

/s/Eugene W. Hughes, Jr.                                Director                   October 3, 1998
Eugene W. Hughes, Jr.

/s/Thomas J. Langan, Jr.                                Director                   October 3, 1998
Thomas J. Langan, Jr.

/s/Lennart E. Lindahl, Jr.                              Director                   October 3, 1998
Lennart E. Lindahl, Jr.

/s/Mary McCarty                                         Director                   October 3, 1998
Mary McCarty

/s/Carol R. Owen                                        Director                  October 3, 1998
Carol R. Owen

/s/Victor H. Siegel                                     Director                   October 3, 1998
Victor H. Siegel

/s/William F. Spitznagel                                Director                  October 3, 1998
William F. Spitznagel

/s/Bruce E. Wiita                                       Director                  October 3, 1998
Bruce E. Wiita

/s/William Wolfson                                      Director                  October 3, 1998
William Wolfson
MI01A/72445.3
                                                        S-2
INDEX TO EXHIBITS

Exhibit   Exhibit
Number
5         Opinion of Morgan, Lewis & Bockius LLP regarding legality of 
          securities being registered
23.1      Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed 
          as Exhibit 5)
23.2      Consent of Ernst & Young LLP
23.3      Consent of Deloitte & Touche LLP

MI01A/72445.3
                                                        S-3
Exhibit 5

                               [On Morgan, Lewis & Bockius LLP Letterhead]

 November 3, 1998

Republic Security Financial Corporation
4400 Congress Avenue
West Palm Beach, Florida 33407

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 1,387,760  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 certain  option
agreements  entered  into  between the Company and certain  former  officers and
directors of First Palm Beach Bancorp  ("FPBB") in connection with the merger of
FPBB with and into Republic Security Bank (the "Bank").

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  Merger,  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

MI01A/72445.3
                                                        S-4
Exhibit 23.1

                                      CONSENT OF MORGAN, LEWIS & BOCKIUS LLP

         We consent to the  reference  to our firm under the  caption  "Experts"
included in this  Registration  Statement on Form S-8 filed by Republic Security
Financial Corporation for the Registration of 1,387,760 shares of Common Stock.

MORGAN, LEWIS & BOCKIUS LLP

Miami, Florida
November 3, 1998

MI01A/72445.3
                                                        S-1
Exhibit 23.2
               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                          [On Ernst & Young Letterhead]

To Republic Security Financial Corporation:

     We consent to the  reference  to our firm under the caption  "Interests  of
Named Experts and Counsel" in the Registration Statement (Form S-8 No. ) for the
registration of shares of Republic Security  Financial  Corporation common stock
and to the  incorporation by reference  therein of our report dated February 16,
1998,  except  for the first and  second  paragraphs  of Note 20 as to which the
dates are March 9, 1998 and March 19,  1998,  respectively,  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, 1997, filed with the Securities and Exchange Commission.

                                                         /s/ Ernst & Young LLP

West Palm Beach, Florida
October 29, 1998

MI01A/72445.3
                                                        S-2
Exhibit 23.3

                       CONSENT OF INDEPENDENT ACCOUNTANTS

                      (On Deloitte & Touche LLP Letterhead)

     We consent to the incorporation by reference in this Registration Statement
(Form S-8 No. 333- ) of Republic  Security  Financial  Corporation of our report
dated  February  21,  1997  (relating  to the  consolidated  balance  sheet  and
consolidated statements of income, stockholders' equity and cash flows of County
Financial  Corporation  as of and for the year ended  December  31, 1996 and the
nine months ended December 31, 1995, not presented  separately herein) appearing
in the annual report on Form 10-K of Republic Security Financial Corporation for
the year ended December 31, 1997, and to us under the heading "Interest of Named
Experts and Counsel", which is part of such Registration Statement.

                                                      /s/ Deloitte & Touche LLP

West Palm Beach, Florida
November 3,1998

MI01A/72445.3
                                       S-3