As filed with the Securities and Exchange Commission on September 24, 1996.
                                                 Registration No. 333-______
 -----------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       -------------------------------

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


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

         Florida                                             59-2022158
     (State or other                                      (I.R.S. Employer
     jurisdiction of                                     Identification No.)
     incorporation or
      organization)

                            1750 E. Sunrise Boulevard
                          Ft. Lauderdale, Florida 33304
                                 (954) 760-5200
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)
               ---------------------------------------------------

                   BFC FINANCIAL CORPORATION STOCK OPTION PLAN
                            (Full title of the Plan)

                            Alan B. Levan, President
                            BFC Financial Corporation
                            1750 E. Sunrise Boulevard
                          Ft. Lauderdale, Florida 33304
                                 (954) 760-5018
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                         Calculation of Registration Fee
                         -------------------------------
 Title of each class     Amount        Proposed       Proposed      Amount of
 of securities to be      to be        maximum         maximum     registration
     registered        registered   offering price    aggregate        fee
                           (1)      per share (2)  offering price
                                                         (2)
    --------------     ----------   --------------  -------------   -----------
    Common stock,        750,000        $12.25       $9,187,500     $3,168.10
    $.01 par value       shares
    --------------     ----------   --------------  -------------   -----------

(1)   This  Registration  Statement  shall also cover any  additional  shares of
      Common  Stock  which  may  become  exercisable  under  the  BFC  Financial
      Corporation  Stock  Option  Plan by reason of any  stock  dividend,  stock
      split,  recapitalization  or any other similar transaction without receipt
      of consideration which results in an increase in the number of outstanding
      shares of Common Stock of BFC Financial Corporation.

(2)   Estimated  solely for purpose of calculating the registration fee pursuant
      to Rule 457(h) on the basis of the average of the bid and asked  prices of
      the  Common  Stock on  September  17,  1996 as  reported  by the  National
      Quotations Bureau, Inc.


<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.     Incorporation of Documents by Reference
            ---------------------------------------

            The  following  documents  filed by BFC Financial  Corporation  (the
"Registrant")  with the  Securities  and  Exchange  Commission  (the  "SEC") are
incorporated herein by this reference:

      (a)   (1)   The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1995.

            (2)   The  Registrant's  Amendment  No. 1 to Annual Report on Form
                  10-K/A for the year ended December 31, 1995.

      (b)   (1)   The Registrant's  Quarterly  Report  on Form 10-Q for the
                  quarter ended March 31, 1996.

            (2)   The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended June 30, 1996.

      (c)   (1)   The description of the Registrant's  common stock,  $.01 par
                  value  per  share,   is   contained   in  I.R.E.   Financial
                  Corporation's    Registration    Statement   on   Form   S-2
                  (Registration No. 33-8505).

            All  documents  subsequently  filed by the  Registrant  pursuant  to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

Item 4.     Description of Securities
            -------------------------

            Not applicable.

Item 5.     Interests of Named Experts and Counsel
            --------------------------------------

            Certain  legal  matters with respect to the legality of the issuance
of the  Registrant's  Common  Stock  offered  hereby will be passed upon for the
Registrant by Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.

Item 6.     Indemnification of Directors and Officers
            -----------------------------------------

            Section  607.0850 of the Florida  Business  Corporation  Act and the
Articles of Incorporation and Bylaws of the Company provide for  indemnification
of the  Company's  Directors  and  officers to the fullest  extent  permitted by
Florida law against claims, liabilities, amounts paid in settlement and expenses
in  a  variety  of  circumstances,  which  may  include  liabilities  under  the
Securities  Act of 1933, as amended (the  "Securities  Act").  In addition,  the
Company  carries  insurance  permitted  by the laws of the State of  Florida  on
behalf of Directors,  officers,  employees or agents which may cover liabilities
under the Securities Act.

Item 7.     Exemption from Registration Claimed.
            ------------------------------------

            Not applicable.

Item 8.     Exhibits
            --------

4.1         Articles of Incorporation of the Registrant as amended (incorporated
            by reference to Exhibit 3 to the Registrant's  Annual Report on Form
            10-K for the year ended December 31, 1989).

4.2         Bylaws of the Registrant  (incorporated by reference to Exhibit E to
            the Company's Proxy Statement/Prospectus, dated June 20, 1980).

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

23.1        Consent of Stearns  Weaver Miller  Weissler  Alhadeff & Sitterson,
            P.A.

23.2        Consent of KPMG Peat Marwick LLP.

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

Item 9.     Undertakings
            ------------

            (a)   The undersigned registrant hereby undertakes:

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

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

                     (ii)     To reflect in the  prospectus  any facts or events
                              arising   after   the   effective   date   of  the
                              Registration   Statement   (or  the  most   recent
                              post-effective     amendment    thereof)    which,
                              individually  or in  the  aggregate,  represent  a
                              fundamental change in the information 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 by the registrant  pursuant to Section
                  13 or Section 15(d) of the Exchange Act that are  incorporated
                  by reference in the Registration Statement.

                  (2)   That, for the purpose of determining any liability under
                        the Securities Act, each such  post-effective  amendment
                        shall  be  deemed  to  be a new  Registration  Statement
                        relating  to the  securities  offered  therein,  and the
                        offering of such securities at that time shall be deemed
                        to be the initial bona fide offering thereof.

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

            (b)   The  undersigned  registrant  hereby  undertakes  that,  for
                  purposes of determining  any liability  under the Securities
                  Act, each filing of the registrant's  annual report pursuant
                  to Section  13(a) or Section 15(d) of the Exchange Act (and,
                  where applicable,  each filing of an employee benefit plan's
                  annual  report  pursuant  to Section  15(d) of the  Exchange
                  Act) that is incorporated  by reference in the  Registration
                  Statement   shall  be  deemed  to  be  a  new   Registration
                  Statement  relating to the securities  offered therein,  and
                  the  offering  of such  securities  at that  time  shall  be
                  deemed to be the initial bona fide offering thereof.

            (c)   Insofar as  indemnification  for  liabilities  arising under
                  the Securities  Act may be permitted to directors,  officers
                  and  controlling  persons of the registrant  pursuant to the
                  foregoing provisions,  or otherwise, the registrant has been
                  advised that in the opinion of the SEC 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.


                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Fort Lauderdale, State of Florida, on the 20th day of
September, 1996.

                                    BFC FINANCIAL CORPORATION


                                    By:    /s/ Alan B. Levan
                                          Alan B. Levan, President


                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below   constitutes   and   appoints   Alan  B.   Levan  his  true  and   lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments,  including post-effective  amendments,  to this Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all that said  attorney-in-fact  and  agent,  or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

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



Signature                           Title                         Date
- ---------                           -----                         ----

Principal Executive Officer:


/s/ Alan B. Levan             President, Director, and       September  20, 1996
Alan B. Levan                 Principal Executive Officer



Principal Financial and
Accounting Officer:


/s/ Glen R. Gilbert           Chief Financial Officer         September 20, 1996
Glen R. Gilbert



/s/ John E. Abdo              Director                        September 24, 1996
John E. Abdo



/s/ Earl Pertnoy              Director                        September 20, 1996
Earl Pertnoy



/s/ Carl E. B. McKenry, Jr.   Director                        September 21, 1996
Carl E. B. McKenry, Jr.


<PAGE>


                                INDEX TO EXHIBITS


                                                                   Sequentially
Exhibit No.                   Description                         Numbered Page
- -----------                   -----------                         -------------


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

23.1              Consent of Stearns Weaver Miller
                  Weissler Alhadeff & Sitterson, P.A.

23.2              Consent of KPMG Peat Marwick LLP
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15800}]
{"company-data": {"conformed-name": "BFC FINANCIAL CORP", "cik": "0000315858", "assigned-sic": "6035", "irs-number": "592022148", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12543", "film-number": "96633553"}, "business-address": {"street1": "1750 E SUNRISE BLVD", "city": "FORT LAUDERDALE", "state": "FL", "zip": "33304", "phone": "3056658100"}, "former-company": [{"former-conformed-name": "BANKATLANTIC FINANCIAL CORP", "date-changed": "19920316"}, {"former-conformed-name": "IRE FINANCIAL CORP", "date-changed": "19880401"}]}
As filed with the Securities and Exchange Commission on September 24, 1996.
                                                 Registration No. 333-______
 -----------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       -------------------------------

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

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

         Florida                                             59-2022158
     (State or other                                      (I.R.S. Employer
     jurisdiction of                                     Identification No.)
     incorporation or
      organization)

                            1750 E. Sunrise Boulevard
                          Ft. Lauderdale, Florida 33304
                                 (954) 760-5200
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)
               ---------------------------------------------------

                   BFC FINANCIAL CORPORATION STOCK OPTION PLAN
                            (Full title of the Plan)

                            Alan B. Levan, President
                            BFC Financial Corporation
                            1750 E. Sunrise Boulevard
                          Ft. Lauderdale, Florida 33304
                                 (954) 760-5018
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                         Calculation of Registration Fee
                         -------------------------------
 Title of each class     Amount        Proposed       Proposed      Amount of
 of securities to be      to be        maximum         maximum     registration
     registered        registered   offering price    aggregate        fee
                           (1)      per share (2)  offering price
                                                         (2)
    --------------     ----------   --------------  -------------   -----------
    Common stock,        750,000        $12.25       $9,187,500     $3,168.10
    $.01 par value       shares
    --------------     ----------   --------------  -------------   -----------

(1)   This  Registration  Statement  shall also cover any  additional  shares of
      Common  Stock  which  may  become  exercisable  under  the  BFC  Financial
      Corporation  Stock  Option  Plan by reason of any  stock  dividend,  stock
      split,  recapitalization  or any other similar transaction without receipt
      of consideration which results in an increase in the number of outstanding
      shares of Common Stock of BFC Financial Corporation.

(2)   Estimated  solely for purpose of calculating the registration fee pursuant
      to Rule 457(h) on the basis of the average of the bid and asked  prices of
      the  Common  Stock on  September  17,  1996 as  reported  by the  National
      Quotations Bureau, Inc.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference
            ---------------------------------------

            The  following  documents  filed by BFC Financial  Corporation  (the
"Registrant")  with the  Securities  and  Exchange  Commission  (the  "SEC") are
incorporated herein by this reference:

      (a)   (1)   The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1995.

            (2)   The  Registrant's  Amendment  No. 1 to Annual Report on Form
                  10-K/A for the year ended December 31, 1995.

      (b)   (1)   The Registrant's  Quarterly  Report  on Form 10-Q for the
                  quarter ended March 31, 1996.

            (2)   The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended June 30, 1996.

      (c)   (1)   The description of the Registrant's  common stock,  $.01 par
                  value  per  share,   is   contained   in  I.R.E.   Financial
                  Corporation's    Registration    Statement   on   Form   S-2
                  (Registration No. 33-8505).

            All  documents  subsequently  filed by the  Registrant  pursuant  to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

Item 4.     Description of Securities
            -------------------------

            Not applicable.

Item 5.     Interests of Named Experts and Counsel
            --------------------------------------

            Certain  legal  matters with respect to the legality of the issuance
of the  Registrant's  Common  Stock  offered  hereby will be passed upon for the
Registrant by Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.

Item 6.     Indemnification of Directors and Officers
            -----------------------------------------

            Section  607.0850 of the Florida  Business  Corporation  Act and the
Articles of Incorporation and Bylaws of the Company provide for  indemnification
of the  Company's  Directors  and  officers to the fullest  extent  permitted by
Florida law against claims, liabilities, amounts paid in settlement and expenses
in  a  variety  of  circumstances,  which  may  include  liabilities  under  the
Securities  Act of 1933, as amended (the  "Securities  Act").  In addition,  the
Company  carries  insurance  permitted  by the laws of the State of  Florida  on
behalf of Directors,  officers,  employees or agents which may cover liabilities
under the Securities Act.

Item 7.     Exemption from Registration Claimed.
            ------------------------------------

            Not applicable.

Item 8.     Exhibits
            --------

4.1         Articles of Incorporation of the Registrant as amended (incorporated
            by reference to Exhibit 3 to the Registrant's  Annual Report on Form
            10-K for the year ended December 31, 1989).

4.2         Bylaws of the Registrant  (incorporated by reference to Exhibit E to
            the Company's Proxy Statement/Prospectus, dated June 20, 1980).

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

23.1        Consent of Stearns  Weaver Miller  Weissler  Alhadeff & Sitterson,
            P.A.

23.2        Consent of KPMG Peat Marwick LLP.

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

Item 9.     Undertakings
            ------------

            (a)   The undersigned registrant hereby undertakes:

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

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

                     (ii)     To reflect in the  prospectus  any facts or events
                              arising   after   the   effective   date   of  the
                              Registration   Statement   (or  the  most   recent
                              post-effective     amendment    thereof)    which,
                              individually  or in  the  aggregate,  represent  a
                              fundamental change in the information 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 by the registrant  pursuant to Section
                  13 or Section 15(d) of the Exchange Act that are  incorporated
                  by reference in the Registration Statement.

                  (2)   That, for the purpose of determining any liability under
                        the Securities Act, each such  post-effective  amendment
                        shall  be  deemed  to  be a new  Registration  Statement
                        relating  to the  securities  offered  therein,  and the
                        offering of such securities at that time shall be deemed
                        to be the initial bona fide offering thereof.

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

            (b)   The  undersigned  registrant  hereby  undertakes  that,  for
                  purposes of determining  any liability  under the Securities
                  Act, each filing of the registrant's  annual report pursuant
                  to Section  13(a) or Section 15(d) of the Exchange Act (and,
                  where applicable,  each filing of an employee benefit plan's
                  annual  report  pursuant  to Section  15(d) of the  Exchange
                  Act) that is incorporated  by reference in the  Registration
                  Statement   shall  be  deemed  to  be  a  new   Registration
                  Statement  relating to the securities  offered therein,  and
                  the  offering  of such  securities  at that  time  shall  be
                  deemed to be the initial bona fide offering thereof.

            (c)   Insofar as  indemnification  for  liabilities  arising under
                  the Securities  Act may be permitted to directors,  officers
                  and  controlling  persons of the registrant  pursuant to the
                  foregoing provisions,  or otherwise, the registrant has been
                  advised that in the opinion of the SEC 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.

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Fort Lauderdale, State of Florida, on the 20th day of
September, 1996.

                                    BFC FINANCIAL CORPORATION

                                    By:    /s/ Alan B. Levan
                                          Alan B. Levan, President

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below   constitutes   and   appoints   Alan  B.   Levan  his  true  and   lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments,  including post-effective  amendments,  to this Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all that said  attorney-in-fact  and  agent,  or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature                           Title                         Date
- ---------                           -----                         ----

Principal Executive Officer:

/s/ Alan B. Levan             President, Director, and       September  20, 1996
Alan B. Levan                 Principal Executive Officer

Principal Financial and
Accounting Officer:

/s/ Glen R. Gilbert           Chief Financial Officer         September 20, 1996
Glen R. Gilbert

/s/ John E. Abdo              Director                        September 24, 1996
John E. Abdo

/s/ Earl Pertnoy              Director                        September 20, 1996
Earl Pertnoy

/s/ Carl E. B. McKenry, Jr.   Director                        September 21, 1996
Carl E. B. McKenry, Jr.
INDEX TO EXHIBITS

                                                                   Sequentially
Exhibit No.                   Description                         Numbered Page
- -----------                   -----------                         -------------

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

23.1              Consent of Stearns Weaver Miller
                  Weissler Alhadeff & Sitterson, P.A.

23.2              Consent of KPMG Peat Marwick LLP