As filed with the Securities and Exchange Commission on April _4__, 1996
                         Registration Statement No. 33-


                       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
 INCORPORATION OR ORGANIZATION)                              IDENTIFICATION NO.)


                              4400 CONGRESS AVENUE
                         WEST PALM BEACH, FLORIDA 33407
                                 (407) 840-1200
                   (Address, including zip code, and telephone
                         number, including area code, of
                        registrant's principal executive
                                    offices)


      REPUBLIC SECURITY FINANCIAL CORPORATION EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)


                                 RUDY E. SCHUPP
                              4400 CONGRESS AVENUE
                         WEST PALM BEACH, FLORIDA 33407
                                 (407) 840-1200
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)



                                   COPIES TO:

                                Amy E. Paye, Esq.
                           Morgan, Lewis & Bockius LLP
                        5300 First Union Financial Center
                          200 South Biscayne Boulevard
                              Miami, Florida 33131
                                 (305) 579-0486


 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               aggregate offering price   Registration fee

====================================================================================================================================
<S>                                     <C>                         <C>                         <C>                     <C>     
Common Stock, par value
$.01 per share                          200,000                     $6.06(1)                    $1,212,000              $417.93

====================================================================================================================================
<FN>
(1)      Calculated solely for the purpose of this offering under Rule 457(c) of
         the Securities Acto of 1933 on th ebasis of the average of the high and
         low  selling  prices  per share of Common  Stock of  Republic  Security
         Financial  Corporation  on April 2,  1996,  as  reported  by the NASDAQ
         National Market.
</FN>
</TABLE>

<PAGE>

P R O S P E C T U S

                    REPUBLIC SECURITY FINANCIAL CORPORATION

                          EMPLOYEE STOCK PURCHASE PLAN

                200,000 Shares of Common Stock (Par Value $.01)



The Employee  Stock  Purchase Plan (the "Plan") of Republic  Security  Financial
Corporation (the "Company") provides Eligible Employees (as defined in the Plan)
the opportunity to purchase, through payroll deductions, shares of the Company's
common stock, par value $.01 per share (the "Common Stock").  Eligible Employees
in the Plan pay no brokerage  commissions or other  expenses in connection  with
the purchase of shares of Common Stock under the Plan.  The Agent (as defined in
the Plan) will administer the Plan.

Shares  purchased for Eligible  Employees'  Noncertificated  Share  Accounts (as
defined in the Plan) will generally be original  issue shares  acquired from the
Company. However, the Company reserves the right to purchase shares for the Plan
on the open market.  The purchase  price of shares of Common Stock purchase from
the  Company  will be an amount  equal to the  average  of the high and low sale
prices for the Common Stock on the Investment  Date (as defined in the Plan). If
no Common Stock was traded on the Investment  Date, the purchase price per share
will be based on the most recent date  immediately  prior to the Investment Date
that the Common  Stock was  traded.  The price per share for  additional  shares
purchased  on the open  market for the Plan will be the  average of the price of
all such shares purchased for the Plan in respect of any Investment Date.

The  outstanding  shares of the Company's  Common Stock are, and the  additional
shares offered hereby will be, listed on the NASDAQ National Market.

The Company  will  receive all of the net  proceeds  from the sale of the Common
Stock.







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




                  The date of this Prospectus is April 4, 1996



<PAGE>

No  person  has  been  authorized  to  give  any  information  or  to  make  any
representations other than those contained in this Prospectus in connection with
the  offer  made  hereby,   and,  if  given  or  made,   such   information   or
representations  must  not be  relied  upon as  having  been  authorized  by the
Company.  Neither the delivery of this  Prospectus  nor any sale made  hereunder
shall  under any  circumstances  create any  implication  that there has been no
change in the affairs of the Company since the date hereof. This Prospectus does
not constitute an offer or solicitation  by anyone in any  jurisdiction in which
said offer or  solicitation  is not qualified or in which the person making such
offer or  solicitation  is not  qualified  to do so or to  anyone  to whom it is
unlawful to make such offer or solicitation.




                                TABLE OF CONTENTS

                                                                           Page
Available Information.........................................................2
The Company...................................................................3
The Plan......................................................................3
         Purpose..............................................................3
         Advantages...........................................................4
         Administration.......................................................4
         Participation in Plan................................................5
         Optional Cash Payments...............................................6
         Costs................................................................7
         Purchases............................................................7
         Share Certificates...................................................7
         Participants' Records & Accounts.....................................8
         Modification or Termination by a Participant.........................8
         Other Information...................................................10
         Federal Income Tax Consequences.....................................11
Use of Proceeds..............................................................12
Appendix A:  Form of Payroll Deduction Authorization........................A-1
Appendix B:  Form of Purchase Order Form....................................B-1
Appendix C:  Form of Substitute IRS W-9 Form................................C-1



                                                      -1-


<PAGE>

                              AVAILABLE INFORMATION


         Republic Security  Financial  Corporation (the "Company") is subject to
the  information and reporting  requirements  of the Securities  Exchange Act of
1934,  as amended (the  "Exchange  Act"),  and, in accordance  therewith,  files
reports, proxy statements and other information with the Securities and Exchange
Commission (the  "Commission").  Information as of particular  dates  concerning
directors and officers,  their  remuneration  and any material  interest of such
persons in  transactions  with the  Company  is  disclosed  in proxy  statements
distributed to shareholders  of the Company and filed with the Commission.  Such
reports,  proxy statements and other  information can be inspected and copied at
the public  reference  facilities  maintained  by the  Commission  at Room 1024,
Judiciary  Plaza,  450 Fifth Street,  N.W.,  Washington,  D.C.  20549 and at the
Commission's regional offices located at Room 1228, 75 Park Place, New York, New
York 10007 and at Northwestern  Atrium Center,  500 West Madison  Street,  Suite
1400, Chicago,  Illinois 60661-2511.  Copies of such material can be obtained in
person from the Public  Reference  Section of the  Commission  at its  principal
office  located  at  Room  1024,   Judiciary  Plaza,  450  Fifth  Street,  N.W.,
Washington,  D.C. 25049, at prescribed  rates. The common stock, par value $0.01
per share (the "Common Stock"),  of the Company is listed on the NASDAQ National
Market (the "NASDAQ-NM"), and such reports, proxy material and other information
concerning  the Company  may also be  inspected  at the offices of the  National
Association of Securities Dealers, Inc., 1735 K Street, N.W.,  Washington,  D.C.
20006.

         This Prospectus  constitutes a part of a registration statement on Form
S-8 (herein,  together with all exhibits and schedules  thereto,  referred to as
the "Registration Statement") filed by the Company with the Commission under the
Securities Act of 1933, as amended (the "Securities  Act"),  with respect to the
securities  offered hereby.  This Prospectus,  which is part of the Registration
Statement,  does not contain all the information  set forth in the  Registration
Statement,  certain parts of which are omitted in accordance  with the rules and
regulations  of the  Commission.  Reference  is hereby made to the  Registration
Statement for further information with respect to the Company and the securities
offered hereby. Copies of the Registration  Statement are on file at the offices
of the  Commission and may be obtained upon payment of the prescribed fee or may
be examined without charge at the public reference  facilities of the Commission
described  above.  Statements  contained  herein  concerning  the  provisions of
documents are  necessarily  summaries of such  documents,  and each statement is
qualified in its entirety by  reference to the copy of the  applicable  document
filed with the Commission.

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

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The  following  documents,  filed with the  Commission  by the Company under the
Exchange  Act, are  incorporated  in this  Prospectus  and made a part hereof by
reference:

         The Company's Annual Report on Form 10-K for the nine-month  transition
         period ended December 31, 1995.

         The Company's Current Report on Form 8-K dated January 19, 1996.

         The Company's Proxy Statement dated March 29, 1996.

         All  documents  and reports  filed by the  Company  pursuant to Section
13(a),  13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the conclusion of the offerings contemplated hereby shall be deemed
to be  incorporated  by reference  into this  Prospectus and to be a part hereof
from the dates of filing of such documents or reports.  Any statement  contained
herein or in a document  incorporated  or deemed to be incorporated by reference
herein shall be modified or  superseded  for the purposes of this  Prospectus to
the extent that a statement  contained herein or in any other subsequently filed
incorporated document or in an accompanying prospectus supplement, if any, which
is or  is  not  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not, except as so modified or superseded, constitute a part of this Prospectus.


                                                      -2-


<PAGE>

         The Company will provide  without charge to each person,  including any
beneficial  owner of Common Stock,  to whom this  Prospectus is delivered,  upon
such person's  written or oral request,  a copy of the documents which have been
incorporated  by  reference  (other  than  exhibits  unless  such  exhibits  are
specifically incorporated by reference in any such document) in this Prospectus.
Written or telephone requests for copies of such documents should be directed to
Republic Security Financial  Corporation,  4400 Congress Avenue,  P.O. Box 4298,
West Palm Beach, Florida 33402-4298, Attention: Secretary, (407) 840-7841.


                                   THE COMPANY

         The Company is a bank holding company whose  principal  business is the
operation of Republic  Security Bank (the "Bank"),  its wholly owned subsidiary.
The Bank is a Florida commercial bank. The Company's primary market area is Palm
Beach County,  Florida, which is the nation's third-fastest growing metropolitan
statistical area. The Bank's main business  activities are attracting  deposits,
originating  loans,  making investments and servicing loans for the Bank and for
others.

         The  Company  was  incorporated  in  Florida  in 1983 and became a bank
holding  company on November 8, 1995 in  connection  with the  conversion of the
Bank from a federal  savings bank to a Florida  commercial  bank.  Its executive
offices  are  located  at  4400  Congress  Avenue,  West  Palm  Beach,   Florida
33407-3288,  telephone  number (407) 840-1200.  The common stock, par value $.01
per share (the "Common Stock"),  of the Company is currently traded on NASDAQ-NM
under the symbol "RSFC."


                                    THE PLAN

         The Board of  Directors  of the  Company  adopted  the  Employee  Stock
Purchase Plan (the "Plan"). The Plan gives Eligible Employees (as defined below)
the  opportunity  to purchases  shares of Common Stock at market value,  without
payment of any brokerage commission, service charge or other expense. A total of
200,000  shares of Common  Stock  have  been made  available  under the Plan for
purchase by Eligible  Employees.  Such shares may be from either  authorized and
unissued shares or the open market.

         The  following  description  of the Plan,  in the form of questions and
answers, constitutes a summary of the Plan. It does not purport to be a complete
statement  of the Plan or its  operation  and is  qualified  in its  entirety be
reference to the  provisions  of the Plan that is available  upon  request.  All
capitalized  terms  below not  defined  elsewhere  in this  Prospectus  have the
meanings set forth in the Plan.


PURPOSE

1.       What is the purpose of the Plan?

         The purpose of the Plan is to encourage  employee  participation in the
ownership of the Company by providing Eligible Employees (as defined in Question
4) the opportunity to purchase Common Stock through payroll deductions at market
value,  without  payment of any brokerage  commission,  service  charge or other
expense.  Shares  of the  Common  Stock  for the Plan may be  purchased,  in the
discretion of the Company,  either  directly from the Company and/or in the open
market.

         Since the purchase of shares will  provide  funds to be retained by the
Company in exchange for the issuance of new shares of Common Stock,  the Company
will receive  additional  funds  through the Plan that will be used from time to
time for general corporate purposes.



                                                      -3-


<PAGE>

ADVANTAGES

2.       What are some of the advantages of the Plan?

         The Plan offers Eligible Employees an inexpensive and convenient way to
become  shareholders  of the Company.  Eligible  Employees in the Plan (each,  a
"Participant") invest by the dollar amount instead of by share. Participants may
elect to have a designated portion of their Compensation (as defined in Question
6)  automatically  deducted  from their  paychecks  (a  "Deduction")  as well as
additional cash investment used to purchase shares of Common Stock. The total of
both a  Participant's  Deductions and the additional cash  investments  must not
exceed  $5,000 in any one  month.  (See  Question  4 for  information  on who is
eligible to participate.)

         All service  charges and brokerage  commissions,  if any, in connection
with purchases under the Plan will be paid by the Company.

         Full  investment  under the Plan is possible  because the Plan  permits
fractions of shares,  as well as full shares,  to be purchased for Participants.
In addition,  dividends with respect to such fractions,  as well as with respect
to full shares,  will be used to purchase  additional  shares for  Participants.
Regular statements will provide  Participants with a record of each transaction.
(See  Question 20 for  information  regarding  frequency of reports.)  All share
purchases,  by Deduction or by optional cash  payments,  will be credited to the
Participant's  account  established  for  the  Plan  (a  "Noncertificated  Share
Account") on the records of the Company.

ADMINISTRATION

3.       Who administers the Plan for Participants?

         The  Compensation   Committee  of  the  Company's  Board  of  Directors
administers  and interprets the Plan. The  Compensation  Committee has delegated
certain of its administrative  responsibilities  under the Plan to an agent (the
"Agent") who acts as agent for the Participants under an arrangement that may be
terminated  by the  Company  or the  Agent at any  time.  The  present  Agent is
American Stock Transfer & Trust Company.

         The  Agent   maintains  a  continuing   record  of  all   Participants'
Noncertificated Share Accounts,  sends statements of account to each Participant
and  performs  other  duties  relating  to the  Plan.  The  Agent  will hold for
safekeeping the certificates for shares purchased for each Participant under the
Plan until termination of the Eligible  Employee's  participation in the Plan or
until a written  request is received from the  Participant for withdrawal of the
shares.

         Should  American  Stock  Transfer & Trust  Company  cease to act as the
Agent under the Plan, the Company may perform these administrative duties itself
or may designate another agent. In such event, all references herein to American
Stock  Transfer & Trust  Company shall be deemed to be references to the Company
or such other agent as the Company may designate.

         All  correspondence,   notices,   questions  or  other   communications
regarding transactions under the Plan should be addressed to:

                     American Stock Transfer & Trust Company
                           40 Wall Street, 46th Floor
                               New York, NY 10005


PARTICIPATION

4.       Who is eligible to participate in the Plan?

         All  active  employees  whose  customary  employment  is more than five
months in any calendar year and who have  completed 90 days of  employment  with
the Company without interruption (each an "Eligible Employee") are

                                                      -4-


<PAGE>

eligible  to  participate  in the  Plan.  Participants  may make  optional  cash
payments  although  the  total  of  both  a  Participant's  Deductions  and  the
additional cash investments must not exceed $5,000 in any one month.

5.       How does an Eligible Employee participate?

         Participation  under the Plan is voluntary.  In order to participate in
the Plan,  an Eligible  Employee must  properly  complete the Payroll  Deduction
Authorization,  Purchase Order and Substitute IRS W-9 Forms  (collectively,  the
"Authorization  Forms")  furnished by the Company and return them to the Company
on or before the 15th of the month  preceding the next Offering Date (as defined
below). All Authorization Forms are enclosed with this Prospectus and additional
forms may be obtained  at any time by Eligible  Employees  by  contacting  Human
Resources,  Republic Security Financial Corporation,  4400 Congress Avenue, West
Palm Beach, Florida 33407-3288, telephone (407) 840-1200.

         An Offering Date occurs on the first day of each Purchase Period.  Each
Purchase  Period begins on the first  business day of each month and ends on the
End Date, the last business day of such month.


6.       What does Compensation include?

         The term  "Compensation"  includes a  Participant's  regular  salary or
wages,  overtime,  bonuses,  commissions and vacation pay as well as any amounts
deducted  pursuant  to the  Company's  401(k)  Plan.  The term does not  include
reimbursement  of  expenses  or  tax  gross-ups,   if  any,   relating  to  such
reimbursements,   or  Company   contributions  to  Social   Security,   worker's
compensation or fringe benefits.

7.       What do the Authorization Forms provide?

         The Authorization Forms provide the following:

               Payroll Deduction  Authorization Form:  authorizes the Company to
          deduct a specified  dollar  amount,  minimum  $5.00 and  increments of
          $1.00   (a   "Deduction"),   from  the   Participant's   Compensation,
          after-taxes,  each payroll period. 

               Purchase   Order   Form:   authorizes   the   Agent  to  use  the
          Participant's  Deduction, any optional cash payments and any dividends
          or other  distributions  to  purchase  shares of Common  Stock for the
          Participant's Noncertificated Share Account.

               Substitute  IRS  W-9  Form:   certifies  that  the  Participant's
          taxpayer  identification number is correct and that the Participant is
          not subject to backup withholding.

         Cash dividends on shares credited to the Participant's  Noncertificated
Share  Account  under the Plan are  automatically  used to  purchase  additional
shares.

8.       When may an Eligible Employee join the Plan?

         An Eligible  Employee may join the Plan at any time by  completing  the
Authorization  Forms by the 15th of the month preceding the Offering Date of any
new Purchase Period.

9.       How does the Plan work?

         When the Authorization Forms are properly completed and received by the
Company by the 15th of the month  preceding the next Offering  Date, the Company
will make regular  Deductions  from the  Participant's  gross pay and credit the
Participant's  Stock Purchase Account maintained by the Company.  No interest is
paid on the Deductions  credited to a Participant's  Stock Purchase Account.  On
the End Date of each  month,  the Company  will submit the entire  amount in the
Stock Purchase  Account to the Agent,  which will purchase  shares at the Market
Price

                                                      -5-


<PAGE>

on or about the first  business  day of the  following  month  (the  "Investment
Date"). The Agent will credit each Participant's  Noncertificated  Share Account
with the number of shares purchased on behalf of such Participant.

10.      How many shares may be sold under the Plan?

         The maximum  number of shares  reserved for the Plan is 200,000.  If on
any  Investment  Date,  the  number  of  shares  remaining  under  the  Plan  is
insufficient  to cover  purchases  that could  otherwise  be made from all Stock
Purchase  Accounts,  the number of shares  purchased for each Participant may be
limited. (See Question 35.)

OPTIONAL CASH PAYMENTS

11.      Who is eligible to make optional cash payments?

         Participants are eligible to make optional cash payments.  However, the
total of both a Participant's Deductions and the optional cash payments must not
exceed $5,000 in any one Purchase Period.

12.      How are optional cash payments made?

         Once an  Eligible  Employee  has  enrolled  in the Plan and the initial
Deduction  investment is made, an optional cash payment form will be attached to
each statement of account sent to the Participant.  Any check or money order for
an optional cash payment must be made to American Stock Transfer & Trust Company
and should be  accompanied by a properly  completed  optional cash payment form.
Checks and forms should be mailed to American Stock Transfer & Trust Company, 40
Wall Street, New York, New York 10005.

         Optional cash payments must be in United States  dollars and payable at
a United States bank.  The same amount need not be sent each time,  and there is
no obligation to make an optional cash payment in any quarter. Do not send cash.

         Optional cash payments can be refunded if a written request is received
by the  Agent at the  above  address  at least two  business  days  prior to the
Investment Date.

COSTS

13.      Are there any expenses to Participants in connection with purchases
         under the Plan?

         No. Participants will incur no brokerage commissions,  service or other
charges for purchases  made under the Plan. Any costs of  administration  of the
Plan  will be borne by the  Company.  However,  charges  will be  incurred  by a
Participant upon the sale of his or her shares. (See Questions 25 and 27.)


PURCHASES

14.      How many shares will be purchased for Participants?

         The number of shares to be purchased  will be  determined by the amount
of the  Participant's  Deductions  and any optional cash payments being invested
and  the  Market  Price  (as  defined  in  Question  15)  of  the  shares.  Each
Participant's  Noncertificated  Share  Account in the Plan will be credited with
the number of shares,  including  fractional  shares  computed to three  decimal
places,  equal to the amount of the  Deductions and optional cash payments to be
invested divided by the applicable purchase price of the shares.

15.      How will the purchase price of Shares be determined?

         Shares may be purchased  from the Company or may be  purchased,  in the
discretion of the Company, in the open market by the Agent. For shares purchased
from the  Company,  the price per share will be the  average of the high and low
sale  prices of the  shares  (the  "Market  Price")  on the  Investment  Date on
NASDAQ-NM as reported

                                                      -6-


<PAGE>

by The Wall Street Journal. If no shares were traded on the Investment Date, the
Market  Price will be based on the most  recent  date  immediately  prior to the
Investment  Date that the shares were traded.  For shares  purchased on the open
market,  the price per share will be the average  price of all shares  purchased
for the Plan in respect of any Investment Date.

16.       When will dividends and/or optional cash payments be invested?

         Dividends and any optional cash payments will be invested in additional
shares and credited to a Participant's Noncertificated Share Account within five
business days of each Investment Date.

17.       Must all dividends on shares credited to a Participant's 
          Noncertificated Share Account under the Plan be reinvested?

          Yes.       All  cash  dividends  on  shares  held in the  Plan for all
          Participants  are  automatically  reinvested in  additional  shares of
          Common Stock.
SHARE CERTIFICATES

18.      Will certificates be issued to Participants for shares purchased under
         the Plan?

         Although  the  Company   reserves  the  right  at  any  time  to  issue
certificates for any number of shares in a Participant's  Noncertificated  Share
Account,  certificates  for shares  will not be issued  except as  described  in
Question 19. Shares purchased under the Plan will be credited to a Participant's
Noncertificated Share Account and will be shown on a Participant's  statement of
account.  Certificates  for the shares  purchased  pursuant  to the Plan will be
issued to Participants  upon their written request,  except that no certificates
will be issued for fractional shares. A Participant requesting a certificate for
all the shares in Participant's  Noncertificated Share Account will receive cash
for the fractional share only if  participation in the Plan is terminated.  (See
Question 19 for how a Participant  may obtain  certificates.)  Cash dividends on
all shares held in the  Participant's  Noncertificated  Share  Account under the
Plan will be automatically  reinvested to purchase  additional shares which will
be reflected in the Participant's Noncertificated Share Account.

19.      How may a Participant obtain certificates for Shares purchased under
         the Plan?

         A  Participant  who has  purchased  shares  under  the Plan may  obtain
certificates for those shares in the Participant's Noncertificated Share Account
at any time by  sending a  written  request  to that  effect  to the  Agent.  No
certificates will be issued for fractional shares, but a Participant  requesting
termination of participation in the Plan will receive, in cash, the Market Price
of any fractional share as well as one certificate,  unless otherwise  requested
by the Participant,  for all whole shares held for such terminating  Participant
in the Noncertificated  Share Account.  This notice should be mailed to Republic
Security Financial Corporation,  c/o American Stock Transfer & Trust Company, 40
Wall  Street,  46th Floor,  New York,  New York  10005.  The  Company,  however,
reserves the right at any time to issue  certificates  to  Participants  for any
shares  in their  Noncertificated  Share  Accounts.  (See  Questions  24-27  for
information on termination of participation.)


PARTICIPANTS'  RECORDS AND ACCOUNTS

20.      What type of reports will be sent to Participants in the Plan?

         Deductions made under the Plan will appear on a  Participant's  regular
paycheck stub.

         As soon as practicable after each Investment Date, a Participant in the
Plan will receive a statement  indicating the Market Price, the number of shares
purchased and the number of shares in the  Participant's  Noncertificated  Share
Account. Each of these statements is a record of the cost of purchases under the
Plan and should be retained for tax purposes.


                                                      -7-


<PAGE>

         In addition,  each  Participant  will receive  copies of the  Company's
annual and  quarterly  reports to  shareholders,  notices of annual and  special
meetings, proxy statements and income tax information for reporting dividends.

21.      In whose name will accounts be maintained and certificates registered
         when issued?

         A Participant's Noncertificated Share Account will be maintained in the
name or names which appear on the Company's employment records. Participants may
designate  in the  Authorization  Forms  to  have  their  Noncertificated  Share
Accounts in their name  jointly  with their  spouse with right of  survivorship.
Only a spouse may be designated as a joint owner.

         If a Participant's  spouse is designated as a joint owner with right of
survivorship,  the  Noncertificated  Share Account will be in both names. Should
the  Participant  later  wish  to  remove  his or her  spouse's  name  from  the
Noncertificated  Share Account,  the  Participant  must submit a written request
bearing the spouse's notarized signature.

         A certificate  for shares,  when  delivered to a  Participant,  will be
registered  in the name or names in which the  Noncertificated  Share Account is
maintained.  Upon written request,  certificates can be registered and issued in
names other than the account name, provided that the request bears the signature
of the  Participant or  Participants  and the  signature(s)  are guaranteed by a
commercial bank or a member of the New York Stock Exchange.


MODIFICATION OR TERMINATION BY A PARTICIPANT

22.      How does a Participant increase or decrease his or her Deduction?

         A  Participant's  Deduction  generally  may not be  changed  during any
Purchase  Period.  However,  a  Participant  may increase or decrease his or her
Deduction for any  subsequent  Purchase  Period by signing and delivering to the
Company on or before the 15th of the month  preceding  the next  Offering Date a
Payroll  Deduction  Change  Authorization  Form,  which may be obtained from the
Company.  A Participant,  however,  may withdraw  completely from  participation
during a Purchase Period. (See Question 23.)

         A Participant  may not voluntarily  suspend his or her  Deductions,  or
withdraw  any  cash  credited  to his or her  Stock  Purchase  Account,  without
withdrawing from the Plan.

23.      How does a Participant terminate participation in the Plan?

         A Participant may terminate  participation  in the Plan by delivering a
Notice of Withdrawal to the Company. However, in order for payroll deductions to
cease as of a particular  payday,  the Notice of Withdrawal  must be received at
least 15 days before the end of the pay  period.  If a Notice of  Withdrawal  is
effective at any time other than the beginning of a subsequent  Purchase Period,
amounts  already  credited to a  Participant's  Stock  Purchase  Account will be
refunded to such withdrawing Participant.  Remember, unless Notice of Withdrawal
is timely made a  Participant's  participation  will  continue from one Purchase
Period to the next.

24.      What happens if a Participant terminates employment or otherwise
         becomes ineligible to participate?

         An employee's participation in the Plan ceases automatically:

         (a)      when a Participant's employment with the Company terminates 
                  for any reason; or

         (b)      when a Participant ceases to be an Eligible Employee; or

         (c)      if a Participant voluntarily withdraws from the Plan.

If any of the above events occur, the entire amount in such Participant's  Stock
Purchase Account will be refunded to the Participant (or to his or her estate).

                                                      -8-


<PAGE>


25.      Can the shares held in the Plan be sold through the Agent?

         A  Participant  can  instruct the Agent to sell any or all of the whole
shares held in the Plan.  The written  notification  to the Agent should include
the number of shares  that are to be sold.  The Agent will make the sale as soon
as  practicable  after  receipt of a  Participant's  request and a check for the
proceeds less  brokerage  commission and transfer taxes (if any) will usually be
sent by the Agent on the settlement date, which will be three business days from
the date of sale.

         No Participant  shall have the authority or power to direct the date or
sales price at which shares may be sold. The request must indicate the number of
shares  which may be sold and not the  dollar  amount to be  obtained.  Any such
request  that does not clearly  indicate  the number of shares which may be sold
will   be   returned   to   the   Participant    with   no   action   taken.   A
withdrawal/termination form is provided on the stub of the account statement for
this purpose. This notice should be addressed to American Stock Transfer & Trust
Company,  40 Wall  Street,  46th  Floor,  New York,  New York  10005.  Telephone
requests or general inquiries may also be made by calling (718) 921-8283.

26.      What happens to the shares held in the Noncertificated Share Account
         when a Participant terminates participation in the Plan or leaves the
         Company?

         A certificate for the shares held in the Noncertificated  Share Account
will be issued to the Participant upon the Participant's written request or upon
a Participant's  termination of participation in the Plan. No fractional  shares
will be issued.  (See Questions 18 and 19 for information on share  certificates
and on the cash  payment  for  fractional  shares in the  Noncertificated  Share
Account.)

27.      May a Participant receive cash in lieu of full share certificates upon
         termination of participation?

         Yes.  The  Participant  may request in his or her Notice of  Withdrawal
that the Agent sell all full and fractional  shares held in the  Noncertificated
Share  Account  under the Plan in which  case the Agent will sell the shares and
deliver the Market Price of any fractional  share and the proceeds from the sale
of full shares,  less brokerage  commissions and any taxes payable in connection
with the sale, to the Participant.

28.      When may an Eligible Employee re-enroll in the Plan?

         An Eligible  Employee may re-enroll only for the next or any succeeding
Purchase Period. Such Employee will be required to complete  Authorization Forms
and deliver them to the Company by the 15th of the month  preceding the Offering
Date of any new Purchase Period if such employee  decides to participate  again.
However, the Company reserves the right to reject any Authorization Forms from a
previous  Participant on grounds of excessive  enrolling and  termination.  This
reservation is intended to minimize administrative expenses and to encourage use
of the Plan as a long-term investment service.

OTHER INFORMATION

29.      How will a Participant's shares be voted at annual meetings of 
         shareholders?

         The Agent will obtain voting  instructions from the Participant for all
full and  fractional  shares  which are held by the Agent for the  Participant's
Noncertificated  Share Account on the record date established by the Company for
determining shareholders entitled to vote. In the absence of voting instructions
from the Participant, shares accumulated under the Plan will not be voted.

30.      What happens if the Company issues a stock dividend, declares a stock
         split or has a rights offering?

         Any stock  dividends  or split  shares  distributed  by the  Company on
shares  held  by  the  Agent  for  the  Participant  will  be  credited  to  the
Participant's Noncertificated Share Account. In the event that the Company makes
available  to its common  shareholders  rights to  purchase  additional  shares,
debentures or other securities, the Agent

                                                      -9-


<PAGE>

will sell such rights accruing on shares held by the Agent for  Participants and
invest the  proceeds in Common  Stock of the  Company  prior to or with the next
regular cash dividend.

         A Participant who wishes to exercise  purchase rights must request that
a stock  certificate be sent to him or her by the Agent prior to the record date
for the rights offering.

31.      Can a Participant pledge shares credited to his or her account?

     No. Shares in a Participant's Noncertificated Share Account in the Plan may
not be pledged or otherwise encumbered unless withdrawn from the Noncertificated
Share Account.  

32.      What is the responsibility of the Company or the Agent under the Plan?

         In  administering  the Plan,  neither the Company nor the Agent nor any
agent of either of them will be liable for any act done in good  faith,  without
negligence, or for any omission to act including, without limitation, any claims
for   liability   arising  out  of  failure  to  terminate   the   Participant's
Noncertificated  Share  Account upon his or her death prior to receipt of notice
in  writing of such  death and with  respect  to the prices at which  shares are
purchased or sold for the  Participant's  Noncertificated  Share Account and the
times such purchases or sales are made.

         All notices  from the Agent to a  Participant  will be addressed to the
Participant's last known address. Participant's should notify the Agent promptly
in writing of any change in address.

33.      Does participation in the Plan involve any risk?

         The risk to  Participants  is the same as with any other  investment in
shares  of  Common  Stock  of  the  Company.  It  should  be  recognized  that a
Participant  loses any advantage  otherwise  available from being able to select
the timing of his or her investment. It should also be recognized that, like any
investment, the Company cannot assure the Participant of a profit or protect the
Participant  against a loss on the shares purchased by the Participant under the
Plan.

34.      May the Plan be modified, suspended or terminated?

         While the Company hopes to continue the Plan indefinitely,  the Company
reserves  the  right to  suspend  or  terminate  the Plan at any  time.  It also
reserves  the  right  to make  modifications  or  amendments  to the Plan and in
particular  reserves  the  right  to  refuse  optional  cash  payments  from any
Participant  who,  in the sole  discretion  of the  Company,  is  attempting  to
circumvent the interest of the Plan by making  excessive  optional cash payments
through  multiple  Noncertificated  Share Accounts.  To the extent  practicable,
notice of any such  suspension,  termination,  modification or amendment will be
sent to all  Participants  at least 30 days  prior to the  effective  date.  Any
modification  will be deemed to be accepted by Participants  who do not withdraw
prior to the effectiveness of the modification.

         If  the  Plan  is  terminated,  each  Participant  will  receive  (1) a
certificate for all whole Common Stock held in the Participant's Noncertificated
Share Account and (2) a check  representing  the value of any  fractional  share
held in the  Participant's  Noncertificated  Share  Account  and any  uninvested
optional cash payment held in the account.

35.      When does the Plan end?

         The Plan will end:

         (a)      immediately after any Investment Date on which all available
                  shares under the Plan have been purchased; or

         (b)      at any time at the discretion of the Board of Directors; or


                                                      -10-


<PAGE>


         (c)      if the  Company  is  dissolved  or is  not  the  surviving  or
                  resulting  corporation in any corporate  reorganization  other
                  than a merger to change the  jurisdiction of  incorporation of
                  the Company.

If there are not sufficient shares for purchase by Participants on an Investment
Date, the  Compensation  Committee  will allocate the available  shares pro rata
among the Participants and any cash balance  remaining in a Participant's  Stock
Purchase Account will be refunded to the Participant.


FEDERAL INCOME TAX CONSEQUENCES

         Given that the  Common  Stock is being  offered  under the Plan at fair
market  value,  there is no need for the  Plan to meet  the  requirements  of an
employee stock  purchase plan  described in section 423 of the Internal  Revenue
Code of 1986. This will not, however,  result in any adverse tax consequences to
the Participants.

         Participants  should  consult their personal tax advisors with specific
reference to their own tax  situations  and potential  changes in the applicable
laws  as to all  federal,  state,  local,  foreign  and  other  tax  matters  in
connection  with the  purchases  of Common Stock and  reinvestment  of dividends
under the Plan, the  Participant's tax basis and holding period for Common Stock
acquired under the Plan and the character,  amount and tax treatment of any gain
or loss realized on the  disposition  of Common  Stock.  The following is only a
brief  summary  of some  of the  principal  federal  income  tax  considerations
applicable to the Plan.

36.      When are a Participant's Deductions made?

         A Participant's  Deductions for the purpose of purchasing  Common Stock
under the Plan are made on an after-tax  basis. In contrast to salary  deferrals
to a 401(k) plan, for example, the Deductions will be taxable to the Participant
as ordinary  income as though the  Participant  had received such amounts in the
payroll period in which they were deducted.

37.      What is the tax treatment of shares received by a Participant pursuant
         to the Plan?

         No other taxable  income results to the  Participant  upon the grant of
the right to purchase or the actual purchase of the Common Stock under the Plan.

38.      What is the tax treatment of dividends received by a Participant from
         shares held under the Plan?

         Cash dividends on Common Stock held under the Plan will be taxable to a
Participant as ordinary income in the same manner as if the Participant held the
shares directly.

39.      What is the tax treatment of cash received by a Participant upon the 
         sale of shares purchased by the Participant pursuant to the Plan?

         In the event the  Participant  sells  all or part of the  Common  Stock
credited  to his or her  Noncertificated  Share  Account  under  the  Plan,  the
Participant  will realize  long-term or short-term  capital gain or loss, as the
case may be, in an amount equal to the difference between the amount realized on
the sale and the  Participant's  basis in the Common  Stock sold.  Generally,  a
Participant's  basis will be the  purchase  price for the  shares.  The  holding
period for  determining  the long-term or short-term  status of the  transaction
runs from  Investment  Date,  i.e.,  the date the  shares of Common  Stock  were
purchased by the Agent on the Participant's behalf.


                                 USE OF PROCEEDS

         The net proceeds from the sale of authorized but unissued stock will be
used for general corporate purposes.


                                                      -11-
MI01/186538.3

<PAGE>



         The  purpose  of the  Plan  is to  provide  Eligible  Employees  of the
Company's   shares  with  an  inexpensive  and  convenient  way  of  becoming  a
shareholder of the Company without payment of any brokerage commission,  service
charge or other expense. Shares for the Plan may be purchased, in the discretion
of the  Company,  either  directly  from the Company  and/or in the open market.
Shares  purchased from the Company will be previously  unissued  shares and will
provide the Company with funds for general Company purposes.





                                                      -12-


<PAGE>
                                                                      Appendix A


Payroll Deduction Authorization

Employee Stock Purchase Plan
Republic Security Financial Corporation Common Stock

Republic Security Financial  Corporation (the "Company") is hereby authorized to
deduct  $__________ from my pay after taxes each payroll period, for transmittal
to American Stock Transfer & Trust Co. to purchase Republic  Security  Financial
Corporation common stock, par value $.01 per share, for my account. I understand
that  this  deduction  authorization  shall  be  placed  in  effect  as  soon as
practicable,  and that it may be increased or decreased or  terminated  by me at
any time upon written notice to the Company.

*  Deductions must be authorized in multiples of $1 with a minimum of $5 per
payroll period.


- --------------------------------------------------------------------------------
Employee.Print or type full name.     First           MI                Last


- --------------------------------------------------------------------------------
Employee Signature


- --------------------------------------------------------------------------------
Social Security Number                                                   Date


- --------------------------------------------------------------------------------
Location























                                                        A-1



<PAGE>



                                                                      Appendix B


American Stock Transfer & Trust Co. Purchase Order Form

By a separate  Payroll  Deduction  Form, I am authorizing  my employer  Republic
Security Financial Corporation to deduct funds from my salary.

I hereby authorize American Stock Transfer & Trust Co. (the "Agent") as my agent
to apply all such  payroll  deduction  funds,  together  with  dividends,  other
distributions and any voluntary cash contributions I may make from time to time,
to the purchase of full and/or fractional shares of Republic Security  Financial
Corporation common stock registered as set forth below.

I understand that the purchases will be made subject to the terms and conditions
of  the  Employee  Stock  Purchase  Plan  set  forth  in the  attached  material
accompanying  this form and that I can terminate this  authorization at any time
by notifying the Agent in writing.



- --------------------------------------------------------------------------------
Name (Print)       First                     MI                  Last


- --------------------------------------------------------------------------------
Employee Signature


- --------------------------------------------------------------------------------
Address

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


- --------------------------------------------------------------------------------
Social Security Number                                            Date


- --------------------------------------------------------------------------------
Spouse's Name (Print)       First             MI                  Last
(If account will be held jointly with Employee's spouse)


- --------------------------------------------------------------------------------
Spouse's Signature


- --------------------------------------------------------------------------------
Spouse's Social Security Number








                                                        B-1



<PAGE>

                                                                      Appendix C
Substitute IRS W-9 Form
Important Information About Withholding Dividends

Urgent Notice to Investors

The following  information  must be completed  when opening a new Employee Stock
Purchase Plan Account to avoid withholding of dividends.

Effective for all accounts opened after December 31, 1983, the Internal  Revenue
Service  requires  that we withhold 31 percent of all dividend and capital gains
in  your  account  and  redemption  proceeds  if  we  do  not  have  a  taxpayer
identification  number (usually Social Security number) AND  certification  from
you  that  the  number  is  correct  and  that  you are not  subject  to  backup
withholding.

You may have been  notified  by IRS that you are  subject to backup  withholding
under  Section  3406(a)(1)(C)  of the  Internal  Revenue  Code  because you have
underreported interest or dividends or you were required to but failed to file a
return which would have included a reportable  interest or dividend payment.  If
you have NOT been so notified, check the box below.

[ ] Check this box if you are NOT subject to backup  withholding  under the
provisions of Section 3406(a)(1)(C) of the Internal Revenue Code

                                           If  account is to be held jointly:
Employee's Taxpayer Identification Number  Spouse's Taxpayer Identification
(usually your Social Security Number)      Number
                                           (usually your Social Security Number)

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

Certification

Under penalties of perjury, I certify that the information provided on this form
is true, correct, and complete.



________________________________________________  Date: ____/_____/____
Signature

________________________________________________  Date: ____/_____/____
Spouse's Signature
(If account if to be held jointly)


IF YOU DO NOT CHECK THE BOX ABOVE,  31% OF ANY  DIVIDENDS  PAID ON YOUR  ACCOUNT
WILL BE WITHHELD.

THIS FORM SHOULD BE SUBMITTED  TO AST ALONG WITH THE AST PURCHASE  ORDER FORM ON
THE PREVIOUS PAGE.



                                                        C-1



<PAGE>



<TABLE>
<CAPTION>
<S>                                                                                         <C>          
================================================================================   =================================================
No dealer,  salesman,  or any other  individual has been  authorized to give any
information or to make any  representations  not contained in this Prospectus in
connection with the offer made by this Prospectus.  If given or made, such
information or representations must not be relied upon as having been authorized                  200,000 Shares
by the Company. This Prospectus does not constitute an offer to sell, or a 
solicitation to buy the Common Stock in any jurisdiction where, or to any person             REPUBLIC SECURITY FINANCIAL
to whom, it is unlawful to make such offer or solicitation.  Neither the                           CORPORATION
delivery  of  this  Prospectus  nor any  sale  made hereunder shall, under any  
circumstances,  create an implication that there has not been any change in the 
facts set forth in this  Prospectus or in the affairs of the Company since the
date hereof.


                                                                                               Common Shares Offered by
                                                                                                   Republic Security
                                                                                                Financial Corporation
                                                                                                   to its Employees
                                                                                            Solely in Connection with its
                                                                                             Employee Stock Purchase Plan
              ---------------------------------------------






                   TABLE OF CONTENTS

                                                  Page
                                                                                 ---------------------------------------------------
Available Infomation.................................2

The Company..........................................3                                           PROSPECTUS

The Plan.............................................3                          ----------------------------------------------------

Use of Proceeds.....................................12

Appendix A:  Form of Payroll

   Deduction Authorization.........................A-1

Appendix B:  Form of Purchase

   Order Form......................................B-1

Appendix C:  Form of Substitute

   IRS W-9 Form....................................C-1







                                                                                               April 4, 1996
================================================================================   =================================================
</TABLE>

<PAGE>
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference.

         The following documents, filed with the Commission by the Company under
the Exchange Act, are  incorporated in this Prospectus and made a part hereof by
reference:

         The Company's Annual Report on Form 10-K for the nine-month transition
         period ended December 31, 1995.

         The Company's Current Report on Form 8-K dated January 19, 1996.

         The Company's Proxy Statement dated March 29, 1996.

         All  documents  and reports  filed by the  Company  pursuant to Section
13(a),  13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the conclusion of the offerings contemplated hereby shall be deemed
to be  incorporated  by reference  into this  Prospectus and to be a part hereof
from the dates of filing of such documents or reports.  Any statement  contained
herein or in a document  incorporated  or deemed to be incorporated by reference
herein shall be modified or  superseded  for the purposes of this  Prospectus to
the extent that a statement  contained herein or in any other subsequently filed
incorporated document or in an accompanying prospectus supplement, if any, which
is or  is  not  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not, except as so modified or superseded, constitute a part of this Prospectus.

Item 4.  Description of Securities.

         The  following  is a summary of  certain  provisions  of the  Company's
Articles of  Incorporation,  as amended,  insofar as these provisions affect the
Common Stock.  This summary is subject in all respects to the  provisions of the
Articles of Incorporation, which are an exhibit to the Registration Statement of
which this  Prospectus  constitutes a part,  and is qualified in its entirety by
reference thereto.

Authorized and Outstanding Stock

         The  aggregate  number of shares the Company has  authority to issue is
30,000,000  shares,  divided into 20,000,000  shares of Common Stock,  par value
$.01 per share, and 10,000,000  shares of series preferred stock, par value $.01
per  share  (the  "Series  Preferred  Stock"),  including  the  7.5%  Cumulative
Convertible  Preferred  Stock,  Series A (the "Series A Preferred"),  and the 7%
Cumulative  Preferred,  Series  C (the  "Series  C  Preferred").  The  Board  of
Directors  has authority to divide the Series  Preferred  Stock into one or more
series  and  has  broad  authority  to fix and  determine  relative  rights  and
preferences of the shares of each such series.

     As of March 8, 1996,  6,873,173  shares of the Common Stock were issued and
outstanding,  and 379,000  shares of Series A Preferred and 1,035,000  shares of
Series C  Preferred  were  issued  and  outstanding.  Non  qualified  options to
purchase  193,828  shares of common stock were  outstanding  as of that date. In
addition,  warrants to purchase  209,649 shares of common stock were outstanding
as of March 8, 1996.

Dividend Rights

         Holders of shares of Common Stock are entitled to receive  ratably such
dividends,  if any,  as may be  declared  from  time to  time  by the  Board  of
Directors out of funds legally available  therefor.  Since the Company is a bank
holding company, the funds required by the Company to enable it to pay dividends
on its Common Stock are derived  predominantly  from the  dividends  paid to the
Company by the Bank.  The  Company's  ability to pay  dividends,  therefore,  is
dependent upon the earnings, financial condition and ability to pay dividends of
the Bank.  The Bank is subject to  regulation by the Federal  Deposit  Insurance
Corporation and the Florida Department of

                                                      II-1


<PAGE>

Banking,  and the amounts of its  earnings  and  dividends  are  affected by the
manner in which it is regulated by these authorities.

Liquidation Rights

         In the event of liquidation,  dissolution or winding up of the Company,
the holders of shares of Common  Stock are  entitled  to  received  pro rata all
assets available for  distribution  after payment of obligations of the Company,
including  any   indebtedness  of  the  Company  and  the  distribution  of  all
preferential amounts due to the holders of Series Preferred Stock.

Voting Rights

         Holders  of shares of Common  Stock are  entitled  to one vote for each
share held by them at all meetings of the  shareholders  and are not entitled to
cumulate their votes for the election of directors.

Appraisal Rights

         Under  Florida law,  dissenters'  rights of appraisal  are available to
shareholders in the case of certain mergers or consolidations. Shareholders have
to follow a detailed set of steps as set forth in the statue in order to perfect
their dissenters' rights of appraisal.

No Preemptive Rights

         Neither  the  Common  Stock nor any other  class of  securities  of the
Company has any preemptive rights.

Transfer Agent and Registrar

         The Transfer Agent and Registrar for the Common Stock is American Stock
Transfer & Trust Company.

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 nine-month  transition  period ended December 31, 1995, 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 are incorporated  herein by
reference in reliance  upon such report given upon the authority of such firm as
experts in accounting and auditing.

         The validity of the  securities  offered hereby will be passed upon for
the Company by Morgan, Lewis & Bockius LLP, Miami, Florida.

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 Company's Bylaws provide as follows:


                                                      II-2


<PAGE>



                                   ARTICLE VI
                                 INDEMNIFICATION

         Section 1.  Indemnification.  The  Corporation,  to the full extent not
         expressly prohibited by law, shall indemnify any person who was or is a
         party or is threatened to be made a party to any threatened,  ending or
         completed  action,  suit  or  proceedings,   whether  civil,  criminal,
         administrative  or  investigative,  by reason of the fact that he is or
         was a director, officer or employee of the Corporation or of any of its
         subsidiaries  or is or was serving at the request of the Corporation or
         any of its  subsidiaries as a director,  officer,  employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise.

         Section 2.  Without  limiting  the  generality  of the  foregoing,  the
         Corporation  shall indemnify all such directors,  officers or employees
         both as to action in their official  capacities and as to action in any
         other capacity while holding such office (including matters as to which
         such  person  shall  have been  alleged  or  adjudged  to be liable for
         negligence) except that such indemnification  shall not extend to gross
         negligence or willful misconduct.

         Section 3. The  Corporation  shall have power 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 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  corporation  would have the power to indemnify  him
         against such liability under the provisions of this Article.

         Section 4. Amendment.  This Article may not be amended or repealed in a
         manner which would  adversely  affect the  indemnification  rights of a
         director or officer or former director or officer hereunder;  provided,
         the act or omission which is the basis for the  threatened,  pending or
         completed action,  suit or proceeding occurred prior to the adoption of
         the amendment or repeal.

         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 of the
registrant  or applicable  law. The Company  currently has in place an insurance
contract  covering the  liability of directors  and officers as permitted  under
Florida law.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.

NUMBER   DESCRIPTION OF EXHIBIT

  5      Opinion re: legality
  23.1   Consent of Ernst & Young LLP
  23.2   Consent of Morgan, Lewis & Bockius LLP (Included as part of the opinion
         contained in Exhibit 5 herein)

Item 9.  Undertakings

         (1) The undersigned registrant hereby undertakes:

                                                      II-3


<PAGE>

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

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

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change to such
                  information in the registration statement.

                           Provided,  however,  that  paragraphs  (a)(1)(i)  and
                  (a)(1)(ii)  do not  apply if the  information  required  to be
                  included in a post-effective  amendment by those paragraphs is
                  contained in periodic  reports  filed with or furnished to the
                  Commission by the registrant pursuant to section 13 or section
                  15(d)  of  the  Securities  Exchange  Act  of  1934  that  are
                  incorporated by reference in the registration statement.

                  (b) 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.

                  (c) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (2) The undersigned  registrant hereby undertakes that, for purposes 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,  where  applicable,  each  filing of an
employee benefit plan, annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is  incorporated  by  reference  in the  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (3) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given,  the latest annual report to security  holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus,  to deliver, or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

         (4)  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.

                                                      II-4


<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all 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 the 4th day of
April, 1996.

                                    REPUBLIC SECURITY FINANCIAL CORPORATION


                                    By:  /s/ Rudy E. Schupp
                                        Rudy E. Schupp, Chairman of the Board,
                                        President, Chief Executive Officer


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.  Each person whose signature appears below
authorizes and appoints Rudy E. Schupp as his  attorney-in-fact to sign and file
on his behalf,  in each capacity  stated below,  any and all  amendments to this
registration statement.

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

Signature                                         Title                                            Date

/s/ Rudy E. Schupp                                Chairman of the Board, President,                April 4, 1996
- ----------------------------------                Chief Executive Officer and
Rudy E. Schupp                                    Director                               
                                                  
/s/ Richard J. Haskins                            Executive Vice President,                        April 4, 1996
- ----------------------------------                Principal Financial and
Richard J. Haskins                                Accounting Officer and Director                               
                                                  

/s/ H. Gearl Gore                                 Director                                         April 4, 1996
- -----------------------------------
H. Gearl Gore

/s/ Lennard E. Lindhal                            Director                                         April 4, 1996
- ----------------------------------
Lennart E. Lindahl, Jr.

/s/ Richard C. Rathke                             Director                                         April 4, 1996
- -----------------------------------
Richard C. Rathke

/s/ Victor H. Siegel                              Director                                         April 4, 1996
- ------------------------------------
Victor H. Siegel

/s/ William F. Spitznagel                         Director                                         April 4, 1996
- ---------------------------------
William F. Spitznagel

/s/ Bruce E. Wiita                                Director                                         April 4, 1996
- ------------------------------------
Bruce E. Wiita

/s/ William Wolfson                               Director                                         April 4, 1996
- ------------------------------------
William Wolfson

</TABLE>


<PAGE>

         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  its  behalf  by  the
undersigned, thereunto duly authorized, in the City of West Palm Beach, State of
Florida, on April , 1996.

                                    EMPLOYEE STOCK PURCHASE PLAN


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



<PAGE>

                                INDEX TO EXHIBITS

NUMBER        DESCRIPTION OF EXHIBIT                        PAGE

5             Opinion re:  legality

23.1          Consent of Ernst & Young LLP





<PAGE>
                                                                       Exhibit 5



April 3, 1996


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

Re:      Offering of Shares Pursuant to
         Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Republic Security Financial  Corporation,  a Florida
corporation (the "Company"),  in connection with the preparation and filing with
the  Securities  and Exchange  Commission  under the  Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration  Statement")
relating to the registration by the Company of an aggregate of 200,000 shares of
the  Company's  common  stock,  $.01 par value per share (the  "Shares"),  to be
issued pursuant to the Company's Employee Stock Purchase Plan (the "Plan").

In so acting,  we have  examined  originals,  or copies  certified  or otherwise
identified  to our  satisfaction,  of (a) the Articles of  Incorporation  of the
Company,  (b) the  Bylaws  of the  Company,  (c) the  Plan  and (d)  such  other
documents,  records, certificates and other instruments of the Company as in our
judgment are necessary or appropriate for purposes of this opinion.

Based on the foregoing, we are of the following opinion:

1.   The Company is a corporation duly incorporated and validly
     existing in good standing under the laws of the State of Florida.

2.   The Shares have been duly  authorized by the Company and, when
     issued  and  paid  for as  contemplated  by  the  Registration
     Statement,  will be duly and validly  issued and will be fully
     paid and non-assessable.

We render the  foregoing  opinions as members of the Bar of the State of Florida
and express no opinion as to laws other than the laws of the State of Florida.

We  consent  to the  use of  this  opinion  as an  exhibit  to the  Registration
Statement  and to the use of our name under the caption  "Legal  Matters" in the
Registration Statement.


Very truly yours,


/s/ Morgan, Lewis & Bockius LLP



<PAGE>


                                                                    EXHIBIT 23.1

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the  reference to 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 Employee Stock Purchase Plan and to the
incorporation  by reference  therein of our report dated January 19, 1996,  with
respect to the consolidated  financial statements of Republic Security Financial
Corporation  included  in its  Annual  Report  (Form  10-K)  for the  nine-month
transition  period  ended  December  31,  1995,  filed with the  Securities  and
Exchange Commission.

ERNST & YOUNG LLP


West Palm Beach, Florida
April 2, 1996
[{"type": "S-8", "sequence": "1", "description": "EMPLOYEE STOCK PURCHASE PLAN", "secsgml_size_bytes": 79278}]
{"company-data": {"conformed-name": "REPUBLIC SECURITY FINANCIAL CORP", "cik": "0000743136", "assigned-sic": "6035", "irs-number": "592335075", "state-of-incorporation": "FL", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02307", "film-number": "96544802"}, "business-address": {"street1": "4400 CONGRESS AVENUE", "city": "WEST PALM BEACH", "state": "FL", "zip": "33418", "phone": "4078632554"}, "mail-address": {"street1": "4400 CONGRESS AVE", "city": "WEST PALM BEACH", "state": "FL", "zip": "33418"}, "former-company": {"former-conformed-name": "REPUBLIC SAVINGS FINANCIAL CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on April _4__, 1996
                         Registration Statement No. 33-

                       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
 INCORPORATION OR ORGANIZATION)                              IDENTIFICATION NO.)

                              4400 CONGRESS AVENUE
                         WEST PALM BEACH, FLORIDA 33407
                                 (407) 840-1200
                   (Address, including zip code, and telephone
                         number, including area code, of
                        registrant's principal executive
                                    offices)

      REPUBLIC SECURITY FINANCIAL CORPORATION EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                 RUDY E. SCHUPP
                              4400 CONGRESS AVENUE
                         WEST PALM BEACH, FLORIDA 33407
                                 (407) 840-1200
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                   COPIES TO:

                                Amy E. Paye, Esq.
                           Morgan, Lewis & Bockius LLP
                        5300 First Union Financial Center
                          200 South Biscayne Boulevard
                              Miami, Florida 33131
                                 (305) 579-0486

 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               aggregate offering price   Registration fee

====================================================================================================================================
Common Stock, par value
$.01 per share                          200,000                     $6.06(1)                    $1,212,000              $417.93

====================================================================================================================================
(1)      Calculated solely for the purpose of this offering under Rule 457(c) of
         the Securities Acto of 1933 on th ebasis of the average of the high and
         low  selling  prices  per share of Common  Stock of  Republic  Security
         Financial  Corporation  on April 2,  1996,  as  reported  by the NASDAQ
         National Market.
P R O S P E C T U S

                    REPUBLIC SECURITY FINANCIAL CORPORATION

                          EMPLOYEE STOCK PURCHASE PLAN

                200,000 Shares of Common Stock (Par Value $.01)

The Employee  Stock  Purchase Plan (the "Plan") of Republic  Security  Financial
Corporation (the "Company") provides Eligible Employees (as defined in the Plan)
the opportunity to purchase, through payroll deductions, shares of the Company's
common stock, par value $.01 per share (the "Common Stock").  Eligible Employees
in the Plan pay no brokerage  commissions or other  expenses in connection  with
the purchase of shares of Common Stock under the Plan.  The Agent (as defined in
the Plan) will administer the Plan.

Shares  purchased for Eligible  Employees'  Noncertificated  Share  Accounts (as
defined in the Plan) will generally be original  issue shares  acquired from the
Company. However, the Company reserves the right to purchase shares for the Plan
on the open market.  The purchase  price of shares of Common Stock purchase from
the  Company  will be an amount  equal to the  average  of the high and low sale
prices for the Common Stock on the Investment  Date (as defined in the Plan). If
no Common Stock was traded on the Investment  Date, the purchase price per share
will be based on the most recent date  immediately  prior to the Investment Date
that the Common  Stock was  traded.  The price per share for  additional  shares
purchased  on the open  market for the Plan will be the  average of the price of
all such shares purchased for the Plan in respect of any Investment Date.

The  outstanding  shares of the Company's  Common Stock are, and the  additional
shares offered hereby will be, listed on the NASDAQ National Market.

The Company  will  receive all of the net  proceeds  from the sale of the Common
Stock.

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

                  The date of this Prospectus is April 4, 1996
No  person  has  been  authorized  to  give  any  information  or  to  make  any
representations other than those contained in this Prospectus in connection with
the  offer  made  hereby,   and,  if  given  or  made,   such   information   or
representations  must  not be  relied  upon as  having  been  authorized  by the
Company.  Neither the delivery of this  Prospectus  nor any sale made  hereunder
shall  under any  circumstances  create any  implication  that there has been no
change in the affairs of the Company since the date hereof. This Prospectus does
not constitute an offer or solicitation  by anyone in any  jurisdiction in which
said offer or  solicitation  is not qualified or in which the person making such
offer or  solicitation  is not  qualified  to do so or to  anyone  to whom it is
unlawful to make such offer or solicitation.

                                TABLE OF CONTENTS

                                                                           Page
Available Information.........................................................2
The Company...................................................................3
The Plan......................................................................3
         Purpose..............................................................3
         Advantages...........................................................4
         Administration.......................................................4
         Participation in Plan................................................5
         Optional Cash Payments...............................................6
         Costs................................................................7
         Purchases............................................................7
         Share Certificates...................................................7
         Participants' Records & Accounts.....................................8
         Modification or Termination by a Participant.........................8
         Other Information...................................................10
         Federal Income Tax Consequences.....................................11
Use of Proceeds..............................................................12
Appendix A:  Form of Payroll Deduction Authorization........................A-1
Appendix B:  Form of Purchase Order Form....................................B-1
Appendix C:  Form of Substitute IRS W-9 Form................................C-1

                                                      -1-
AVAILABLE INFORMATION

         Republic Security  Financial  Corporation (the "Company") is subject to
the  information and reporting  requirements  of the Securities  Exchange Act of
1934,  as amended (the  "Exchange  Act"),  and, in accordance  therewith,  files
reports, proxy statements and other information with the Securities and Exchange
Commission (the  "Commission").  Information as of particular  dates  concerning
directors and officers,  their  remuneration  and any material  interest of such
persons in  transactions  with the  Company  is  disclosed  in proxy  statements
distributed to shareholders  of the Company and filed with the Commission.  Such
reports,  proxy statements and other  information can be inspected and copied at
the public  reference  facilities  maintained  by the  Commission  at Room 1024,
Judiciary  Plaza,  450 Fifth Street,  N.W.,  Washington,  D.C.  20549 and at the
Commission's regional offices located at Room 1228, 75 Park Place, New York, New
York 10007 and at Northwestern  Atrium Center,  500 West Madison  Street,  Suite
1400, Chicago,  Illinois 60661-2511.  Copies of such material can be obtained in
person from the Public  Reference  Section of the  Commission  at its  principal
office  located  at  Room  1024,   Judiciary  Plaza,  450  Fifth  Street,  N.W.,
Washington,  D.C. 25049, at prescribed  rates. The common stock, par value $0.01
per share (the "Common Stock"),  of the Company is listed on the NASDAQ National
Market (the "NASDAQ-NM"), and such reports, proxy material and other information
concerning  the Company  may also be  inspected  at the offices of the  National
Association of Securities Dealers, Inc., 1735 K Street, N.W.,  Washington,  D.C.
20006.

         This Prospectus  constitutes a part of a registration statement on Form
S-8 (herein,  together with all exhibits and schedules  thereto,  referred to as
the "Registration Statement") filed by the Company with the Commission under the
Securities Act of 1933, as amended (the "Securities  Act"),  with respect to the
securities  offered hereby.  This Prospectus,  which is part of the Registration
Statement,  does not contain all the information  set forth in the  Registration
Statement,  certain parts of which are omitted in accordance  with the rules and
regulations  of the  Commission.  Reference  is hereby made to the  Registration
Statement for further information with respect to the Company and the securities
offered hereby. Copies of the Registration  Statement are on file at the offices
of the  Commission and may be obtained upon payment of the prescribed fee or may
be examined without charge at the public reference  facilities of the Commission
described  above.  Statements  contained  herein  concerning  the  provisions of
documents are  necessarily  summaries of such  documents,  and each statement is
qualified in its entirety by  reference to the copy of the  applicable  document
filed with the Commission.

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

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The  following  documents,  filed with the  Commission  by the Company under the
Exchange  Act, are  incorporated  in this  Prospectus  and made a part hereof by
reference:

         The Company's Annual Report on Form 10-K for the nine-month  transition
         period ended December 31, 1995.

         The Company's Current Report on Form 8-K dated January 19, 1996.

         The Company's Proxy Statement dated March 29, 1996.

         All  documents  and reports  filed by the  Company  pursuant to Section
13(a),  13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the conclusion of the offerings contemplated hereby shall be deemed
to be  incorporated  by reference  into this  Prospectus and to be a part hereof
from the dates of filing of such documents or reports.  Any statement  contained
herein or in a document  incorporated  or deemed to be incorporated by reference
herein shall be modified or  superseded  for the purposes of this  Prospectus to
the extent that a statement  contained herein or in any other subsequently filed
incorporated document or in an accompanying prospectus supplement, if any, which
is or  is  not  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not, except as so modified or superseded, constitute a part of this Prospectus.

                                                      -2-
The Company will provide  without charge to each person,  including any
beneficial  owner of Common Stock,  to whom this  Prospectus is delivered,  upon
such person's  written or oral request,  a copy of the documents which have been
incorporated  by  reference  (other  than  exhibits  unless  such  exhibits  are
specifically incorporated by reference in any such document) in this Prospectus.
Written or telephone requests for copies of such documents should be directed to
Republic Security Financial  Corporation,  4400 Congress Avenue,  P.O. Box 4298,
West Palm Beach, Florida 33402-4298, Attention: Secretary, (407) 840-7841.

                                   THE COMPANY

         The Company is a bank holding company whose  principal  business is the
operation of Republic  Security Bank (the "Bank"),  its wholly owned subsidiary.
The Bank is a Florida commercial bank. The Company's primary market area is Palm
Beach County,  Florida, which is the nation's third-fastest growing metropolitan
statistical area. The Bank's main business  activities are attracting  deposits,
originating  loans,  making investments and servicing loans for the Bank and for
others.

         The  Company  was  incorporated  in  Florida  in 1983 and became a bank
holding  company on November 8, 1995 in  connection  with the  conversion of the
Bank from a federal  savings bank to a Florida  commercial  bank.  Its executive
offices  are  located  at  4400  Congress  Avenue,  West  Palm  Beach,   Florida
33407-3288,  telephone  number (407) 840-1200.  The common stock, par value $.01
per share (the "Common Stock"),  of the Company is currently traded on NASDAQ-NM
under the symbol "RSFC."

                                    THE PLAN

         The Board of  Directors  of the  Company  adopted  the  Employee  Stock
Purchase Plan (the "Plan"). The Plan gives Eligible Employees (as defined below)
the  opportunity  to purchases  shares of Common Stock at market value,  without
payment of any brokerage commission, service charge or other expense. A total of
200,000  shares of Common  Stock  have  been made  available  under the Plan for
purchase by Eligible  Employees.  Such shares may be from either  authorized and
unissued shares or the open market.

         The  following  description  of the Plan,  in the form of questions and
answers, constitutes a summary of the Plan. It does not purport to be a complete
statement  of the Plan or its  operation  and is  qualified  in its  entirety be
reference to the  provisions  of the Plan that is available  upon  request.  All
capitalized  terms  below not  defined  elsewhere  in this  Prospectus  have the
meanings set forth in the Plan.

PURPOSE

1.       What is the purpose of the Plan?

         The purpose of the Plan is to encourage  employee  participation in the
ownership of the Company by providing Eligible Employees (as defined in Question
4) the opportunity to purchase Common Stock through payroll deductions at market
value,  without  payment of any brokerage  commission,  service  charge or other
expense.  Shares  of the  Common  Stock  for the Plan may be  purchased,  in the
discretion of the Company,  either  directly from the Company and/or in the open
market.

         Since the purchase of shares will  provide  funds to be retained by the
Company in exchange for the issuance of new shares of Common Stock,  the Company
will receive  additional  funds  through the Plan that will be used from time to
time for general corporate purposes.

                                                      -3-
ADVANTAGES

2.       What are some of the advantages of the Plan?

         The Plan offers Eligible Employees an inexpensive and convenient way to
become  shareholders  of the Company.  Eligible  Employees in the Plan (each,  a
"Participant") invest by the dollar amount instead of by share. Participants may
elect to have a designated portion of their Compensation (as defined in Question
6)  automatically  deducted  from their  paychecks  (a  "Deduction")  as well as
additional cash investment used to purchase shares of Common Stock. The total of
both a  Participant's  Deductions and the additional cash  investments  must not
exceed  $5,000 in any one  month.  (See  Question  4 for  information  on who is
eligible to participate.)

         All service  charges and brokerage  commissions,  if any, in connection
with purchases under the Plan will be paid by the Company.

         Full  investment  under the Plan is possible  because the Plan  permits
fractions of shares,  as well as full shares,  to be purchased for Participants.
In addition,  dividends with respect to such fractions,  as well as with respect
to full shares,  will be used to purchase  additional  shares for  Participants.
Regular statements will provide  Participants with a record of each transaction.
(See  Question 20 for  information  regarding  frequency of reports.)  All share
purchases,  by Deduction or by optional cash  payments,  will be credited to the
Participant's  account  established  for  the  Plan  (a  "Noncertificated  Share
Account") on the records of the Company.

ADMINISTRATION

3.       Who administers the Plan for Participants?

         The  Compensation   Committee  of  the  Company's  Board  of  Directors
administers  and interprets the Plan. The  Compensation  Committee has delegated
certain of its administrative  responsibilities  under the Plan to an agent (the
"Agent") who acts as agent for the Participants under an arrangement that may be
terminated  by the  Company  or the  Agent at any  time.  The  present  Agent is
American Stock Transfer & Trust Company.

         The  Agent   maintains  a  continuing   record  of  all   Participants'
Noncertificated Share Accounts,  sends statements of account to each Participant
and  performs  other  duties  relating  to the  Plan.  The  Agent  will hold for
safekeeping the certificates for shares purchased for each Participant under the
Plan until termination of the Eligible  Employee's  participation in the Plan or
until a written  request is received from the  Participant for withdrawal of the
shares.

         Should  American  Stock  Transfer & Trust  Company  cease to act as the
Agent under the Plan, the Company may perform these administrative duties itself
or may designate another agent. In such event, all references herein to American
Stock  Transfer & Trust  Company shall be deemed to be references to the Company
or such other agent as the Company may designate.

         All  correspondence,   notices,   questions  or  other   communications
regarding transactions under the Plan should be addressed to:

                     American Stock Transfer & Trust Company
                           40 Wall Street, 46th Floor
                               New York, NY 10005

PARTICIPATION

4.       Who is eligible to participate in the Plan?

         All  active  employees  whose  customary  employment  is more than five
months in any calendar year and who have  completed 90 days of  employment  with
the Company without interruption (each an "Eligible Employee") are

                                                      -4-
eligible  to  participate  in the  Plan.  Participants  may make  optional  cash
payments  although  the  total  of  both  a  Participant's  Deductions  and  the
additional cash investments must not exceed $5,000 in any one month.

5.       How does an Eligible Employee participate?

         Participation  under the Plan is voluntary.  In order to participate in
the Plan,  an Eligible  Employee must  properly  complete the Payroll  Deduction
Authorization,  Purchase Order and Substitute IRS W-9 Forms  (collectively,  the
"Authorization  Forms")  furnished by the Company and return them to the Company
on or before the 15th of the month  preceding the next Offering Date (as defined
below). All Authorization Forms are enclosed with this Prospectus and additional
forms may be obtained  at any time by Eligible  Employees  by  contacting  Human
Resources,  Republic Security Financial Corporation,  4400 Congress Avenue, West
Palm Beach, Florida 33407-3288, telephone (407) 840-1200.

         An Offering Date occurs on the first day of each Purchase Period.  Each
Purchase  Period begins on the first  business day of each month and ends on the
End Date, the last business day of such month.

6.       What does Compensation include?

         The term  "Compensation"  includes a  Participant's  regular  salary or
wages,  overtime,  bonuses,  commissions and vacation pay as well as any amounts
deducted  pursuant  to the  Company's  401(k)  Plan.  The term does not  include
reimbursement  of  expenses  or  tax  gross-ups,   if  any,   relating  to  such
reimbursements,   or  Company   contributions  to  Social   Security,   worker's
compensation or fringe benefits.

7.       What do the Authorization Forms provide?

         The Authorization Forms provide the following:

               Payroll Deduction  Authorization Form:  authorizes the Company to
          deduct a specified  dollar  amount,  minimum  $5.00 and  increments of
          $1.00   (a   "Deduction"),   from  the   Participant's   Compensation,
          after-taxes,  each payroll period. 

               Purchase   Order   Form:   authorizes   the   Agent  to  use  the
          Participant's  Deduction, any optional cash payments and any dividends
          or other  distributions  to  purchase  shares of Common  Stock for the
          Participant's Noncertificated Share Account.

               Substitute  IRS  W-9  Form:   certifies  that  the  Participant's
          taxpayer  identification number is correct and that the Participant is
          not subject to backup withholding.

         Cash dividends on shares credited to the Participant's  Noncertificated
Share  Account  under the Plan are  automatically  used to  purchase  additional
shares.

8.       When may an Eligible Employee join the Plan?

         An Eligible  Employee may join the Plan at any time by  completing  the
Authorization  Forms by the 15th of the month preceding the Offering Date of any
new Purchase Period.

9.       How does the Plan work?

         When the Authorization Forms are properly completed and received by the
Company by the 15th of the month  preceding the next Offering  Date, the Company
will make regular  Deductions  from the  Participant's  gross pay and credit the
Participant's  Stock Purchase Account maintained by the Company.  No interest is
paid on the Deductions  credited to a Participant's  Stock Purchase Account.  On
the End Date of each  month,  the Company  will submit the entire  amount in the
Stock Purchase  Account to the Agent,  which will purchase  shares at the Market
Price

                                                      -5-
on or about the first  business  day of the  following  month  (the  "Investment
Date"). The Agent will credit each Participant's  Noncertificated  Share Account
with the number of shares purchased on behalf of such Participant.

10.      How many shares may be sold under the Plan?

         The maximum  number of shares  reserved for the Plan is 200,000.  If on
any  Investment  Date,  the  number  of  shares  remaining  under  the  Plan  is
insufficient  to cover  purchases  that could  otherwise  be made from all Stock
Purchase  Accounts,  the number of shares  purchased for each Participant may be
limited. (See Question 35.)

OPTIONAL CASH PAYMENTS

11.      Who is eligible to make optional cash payments?

         Participants are eligible to make optional cash payments.  However, the
total of both a Participant's Deductions and the optional cash payments must not
exceed $5,000 in any one Purchase Period.

12.      How are optional cash payments made?

         Once an  Eligible  Employee  has  enrolled  in the Plan and the initial
Deduction  investment is made, an optional cash payment form will be attached to
each statement of account sent to the Participant.  Any check or money order for
an optional cash payment must be made to American Stock Transfer & Trust Company
and should be  accompanied by a properly  completed  optional cash payment form.
Checks and forms should be mailed to American Stock Transfer & Trust Company, 40
Wall Street, New York, New York 10005.

         Optional cash payments must be in United States  dollars and payable at
a United States bank.  The same amount need not be sent each time,  and there is
no obligation to make an optional cash payment in any quarter. Do not send cash.

         Optional cash payments can be refunded if a written request is received
by the  Agent at the  above  address  at least two  business  days  prior to the
Investment Date.

COSTS

13.      Are there any expenses to Participants in connection with purchases
         under the Plan?

         No. Participants will incur no brokerage commissions,  service or other
charges for purchases  made under the Plan. Any costs of  administration  of the
Plan  will be borne by the  Company.  However,  charges  will be  incurred  by a
Participant upon the sale of his or her shares. (See Questions 25 and 27.)

PURCHASES

14.      How many shares will be purchased for Participants?

         The number of shares to be purchased  will be  determined by the amount
of the  Participant's  Deductions  and any optional cash payments being invested
and  the  Market  Price  (as  defined  in  Question  15)  of  the  shares.  Each
Participant's  Noncertificated  Share  Account in the Plan will be credited with
the number of shares,  including  fractional  shares  computed to three  decimal
places,  equal to the amount of the  Deductions and optional cash payments to be
invested divided by the applicable purchase price of the shares.

15.      How will the purchase price of Shares be determined?

         Shares may be purchased  from the Company or may be  purchased,  in the
discretion of the Company, in the open market by the Agent. For shares purchased
from the  Company,  the price per share will be the  average of the high and low
sale  prices of the  shares  (the  "Market  Price")  on the  Investment  Date on
NASDAQ-NM as reported

                                                      -6-
by The Wall Street Journal. If no shares were traded on the Investment Date, the
Market  Price will be based on the most  recent  date  immediately  prior to the
Investment  Date that the shares were traded.  For shares  purchased on the open
market,  the price per share will be the average  price of all shares  purchased
for the Plan in respect of any Investment Date.

16.       When will dividends and/or optional cash payments be invested?

         Dividends and any optional cash payments will be invested in additional
shares and credited to a Participant's Noncertificated Share Account within five
business days of each Investment Date.

17.       Must all dividends on shares credited to a Participant's 
          Noncertificated Share Account under the Plan be reinvested?

          Yes.       All  cash  dividends  on  shares  held in the  Plan for all
          Participants  are  automatically  reinvested in  additional  shares of
          Common Stock.
SHARE CERTIFICATES

18.      Will certificates be issued to Participants for shares purchased under
         the Plan?

         Although  the  Company   reserves  the  right  at  any  time  to  issue
certificates for any number of shares in a Participant's  Noncertificated  Share
Account,  certificates  for shares  will not be issued  except as  described  in
Question 19. Shares purchased under the Plan will be credited to a Participant's
Noncertificated Share Account and will be shown on a Participant's  statement of
account.  Certificates  for the shares  purchased  pursuant  to the Plan will be
issued to Participants  upon their written request,  except that no certificates
will be issued for fractional shares. A Participant requesting a certificate for
all the shares in Participant's  Noncertificated Share Account will receive cash
for the fractional share only if  participation in the Plan is terminated.  (See
Question 19 for how a Participant  may obtain  certificates.)  Cash dividends on
all shares held in the  Participant's  Noncertificated  Share  Account under the
Plan will be automatically  reinvested to purchase  additional shares which will
be reflected in the Participant's Noncertificated Share Account.

19.      How may a Participant obtain certificates for Shares purchased under
         the Plan?

         A  Participant  who has  purchased  shares  under  the Plan may  obtain
certificates for those shares in the Participant's Noncertificated Share Account
at any time by  sending a  written  request  to that  effect  to the  Agent.  No
certificates will be issued for fractional shares, but a Participant  requesting
termination of participation in the Plan will receive, in cash, the Market Price
of any fractional share as well as one certificate,  unless otherwise  requested
by the Participant,  for all whole shares held for such terminating  Participant
in the Noncertificated  Share Account.  This notice should be mailed to Republic
Security Financial Corporation,  c/o American Stock Transfer & Trust Company, 40
Wall  Street,  46th Floor,  New York,  New York  10005.  The  Company,  however,
reserves the right at any time to issue  certificates  to  Participants  for any
shares  in their  Noncertificated  Share  Accounts.  (See  Questions  24-27  for
information on termination of participation.)

PARTICIPANTS'  RECORDS AND ACCOUNTS

20.      What type of reports will be sent to Participants in the Plan?

         Deductions made under the Plan will appear on a  Participant's  regular
paycheck stub.

         As soon as practicable after each Investment Date, a Participant in the
Plan will receive a statement  indicating the Market Price, the number of shares
purchased and the number of shares in the  Participant's  Noncertificated  Share
Account. Each of these statements is a record of the cost of purchases under the
Plan and should be retained for tax purposes.

                                                      -7-
In addition,  each  Participant  will receive  copies of the  Company's
annual and  quarterly  reports to  shareholders,  notices of annual and  special
meetings, proxy statements and income tax information for reporting dividends.

21.      In whose name will accounts be maintained and certificates registered
         when issued?

         A Participant's Noncertificated Share Account will be maintained in the
name or names which appear on the Company's employment records. Participants may
designate  in the  Authorization  Forms  to  have  their  Noncertificated  Share
Accounts in their name  jointly  with their  spouse with right of  survivorship.
Only a spouse may be designated as a joint owner.

         If a Participant's  spouse is designated as a joint owner with right of
survivorship,  the  Noncertificated  Share Account will be in both names. Should
the  Participant  later  wish  to  remove  his or her  spouse's  name  from  the
Noncertificated  Share Account,  the  Participant  must submit a written request
bearing the spouse's notarized signature.

         A certificate  for shares,  when  delivered to a  Participant,  will be
registered  in the name or names in which the  Noncertificated  Share Account is
maintained.  Upon written request,  certificates can be registered and issued in
names other than the account name, provided that the request bears the signature
of the  Participant or  Participants  and the  signature(s)  are guaranteed by a
commercial bank or a member of the New York Stock Exchange.

MODIFICATION OR TERMINATION BY A PARTICIPANT

22.      How does a Participant increase or decrease his or her Deduction?

         A  Participant's  Deduction  generally  may not be  changed  during any
Purchase  Period.  However,  a  Participant  may increase or decrease his or her
Deduction for any  subsequent  Purchase  Period by signing and delivering to the
Company on or before the 15th of the month  preceding  the next  Offering Date a
Payroll  Deduction  Change  Authorization  Form,  which may be obtained from the
Company.  A Participant,  however,  may withdraw  completely from  participation
during a Purchase Period. (See Question 23.)

         A Participant  may not voluntarily  suspend his or her  Deductions,  or
withdraw  any  cash  credited  to his or her  Stock  Purchase  Account,  without
withdrawing from the Plan.

23.      How does a Participant terminate participation in the Plan?

         A Participant may terminate  participation  in the Plan by delivering a
Notice of Withdrawal to the Company. However, in order for payroll deductions to
cease as of a particular  payday,  the Notice of Withdrawal  must be received at
least 15 days before the end of the pay  period.  If a Notice of  Withdrawal  is
effective at any time other than the beginning of a subsequent  Purchase Period,
amounts  already  credited to a  Participant's  Stock  Purchase  Account will be
refunded to such withdrawing Participant.  Remember, unless Notice of Withdrawal
is timely made a  Participant's  participation  will  continue from one Purchase
Period to the next.

24.      What happens if a Participant terminates employment or otherwise
         becomes ineligible to participate?

         An employee's participation in the Plan ceases automatically:

         (a)      when a Participant's employment with the Company terminates 
                  for any reason; or

         (b)      when a Participant ceases to be an Eligible Employee; or

         (c)      if a Participant voluntarily withdraws from the Plan.

If any of the above events occur, the entire amount in such Participant's  Stock
Purchase Account will be refunded to the Participant (or to his or her estate).

                                                      -8-
25.      Can the shares held in the Plan be sold through the Agent?

         A  Participant  can  instruct the Agent to sell any or all of the whole
shares held in the Plan.  The written  notification  to the Agent should include
the number of shares  that are to be sold.  The Agent will make the sale as soon
as  practicable  after  receipt of a  Participant's  request and a check for the
proceeds less  brokerage  commission and transfer taxes (if any) will usually be
sent by the Agent on the settlement date, which will be three business days from
the date of sale.

         No Participant  shall have the authority or power to direct the date or
sales price at which shares may be sold. The request must indicate the number of
shares  which may be sold and not the  dollar  amount to be  obtained.  Any such
request  that does not clearly  indicate  the number of shares which may be sold
will   be   returned   to   the   Participant    with   no   action   taken.   A
withdrawal/termination form is provided on the stub of the account statement for
this purpose. This notice should be addressed to American Stock Transfer & Trust
Company,  40 Wall  Street,  46th  Floor,  New York,  New York  10005.  Telephone
requests or general inquiries may also be made by calling (718) 921-8283.

26.      What happens to the shares held in the Noncertificated Share Account
         when a Participant terminates participation in the Plan or leaves the
         Company?

         A certificate for the shares held in the Noncertificated  Share Account
will be issued to the Participant upon the Participant's written request or upon
a Participant's  termination of participation in the Plan. No fractional  shares
will be issued.  (See Questions 18 and 19 for information on share  certificates
and on the cash  payment  for  fractional  shares in the  Noncertificated  Share
Account.)

27.      May a Participant receive cash in lieu of full share certificates upon
         termination of participation?

         Yes.  The  Participant  may request in his or her Notice of  Withdrawal
that the Agent sell all full and fractional  shares held in the  Noncertificated
Share  Account  under the Plan in which  case the Agent will sell the shares and
deliver the Market Price of any fractional  share and the proceeds from the sale
of full shares,  less brokerage  commissions and any taxes payable in connection
with the sale, to the Participant.

28.      When may an Eligible Employee re-enroll in the Plan?

         An Eligible  Employee may re-enroll only for the next or any succeeding
Purchase Period. Such Employee will be required to complete  Authorization Forms
and deliver them to the Company by the 15th of the month  preceding the Offering
Date of any new Purchase Period if such employee  decides to participate  again.
However, the Company reserves the right to reject any Authorization Forms from a
previous  Participant on grounds of excessive  enrolling and  termination.  This
reservation is intended to minimize administrative expenses and to encourage use
of the Plan as a long-term investment service.

OTHER INFORMATION

29.      How will a Participant's shares be voted at annual meetings of 
         shareholders?

         The Agent will obtain voting  instructions from the Participant for all
full and  fractional  shares  which are held by the Agent for the  Participant's
Noncertificated  Share Account on the record date established by the Company for
determining shareholders entitled to vote. In the absence of voting instructions
from the Participant, shares accumulated under the Plan will not be voted.

30.      What happens if the Company issues a stock dividend, declares a stock
         split or has a rights offering?

         Any stock  dividends  or split  shares  distributed  by the  Company on
shares  held  by  the  Agent  for  the  Participant  will  be  credited  to  the
Participant's Noncertificated Share Account. In the event that the Company makes
available  to its common  shareholders  rights to  purchase  additional  shares,
debentures or other securities, the Agent

                                                      -9-
will sell such rights accruing on shares held by the Agent for  Participants and
invest the  proceeds in Common  Stock of the  Company  prior to or with the next
regular cash dividend.

         A Participant who wishes to exercise  purchase rights must request that
a stock  certificate be sent to him or her by the Agent prior to the record date
for the rights offering.

31.      Can a Participant pledge shares credited to his or her account?

     No. Shares in a Participant's Noncertificated Share Account in the Plan may
not be pledged or otherwise encumbered unless withdrawn from the Noncertificated
Share Account.  

32.      What is the responsibility of the Company or the Agent under the Plan?

         In  administering  the Plan,  neither the Company nor the Agent nor any
agent of either of them will be liable for any act done in good  faith,  without
negligence, or for any omission to act including, without limitation, any claims
for   liability   arising  out  of  failure  to  terminate   the   Participant's
Noncertificated  Share  Account upon his or her death prior to receipt of notice
in  writing of such  death and with  respect  to the prices at which  shares are
purchased or sold for the  Participant's  Noncertificated  Share Account and the
times such purchases or sales are made.

         All notices  from the Agent to a  Participant  will be addressed to the
Participant's last known address. Participant's should notify the Agent promptly
in writing of any change in address.

33.      Does participation in the Plan involve any risk?

         The risk to  Participants  is the same as with any other  investment in
shares  of  Common  Stock  of  the  Company.  It  should  be  recognized  that a
Participant  loses any advantage  otherwise  available from being able to select
the timing of his or her investment. It should also be recognized that, like any
investment, the Company cannot assure the Participant of a profit or protect the
Participant  against a loss on the shares purchased by the Participant under the
Plan.

34.      May the Plan be modified, suspended or terminated?

         While the Company hopes to continue the Plan indefinitely,  the Company
reserves  the  right to  suspend  or  terminate  the Plan at any  time.  It also
reserves  the  right  to make  modifications  or  amendments  to the Plan and in
particular  reserves  the  right  to  refuse  optional  cash  payments  from any
Participant  who,  in the sole  discretion  of the  Company,  is  attempting  to
circumvent the interest of the Plan by making  excessive  optional cash payments
through  multiple  Noncertificated  Share Accounts.  To the extent  practicable,
notice of any such  suspension,  termination,  modification or amendment will be
sent to all  Participants  at least 30 days  prior to the  effective  date.  Any
modification  will be deemed to be accepted by Participants  who do not withdraw
prior to the effectiveness of the modification.

         If  the  Plan  is  terminated,  each  Participant  will  receive  (1) a
certificate for all whole Common Stock held in the Participant's Noncertificated
Share Account and (2) a check  representing  the value of any  fractional  share
held in the  Participant's  Noncertificated  Share  Account  and any  uninvested
optional cash payment held in the account.

35.      When does the Plan end?

         The Plan will end:

         (a)      immediately after any Investment Date on which all available
                  shares under the Plan have been purchased; or

         (b)      at any time at the discretion of the Board of Directors; or

                                                      -10-
(c)      if the  Company  is  dissolved  or is  not  the  surviving  or
                  resulting  corporation in any corporate  reorganization  other
                  than a merger to change the  jurisdiction of  incorporation of
                  the Company.

If there are not sufficient shares for purchase by Participants on an Investment
Date, the  Compensation  Committee  will allocate the available  shares pro rata
among the Participants and any cash balance  remaining in a Participant's  Stock
Purchase Account will be refunded to the Participant.

FEDERAL INCOME TAX CONSEQUENCES

         Given that the  Common  Stock is being  offered  under the Plan at fair
market  value,  there is no need for the  Plan to meet  the  requirements  of an
employee stock  purchase plan  described in section 423 of the Internal  Revenue
Code of 1986. This will not, however,  result in any adverse tax consequences to
the Participants.

         Participants  should  consult their personal tax advisors with specific
reference to their own tax  situations  and potential  changes in the applicable
laws  as to all  federal,  state,  local,  foreign  and  other  tax  matters  in
connection  with the  purchases  of Common Stock and  reinvestment  of dividends
under the Plan, the  Participant's tax basis and holding period for Common Stock
acquired under the Plan and the character,  amount and tax treatment of any gain
or loss realized on the  disposition  of Common  Stock.  The following is only a
brief  summary  of some  of the  principal  federal  income  tax  considerations
applicable to the Plan.

36.      When are a Participant's Deductions made?

         A Participant's  Deductions for the purpose of purchasing  Common Stock
under the Plan are made on an after-tax  basis. In contrast to salary  deferrals
to a 401(k) plan, for example, the Deductions will be taxable to the Participant
as ordinary  income as though the  Participant  had received such amounts in the
payroll period in which they were deducted.

37.      What is the tax treatment of shares received by a Participant pursuant
         to the Plan?

         No other taxable  income results to the  Participant  upon the grant of
the right to purchase or the actual purchase of the Common Stock under the Plan.

38.      What is the tax treatment of dividends received by a Participant from
         shares held under the Plan?

         Cash dividends on Common Stock held under the Plan will be taxable to a
Participant as ordinary income in the same manner as if the Participant held the
shares directly.

39.      What is the tax treatment of cash received by a Participant upon the 
         sale of shares purchased by the Participant pursuant to the Plan?

         In the event the  Participant  sells  all or part of the  Common  Stock
credited  to his or her  Noncertificated  Share  Account  under  the  Plan,  the
Participant  will realize  long-term or short-term  capital gain or loss, as the
case may be, in an amount equal to the difference between the amount realized on
the sale and the  Participant's  basis in the Common  Stock sold.  Generally,  a
Participant's  basis will be the  purchase  price for the  shares.  The  holding
period for  determining  the long-term or short-term  status of the  transaction
runs from  Investment  Date,  i.e.,  the date the  shares of Common  Stock  were
purchased by the Agent on the Participant's behalf.

                                 USE OF PROCEEDS

         The net proceeds from the sale of authorized but unissued stock will be
used for general corporate purposes.

                                                      -11-
MI01/186538.3
The  purpose  of the  Plan  is to  provide  Eligible  Employees  of the
Company's   shares  with  an  inexpensive  and  convenient  way  of  becoming  a
shareholder of the Company without payment of any brokerage commission,  service
charge or other expense. Shares for the Plan may be purchased, in the discretion
of the  Company,  either  directly  from the Company  and/or in the open market.
Shares  purchased from the Company will be previously  unissued  shares and will
provide the Company with funds for general Company purposes.

                                                      -12-
Appendix A

Payroll Deduction Authorization

Employee Stock Purchase Plan
Republic Security Financial Corporation Common Stock

Republic Security Financial  Corporation (the "Company") is hereby authorized to
deduct  $__________ from my pay after taxes each payroll period, for transmittal
to American Stock Transfer & Trust Co. to purchase Republic  Security  Financial
Corporation common stock, par value $.01 per share, for my account. I understand
that  this  deduction  authorization  shall  be  placed  in  effect  as  soon as
practicable,  and that it may be increased or decreased or  terminated  by me at
any time upon written notice to the Company.

*  Deductions must be authorized in multiples of $1 with a minimum of $5 per
payroll period.

- --------------------------------------------------------------------------------
Employee.Print or type full name.     First           MI                Last

- --------------------------------------------------------------------------------
Employee Signature

- --------------------------------------------------------------------------------
Social Security Number                                                   Date

- --------------------------------------------------------------------------------
Location

                                                        A-1
Appendix B

American Stock Transfer & Trust Co. Purchase Order Form

By a separate  Payroll  Deduction  Form, I am authorizing  my employer  Republic
Security Financial Corporation to deduct funds from my salary.

I hereby authorize American Stock Transfer & Trust Co. (the "Agent") as my agent
to apply all such  payroll  deduction  funds,  together  with  dividends,  other
distributions and any voluntary cash contributions I may make from time to time,
to the purchase of full and/or fractional shares of Republic Security  Financial
Corporation common stock registered as set forth below.

I understand that the purchases will be made subject to the terms and conditions
of  the  Employee  Stock  Purchase  Plan  set  forth  in the  attached  material
accompanying  this form and that I can terminate this  authorization at any time
by notifying the Agent in writing.

- --------------------------------------------------------------------------------
Name (Print)       First                     MI                  Last

- --------------------------------------------------------------------------------
Employee Signature

- --------------------------------------------------------------------------------
Address

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

- --------------------------------------------------------------------------------
Social Security Number                                            Date

- --------------------------------------------------------------------------------
Spouse's Name (Print)       First             MI                  Last
(If account will be held jointly with Employee's spouse)

- --------------------------------------------------------------------------------
Spouse's Signature

- --------------------------------------------------------------------------------
Spouse's Social Security Number

                                                        B-1
Appendix C
Substitute IRS W-9 Form
Important Information About Withholding Dividends

Urgent Notice to Investors

The following  information  must be completed  when opening a new Employee Stock
Purchase Plan Account to avoid withholding of dividends.

Effective for all accounts opened after December 31, 1983, the Internal  Revenue
Service  requires  that we withhold 31 percent of all dividend and capital gains
in  your  account  and  redemption  proceeds  if  we  do  not  have  a  taxpayer
identification  number (usually Social Security number) AND  certification  from
you  that  the  number  is  correct  and  that  you are not  subject  to  backup
withholding.

You may have been  notified  by IRS that you are  subject to backup  withholding
under  Section  3406(a)(1)(C)  of the  Internal  Revenue  Code  because you have
underreported interest or dividends or you were required to but failed to file a
return which would have included a reportable  interest or dividend payment.  If
you have NOT been so notified, check the box below.

[ ] Check this box if you are NOT subject to backup  withholding  under the
provisions of Section 3406(a)(1)(C) of the Internal Revenue Code

                                           If  account is to be held jointly:
Employee's Taxpayer Identification Number  Spouse's Taxpayer Identification
(usually your Social Security Number)      Number
                                           (usually your Social Security Number)

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

Certification

Under penalties of perjury, I certify that the information provided on this form
is true, correct, and complete.

________________________________________________  Date: ____/_____/____
Signature

________________________________________________  Date: ____/_____/____
Spouse's Signature
(If account if to be held jointly)

IF YOU DO NOT CHECK THE BOX ABOVE,  31% OF ANY  DIVIDENDS  PAID ON YOUR  ACCOUNT
WILL BE WITHHELD.

THIS FORM SHOULD BE SUBMITTED  TO AST ALONG WITH THE AST PURCHASE  ORDER FORM ON
THE PREVIOUS PAGE.

                                                        C-1
================================================================================   =================================================
No dealer,  salesman,  or any other  individual has been  authorized to give any
information or to make any  representations  not contained in this Prospectus in
connection with the offer made by this Prospectus.  If given or made, such
information or representations must not be relied upon as having been authorized                  200,000 Shares
by the Company. This Prospectus does not constitute an offer to sell, or a 
solicitation to buy the Common Stock in any jurisdiction where, or to any person             REPUBLIC SECURITY FINANCIAL
to whom, it is unlawful to make such offer or solicitation.  Neither the                           CORPORATION
delivery  of  this  Prospectus  nor any  sale  made hereunder shall, under any  
circumstances,  create an implication that there has not been any change in the 
facts set forth in this  Prospectus or in the affairs of the Company since the
date hereof.

                                                                                               Common Shares Offered by
                                                                                                   Republic Security
                                                                                                Financial Corporation
                                                                                                   to its Employees
                                                                                            Solely in Connection with its
                                                                                             Employee Stock Purchase Plan
              ---------------------------------------------

                   TABLE OF CONTENTS

                                                  Page
                                                                                 ---------------------------------------------------
Available Infomation.................................2

The Company..........................................3                                           PROSPECTUS

The Plan.............................................3                          ----------------------------------------------------

Use of Proceeds.....................................12

Appendix A:  Form of Payroll

   Deduction Authorization.........................A-1

Appendix B:  Form of Purchase

   Order Form......................................B-1

Appendix C:  Form of Substitute

   IRS W-9 Form....................................C-1

                                                                                               April 4, 1996
================================================================================   =================================================
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference.

         The following documents, filed with the Commission by the Company under
the Exchange Act, are  incorporated in this Prospectus and made a part hereof by
reference:

         The Company's Annual Report on Form 10-K for the nine-month transition
         period ended December 31, 1995.

         The Company's Current Report on Form 8-K dated January 19, 1996.

         The Company's Proxy Statement dated March 29, 1996.

         All  documents  and reports  filed by the  Company  pursuant to Section
13(a),  13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the conclusion of the offerings contemplated hereby shall be deemed
to be  incorporated  by reference  into this  Prospectus and to be a part hereof
from the dates of filing of such documents or reports.  Any statement  contained
herein or in a document  incorporated  or deemed to be incorporated by reference
herein shall be modified or  superseded  for the purposes of this  Prospectus to
the extent that a statement  contained herein or in any other subsequently filed
incorporated document or in an accompanying prospectus supplement, if any, which
is or  is  not  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not, except as so modified or superseded, constitute a part of this Prospectus.

Item 4.  Description of Securities.

         The  following  is a summary of  certain  provisions  of the  Company's
Articles of  Incorporation,  as amended,  insofar as these provisions affect the
Common Stock.  This summary is subject in all respects to the  provisions of the
Articles of Incorporation, which are an exhibit to the Registration Statement of
which this  Prospectus  constitutes a part,  and is qualified in its entirety by
reference thereto.

Authorized and Outstanding Stock

         The  aggregate  number of shares the Company has  authority to issue is
30,000,000  shares,  divided into 20,000,000  shares of Common Stock,  par value
$.01 per share, and 10,000,000  shares of series preferred stock, par value $.01
per  share  (the  "Series  Preferred  Stock"),  including  the  7.5%  Cumulative
Convertible  Preferred  Stock,  Series A (the "Series A Preferred"),  and the 7%
Cumulative  Preferred,  Series  C (the  "Series  C  Preferred").  The  Board  of
Directors  has authority to divide the Series  Preferred  Stock into one or more
series  and  has  broad  authority  to fix and  determine  relative  rights  and
preferences of the shares of each such series.

     As of March 8, 1996,  6,873,173  shares of the Common Stock were issued and
outstanding,  and 379,000  shares of Series A Preferred and 1,035,000  shares of
Series C  Preferred  were  issued  and  outstanding.  Non  qualified  options to
purchase  193,828  shares of common stock were  outstanding  as of that date. In
addition,  warrants to purchase  209,649 shares of common stock were outstanding
as of March 8, 1996.

Dividend Rights

         Holders of shares of Common Stock are entitled to receive  ratably such
dividends,  if any,  as may be  declared  from  time to  time  by the  Board  of
Directors out of funds legally available  therefor.  Since the Company is a bank
holding company, the funds required by the Company to enable it to pay dividends
on its Common Stock are derived  predominantly  from the  dividends  paid to the
Company by the Bank.  The  Company's  ability to pay  dividends,  therefore,  is
dependent upon the earnings, financial condition and ability to pay dividends of
the Bank.  The Bank is subject to  regulation by the Federal  Deposit  Insurance
Corporation and the Florida Department of

                                                      II-1
Banking,  and the amounts of its  earnings  and  dividends  are  affected by the
manner in which it is regulated by these authorities.

Liquidation Rights

         In the event of liquidation,  dissolution or winding up of the Company,
the holders of shares of Common  Stock are  entitled  to  received  pro rata all
assets available for  distribution  after payment of obligations of the Company,
including  any   indebtedness  of  the  Company  and  the  distribution  of  all
preferential amounts due to the holders of Series Preferred Stock.

Voting Rights

         Holders  of shares of Common  Stock are  entitled  to one vote for each
share held by them at all meetings of the  shareholders  and are not entitled to
cumulate their votes for the election of directors.

Appraisal Rights

         Under  Florida law,  dissenters'  rights of appraisal  are available to
shareholders in the case of certain mergers or consolidations. Shareholders have
to follow a detailed set of steps as set forth in the statue in order to perfect
their dissenters' rights of appraisal.

No Preemptive Rights

         Neither  the  Common  Stock nor any other  class of  securities  of the
Company has any preemptive rights.

Transfer Agent and Registrar

         The Transfer Agent and Registrar for the Common Stock is American Stock
Transfer & Trust Company.

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 nine-month  transition  period ended December 31, 1995, 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 are incorporated  herein by
reference in reliance  upon such report given upon the authority of such firm as
experts in accounting and auditing.

         The validity of the  securities  offered hereby will be passed upon for
the Company by Morgan, Lewis & Bockius LLP, Miami, Florida.

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 Company's Bylaws provide as follows:

                                                      II-2
ARTICLE VI
                                 INDEMNIFICATION

         Section 1.  Indemnification.  The  Corporation,  to the full extent not
         expressly prohibited by law, shall indemnify any person who was or is a
         party or is threatened to be made a party to any threatened,  ending or
         completed  action,  suit  or  proceedings,   whether  civil,  criminal,
         administrative  or  investigative,  by reason of the fact that he is or
         was a director, officer or employee of the Corporation or of any of its
         subsidiaries  or is or was serving at the request of the Corporation or
         any of its  subsidiaries as a director,  officer,  employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise.

         Section 2.  Without  limiting  the  generality  of the  foregoing,  the
         Corporation  shall indemnify all such directors,  officers or employees
         both as to action in their official  capacities and as to action in any
         other capacity while holding such office (including matters as to which
         such  person  shall  have been  alleged  or  adjudged  to be liable for
         negligence) except that such indemnification  shall not extend to gross
         negligence or willful misconduct.

         Section 3. The  Corporation  shall have power 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 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  corporation  would have the power to indemnify  him
         against such liability under the provisions of this Article.

         Section 4. Amendment.  This Article may not be amended or repealed in a
         manner which would  adversely  affect the  indemnification  rights of a
         director or officer or former director or officer hereunder;  provided,
         the act or omission which is the basis for the  threatened,  pending or
         completed action,  suit or proceeding occurred prior to the adoption of
         the amendment or repeal.

         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 of the
registrant  or applicable  law. The Company  currently has in place an insurance
contract  covering the  liability of directors  and officers as permitted  under
Florida law.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.

NUMBER   DESCRIPTION OF EXHIBIT

  5      Opinion re: legality
  23.1   Consent of Ernst & Young LLP
  23.2   Consent of Morgan, Lewis & Bockius LLP (Included as part of the opinion
         contained in Exhibit 5 herein)

Item 9.  Undertakings

         (1) The undersigned registrant hereby undertakes:

                                                      II-3
(a) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this registration statement:

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

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change to such
                  information in the registration statement.

                           Provided,  however,  that  paragraphs  (a)(1)(i)  and
                  (a)(1)(ii)  do not  apply if the  information  required  to be
                  included in a post-effective  amendment by those paragraphs is
                  contained in periodic  reports  filed with or furnished to the
                  Commission by the registrant pursuant to section 13 or section
                  15(d)  of  the  Securities  Exchange  Act  of  1934  that  are
                  incorporated by reference in the registration statement.

                  (b) 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.

                  (c) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (2) The undersigned  registrant hereby undertakes that, for purposes 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,  where  applicable,  each  filing of an
employee benefit plan, annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is  incorporated  by  reference  in the  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (3) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given,  the latest annual report to security  holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus,  to deliver, or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

         (4)  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.

                                                      II-4
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all 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 the 4th day of
April, 1996.

                                    REPUBLIC SECURITY FINANCIAL CORPORATION

                                    By:  /s/ Rudy E. Schupp
                                        Rudy E. Schupp, Chairman of the Board,
                                        President, 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, President,                April 4, 1996
- ----------------------------------                Chief Executive Officer and
Rudy E. Schupp                                    Director                               
                                                  
/s/ Richard J. Haskins                            Executive Vice President,                        April 4, 1996
- ----------------------------------                Principal Financial and
Richard J. Haskins                                Accounting Officer and Director                               
                                                  

/s/ H. Gearl Gore                                 Director                                         April 4, 1996
- -----------------------------------
H. Gearl Gore

/s/ Lennard E. Lindhal                            Director                                         April 4, 1996
- ----------------------------------
Lennart E. Lindahl, Jr.

/s/ Richard C. Rathke                             Director                                         April 4, 1996
- -----------------------------------
Richard C. Rathke

/s/ Victor H. Siegel                              Director                                         April 4, 1996
- ------------------------------------
Victor H. Siegel

/s/ William F. Spitznagel                         Director                                         April 4, 1996
- ---------------------------------
William F. Spitznagel

/s/ Bruce E. Wiita                                Director                                         April 4, 1996
- ------------------------------------
Bruce E. Wiita

/s/ William Wolfson                               Director                                         April 4, 1996
- ------------------------------------
William Wolfson
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  its  behalf  by  the
undersigned, thereunto duly authorized, in the City of West Palm Beach, State of
Florida, on April , 1996.

                                    EMPLOYEE STOCK PURCHASE PLAN

                                    By  /s/ Lennart E. Lindahl
                                    Name:  Lennart E. Lindahl, Jr.
                                    Title: Chairman, Compensation Committee
INDEX TO EXHIBITS

NUMBER        DESCRIPTION OF EXHIBIT                        PAGE

5             Opinion re:  legality

23.1          Consent of Ernst & Young LLP
Exhibit 5

April 3, 1996

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

Re:      Offering of Shares Pursuant to
         Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Republic Security Financial  Corporation,  a Florida
corporation (the "Company"),  in connection with the preparation and filing with
the  Securities  and Exchange  Commission  under the  Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration  Statement")
relating to the registration by the Company of an aggregate of 200,000 shares of
the  Company's  common  stock,  $.01 par value per share (the  "Shares"),  to be
issued pursuant to the Company's Employee Stock Purchase Plan (the "Plan").

In so acting,  we have  examined  originals,  or copies  certified  or otherwise
identified  to our  satisfaction,  of (a) the Articles of  Incorporation  of the
Company,  (b) the  Bylaws  of the  Company,  (c) the  Plan  and (d)  such  other
documents,  records, certificates and other instruments of the Company as in our
judgment are necessary or appropriate for purposes of this opinion.

Based on the foregoing, we are of the following opinion:

1.   The Company is a corporation duly incorporated and validly
     existing in good standing under the laws of the State of Florida.

2.   The Shares have been duly  authorized by the Company and, when
     issued  and  paid  for as  contemplated  by  the  Registration
     Statement,  will be duly and validly  issued and will be fully
     paid and non-assessable.

We render the  foregoing  opinions as members of the Bar of the State of Florida
and express no opinion as to laws other than the laws of the State of Florida.

We  consent  to the  use of  this  opinion  as an  exhibit  to the  Registration
Statement  and to the use of our name under the caption  "Legal  Matters" in the
Registration Statement.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP
EXHIBIT 23.1

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the  reference to 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 Employee Stock Purchase Plan and to the
incorporation  by reference  therein of our report dated January 19, 1996,  with
respect to the consolidated  financial statements of Republic Security Financial
Corporation  included  in its  Annual  Report  (Form  10-K)  for the  nine-month
transition  period  ended  December  31,  1995,  filed with the  Securities  and
Exchange Commission.

ERNST & YOUNG LLP

West Palm Beach, Florida
April 2, 1996