As filed with the Securities and Exchange Commission on August 8, 1997
                        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  (I.R.S.Employer Identification No)
             incorporation or organization)



           4400 CONGRESS AVENUE
         WEST PALM BEACH, FLORIDA                        33407
 (Address of Principal Executive Offices)              (Zip Code)



                Republic Security Financial Corporation Director
                       and Officer Purchase Rights Plans

                                 RUDY E. SCHUPP
                              4400 CONGRESS AVENUE
                         WEST PALM BEACH, FLORIDA 33407
                                 (561) 840-1200
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)



                                   COPIES TO:

                             John S. Fletcher, Esq.
                           Morgan, Lewis & Bockius LLP
                        5300 First Union Financial Center
                          200 South Biscayne Boulevard
                              Miami, Florida 33131
                                 (305) 579-0432


Approximate  date of commencement  of proposed sale to the public:  From time to
time after this Registration Statement becomes effective.

<TABLE>
<CAPTION>
                         Calculation of Registration Fee
===========================  ==========================  ==========================  ==========================  ===================
Title of each class of                                   Proposed maximum offering   Proposed maximum            Amount of 
securities to be registered  Amount to be registered     price per unit (1)          aggregate offering price    registration fee
===========================  ==========================  ==========================  ==========================  ===================
<S>                          <C>                                   <C>                       <C>                         <C>      
  Common Stock, par value    1,031,883                             $8.406                    $8,675,000                  $1,735.00
      $.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 average of the high and
         low  selling  prices  per share of Common  Stock of  Republic  Security
         Financial  Corporation  on August 4, 1997,  as  reported  by the NASDAQ
         National Market.
</FN>
</TABLE>
F:\DOCS\S-8\S8OLD.WPD

<PAGE>



         This Registration Statement on Form S-8 (the "Registration  Statement")
filed by Republic Security Financial  Corporation (the "Registrant")  relates to
1,031,883  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  and  warrants  (the  "Rights")  granted  under  the  Republic  Security
Financial  Corporation Director and Officer Purchase Rights Plans (the "Plans").
The Plans consist of various incentive plans and compensation  contracts between
the Selling  Stockholders  described in the Prospectus  contained herein and the
Registrant and/or its subsidiaries or predecessors.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

         *        Information  required by Part I to be contained in the Section
                  10(a) Prospectus is omitted from this  Registration  Statement
                  in accordance  with Rule 428 under the Securities Act of 1933,
                  as amended, and the introductory Note to Part I of Form S-8.

F:\DOCS\S-8\S8OLD.WPD
                                       I-1

<PAGE>
Prospectus

                                1,031,883 Shares

                     REPUBLIC SECURITY FINANCIAL CORPORATION

                                  Common Stock
                               ------------------


         This Prospectus relates to the offer and sale of up to 1,031,883 shares
(the "Shares") of Common Stock, par value $.01 per share (the "Common Stock") of
Republic Security Financial Corporation (the "Company"). All of the Common Stock
offered  hereby  may be sold  from time to time by and for the  accounts  of the
selling  stockholders  named  in  this  Prospectus  or in a  supplement  to this
Prospectus (the "Selling Stockholders").  See "Selling Stockholders." The Common
Stock  offered  hereby will be  purchased by the Selling  Stockholders  upon the
exercise of certain  options  and  warrants  (the  "Rights")  granted  under the
Republic  Security  Financial  Corporation  Director and Officer Purchase Rights
Plans  (the  "Plans").   The  Plans  consist  of  various  incentive  plans  and
compensation  contracts between the Selling  Stockholders and the Company and/or
its  subsidiaries  or  predecessors.  The  methods of sale of the  Common  Stock
offered  hereby are  described  under the heading  "Plan of  Distribution."  The
Company will receive none of the proceeds from such sales.  The Company will pay
all  expenses in  connection  with this  offering,  other than  commissions  and
discounts of underwriters, dealers or agents.

         The Selling Stockholders and any broker-dealers that participate in the
distribution   of  the  Common  Stock  offered   hereby  may  be  deemed  to  be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), and any commission or profit on the resale of shares received
by  such  broker-dealers  may  be  deemed  to be  underwriting  commissions  and
discounts  under the  Securities  Act.  Upon the Company's  being  notified by a
Selling  Stockholder that any material  arrangement has been entered into with a
broker or dealer for the sale of shares through a secondary  distribution,  or a
purchase by a broker or dealer,  a  supplemented  Prospectus  will be filed,  if
required,  disclosing among other things the names of such  broker-dealers,  the
number of shares involved, the price at which such shares are being sold and the
commissions paid or the discounts or concessions allowed to such broker-dealers.

         There is no assurance  that any of the Selling  Stockholders  will sell
any or all of the  Shares.  The  Common  Stock of the  Company  is listed on the
NASDAQ National Market ("NASDAQ") (Symbol: RSFC). On August 4, 1997, the closing
price of the Common Stock was $8.50 per share.

The shares  offered  hereby  involve a high degree of risk.  See "RISK  FACTORS"
commencing on page P-3.


          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
                 COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
                  COMMISSION OR ANY STATE SECURITIES COMMISSION
                  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
                      PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.


      THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS OR
    DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
                         OR ANY OTHER GOVERNMENT AGENCY.

                  The date of this Prospectus is August 8, 1997

F:\DOCS\S-8\S8OLD.WPD
                                       P-1

<PAGE>
         No person has been  authorized to give any  information  or to make any
representation other than those contained in, or incorporated by reference into,
this Prospectus, and, if given or made, such information or representations must
not be relied  upon as having  been  authorized  by the  Company or any  Selling
Stockholder.   This   Prospectus  does  not  constitute  an  offer  to  sell  or
solicitation of an offer to buy, nor shall there be any sale of these securities
by  anyone,  in any state in which  such  offer,  solicitation  or sale would be
unlawful prior to the registration or qualification under the securities laws of
any state,  or in which the person  making  such  offer or  solicitation  is not
qualified  to do so, or to any person to whom it is  unlawful to make such offer
or solicitation. Neither delivery of this Prospectus nor any sale made hereunder
shall,  under any  circumstances,  create any implication that there has been no
change in the  information  herein or the affairs of the Company  since the date
hereof.

         A  registration  statement  on Form S-8 in respect of the Common  Stock
offered by this  Prospectus (the  "Registration  Statement") has been filed with
the Securities and Exchange  Commission  (the  "Commission"),  Washington,  D.C.
20549,  under the Securities  Act. This  Prospectus  does not contain all of the
information contained in the Registration  Statement,  certain portions of which
have been  omitted  pursuant  to the rules and  regulations  of the  Commission.
Accordingly,  additional  information concerning the Company and such securities
can be found in the Registration Statement,  including various exhibits thereto,
which may be inspected at the Public Reference Section of the Commission.


                              AVAILABLE INFORMATION

         The Company is subject to the reporting  requirements of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  files reports and other  information  with the  Commission.  Reports,
proxy statements and other  information filed by the Company with the Commission
can be inspected and copied, at prescribed rates,  during normal business hours,
at the public  reference  facilities  maintained by the  Commission at 450 Fifth
Street, N.W.,  Washington,  D.C. 20549, and at the following Regional Offices of
the Commission:  Chicago Regional Office,  Northwestern  Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511;  and New York Regional
Office,   7  World  Trade  Center,   13th  Floor,  New  York,  New  York  10048.
Additionally,  such reports and proxy statements can be inspected at the offices
of The Nasdaq Stock Market, 1735 K Street, N.W., Washington, D.C. 20006.


                       DOCUMENTS INCORPORATED BY REFERENCE

         The following  documents  filed by the Company with the  Commission are
incorporated by reference into this Prospectus:

     (a) Annual  Report on Form 10-K,  filed  with the  Commission  on March 19,
1997, for the fiscal year ended December 31, 1996;

     (b) Current  Report on Form 8-K,  filed with the  Commission on January 13,
1997;

     (c) Current Report on Form 8-K, filed with the Commission on July 10, 1997.

     (d)  Quarterly  Report on Form 10-Q filed with the  Commission on April 14,
1997, for the quarter ended March 31, 1997;

     (e) Amended  Quarterly  Report on Form 10-Q/A filed with the  Commission on
May 23, 1997, for the quarter ended March 31, 1997; and

     (f) 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.

F:\DOCS\S-8\S8OLD.WPD
                                       P-2

<PAGE>
         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
termination  of this offering  shall be deemed to be  incorporated  by reference
herein and to be a part  hereof from the date of filing of such  documents.  Any
statement  contained  herein  or in a  document,  all or a  portion  of which is
incorporated or deemed to be incorporated by reference  herein,  shall be deemed
to be modified or superseded for purposes of this  Prospectus to the extent that
a statement  contained herein or in any other  subsequently filed document which
also  is or is  deemed  to be  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 of this
Prospectus.

         The Company will provide  without  charge to each person to whom a copy
of this Prospectus has been delivered,  upon the written or oral request of such
person,  a  copy  of any or all of  the  information  that  has  been  or may be
incorporated  by reference in this  Prospectus  (not  including  exhibits to the
information   that  is  incorporated  by  reference  unless  such  exhibits  are
specifically incorporated by reference into the information that this Prospectus
incorporates).  Requests should be directed to the attention of the Secretary of
Republic Security Financial Corporation,  4400 Congress Avenue, West Palm Beach,
Florida 33407, telephone: (561) 840-7841.


                                   THE COMPANY

         The Company is a commercial bank holding company, headquartered in West
Palm  Beach,  Florida.  Its  principal  business  is the  operation  of Republic
Security Bank, a Florida commercial bank (the "Bank").  As of June 30, 1997, the
Company had  consolidated  assets of $625 million,  deposits of $488 million and
shareholders' equity of $65 million.

         The Bank. The Bank commenced operations on November 19, 1984 as a stock
savings  bank.  On November 8, 1995,  it  converted  its charter  from a federal
savings bank to a state chartered  commercial  bank. The Bank is a member of the
Federal  Reserve  Bank (the  "FRB") and the  Federal  Home Loan Bank System (the
"FHLB"),  and  its  deposits  are  insured  by  the  Federal  Deposit  Insurance
Corporation (the "FDIC") up to applicable limits.

         On June 30, 1997,  the Bank  combined  with Family Bank, a Florida bank
("Family"),  pursuant  to an  Agreement  and Plan of Merger,  providing  for the
merger of Family with and into the Bank (the "Merger").

         As of the date hereof, the Bank has 17 full-service  branches,  nine of
which are located in Palm Beach County,  seven in Broward County and one in Dade
County,  Florida.  The Bank's main business activities are attracting  deposits,
originating  loans,  making investments and servicing loans for the Bank and for
others.  The Bank's loan  portfolio is primarily  comprised of  residential  and
commercial  real estate  loans,  business  loans and consumer  loans,  including
automobile  loans.  At June 30, 1997,  the Bank's loan portfolio was composed of
10% commercial  purpose loans, 32% commercial real estate loans, 45% residential
real estate loans and 13% consumer  loans.  Earnings  depend  primarily upon the
difference  between interest received on loans and investments and interest paid
on the Bank's deposit base and borrowing.

         On July 26,  1995,  as a  consequence  of the  Bank's  conversion  to a
commercial  bank charter,  the Company changed its fiscal year-end from March 31
to December 31.

         The  address  of the  Company's  principal  executive  offices  is 4400
Congress  Avenue,  West Palm Beach,  Florida 33407 and its  telephone  number is
(561) 840-1200.


                                  RISK FACTORS

     Change in Composition  of Loan  Portfolio.  As a result of the Merger,  the
composition  of the loan  portfolio  of the Bank is  different  from that of the
respective loan portfolios of the Bank (before the Merger) and Family. At March

F:\DOCS\S-8\S8OLD.WPD
                                       P-3

<PAGE>
31,  1997,  the Bank's loan  portfolio  was composed of 10%  commercial  purpose
loans,  24% commercial real estate loans,  48% residential real estate loans and
18% consumer loans.  At February 28, 1997,  Family's loan portfolio was composed
of  9%  commercial   purpose  loans,  50%  commercial  real  estate  loans,  32%
residential  real estate  loans and 9%  consumer  loans.  After the Merger,  the
Bank's  loan  portfolio  is  composed  of  10%  commercial  purpose  loans,  32%
commercial real estate loans, 45% residential real estate loans and 13% consumer
loans. Commercial and consumer loans are generally considered to carry different
and  significantly  greater risks than  residential  mortgage loans.  Thus, as a
result of the  Merger,  the Bank's loan  portfolio  may carry more risk than the
loan portfolio of the Bank before the Merger. Although the redistribution of the
loan composition is consistent with the Bank's operating strategy and will allow
the Bank to be comparable to its bank peer group,  there are no assurances  that
the Bank will be able to generate  sufficient  loan volume in the commercial and
consumer  area to maintain its  portfolios of consumer and  commercial  loans at
their current level or to increase such portfolios.

         Allowance for Loan Losses. Industry experience indicates that a portion
of the loans of the Bank will become  delinquent and a portion of the loans will
require partial or entire charge off.  Regardless of the  underwriting  criteria
utilized by the Bank or its predecessors,  losses may be experienced as a result
of various factors beyond the Bank's control,  including,  among others, changes
in market conditions  affecting the value of security and problems affecting the
credit of the  borrower.  Due to the  concentration  of loans in South  Florida,
adverse economic conditions in that area could result in a decrease in the value
of a  significant  portion of the Bank's  collateral.  There can be no assurance
that the Bank will not  experience  significant  losses  in its loan  portfolios
which may require significant additions to the loan loss reserves.

         Intense   Competition  in  the  Market  Areas  of  the  Bank.  Vigorous
competition  exists in all areas where the Bank  presently  engages in business.
The Bank faces  intense  competition  in its market areas from major banking and
financial   institutions,   including  many  which  have  substantially  greater
resources, name recognition and market presence than the Bank. Other banks, many
of which have higher legal lending limits,  actively compete for loans, deposits
and  other  services  which the Bank  offers.  Competitors  of the Bank  include
commercial  banks,  savings  banks,  savings  and loan  associations,  insurance
companies,  finance  companies,  credit  unions and mortgage  companies.  Trends
toward the  consolidation of the banking industry may make it more difficult for
smaller  banks,  such as the Bank,  to compete with large  national and regional
banking institutions.

         Effect of Interest Rates. The operations of the Bank, and of commercial
banks in general,  are significantly  influenced by general economic conditions,
by the related  monetary and fiscal  policies of the federal  government and, in
particular,  the FDIC  and the  FRB.  Deposit  flows  and the cost of funds  are
influenced by interest rates of competing  investments  and general market rates
of interest.  Lending  activities  are affected by the demand for commercial and
residential  mortgage  financing and for other types of loans,  which in turn is
affected by the  interest  rates at which such  financing  may be offered and by
other  factors  affecting  the  supply  of  office  space  and  housing  and the
availability of funds.

         Increases in the level of interest  rates may reduce loan  demand,  and
thereby the amount of loans that can be originated  by the Bank and,  similarly,
the amount of loan and  commitment  fees, as well as the value of the investment
securities and other interest-earning  assets of the Bank. Moreover,  volatility
in interest  rates can result in  disintermediation,  which is the flow of funds
away from banks into direct investments,  such as corporate securities and other
investment vehicles which,  because of the absence of federal deposit insurance,
generally pay higher rates of return than banks, or the transfer of funds within
the bank from a lower yielding savings accounts to higher yielding  certificates
of deposit.

         Ability  to Make  Dividend  Payments.  The  Company  is a legal  entity
separate and distinct from the Bank.  Because the Company's  principal  business
activity is limited to owning the Bank,  the Company's  payments of dividends on
the Common  Stock will  generally be funded from  dividends  received by Company
from the Bank.  Federal and state regulations limit the aggregate amount of cash
dividends that the Bank may pay to the Company, its sole shareholder. The Bank's
ability  to make  dividend  payments  to the  Company  is  subject to the Bank's
continuing  profitable  operations  and there can be no  assurance  that  future
earnings of the Bank will support sufficient dividend payments to the Company.

F:\DOCS\S-8\S8OLD.WPD
                                       P-4

<PAGE>
         Dependence  on Key  Personnel.  The  success  of the Bank  depends to a
significant extent upon the performance of its Chairman of the Board,  President
and Executive  Vice  President,  the loss of any of whom could have a materially
adverse  effect on the Bank.  The Bank  believes  that its future  success  will
depend in large part upon its ability to retain such personnel.  There can be no
assurance that the Bank will be successful in retaining such personnel.

         Control by  Management.  The  executive  officers and  directors of the
Company  own  approximately  17% of the  outstanding  shares  of  Common  Stock,
excluding currently  exercisable options and warrants,  and approximately 19% of
the outstanding  shares of Common Stock if all outstanding  options,  whether or
not exercisable, were exercised.  Therefore,  management is likely, by virtue of
this concentration of stock ownership,  to influence  significantly the election
of Company  directors  and to  influence  significantly  the  outcome of actions
requiring shareholder approval.

         Retention  of  Customers.  The Bank  expects to retain  the  individual
customer-base  of the Bank  (before  the  Merger)  and  Family.  However,  it is
possible that a greater  number of customers  than  anticipated  will move their
banking relationships to other financial institutions as a result of the Merger.

         Certain Potential Anti-Takeover  Provisions.  Certain provisions of the
Company's  Articles of  Incorporation  and Bylaws could delay or  frustrate  the
removal of incumbent  directors  and could make a merger,  tender offer or proxy
contest involving the Company more difficult, even if such events were perceived
by  shareholders  as  beneficial  to  their  interests.  In  addition,   certain
provisions of state and federal law may also have the effect of  discouraging or
prohibiting a future takeover attempt in which shareholders of the Company might
otherwise  receive a  substantial  premium for their  shares  over  then-current
market prices.


                                 USE OF PROCEEDS

         The Company will not receive any of the  proceeds  from the sale of the
Shares by the Selling Stockholders.

F:\DOCS\S-8\S8OLD.WPD
                                       P-5

<PAGE>
                              SELLING STOCKHOLDERS

         The Selling  Stockholders  are  officers  and  directors of the Company
and/or its  subsidiaries or predecessors and may be deemed to be "affiliates" of
the Company  within the meaning of the Securities  Act. The following  table and
text shows as to each Selling Stockholder:  the name of the Selling Stockholder,
the  nature of any  position,  office or other  material  relationship  with the
Company or its affiliates  within the past three (3) years; the number of shares
of the  outstanding  Common Stock of the Company owned as of August 4, 1997; the
number  of  such  shares  which  may be  sold  for the  account  of the  Selling
Stockholder;  and the number of such shares and  percentage  of the  outstanding
shares of such class that will be owned by the Selling Stockholder  assuming the
sale of all shares offered hereby.
<TABLE>
<CAPTION>
==================================================================================================================================
                                                                         Number of                        Number of       % of
                                                                        Shares Owned     Shares Which    Shares Owned  Shares Owned
          Name                      Position/Relationship                After Sale       May be Sold  Before Sale (1)   After Sale
------------------------ ----------------------------------------------------------------------------------------------------------
<S>                      <C>                                             <C>             <C>            <C>           <C>
Paula Berliner                             Director                        260,793          82,797         177,996       1.0
Joseph Cesarotti                           Director                        160,381          82,797          77,584       0.5
Myrtle Corbin                      Personal Banking Officer                 15,015          15,015               0       0.0
Ashok Dalal                            Former Director                      18,076           5,250          12,826       0.1
Dapathana Dell                             Employee                         15,964          13,715           2,249       (a)
Joseph Dorsey                     Divisional Vice President                 29,926          26,000           3,926       (a)
Lynn Fromberg                   Former Director of Family Bank             196,547          41,847         154,700       0.9
H. Gore                                    Director                        142,424          55,586          86,838       0.5
Richard Haskins             Executive Vice President and Director           81,550          22,800          58,750       0.3
Fred Hertzer                      Divisional Vice President                 75,647          75,647               0       0.0
Eugene W. Hughes, Jr.                      Director                        203,619          82,797         120,822       0.7
Bruce Keir                 Executive Vice President, Broward County        111,397          67,197          44,200       0.3
Jonathan Levine                            Employee                         43,615          42,900             715       (a)
Lennart E. Lindahl                Vice Chairman of the Board               131,193          55,586          75,607       0.4
Sandra McNally                       Unit Vice President                    51,363          18,850          32,513       0.2
Charles Muller                           Loan Officer                       15,015          15,015               0       0.0
Carol R. Owen               Chairman of the Board, Broward County          446,485          82,797         363,688       2.1
Judith Persan                      Personal Banking Officer                 16,887           6,955           9,932       (a)
Richard C. Rathke                          Director                        140,599          55,586          85,013       0.5
Victor Siegel                              Director                        267,706          17,378         250,328       1.5
Rudy Schupp              Chairman of the Board and C.E.O                   121,041          32,946          88,095       0.5
William F. Spitznagel                      Director                        310,964          55,586         255,378       1.5
Jon Taylor                        Investor Relations Manager                16,056          16,000              56       (a)
Bruce E. Wiita                             Director                        145,325          55,586          89,739       0.5
William Wolfson                            Director                          9,274           5,250           4,024       (a)
------------------------ ---------------------------------------------------------------------------------------------------
Total                                                                    3,026,862       1,031,883       1,994,979      11.6
================================================================================================================================
<FN>
1/ Shares  issuable  to the Selling  Stockholders  upon  exercise  of  currently
outstanding  options or warrants under the Plans or other employee benefit plans
of the Company, whether or not presently exercisable, are included.

(a) Less than 0.1%
</FN>
</TABLE>

F:\DOCS\S-8\S8OLD.WPD
                                       P-6

<PAGE>
                              PLAN OF DISTRIBUTION

         The Shares may be sold by Selling  Stockholders or by their  respective
pledgees,  donees,  transferees or other successors in interest.  In addition to
any such number of Shares sold hereunder, a Selling Stockholder may, at the same
time,  sell any shares of Common Stock,  including  the Shares,  owned by him in
compliance with all of the requirements of Rule 144,  regardless of whether such
shares  are  covered by this  Prospectus.  Such sales may be made on one or more
exchanges or in the over-the-counter market, or otherwise at prices and at terms
then  prevailing or at prices related to the  then-current  market price,  or in
negotiated transactions.  The Shares may be sold by one or more of the following
methods, without limitation:  (a) a block trade in which the broker or dealer so
engaged  will  attempt to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the  transaction;  (b) purchases
by a broker or dealer as  principal  and resale by such broker or dealer for its
account pursuant to this  Prospectus;  (c) ordinary  brokerage  transactions and
transactions  in  which  the  broker  solicits   purchasers;   (d)  an  exchange
distribution in accordance with the rules of such exchange; and (e) face-to-face
transactions  between  sellers  and  purchasers  without  a  broker-dealer.   In
effecting  sales,  brokers or dealers  engaged by the Selling  Stockholders  may
arrange  for other  brokers or dealers to  participate.  Brokers or dealers  may
receive  commissions  or discounts  from Selling  Stockholders  in amounts to be
negotiated  immediately prior to the sale. Such brokers or dealers and any other
participating  brokers or dealers may be deemed to be "underwriters"  within the
meaning of the Securities Act, in connection with such sales.


         Upon the Company's  being  notified by a Selling  Stockholder  that any
material  arrangement has been entered into with a broker or dealer for the sale
of Shares through a secondary distribution, or a purchase by a broker or dealer,
a supplemented  Prospectus will be filed,  if required,  pursuant to Rule 424(b)
under  the  Securities  Act,  disclosing  (a) the  name of each of such  Selling
Stockholder  and the  participating  broker-dealers,  (b) the  number  of Shares
involved, (c) the price at which such Shares are being sold, (d) the commissions
paid or the discounts or concessions allowed to such  broker-dealers,  (e) where
applicable, that such broker-dealers did not conduct any investigation to verify
the  information set out or  incorporated  by reference in this  Prospectus,  as
supplemented, and (f) other facts material to the transaction.

         There is no assurance  that any of the Selling  Stockholders  will sell
any or all of the Shares offered hereby.

         The Company will pay all  expenses in  connection  with this  offering,
other than commissions and discounts of underwriters, dealers or agents.


                                 INDEMNIFICATION

         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.

         Article VII of the Company's  bylaws (the  "Bylaws")  provides that the
Company's  officers,  directors,  employees and agents acting in their  official
capacities are entitled,  under certain conditions,  to indemnification  against
liabilities and expenses.

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

         Pursuant  to  Florida  law,  the  Company  may  purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Company or was serving at the request of the Company as a director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other enterprise, against any

F:\DOCS\S-8\S8OLD.WPD
                                       P-7

<PAGE>
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 Company would have
the  power  to  indemnify  him  against  such  liability  under  the  applicable
provisions of the Bylaws or applicable  law. The Company  currently has in place
an  insurance  contract  covering the  liability  of  directors  and officers as
permitted under Florida law.

         The Company has not entered into  separate  indemnification  agreements
with any of its officers or directors.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors,  officers or persons  controlling the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Securities Act and is therefore unenforceable.

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                                       P-8

<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 19,
1997, for the fiscal year ended December 31, 1996;

     (b) Current  Report on Form 8-K,  filed with the  Commission on January 13,
1997;

     (c) Current Report on Form 8-K, filed with the Commission on July 10, 1997.

     (d)  Quarterly  Report on Form 10-Q filed with the  Commission on April 14,
1997, for the quarter ended March 31, 1997;

     (e) Amended  Quarterly  Report on Form 10-Q/A filed with the  Commission on
May 23, 1997, for the quarter ended March 31, 1997; and

     (f) 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 appearing in Republic Security Financial Corporation's Annual Report
(Form 10-K) for the year ended  December 31, 1996,  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.  Such
consolidated financial statements of Republic Security Financial Corporation are
incorporated  herein by  reference  in reliance  upon such report given upon the
authority of such firm as experts in accounting and auditing. The Registrant has
retained Morgan,  Lewis and Bockius LLP to render a legal opinion  regarding the
validity of the securities offered hereby and to provide legal advice in matters
related to the offering of such securities.


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                                      II-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.


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                                      II-2

<PAGE>
                  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 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 here under.

                  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.


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                                      II-3

<PAGE>
                  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.

                  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.

         The Shares  have been or will be issued  pursuant  to option  exercises
under the  Plans.  Rights  under the Plans  were  issued to a limited  number of
individuals, all of whom are or were key management-level employees or directors
of the Company and/or its  subsidiaries  or  predecessors,  and such options are
nontransferable  except under the laws of descent and  distribution.  The Shares
are "restricted  securities" as that term is defined in Rule 144(a)(3) under the
Securities  Act.  The  issuance of the Shares  pursuant  to the  exercise of the
Rights as  provided  in the Plans  was or will be exempt  from the  registration
requirements  of the  Securities  Act pursuant to the provisions of Section 4(2)
thereof.



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                                      II-4

<PAGE>



Item 8.  Exhibits.

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


Exhibit
Number      Exhibit
------      -------
  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
24          Power of Attorney (included in signature page)


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

          (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.


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                                      II-5

<PAGE>



         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.

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                                      II-6

<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 August 7,
1997.

                                       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>
Signature                                    Title                                       Date
============================================================================================================
<S>                                          <C>                                   <C>

/s/Rudy E. Schupp                            
----------------------------------           Chairman of the Board, Chief           August 7, 1997
Rudy E. Schupp                               Executive Officer and Director
                                             (Principal Executive Officer)

 /s/ Lennart E. Lindahl                      Director                               August 7, 1997
----------------------------------
Lennart E. Lindahl, Jr.


----------------------------------           Director                               August 7, 1997
Carol R. Owen


/s/ Richard J. Haskins                       
----------------------------------           Executive Vice President and           August 7, 1997
Richard J. Haskins                           Director (Principal Financial
                                             and Accounting Officer)
                                             

Paula Berliner
----------------------------------           Director                               August 7, 1997


 
----------------------------------           Director                               August 7, 1997
Joseph D. Cesarotti


----------------------------------           Director                               August 7, 1997
Mary Anna Fowler


/s/ H. Gearl Gore                            Director                               August 7, 1997
-----------------------------------          
H. Gearl Gore


----------------------------------            Director                               August 7, 1997
Eugene W. Hughes, Jr.


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                                             II-7

<PAGE>



Signature                                    Title                                       Date
============================================================================================================

/s/ Richard C. Rathke                        Director                               August 7, 1997
----------------------------------            
Richard C. Rathke


/s/ Victor H. Siegel                         Director                               August 7, 1997
----------------------------------            
Victor H. Siegel

 /s/ William F. Spitznagel                   Director                               August 7, 1997
----------------------------------           
William F. Spitznagel

 /s/ Bruce E. Wiita                          Director                               August 7, 1997
----------------------------------           
Bruce E. Wiita

 /s/ William Wolfson                         Director                               August 7, 1997
----------------------------------
William Wolfson

============================================================================================================
</TABLE>

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                                      II-8

<PAGE>



         The Plan.  Pursuant to the  requirements of the Securities Act of 1993,
the trustees (or other persons who  administer  the employee  benefit plan) have
duly caused this registration statement to be signed on the Plan's behalf by the
undersigned, thereunto duly authorized, in the City of West Palm Beach, State of
Florida, on August 7, 1997.

                                 1997 PERFORMANCE INCENTIVE PLAN


                                 By /s/ Lennart E. Lindahl, Jr.
                                 ------------------------------------------
                                 Name:  Lennart E. Lindahl, Jr.
                                 Title: Chairman, Compensation Committee

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                                      II-9

<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
24         Power of Attorney (included in signature page)



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                                      II-10

<PAGE>
                                                                     Exhibit 5













August 7, 1997



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 1,031,883  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  Republic
Security Financial  Corporation  Director and Officer Purchase Rights Plans (the
"Plans"). 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,
when issued and  delivered  in  accordance  with the terms of the Plan,  will be
legally issued, fully paid and non-assessable.

The foregoing opinion is limited to the Florida Business Corporation Act.

We hereby  consent to the use of this  opinion as Exhibit 5 to the  Registration
Statement.  In giving such  consent,  we do not thereby admit that we are acting
within the category of persons whose consent is required  under Section 7 of the
Act or the  rules or  regulations  of the  Securities  and  Exchange  Commission
thereunder.

Very truly yours,

/s/  Morgan, Lewis & Bockius LLP

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                                      II-1

<PAGE>


                                                                   Exhibit 23.2






Consent of Independent Certified Public Accounts

We consent to the  reference of our firm under the caption  "Interests  of Named
Experts and Counsel" in the Registration  Statement (Form S-8) pertaining to the
Republic  Security  Financial  Corporation  Director  and  Officer  Options  and
Warrants  Plan  of  Republic   Security   Financial   Corporation   and  to  the
incorporation  by reference  therein of our report  dated  January 23, 1997 with
respect to the  consolidated  financial  statements  and  schedules  of Republic
Security Financial Corporation included in its Annual Report (Form 10-K) for the
year ended December 31, 1996, filed with the Securities and Exchange Commission.

                                                         /s/ Ernst & Young LLP

West Palm Beach, Florida
August 7, 1997

F:\DOCS\S-8\S8OLD.WPD
                                      II-1
[{"type": "S-8", "sequence": "1", "description": "RSFC-1997 DIRECTOR & OFFICER PURCHASE RIGHTS PLAN", "secsgml_size_bytes": 65616}]
{"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": "333-33161", "film-number": "97653640"}, "business-address": {"street1": "4400 CONGRESS AVENUE", "city": "WEST PALM BEACH", "state": "FL", "zip": "33407", "phone": "4078632554"}, "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 August 8, 1997
                        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  (I.R.S.Employer Identification No)
             incorporation or organization)

           4400 CONGRESS AVENUE
         WEST PALM BEACH, FLORIDA                        33407
 (Address of Principal Executive Offices)              (Zip Code)

                Republic Security Financial Corporation Director
                       and Officer Purchase Rights Plans

                                 RUDY E. SCHUPP
                              4400 CONGRESS AVENUE
                         WEST PALM BEACH, FLORIDA 33407
                                 (561) 840-1200
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                   COPIES TO:

                             John S. Fletcher, Esq.
                           Morgan, Lewis & Bockius LLP
                        5300 First Union Financial Center
                          200 South Biscayne Boulevard
                              Miami, Florida 33131
                                 (305) 579-0432

Approximate  date of commencement  of proposed sale to the public:  From time to
time after this Registration Statement becomes effective.
Calculation of Registration Fee
===========================  ==========================  ==========================  ==========================  ===================
Title of each class of                                   Proposed maximum offering   Proposed maximum            Amount of 
securities to be registered  Amount to be registered     price per unit (1)          aggregate offering price    registration fee
===========================  ==========================  ==========================  ==========================  ===================
Common Stock, par value    1,031,883                             $8.406                    $8,675,000                  $1,735.00
      $.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 average of the high and
         low  selling  prices  per share of Common  Stock of  Republic  Security
         Financial  Corporation  on August 4, 1997,  as  reported  by the NASDAQ
         National Market.
F:\DOCS\S-8\S8OLD.WPD
This Registration Statement on Form S-8 (the "Registration  Statement")
filed by Republic Security Financial  Corporation (the "Registrant")  relates to
1,031,883  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  and  warrants  (the  "Rights")  granted  under  the  Republic  Security
Financial  Corporation Director and Officer Purchase Rights Plans (the "Plans").
The Plans consist of various incentive plans and compensation  contracts between
the Selling  Stockholders  described in the Prospectus  contained herein and the
Registrant and/or its subsidiaries or predecessors.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

         *        Information  required by Part I to be contained in the Section
                  10(a) Prospectus is omitted from this  Registration  Statement
                  in accordance  with Rule 428 under the Securities Act of 1933,
                  as amended, and the introductory Note to Part I of Form S-8.

F:\DOCS\S-8\S8OLD.WPD
                                       I-1
Prospectus

                                1,031,883 Shares

                     REPUBLIC SECURITY FINANCIAL CORPORATION

                                  Common Stock
                               ------------------

         This Prospectus relates to the offer and sale of up to 1,031,883 shares
(the "Shares") of Common Stock, par value $.01 per share (the "Common Stock") of
Republic Security Financial Corporation (the "Company"). All of the Common Stock
offered  hereby  may be sold  from time to time by and for the  accounts  of the
selling  stockholders  named  in  this  Prospectus  or in a  supplement  to this
Prospectus (the "Selling Stockholders").  See "Selling Stockholders." The Common
Stock  offered  hereby will be  purchased by the Selling  Stockholders  upon the
exercise of certain  options  and  warrants  (the  "Rights")  granted  under the
Republic  Security  Financial  Corporation  Director and Officer Purchase Rights
Plans  (the  "Plans").   The  Plans  consist  of  various  incentive  plans  and
compensation  contracts between the Selling  Stockholders and the Company and/or
its  subsidiaries  or  predecessors.  The  methods of sale of the  Common  Stock
offered  hereby are  described  under the heading  "Plan of  Distribution."  The
Company will receive none of the proceeds from such sales.  The Company will pay
all  expenses in  connection  with this  offering,  other than  commissions  and
discounts of underwriters, dealers or agents.

         The Selling Stockholders and any broker-dealers that participate in the
distribution   of  the  Common  Stock  offered   hereby  may  be  deemed  to  be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), and any commission or profit on the resale of shares received
by  such  broker-dealers  may  be  deemed  to be  underwriting  commissions  and
discounts  under the  Securities  Act.  Upon the Company's  being  notified by a
Selling  Stockholder that any material  arrangement has been entered into with a
broker or dealer for the sale of shares through a secondary  distribution,  or a
purchase by a broker or dealer,  a  supplemented  Prospectus  will be filed,  if
required,  disclosing among other things the names of such  broker-dealers,  the
number of shares involved, the price at which such shares are being sold and the
commissions paid or the discounts or concessions allowed to such broker-dealers.

         There is no assurance  that any of the Selling  Stockholders  will sell
any or all of the  Shares.  The  Common  Stock of the  Company  is listed on the
NASDAQ National Market ("NASDAQ") (Symbol: RSFC). On August 4, 1997, the closing
price of the Common Stock was $8.50 per share.

The shares  offered  hereby  involve a high degree of risk.  See "RISK  FACTORS"
commencing on page P-3.

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
                 COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
                  COMMISSION OR ANY STATE SECURITIES COMMISSION
                  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
                      PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.

      THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS OR
    DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
                         OR ANY OTHER GOVERNMENT AGENCY.

                  The date of this Prospectus is August 8, 1997

F:\DOCS\S-8\S8OLD.WPD
                                       P-1
No person has been  authorized to give any  information  or to make any
representation other than those contained in, or incorporated by reference into,
this Prospectus, and, if given or made, such information or representations must
not be relied  upon as having  been  authorized  by the  Company or any  Selling
Stockholder.   This   Prospectus  does  not  constitute  an  offer  to  sell  or
solicitation of an offer to buy, nor shall there be any sale of these securities
by  anyone,  in any state in which  such  offer,  solicitation  or sale would be
unlawful prior to the registration or qualification under the securities laws of
any state,  or in which the person  making  such  offer or  solicitation  is not
qualified  to do so, or to any person to whom it is  unlawful to make such offer
or solicitation. Neither delivery of this Prospectus nor any sale made hereunder
shall,  under any  circumstances,  create any implication that there has been no
change in the  information  herein or the affairs of the Company  since the date
hereof.

         A  registration  statement  on Form S-8 in respect of the Common  Stock
offered by this  Prospectus (the  "Registration  Statement") has been filed with
the Securities and Exchange  Commission  (the  "Commission"),  Washington,  D.C.
20549,  under the Securities  Act. This  Prospectus  does not contain all of the
information contained in the Registration  Statement,  certain portions of which
have been  omitted  pursuant  to the rules and  regulations  of the  Commission.
Accordingly,  additional  information concerning the Company and such securities
can be found in the Registration Statement,  including various exhibits thereto,
which may be inspected at the Public Reference Section of the Commission.

                              AVAILABLE INFORMATION

         The Company is subject to the reporting  requirements of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  files reports and other  information  with the  Commission.  Reports,
proxy statements and other  information filed by the Company with the Commission
can be inspected and copied, at prescribed rates,  during normal business hours,
at the public  reference  facilities  maintained by the  Commission at 450 Fifth
Street, N.W.,  Washington,  D.C. 20549, and at the following Regional Offices of
the Commission:  Chicago Regional Office,  Northwestern  Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511;  and New York Regional
Office,   7  World  Trade  Center,   13th  Floor,  New  York,  New  York  10048.
Additionally,  such reports and proxy statements can be inspected at the offices
of The Nasdaq Stock Market, 1735 K Street, N.W., Washington, D.C. 20006.

                       DOCUMENTS INCORPORATED BY REFERENCE

         The following  documents  filed by the Company with the  Commission are
incorporated by reference into this Prospectus:

     (a) Annual  Report on Form 10-K,  filed  with the  Commission  on March 19,
1997, for the fiscal year ended December 31, 1996;

     (b) Current  Report on Form 8-K,  filed with the  Commission on January 13,
1997;

     (c) Current Report on Form 8-K, filed with the Commission on July 10, 1997.

     (d)  Quarterly  Report on Form 10-Q filed with the  Commission on April 14,
1997, for the quarter ended March 31, 1997;

     (e) Amended  Quarterly  Report on Form 10-Q/A filed with the  Commission on
May 23, 1997, for the quarter ended March 31, 1997; and

     (f) 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.

F:\DOCS\S-8\S8OLD.WPD
                                       P-2
All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
termination  of this offering  shall be deemed to be  incorporated  by reference
herein and to be a part  hereof from the date of filing of such  documents.  Any
statement  contained  herein  or in a  document,  all or a  portion  of which is
incorporated or deemed to be incorporated by reference  herein,  shall be deemed
to be modified or superseded for purposes of this  Prospectus to the extent that
a statement  contained herein or in any other  subsequently filed document which
also  is or is  deemed  to be  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 of this
Prospectus.

         The Company will provide  without  charge to each person to whom a copy
of this Prospectus has been delivered,  upon the written or oral request of such
person,  a  copy  of any or all of  the  information  that  has  been  or may be
incorporated  by reference in this  Prospectus  (not  including  exhibits to the
information   that  is  incorporated  by  reference  unless  such  exhibits  are
specifically incorporated by reference into the information that this Prospectus
incorporates).  Requests should be directed to the attention of the Secretary of
Republic Security Financial Corporation,  4400 Congress Avenue, West Palm Beach,
Florida 33407, telephone: (561) 840-7841.

                                   THE COMPANY

         The Company is a commercial bank holding company, headquartered in West
Palm  Beach,  Florida.  Its  principal  business  is the  operation  of Republic
Security Bank, a Florida commercial bank (the "Bank").  As of June 30, 1997, the
Company had  consolidated  assets of $625 million,  deposits of $488 million and
shareholders' equity of $65 million.

         The Bank. The Bank commenced operations on November 19, 1984 as a stock
savings  bank.  On November 8, 1995,  it  converted  its charter  from a federal
savings bank to a state chartered  commercial  bank. The Bank is a member of the
Federal  Reserve  Bank (the  "FRB") and the  Federal  Home Loan Bank System (the
"FHLB"),  and  its  deposits  are  insured  by  the  Federal  Deposit  Insurance
Corporation (the "FDIC") up to applicable limits.

         On June 30, 1997,  the Bank  combined  with Family Bank, a Florida bank
("Family"),  pursuant  to an  Agreement  and Plan of Merger,  providing  for the
merger of Family with and into the Bank (the "Merger").

         As of the date hereof, the Bank has 17 full-service  branches,  nine of
which are located in Palm Beach County,  seven in Broward County and one in Dade
County,  Florida.  The Bank's main business activities are attracting  deposits,
originating  loans,  making investments and servicing loans for the Bank and for
others.  The Bank's loan  portfolio is primarily  comprised of  residential  and
commercial  real estate  loans,  business  loans and consumer  loans,  including
automobile  loans.  At June 30, 1997,  the Bank's loan portfolio was composed of
10% commercial  purpose loans, 32% commercial real estate loans, 45% residential
real estate loans and 13% consumer  loans.  Earnings  depend  primarily upon the
difference  between interest received on loans and investments and interest paid
on the Bank's deposit base and borrowing.

         On July 26,  1995,  as a  consequence  of the  Bank's  conversion  to a
commercial  bank charter,  the Company changed its fiscal year-end from March 31
to December 31.

         The  address  of the  Company's  principal  executive  offices  is 4400
Congress  Avenue,  West Palm Beach,  Florida 33407 and its  telephone  number is
(561) 840-1200.

                                  RISK FACTORS

     Change in Composition  of Loan  Portfolio.  As a result of the Merger,  the
composition  of the loan  portfolio  of the Bank is  different  from that of the
respective loan portfolios of the Bank (before the Merger) and Family. At March

F:\DOCS\S-8\S8OLD.WPD
                                       P-3
31,  1997,  the Bank's loan  portfolio  was composed of 10%  commercial  purpose
loans,  24% commercial real estate loans,  48% residential real estate loans and
18% consumer loans.  At February 28, 1997,  Family's loan portfolio was composed
of  9%  commercial   purpose  loans,  50%  commercial  real  estate  loans,  32%
residential  real estate  loans and 9%  consumer  loans.  After the Merger,  the
Bank's  loan  portfolio  is  composed  of  10%  commercial  purpose  loans,  32%
commercial real estate loans, 45% residential real estate loans and 13% consumer
loans. Commercial and consumer loans are generally considered to carry different
and  significantly  greater risks than  residential  mortgage loans.  Thus, as a
result of the  Merger,  the Bank's loan  portfolio  may carry more risk than the
loan portfolio of the Bank before the Merger. Although the redistribution of the
loan composition is consistent with the Bank's operating strategy and will allow
the Bank to be comparable to its bank peer group,  there are no assurances  that
the Bank will be able to generate  sufficient  loan volume in the commercial and
consumer  area to maintain its  portfolios of consumer and  commercial  loans at
their current level or to increase such portfolios.

         Allowance for Loan Losses. Industry experience indicates that a portion
of the loans of the Bank will become  delinquent and a portion of the loans will
require partial or entire charge off.  Regardless of the  underwriting  criteria
utilized by the Bank or its predecessors,  losses may be experienced as a result
of various factors beyond the Bank's control,  including,  among others, changes
in market conditions  affecting the value of security and problems affecting the
credit of the  borrower.  Due to the  concentration  of loans in South  Florida,
adverse economic conditions in that area could result in a decrease in the value
of a  significant  portion of the Bank's  collateral.  There can be no assurance
that the Bank will not  experience  significant  losses  in its loan  portfolios
which may require significant additions to the loan loss reserves.

         Intense   Competition  in  the  Market  Areas  of  the  Bank.  Vigorous
competition  exists in all areas where the Bank  presently  engages in business.
The Bank faces  intense  competition  in its market areas from major banking and
financial   institutions,   including  many  which  have  substantially  greater
resources, name recognition and market presence than the Bank. Other banks, many
of which have higher legal lending limits,  actively compete for loans, deposits
and  other  services  which the Bank  offers.  Competitors  of the Bank  include
commercial  banks,  savings  banks,  savings  and loan  associations,  insurance
companies,  finance  companies,  credit  unions and mortgage  companies.  Trends
toward the  consolidation of the banking industry may make it more difficult for
smaller  banks,  such as the Bank,  to compete with large  national and regional
banking institutions.

         Effect of Interest Rates. The operations of the Bank, and of commercial
banks in general,  are significantly  influenced by general economic conditions,
by the related  monetary and fiscal  policies of the federal  government and, in
particular,  the FDIC  and the  FRB.  Deposit  flows  and the cost of funds  are
influenced by interest rates of competing  investments  and general market rates
of interest.  Lending  activities  are affected by the demand for commercial and
residential  mortgage  financing and for other types of loans,  which in turn is
affected by the  interest  rates at which such  financing  may be offered and by
other  factors  affecting  the  supply  of  office  space  and  housing  and the
availability of funds.

         Increases in the level of interest  rates may reduce loan  demand,  and
thereby the amount of loans that can be originated  by the Bank and,  similarly,
the amount of loan and  commitment  fees, as well as the value of the investment
securities and other interest-earning  assets of the Bank. Moreover,  volatility
in interest  rates can result in  disintermediation,  which is the flow of funds
away from banks into direct investments,  such as corporate securities and other
investment vehicles which,  because of the absence of federal deposit insurance,
generally pay higher rates of return than banks, or the transfer of funds within
the bank from a lower yielding savings accounts to higher yielding  certificates
of deposit.

         Ability  to Make  Dividend  Payments.  The  Company  is a legal  entity
separate and distinct from the Bank.  Because the Company's  principal  business
activity is limited to owning the Bank,  the Company's  payments of dividends on
the Common  Stock will  generally be funded from  dividends  received by Company
from the Bank.  Federal and state regulations limit the aggregate amount of cash
dividends that the Bank may pay to the Company, its sole shareholder. The Bank's
ability  to make  dividend  payments  to the  Company  is  subject to the Bank's
continuing  profitable  operations  and there can be no  assurance  that  future
earnings of the Bank will support sufficient dividend payments to the Company.

F:\DOCS\S-8\S8OLD.WPD
                                       P-4
Dependence  on Key  Personnel.  The  success  of the Bank  depends to a
significant extent upon the performance of its Chairman of the Board,  President
and Executive  Vice  President,  the loss of any of whom could have a materially
adverse  effect on the Bank.  The Bank  believes  that its future  success  will
depend in large part upon its ability to retain such personnel.  There can be no
assurance that the Bank will be successful in retaining such personnel.

         Control by  Management.  The  executive  officers and  directors of the
Company  own  approximately  17% of the  outstanding  shares  of  Common  Stock,
excluding currently  exercisable options and warrants,  and approximately 19% of
the outstanding  shares of Common Stock if all outstanding  options,  whether or
not exercisable, were exercised.  Therefore,  management is likely, by virtue of
this concentration of stock ownership,  to influence  significantly the election
of Company  directors  and to  influence  significantly  the  outcome of actions
requiring shareholder approval.

         Retention  of  Customers.  The Bank  expects to retain  the  individual
customer-base  of the Bank  (before  the  Merger)  and  Family.  However,  it is
possible that a greater  number of customers  than  anticipated  will move their
banking relationships to other financial institutions as a result of the Merger.

         Certain Potential Anti-Takeover  Provisions.  Certain provisions of the
Company's  Articles of  Incorporation  and Bylaws could delay or  frustrate  the
removal of incumbent  directors  and could make a merger,  tender offer or proxy
contest involving the Company more difficult, even if such events were perceived
by  shareholders  as  beneficial  to  their  interests.  In  addition,   certain
provisions of state and federal law may also have the effect of  discouraging or
prohibiting a future takeover attempt in which shareholders of the Company might
otherwise  receive a  substantial  premium for their  shares  over  then-current
market prices.

                                 USE OF PROCEEDS

         The Company will not receive any of the  proceeds  from the sale of the
Shares by the Selling Stockholders.

F:\DOCS\S-8\S8OLD.WPD
                                       P-5
SELLING STOCKHOLDERS

         The Selling  Stockholders  are  officers  and  directors of the Company
and/or its  subsidiaries or predecessors and may be deemed to be "affiliates" of
the Company  within the meaning of the Securities  Act. The following  table and
text shows as to each Selling Stockholder:  the name of the Selling Stockholder,
the  nature of any  position,  office or other  material  relationship  with the
Company or its affiliates  within the past three (3) years; the number of shares
of the  outstanding  Common Stock of the Company owned as of August 4, 1997; the
number  of  such  shares  which  may be  sold  for the  account  of the  Selling
Stockholder;  and the number of such shares and  percentage  of the  outstanding
shares of such class that will be owned by the Selling Stockholder  assuming the
sale of all shares offered hereby.
==================================================================================================================================
                                                                         Number of                        Number of       % of
                                                                        Shares Owned     Shares Which    Shares Owned  Shares Owned
          Name                      Position/Relationship                After Sale       May be Sold  Before Sale (1)   After Sale
------------------------ ----------------------------------------------------------------------------------------------------------
Paula Berliner                             Director                        260,793          82,797         177,996       1.0
Joseph Cesarotti                           Director                        160,381          82,797          77,584       0.5
Myrtle Corbin                      Personal Banking Officer                 15,015          15,015               0       0.0
Ashok Dalal                            Former Director                      18,076           5,250          12,826       0.1
Dapathana Dell                             Employee                         15,964          13,715           2,249       (a)
Joseph Dorsey                     Divisional Vice President                 29,926          26,000           3,926       (a)
Lynn Fromberg                   Former Director of Family Bank             196,547          41,847         154,700       0.9
H. Gore                                    Director                        142,424          55,586          86,838       0.5
Richard Haskins             Executive Vice President and Director           81,550          22,800          58,750       0.3
Fred Hertzer                      Divisional Vice President                 75,647          75,647               0       0.0
Eugene W. Hughes, Jr.                      Director                        203,619          82,797         120,822       0.7
Bruce Keir                 Executive Vice President, Broward County        111,397          67,197          44,200       0.3
Jonathan Levine                            Employee                         43,615          42,900             715       (a)
Lennart E. Lindahl                Vice Chairman of the Board               131,193          55,586          75,607       0.4
Sandra McNally                       Unit Vice President                    51,363          18,850          32,513       0.2
Charles Muller                           Loan Officer                       15,015          15,015               0       0.0
Carol R. Owen               Chairman of the Board, Broward County          446,485          82,797         363,688       2.1
Judith Persan                      Personal Banking Officer                 16,887           6,955           9,932       (a)
Richard C. Rathke                          Director                        140,599          55,586          85,013       0.5
Victor Siegel                              Director                        267,706          17,378         250,328       1.5
Rudy Schupp              Chairman of the Board and C.E.O                   121,041          32,946          88,095       0.5
William F. Spitznagel                      Director                        310,964          55,586         255,378       1.5
Jon Taylor                        Investor Relations Manager                16,056          16,000              56       (a)
Bruce E. Wiita                             Director                        145,325          55,586          89,739       0.5
William Wolfson                            Director                          9,274           5,250           4,024       (a)
------------------------ ---------------------------------------------------------------------------------------------------
Total                                                                    3,026,862       1,031,883       1,994,979      11.6
================================================================================================================================
1/ Shares  issuable  to the Selling  Stockholders  upon  exercise  of  currently
outstanding  options or warrants under the Plans or other employee benefit plans
of the Company, whether or not presently exercisable, are included.

(a) Less than 0.1%
F:\DOCS\S-8\S8OLD.WPD
                                       P-6
PLAN OF DISTRIBUTION

         The Shares may be sold by Selling  Stockholders or by their  respective
pledgees,  donees,  transferees or other successors in interest.  In addition to
any such number of Shares sold hereunder, a Selling Stockholder may, at the same
time,  sell any shares of Common Stock,  including  the Shares,  owned by him in
compliance with all of the requirements of Rule 144,  regardless of whether such
shares  are  covered by this  Prospectus.  Such sales may be made on one or more
exchanges or in the over-the-counter market, or otherwise at prices and at terms
then  prevailing or at prices related to the  then-current  market price,  or in
negotiated transactions.  The Shares may be sold by one or more of the following
methods, without limitation:  (a) a block trade in which the broker or dealer so
engaged  will  attempt to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the  transaction;  (b) purchases
by a broker or dealer as  principal  and resale by such broker or dealer for its
account pursuant to this  Prospectus;  (c) ordinary  brokerage  transactions and
transactions  in  which  the  broker  solicits   purchasers;   (d)  an  exchange
distribution in accordance with the rules of such exchange; and (e) face-to-face
transactions  between  sellers  and  purchasers  without  a  broker-dealer.   In
effecting  sales,  brokers or dealers  engaged by the Selling  Stockholders  may
arrange  for other  brokers or dealers to  participate.  Brokers or dealers  may
receive  commissions  or discounts  from Selling  Stockholders  in amounts to be
negotiated  immediately prior to the sale. Such brokers or dealers and any other
participating  brokers or dealers may be deemed to be "underwriters"  within the
meaning of the Securities Act, in connection with such sales.

         Upon the Company's  being  notified by a Selling  Stockholder  that any
material  arrangement has been entered into with a broker or dealer for the sale
of Shares through a secondary distribution, or a purchase by a broker or dealer,
a supplemented  Prospectus will be filed,  if required,  pursuant to Rule 424(b)
under  the  Securities  Act,  disclosing  (a) the  name of each of such  Selling
Stockholder  and the  participating  broker-dealers,  (b) the  number  of Shares
involved, (c) the price at which such Shares are being sold, (d) the commissions
paid or the discounts or concessions allowed to such  broker-dealers,  (e) where
applicable, that such broker-dealers did not conduct any investigation to verify
the  information set out or  incorporated  by reference in this  Prospectus,  as
supplemented, and (f) other facts material to the transaction.

         There is no assurance  that any of the Selling  Stockholders  will sell
any or all of the Shares offered hereby.

         The Company will pay all  expenses in  connection  with this  offering,
other than commissions and discounts of underwriters, dealers or agents.

                                 INDEMNIFICATION

         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.

         Article VII of the Company's  bylaws (the  "Bylaws")  provides that the
Company's  officers,  directors,  employees and agents acting in their  official
capacities are entitled,  under certain conditions,  to indemnification  against
liabilities and expenses.

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

         Pursuant  to  Florida  law,  the  Company  may  purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Company or was serving at the request of the Company as a director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other enterprise, against any

F:\DOCS\S-8\S8OLD.WPD
                                       P-7
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 Company would have
the  power  to  indemnify  him  against  such  liability  under  the  applicable
provisions of the Bylaws or applicable  law. The Company  currently has in place
an  insurance  contract  covering the  liability  of  directors  and officers as
permitted under Florida law.

         The Company has not entered into  separate  indemnification  agreements
with any of its officers or directors.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors,  officers or persons  controlling the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Securities Act and is therefore unenforceable.

F:\DOCS\S-8\S8OLD.WPD
                                       P-8
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 19,
1997, for the fiscal year ended December 31, 1996;

     (b) Current  Report on Form 8-K,  filed with the  Commission on January 13,
1997;

     (c) Current Report on Form 8-K, filed with the Commission on July 10, 1997.

     (d)  Quarterly  Report on Form 10-Q filed with the  Commission on April 14,
1997, for the quarter ended March 31, 1997;

     (e) Amended  Quarterly  Report on Form 10-Q/A filed with the  Commission on
May 23, 1997, for the quarter ended March 31, 1997; and

     (f) 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 appearing in Republic Security Financial Corporation's Annual Report
(Form 10-K) for the year ended  December 31, 1996,  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.  Such
consolidated financial statements of Republic Security Financial Corporation are
incorporated  herein by  reference  in reliance  upon such report given upon the
authority of such firm as experts in accounting and auditing. The Registrant has
retained Morgan,  Lewis and Bockius LLP to render a legal opinion  regarding the
validity of the securities offered hereby and to provide legal advice in matters
related to the offering of such securities.

F:\DOCS\S-8\S8OLD.WPD
                                      II-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.

F:\DOCS\S-8\S8OLD.WPD
                                      II-2
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 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 here under.

                  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.

F:\DOCS\S-8\S8OLD.WPD
                                      II-3
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.

                  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.

         The Shares  have been or will be issued  pursuant  to option  exercises
under the  Plans.  Rights  under the Plans  were  issued to a limited  number of
individuals, all of whom are or were key management-level employees or directors
of the Company and/or its  subsidiaries  or  predecessors,  and such options are
nontransferable  except under the laws of descent and  distribution.  The Shares
are "restricted  securities" as that term is defined in Rule 144(a)(3) under the
Securities  Act.  The  issuance of the Shares  pursuant  to the  exercise of the
Rights as  provided  in the Plans  was or will be exempt  from the  registration
requirements  of the  Securities  Act pursuant to the provisions of Section 4(2)
thereof.

F:\DOCS\S-8\S8OLD.WPD
                                      II-4
Item 8.  Exhibits.

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

Exhibit
Number      Exhibit
------      -------
  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
24          Power of Attorney (included in signature page)

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

          (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.

F:\DOCS\S-8\S8OLD.WPD
                                      II-5
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.

F:\DOCS\S-8\S8OLD.WPD
                                      II-6
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 August 7,
1997.

                                       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
============================================================================================================
/s/Rudy E. Schupp                            
----------------------------------           Chairman of the Board, Chief           August 7, 1997
Rudy E. Schupp                               Executive Officer and Director
                                             (Principal Executive Officer)

 /s/ Lennart E. Lindahl                      Director                               August 7, 1997
----------------------------------
Lennart E. Lindahl, Jr.

----------------------------------           Director                               August 7, 1997
Carol R. Owen

/s/ Richard J. Haskins                       
----------------------------------           Executive Vice President and           August 7, 1997
Richard J. Haskins                           Director (Principal Financial
                                             and Accounting Officer)
                                             

Paula Berliner
----------------------------------           Director                               August 7, 1997

 
----------------------------------           Director                               August 7, 1997
Joseph D. Cesarotti

----------------------------------           Director                               August 7, 1997
Mary Anna Fowler

/s/ H. Gearl Gore                            Director                               August 7, 1997
-----------------------------------          
H. Gearl Gore

----------------------------------            Director                               August 7, 1997
Eugene W. Hughes, Jr.

F:\DOCS\S-8\S8OLD.WPD
                                             II-7
Signature                                    Title                                       Date
============================================================================================================

/s/ Richard C. Rathke                        Director                               August 7, 1997
----------------------------------            
Richard C. Rathke

/s/ Victor H. Siegel                         Director                               August 7, 1997
----------------------------------            
Victor H. Siegel

 /s/ William F. Spitznagel                   Director                               August 7, 1997
----------------------------------           
William F. Spitznagel

 /s/ Bruce E. Wiita                          Director                               August 7, 1997
----------------------------------           
Bruce E. Wiita

 /s/ William Wolfson                         Director                               August 7, 1997
----------------------------------
William Wolfson

============================================================================================================
F:\DOCS\S-8\S8OLD.WPD
                                      II-8
The Plan.  Pursuant to the  requirements of the Securities Act of 1993,
the trustees (or other persons who  administer  the employee  benefit plan) have
duly caused this registration statement to be signed on the Plan's behalf by the
undersigned, thereunto duly authorized, in the City of West Palm Beach, State of
Florida, on August 7, 1997.

                                 1997 PERFORMANCE INCENTIVE PLAN

                                 By /s/ Lennart E. Lindahl, Jr.
                                 ------------------------------------------
                                 Name:  Lennart E. Lindahl, Jr.
                                 Title: Chairman, Compensation Committee

F:\DOCS\S-8\S8OLD.WPD
                                      II-9
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
24         Power of Attorney (included in signature page)

F:\DOCS\S-8\S8OLD.WPD
                                      II-10
Exhibit 5

August 7, 1997

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 1,031,883  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  Republic
Security Financial  Corporation  Director and Officer Purchase Rights Plans (the
"Plans"). 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,
when issued and  delivered  in  accordance  with the terms of the Plan,  will be
legally issued, fully paid and non-assessable.

The foregoing opinion is limited to the Florida Business Corporation Act.

We hereby  consent to the use of this  opinion as Exhibit 5 to the  Registration
Statement.  In giving such  consent,  we do not thereby admit that we are acting
within the category of persons whose consent is required  under Section 7 of the
Act or the  rules or  regulations  of the  Securities  and  Exchange  Commission
thereunder.

Very truly yours,

/s/  Morgan, Lewis & Bockius LLP

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Exhibit 23.2

Consent of Independent Certified Public Accounts

We consent to the  reference of our firm under the caption  "Interests  of Named
Experts and Counsel" in the Registration  Statement (Form S-8) pertaining to the
Republic  Security  Financial  Corporation  Director  and  Officer  Options  and
Warrants  Plan  of  Republic   Security   Financial   Corporation   and  to  the
incorporation  by reference  therein of our report  dated  January 23, 1997 with
respect to the  consolidated  financial  statements  and  schedules  of Republic
Security Financial Corporation included in its Annual Report (Form 10-K) for the
year ended December 31, 1996, filed with the Securities and Exchange Commission.

                                                         /s/ Ernst & Young LLP

West Palm Beach, Florida
August 7, 1997

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