As filed with the Securities and Exchange Commission December 1, 1999.
                   File No. 333-________



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                        --------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                     SEACOAST BANKING CORPORATION OF FLORIDA
               (Exact Name of Issuer as Specified in its Charter)

         Florida                               59-2260678
     (State or Other Jurisdiction of        (I.R.S. Employer
     Incorporation or Organization)       Identification Number)

                               815 Colorado Avenue
                              Stuart, Florida 34995
                                 (561) 287-4000
               (Address, including zip code, and telephone number
                        of Principal Executive Offices)

     Seacoast Banking Corporation of Florida 1996 Long-Term Incentive Plan
                            (Full Title of the Plan)

       Dennis S. Hudson, III                   Copy to:
President and Chief Executive Officer     Michael L. Stevens
        815 Colorado Avenue               Alston & Bird LLP
       Stuart, Florida 34995             One Atlantic Center
          (561) 287-4000            1201 West Peachtree Street, NW
(Name and address of agent for        Atlanta, Georgia 30309-3424
           service                         (404) 881-7970



              CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                    <C>                  <C>                 <C>                <C>

---------------------- -------------------- ------------------- ------------------ ---------------
                                                 Proposed            Proposed
       Title of            Amount to be           Maximum             Maximum          Amount of
   Securities to be         Registered         Offering Price        Aggregate       Registration
      Registered                                Per Unit (1)     Offering Price (1)       Fee
---------------------- -------------------- ------------------- ------------------ ---------------

Class A Common Stock,      300,000 (2)           $29.25          $8,775,000.00       $2,316.60
$0.10 par value
---------------------- -------------------- ------------------- ------------------ ---------------


<FN>

(1)  Determined in accordance with Rule 457(h), the registration fee calculation
     is based on the  average of the high and low prices of  Seacoast's  Class A
     common stock reported on the Nasdaq  National Market System on November 23,
     1999.
(2)  Amount to be registered  includes 300,000 shares which may be granted under
     the Seacoast Banking  Corporation of Florida 1996 Long-Term Incentive Plan,
     plus such  additional  shares  as may be issued by reason of stock  splits,
     stock dividends or similar transactions.
</FN>

</TABLE>

<PAGE>



PART I  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     This  Registration  Statement  includes  two  forms  of  prospectuses.  The
documents  constituting  the  prospectus  under  Part  I  of  this  Registration
Statement (the "Plan  Prospectus")  will be sent or given to participants in the
Seacoast  Banking  Corporation  of Florida 1996  Long-Term  Incentive  Plan (the
"Plan") as specified by Rule  428(b)(1)  under the  Securities  Act of 1933,  as
amended.  The  second  prospectus  (the  "Resale  Prospectus")  may be  used  in
connection  with  reoffers  and resales of shares of the Class A common stock of
Seacoast Banking Corporation of Florida (the "Company") acquired pursuant to the
Plan prior to the date of this Registration  Statement.  The Plan Prospectus has
been  omitted  from this  Registration  Statement as permitted by Part I of Form
S-8. The Resale  Prospectus is filed as part of this  Registration  Statement as
required by Form S-8.

     Upon written or oral request, the Company will provide, without charge, the
documents  incorporated  by reference in Item 3 of Part II of this  registration
statement.  The  documents  are  incorporated  by  reference  in both  the  Plan
Prospectus  and the Resale  Prospectus.  The Company will also provide,  without
charge,  upon written or oral request,  other documents required to be delivered
to  employees  pursuant  to  Rule  428(b).  Requests  for  the  above  mentioned
information, should be directed to Dennis S. Hudson, III at (561) 287-4000.

<PAGE>



                         PROSPECTUS

                       300,000 Shares

           SEACOAST BANKING CORPORATION OF FLORIDA

                    Class A Common Stock
                   ----------------------

     The selling  stockholders named under "Selling  Stockholders"  beginning on
page 2 are  selling all of the shares of Class A common  stock being  offered by
this prospectus. We will not receive any of the proceeds from the sale of shares
by the selling stockholders.

     The  selling  stockholders  may sell their  shares at various  times in the
future.  They may sell their  shares  through the Nasdaq  National  Market or in
private  transactions and at prevailing  market prices or negotiated  prices, as
described  in the section of this  prospectus  entitled  "Plan of  Distribution"
beginning on page 3.

     Our Class A common stock is listed on the Nasdaq  National Market under the
symbol  "SBCFA."  The last  reported  sale price of our Class A common  stock on
November 30, 1999 was $30.125 per share on the Nasdaq National Market.


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

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission  has  approved or  disapproved  these  securities  or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

      The date of this prospectus is December 1, 1999.






<PAGE>



           SEACOAST BANKING CORPORATION OF FLORIDA

     Seacoast  is a bank  holding  company  headquartered  in  Stuart,  Florida.
Through its banking  subsidiary,  First  National  Bank and Trust Company of the
Treasure Coast ("FNB"), and other indirect subsidiaries,  Seacoast offers a full
array of deposit accounts and retail banking  services,  engages in consumer and
commercial lending and provides a wide variety of trust and investment brokerage
services.  Seacoast's  primary  service  area  is the  "Treasure  Coast,"  which
consists of the  counties of Martin,  St.  Lucie and Indian  River on  Florida's
southeastern  coast.  Seacoast  was  organized  under  the laws of the  state of
Florida and commenced  operations in 1983 as a registered  bank holding  company
under the Bank Holding Company Act.

     Our principal  executive office is located at 815 Colorado Avenue,  Stuart,
Florida 34994, and our telephone number at such address is (561) 287-4000.


         SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

     Some of the statements in this prospectus and in some of the documents that
we incorporate by reference in this  prospectus are  forward-looking  statements
about our expectations of what may happen in the future. Statements that are not
historical facts are forward-looking  statements.  These statements are based on
the beliefs and  assumptions  of our  management  and on  information  currently
available to us.  Forward-looking  statements can sometimes be identified by our
use  of  forward-looking  words  like  "  anticipate,"   "believe,"  "estimate,"
"expect," "intend," "may," "plan" and similar expressions.

     Forward-looking  statements are not guarantees of future performance.  They
involve risks, uncertainties and assumptions. Our future results and stockholder
value may  differ  significantly  from  those  expressed  in or  implied  by the
forward-looking  statements  contained in this prospectus and in the information
incorporated in this  prospectus.  See "Where You Can Find More  Information" on
page 5. Many of the factors  that will  determine  these  results and values are
beyond  our  ability  to control  or  predict.  We caution  you that a number of
important factors could cause actual results to be very different from and worse
than our expectations expressed in or implied by any forward-looking statement.

     Management  believes  these  forward-looking   statements  are  reasonable.
However,   you  should  not  place  undue  reliance  on  these   forward-looking
statements,  which are based only on our current  expectations.  Forward-looking
statements  speak  only as of the  date  they  are  made,  and we  undertake  no
obligation to publicly  update any of them in light of new information or future
events.


                    SELLING STOCKHOLDERS

     The selling  stockholders  acquired beneficial  ownership of all the shares
listed below through their  participation  in Seacoast  Banking  Corporation  of
Florida 1996  Long-Term  Incentive  Plan. Our  registration  of the shares being
offered  by the  selling  stockholders  does  not  guarantee  that  the  selling
stockholders will sell all or any of the shares.

     The following table shows, as of December 1, 1999:

     *    the number of shares of our Class A common stock beneficially owned by
          each of the named selling  stockholders (based on the best information
          available to the Company),  and
     *    the  number of shares  which may be sold by each of the named  selling
          stockholders under this prospectus.

     Other than A Douglas  Gilbert and C.  William  Curtis,  Jr., who are Senior
Executive  Vice  Presidents of the Company,  no named selling  stockholder is an
affiliate of Seacoast, although each is or was an employee of ours. Each selling
stockholder will beneficially own less than one percent of our outstanding Class
A common stock after the offering.

                                   Shares     Shares Which May Be
                               Beneficially     Sold Under This
          Selling Stockholder     Owned           Prospectus

          Mike Bolinger                 *           3,035
          C. William Curtis, Jr.   39,238           5,174
          Carolyn Elkins                *           2,411
          Randall Ezell                 *          12,140
          A. Douglas Gilbert       43,319             312
          Michele Glorie                *           1,214
          Vada Hendricks                *           2,428
          Leonard Hoag             12,999           2,631
          Steve Krumfolz                *           2,428
          Jeff Morton                   *           3,035
          Andrew Richman            8,200           4,529
          J. Hal Roberts                *          24,280
          Jean Strickland          21,582           1,111

          * Unknown


In addition,  certain unnamed non-affiliates,  each of whom may sell up to 1,000
shares, may use this prospectus for reoffers and resales.


                    PLAN OF DISTRIBUTION

     We have  registered  the  shares of Class A common  stock  covered  by this
prospectus  for offer and sale  from time to time by the  selling  stockholders,
including their donees,  pledgees,  transferees or other  successors-in-interest
who  sell  shares  received  from  a  selling  stockholder  as a  gift,  pledge,
partnership  distribution or other non-sale  related  transfer after the date of
this prospectus. The selling stockholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale.

     The  selling  stockholders  may  sell  the  shares  being  offered  by this
prospectus in one or more of the following ways:

     *    on the Nasdaq National Market or other national securities exchange on
          which  our  Class  A  common  stock  is  then  listed;
     *    in negotiated transactions;
     *    through put or call option transactions related to the shares;
     *    through  short sales of the shares; or
     *    by a combination of these methods of sale.

     The selling stockholders may sell the shares at market prices prevailing at
the time of sale, at prices related to the then-prevailing  market prices, or at
negotiated prices.

     The selling  stockholders may sell the shares directly to purchasers or may
sell  the  shares  to or  through  brokers  or  dealers  by one or  more  of the
following:

     *    ordinary  brokerage  transactions and transactions in which the broker
          solicits purchasers;
     *    purchases by a broker or dealer as principal  and resale by the broker
          or dealer for its account under this prospectus;
     *    a block trade in which the broker or dealer  will  attempt to sell the
          shares as agent but may  position and resell a portion of the block as
          principal to facilitate the transaction;
     *    an exchange  distribution in accordance with the rules of the exchange
          or automated  interdealer quotation system on which our Class A common
          stock is then listed; and
     *    through the writing of options on the shares.

If required  by law at the time a  particular  offer of shares is made,  we will
state the terms and  conditions of the sale  transaction in a supplement to this
prospectus.

     Any brokers or dealers  acting in  connection  with offers and sales of the
shares  may  receive  compensation  in the  form of  discounts,  concessions  or
commissions  from the selling  stockholders or the purchasers of shares for whom
such brokers or dealers may act as agents or to whom they may sell as principal,
or both. Any compensation as to a particular broker or dealer might be in excess
of customary commissions.

     The selling  stockholders and any brokers or dealers that act in connection
with the sale of shares might be deemed to be "underwriters"  within the meaning
of Section 2(11) of the Securities Act. Any  commissions  received by brokers or
dealers and any profit on the resale of the shares sold by them while  acting as
principals might be deemed to be underwriting discounts or commissions under the
Securities Act.

     The selling  stockholders  have  advised us that they have not entered into
any  agreements,  understandings  or  arrangements  with any  brokers or dealers
regarding  the  sale of  their  shares  and  that  there  is no  underwriter  or
coordinating broker acting in connection with the proposed sale of shares by the
selling stockholders.

     We will bear all expenses in connection with the registration of the shares
being offered by the selling stockholders. The selling stockholders will pay all
brokerage  commissions and similar  selling  expenses,  if any,  attributable to
sales of the shares. The selling  stockholders may agree to indemnify any broker
or dealer  that  participates  in  transactions  involving  sales of the  shares
against certain liabilities,  including liabilities arising under the Securities
Act.

     Selling  stockholders  also may sell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act, provided
they meet the criteria and conform to the requirements of Rule 144.


                        LEGAL MATTERS

     Alston & Bird LLP, Atlanta,  Georgia,  has opined as to the validity of the
shares of Class A common stock being offered by the selling stockholders.


                           EXPERTS

     The consolidated  financial  statements of Seacoast Banking  Corporation of
Florida at  December  31,  1998 and 1997 and for each of the three  years in the
period ended December 31, 1998 incorporated by reference in this prospectus have
been audited by Arthur Andersen LLP, independent auditors, as set forth in their
report thereon.  The  consolidated  financial  statements  referred to above are
included in reliance upon such reports given upon the authority of such firms as
experts in accounting and auditing.


             WHERE YOU CAN FIND MORE INFORMATION

    We file reports,  proxy  statements and other  information with the SEC. You
can obtain copies of those reports, proxy statements and other information:

     *    at the Public  Reference Room of the SEC, Room 1024,  Judiciary Plaza,
          450 Fifth Street, N.W., Washington, D.C. 20549;
     *    from the Internet site that the SEC  maintains at  http://www.sec.gov,
          which contains  reports,  proxy and  information  statements and other
          information  regarding issuers that file  electronically with the SEC;
          and
     *    at the offices of The Nasdaq Stock Market, Inc., Reports Section, 1735
          K Street, N.W., Washington, D.C. 20006.

     You may obtain  information on the operation of the SEC's Public  Reference
Room by calling the SEC at 1-800-SEC-0330.

     This prospectus is part of a registration  statement that we filed with the
SEC. The registration  statement  contains more information than this prospectus
regarding us and our Class A common stock,  including certain exhibits.  You can
get a copy of the registration statement from the locations listed above.

     The SEC allows us to "incorporate by reference" additional information into
this  prospectus.   This  means  that  we  can  disclose  additional   important
information  about us to you by referring  you to another  document that we have
filed  separately with the SEC. The information that we incorporate by reference
is  considered  to be a part of this  prospectus,  except  for any  incorporated
information  that  is  superceded  by  information  contained  directly  in this
prospectus.  We incorporate by reference the documents  listed below, as well as
any future  documents we file with the SEC under Sections  13(a),  13(c),  14 or
15(d) of the  Securities  Exchange Act of 1934 prior to the  termination  of the
offering of our Class A common stock under this prospectus:

     *    our annual report on Form 10-K for the fiscal year ended  December 31,
          1998,  including  those  portions of our proxy  statement for the 1999
          annual  meeting  of  stockholders  incorporated  in the  Form  10-K by
          reference;
     *    our quarterly  report on Form 10-Q for the quarter ended September 30,
          1999;
     *    All other  reports  filed by us pursuant to Section  13(a) or 15(d) of
          the Exchange Act since December 31, 1998; and
     *    the  descriptions  of our  Class  A  common  stock  set  forth  in our
          registration  statement  filed  under to Section 12 of the  Securities
          Exchange  Act,  and any  amendment  or report filed for the purpose of
          updating these descriptions.

     Upon request,  we will provide you, at no cost, a copy of any or all of the
documents that we incorporate by reference in this  prospectus.  Written or oral
requests should be directed to:

                     Corporate Secretary
           Seacoast Banking Corporation of Florida
                     815 Colorado Avenue
                    Stuart, Florida 34995
                       (561) 287-4000

     You  should  rely only on the  information  contained  or  incorporated  by
reference in this prospectus or any related  supplement.  We have not authorized
anyone else to provide  you with  different  information.  You should not assume
that the information  contained in this prospectus or any supplement is accurate
as of any date other than the date on the cover page of those documents.



<PAGE>



================================================================================




     Table of Contents                        300,000 Shares
                               Page

Seacoast Banking Corporation
  of Florida.................... 2
Special Cautionary Notice
  Regarding Forward-                         SEACOAST BANKING
  Looking Statements............ 2        CORPORATION OF FLORIDA
Selling Stockholders............ 2
Plan of Distribution............ 3
Legal Matters................... 5
Experts......................... 5         Class A Common Stock
Where You Can Find More
  Information................... 5



                                                Prospectus











                                              December 1, 1999



================================================================================




<PAGE>



PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following  documents filed by Seacoast  Banking  Corporation of Florida
(the   "Registrant")   with  the   Securities  and  Exchange   Commission   (the
"Commission")  pursuant to the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"),  are  incorporated  herein by reference and deemed to be a part
hereof from the date of the filing of such documents:

     (a) The Registrant's Annual Report on Form 10-K for the year ended December
31, 1998;

     (b) All other reports filed by the Registrant  pursuant to Section 13(a) or
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
since December 31, 1998; and

     (c) The  description  of Class A common stock  contained  in the  Company's
Registration Statement filed under Section 12 of the Exchange Act, including all
amendments or reports filed for the purpose of updating such description.

     All  documents  subsequently  filed by the  Registrant  pursuant to Section
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold,  shall
be deemed to be incorporated by reference in this registration  statement and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained in a document  incorporated by reference herein and filed prior to the
filing hereof shall be deemed to be modified or superseded  for purposes of this
registration  statement to the extent that a statement contained herein modifies
or supersedes such statement, and any statement contained herein or in any other
document  incorporated  by  reference  herein  shall be deemed to be modified or
superseded  for  purposes of this  registration  statement  to the extent that a
statement  contained  in any other  subsequently  filed  document  which also is
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities

     Not Applicable.

Item 5. Interests of Named Experts and Counsel

     Not Applicable.

Item 6. Indemnification of Directors and Officers

     The provisions of the Florida Business Corporation Act (the "FBCA") and the
Company's  Bylaws  set forth the  extent to which the  Company's  directors  and
officers maybe indemnified  against  liabilities they may incur while serving in
such  capacities.  The Company's Bylaws provide that a director who performs his
duties under the Bylaws in good faith shall have no liability by reason of being
or having been a director of the corporation.  The Florida Business  Corporation
Act's provisions for indemnification are summarized below.

     Section  607.0850(1)  of the FBCA empowers a  corporation  to indemnify any
person who was or is a party to any  proceeding  (other than an action by, or in
right of, the corporation),  by reason of the fact that he is or was a director,
officer,  employee,  or agent of the  corporation  or is or was  serving  at the
request of the corporation as a director, officer, employee, or agent of another
corporation,  partnership,  joint venture,  trust, or other  enterprise  against
liability  incurred in  connection  with such  proceeding,  including any appeal
thereof,  if he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the  corporation  and, with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe his
conduct was unlawful.  This Subsection  further provides that the termination of
proceeding by judgment,  order, settlement, or conviction or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he reasonably believed to
be in, or not opposed to, the best interests of the corporation or, with respect
to any criminal action or proceeding,  had reasonable  cause to believe that his
conduct was unlawful.

     Section 607.0850(2)  empowers a corporation to indemnify any person who was
or is a party to any proceeding by or in the right of the corporation to procure
a  judgment  in its favor by  reason  of the fact that he is or was a  director,
officer,  employee,  or agent of the  corporation  or is or was  serving  at the
request of the corporation as a director, officer, employee, or agent of another
corporation,  partnership,  joint venture,  trust, or other enterprise,  against
expenses and amounts paid in settlement  not  exceeding,  in the judgment of the
board of  directors,  the  estimated  expense of  litigating  the  proceeding to
conclusion,  actually and reasonably  incurred in connection with the defense or
settlement   of  such   proceeding,   including   any   appeal   thereof.   Such
indemnification  shall be authorized if such person acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation,  except that no  indemnification  may be made in respect of any
claim,  issue,  or matter as to which such person shall have been adjudged to be
liable unless,  and only to the extent that, the court in which such  proceeding
was brought, or any other court of competent jurisdiction,  shall determine upon
application  that,  despite the  adjudication  of  liability  but in view of all
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity for such expenses which such court shall deem proper.

     Section 607.0850(3)  provides that to the extent that a director,  officer,
employee,  or agent  of a  corporation  has been  successful  on the  merits  or
otherwise  in  the  defense  of any  proceeding  referred  to in  the  preceding
subparagraphs, or in defense of any claim, issue, or matter therein, he shall be
indemnified  against  expenses  actually  and  reasonably  incurred  by  him  in
connection therewith.

     Section 607.0850(4) provides that any indemnification under subsections (1)
or (2),  unless  pursuant to a  determination  by a court,  shall be made by the
corporation  only as  authorized in a specific  case upon a  determination  that
indemnification of the director,  officer,  employee,  or agent is proper in the
circumstances  because the person has met the applicable  standard of conduct as
set forth in subsections (1) or (2). Such determination shall be made (a) by the
board of directors by a majority  vote of a quorum  consisting  of directors who
are not parties to such  proceeding;  (b) if such a quorum is not obtainable or,
even if obtainable, by majority vote of a committee duly designated by the board
of directors  (in which  directors who are parties may  participate)  consisting
solely  of two or  more  directors  who  are  not at  the  time  parties  to the
proceeding;  (c) by independent legal counsel selected by the board of directors
described in paragraph (a) or the committee  described in paragraph (b), or if a
quorum of the  directors  cannot be obtained for paragraph (a) and the committee
cannot be designated  under  paragraph  (b),  selected by a majority vote of the
full board of directors (in which directors who are parties may participate); or
(d)  by  the  shareholders  by  a  majority  vote  of  a  quorum  consisting  of
shareholders  who are not  parties to such  proceeding  or, if no such quorum is
obtainable,  by a majority  vote of  shareholders  who were not  parties to such
proceeding.

     Section  607.0850(5)  provides  that  evaluation of the  reasonableness  of
expenses and authorization of  indemnification  shall be made in the same manner
as the  determination  that  indemnification  is  permissible.  However,  if the
determination of permissibility  is made by independent  legal counsel,  persons
specified by paragraph  4(c) shall evaluate the  reasonableness  of expenses and
may authorize indemnification.

     Section  607.0850(6)  provides  that  expenses  incurred  by an  officer or
director  in  defending  a  civil  or  criminal  proceeding  may be  paid by the
corporation in advance of the final  disposition of such proceeding upon receipt
of an  undertaking  by or on behalf of such  director  or  officer to repay such
amount if he is ultimately  found not to be entitled to  indemnification  by the
corporation.  Expenses  incurred  by other  employees  and agents may be paid in
advance upon terms or conditions that the board of directors deems appropriate.

     Section  607.0850(7)  provides that the  indemnification and advancement of
expenses  provided  pursuant  to  this  section  are  not  exclusive,   and  the
corporation  is  empowered  to make any  other  or  further  indemnification  or
advancement of expenses of any of its directors, officers, employees, or agents,
under any bylaw, agreement,  vote of shareholders or disinterested directors, or
otherwise,  both as to  action  in his  official  capacity  and as to  action in
another  capacity  while  holding such office,  unless a judgment or other final
adjudication  establishes  that such  person's  actions or omissions to act were
material to the cause of action so adjudicated and constitute (a) a violation of
the criminal law,  unless such person had  reasonable  cause to believe that his
conduct was lawful or had no  reasonable  cause to believe  that his conduct was
unlawful;  (b) a transaction from which such person derived an improper personal
benefit; (c) in the case of a director, a circumstance under which the liability
provisions  of  Section  607.0834  of the FBCA are  applicable;  or (d)  willful
misconduct or a conscious disregard for the best interests of the corporation in
a proceeding by or in the right of the  corporation to procure a judgment in its
favor, or in a proceeding by or in the right of a shareholder.

     Section  607.0850(8)  provides  that  indemnification  and  advancement  of
expenses shall continue,  unless otherwise provided when authorized or ratified,
to a person who has ceased to be a director,  officer,  employee,  or agent, and
shall inure to the benefit of such person's heirs,  executors and administrators
unless otherwise provided when authorized or ratified.

     Section  607.0850(9)  provides that, unless the  corporation's  articles of
incorporation provide otherwise, notwithstanding the failure of a corporation to
provide  indemnification and despite any contrary  determination of the board or
of the  shareholders  of the specific case, a director,  officer,  employee,  or
agent who is or was a party to a  proceeding  may apply for  indemnification  or
advancement of expenses, or both, to the court conducting the proceeding, to the
circuit court, or to another court of competent  jurisdiction.  On receipt of an
application, the court, after giving any notice that it considers necessary, may
order  indemnification and advancement of expenses,  including expenses incurred
in seeking  court-ordered  indemnification  or  advancement  of expenses,  if it
determines  that (a) the director,  officer,  employee,  or agent is entitled to
mandatory  indemnification  under  subsection (3), in which case the court shall
also order the corporation to pay the director  reasonable  expenses incurred in
obtaining  court-ordered  indemnification  or advancement  or expenses;  (b) the
director,  officer,  employee,  or  agent  is  entitled  to  indemnification  or
advancement of expenses,  or both, by virtue of the exercise by the  corporation
of its power pursuant to subsection (7); or (c) the director, officer, employee,
or agent is fairly and reasonably  entitled to indemnification or advancement of
expenses,  or both,  in view of all the relevant  circumstances,  regardless  of
whether  such person meet the standard of conduct set forth in  subsection  (1),
subsection (2), or subsection (7).

     Section 607.0850(12) provides that the corporation is empowered to purchase
and  maintain  insurance  on  behalf  of any  person  who is or was a  director,
officer,  employee,  or agent of the  corporation  or is or was  serving  at the
request of the corporation as a director, officer, employee, or agent of another
corporation,  partnership, joint venture, trust, or other enterprise against any
liability  asserted  against  him or  incurred  by him in any such  capacity  or
arising out of his status as such, whether or not the corporation would have the
power to  indemnify  him against such  liability  under the  provisions  of this
section.

     The  Company  maintains  an  insurance  policy  insuring  the  Company  and
directors and officers of the Company  against  certain  liabilities,  including
liabilities under the Securities Act of 1933.

Item 7. Exemption from Registration Claimed

     The shares of Class A common stock covered by the resale  prospectus  which
is  a  part  of  this  Registration  Statement  were  acquired  by  the  selling
stockholders in  transactions  which were exempt from  registration  pursuant to
Section  4(2) of the  Securities  Act of 1933,  as  amended.  Such  shares  were
acquired solely in connection with offers made to participants in the Plan.

Item 8. Exhibits

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

 Exhibit Number     Description

      5.1       Opinion of Alston & Bird LLP

      23.1      Consent of Alston & Bird LLP (included in Exhibit 5.1)

      23.2      Consent of Arthur Andersen LLP

      24.1      Power of Attorney (included on the signature page contained in
                Part II hereof)


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 of 1933;

              (ii) To  reflect  in the  prospectus  any facts or events  arising
       after the  effective  date of this  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 this Registration Statement;

              (iii) To include any material information with respect to the plan
       of distribution not previously disclosed in this Registration Statement
       or any material change to such information in this Registration
       Statement;

     Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) above do not
apply if the  registration  statement is on Form S-3,  Form S-8 or Form F-3, and
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  Securities  Exchange  Act of 1934 that are
incorporated by reference in this Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration statement relating to the securities being 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 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's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered 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 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.






<PAGE>



                        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  Stuart,  State  of  Florida,  on the  30th  day of
November, 1999.


                       SEACOAST BANKING CORPORATION OF FLORIDA


                           By:  /s/ Dennis S. Hudson, III
                                -------------------------------------
                                Dennis S. Hudson, III
                                President and Chief Executive Officer


                     POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints  Dennis S. Hudson,  III and William R. Hahl, and
each of them,  with the  power to act  without  the  other,  his or her true and
lawful  attorneys-in-fact  and  agents,  with  full  power of  substitution  and
resubstitution,  for him or her, and in his or her 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  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully and to all intents and  purposes as he or she might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  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  on Form S-8 has  been  signed  below  by the  following
persons in the capacities and on the dates indicated.

Name                        Capacity                         Date
----                        --------                         ----


/s/ Dennis S. Hudson, III   President and Chief Executive    December 1, 1999
-------------------------   Officer, Director
Dennis S. Hudson, III       (Principal Executive Officer)



/s/ William R. Hahl         Executive Vice President and
-------------------------   Chief Financial Officer          December 1, 1999
William R. Hahl             (Principal Financial Officer
                            and Chief Accounting Officer)


/s/ Dale M. Hudson          Chairman of the Board            December 1, 1999
-------------------------
Dale M. Hudson


/s/ Jeffrey C. Bruner       Director                         December 1, 1999
-------------------------
Jeffrey C. Bruner



-------------------------   Director
John H. Crane



/s/ Evans Crary, Jr.        Director                         December 1, 1999
------------------------
Evans Crary, Jr.


/s/ Christopher E. Fogal    Director                         December 1, 1999
-------------------------
Christopher E. Fogal



-------------------------   Director
Jeffrey S. Furst



-------------------------   Director
Dennis S. Hudson, Jr.



-------------------------   Director
John R. Santarsiero, Jr.



/s/ Thomas H. Thurlow, Jr.  Director                         December 1, 1999
--------------------------
Thomas H. Thurlow, Jr.




<PAGE>



                        EXHIBIT INDEX
                             TO
             REGISTRATION STATEMENT ON FORM S-8


   Exhibit Number                  Description



         5.1         Opinion of Alston & Bird LLP


        23.1         Consent of Alston & Bird LLP (included in Exhibit 5.1)


        23.2         Consent of Arthur Andersen LLP


        24.1         Power of Attorney (included on the signature page contained
                     in Part II hereof)







<PAGE>



Exhibit 5.1 and Exhibit 23.1




                             November 30, 1999

Seacoast Banking Corporation of Florida
815 Colorado Avenue
Stuart, Florida  34995

     Re:  Form  S-8  Registration  Statement  Seacoast  Banking  Corporation  of
          Florida 1996 Long-Term Incentive Plan

Ladies and Gentlemen:

     We have acted as counsel for Seacoast  Banking  Corporation  of Florida,  a
Florida  corporation  (the  "Corporation"),  in connection  with the  referenced
Registration Statement on Form S-8 (the "Registration Statement") being filed by
the Corporation with the Securities and Exchange  Commission (the  "Commission")
under the Securities Act of 1933, as amended, and covering 300,000 shares of the
Corporation's  Class A Common Stock,  $0.10 par value ("Class A Common  Stock"),
that may be issued pursuant to the Seacoast Banking  Corporation of Florida 1996
Long-Term Incentive Plan (the "Plan").

     In the capacity described above, we have considered such matters of law and
of fact,  including  the  examination  of  originals  or  copies,  certified  or
otherwise  identified to our satisfaction,  of such records and documents of the
Corporation,  certificates  of public  officials and such other  documents as we
have deemed appropriate as a basis for the opinions hereinafter set forth.

     Based upon the  foregoing,  it is our opinion  that the  300,000  shares of
Class A Common  Stock  covered by the  Registration  Statement  and to be issued
pursuant to the Plan, when issued in accordance with the terms and conditions of
the Plan, will be legally and validly issued, fully paid and nonassessable.

     This Opinion Letter is provided to you for your benefit and for the benefit
of the  Commission,  in  each  case,  solely  with  regard  to the  Registration
Statement,  may be relied upon by you and the Commission only in connection with
the  Registration  Statement,  and may not be relied upon by any other person or
for any other purpose without our prior written consent.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement  and  further  consent  to the use of our name  wherever
appearing in the Registration Statement.

                           Sincerely,

                           ALSTON & BIRD LLP

                           By: /s/ Ralph F. MacDonald, III
                               ---------------------------
                                  A Partner



<PAGE>


Exhibit 23.2



     CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



As  independent   certified  public  accountants,   we  hereby  consent  to  the
incorporation  by  reference  in this  Form S-8  Registration  Statement  of our
reports  dated January 14, 1999,  included in Seacoast  Banking  Corporation  of
Florida's  Form 10-K for the year ended December 31, 1998, and to all references
to our Firm included in this Form S-8 Registration Statement.


ARTHUR ANDERSEN LLP

/s/ Arthur Andersen LLP

Fort Lauderdale, Florida,
    November 29, 1999.





                        -2-
[{"type": "S-8", "sequence": "1", "description": "SBCFA 1996 LONG TERM INCENTIVE PLAN", "secsgml_size_bytes": 45672}]
{"company-data": {"conformed-name": "SEACOAST BANKING CORP OF FLORIDA", "cik": "0000730708", "assigned-sic": "6022", "irs-number": "592260678", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91859", "film-number": "99767123"}, "business-address": {"street1": "815 COLORADO AVE", "street2": "P O BOX 9012", "city": "STUART", "state": "FL", "zip": "34994", "phone": "5612874000"}, "mail-address": {"street1": "815 COLORADO AVE", "street2": "P O BOX 9012", "city": "STUART", "state": "FL", "zip": "34995"}}
As filed with the Securities and Exchange Commission December 1, 1999.
                   File No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                        --------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                     SEACOAST BANKING CORPORATION OF FLORIDA
               (Exact Name of Issuer as Specified in its Charter)

         Florida                               59-2260678
     (State or Other Jurisdiction of        (I.R.S. Employer
     Incorporation or Organization)       Identification Number)

                               815 Colorado Avenue
                              Stuart, Florida 34995
                                 (561) 287-4000
               (Address, including zip code, and telephone number
                        of Principal Executive Offices)

     Seacoast Banking Corporation of Florida 1996 Long-Term Incentive Plan
                            (Full Title of the Plan)

       Dennis S. Hudson, III                   Copy to:
President and Chief Executive Officer     Michael L. Stevens
        815 Colorado Avenue               Alston & Bird LLP
       Stuart, Florida 34995             One Atlantic Center
          (561) 287-4000            1201 West Peachtree Street, NW
(Name and address of agent for        Atlanta, Georgia 30309-3424
           service                         (404) 881-7970

              CALCULATION OF REGISTRATION FEE
---------------------- -------------------- ------------------- ------------------ ---------------
                                                 Proposed            Proposed
       Title of            Amount to be           Maximum             Maximum          Amount of
   Securities to be         Registered         Offering Price        Aggregate       Registration
      Registered                                Per Unit (1)     Offering Price (1)       Fee
---------------------- -------------------- ------------------- ------------------ ---------------

Class A Common Stock,      300,000 (2)           $29.25          $8,775,000.00       $2,316.60
$0.10 par value
---------------------- -------------------- ------------------- ------------------ ---------------
(1)  Determined in accordance with Rule 457(h), the registration fee calculation
     is based on the  average of the high and low prices of  Seacoast's  Class A
     common stock reported on the Nasdaq  National Market System on November 23,
     1999.
(2)  Amount to be registered  includes 300,000 shares which may be granted under
     the Seacoast Banking  Corporation of Florida 1996 Long-Term Incentive Plan,
     plus such  additional  shares  as may be issued by reason of stock  splits,
     stock dividends or similar transactions.
PART I  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     This  Registration  Statement  includes  two  forms  of  prospectuses.  The
documents  constituting  the  prospectus  under  Part  I  of  this  Registration
Statement (the "Plan  Prospectus")  will be sent or given to participants in the
Seacoast  Banking  Corporation  of Florida 1996  Long-Term  Incentive  Plan (the
"Plan") as specified by Rule  428(b)(1)  under the  Securities  Act of 1933,  as
amended.  The  second  prospectus  (the  "Resale  Prospectus")  may be  used  in
connection  with  reoffers  and resales of shares of the Class A common stock of
Seacoast Banking Corporation of Florida (the "Company") acquired pursuant to the
Plan prior to the date of this Registration  Statement.  The Plan Prospectus has
been  omitted  from this  Registration  Statement as permitted by Part I of Form
S-8. The Resale  Prospectus is filed as part of this  Registration  Statement as
required by Form S-8.

     Upon written or oral request, the Company will provide, without charge, the
documents  incorporated  by reference in Item 3 of Part II of this  registration
statement.  The  documents  are  incorporated  by  reference  in both  the  Plan
Prospectus  and the Resale  Prospectus.  The Company will also provide,  without
charge,  upon written or oral request,  other documents required to be delivered
to  employees  pursuant  to  Rule  428(b).  Requests  for  the  above  mentioned
information, should be directed to Dennis S. Hudson, III at (561) 287-4000.
PROSPECTUS

                       300,000 Shares

           SEACOAST BANKING CORPORATION OF FLORIDA

                    Class A Common Stock
                   ----------------------

     The selling  stockholders named under "Selling  Stockholders"  beginning on
page 2 are  selling all of the shares of Class A common  stock being  offered by
this prospectus. We will not receive any of the proceeds from the sale of shares
by the selling stockholders.

     The  selling  stockholders  may sell their  shares at various  times in the
future.  They may sell their  shares  through the Nasdaq  National  Market or in
private  transactions and at prevailing  market prices or negotiated  prices, as
described  in the section of this  prospectus  entitled  "Plan of  Distribution"
beginning on page 3.

     Our Class A common stock is listed on the Nasdaq  National Market under the
symbol  "SBCFA."  The last  reported  sale price of our Class A common  stock on
November 30, 1999 was $30.125 per share on the Nasdaq National Market.

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

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission  has  approved or  disapproved  these  securities  or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

      The date of this prospectus is December 1, 1999.
SEACOAST BANKING CORPORATION OF FLORIDA

     Seacoast  is a bank  holding  company  headquartered  in  Stuart,  Florida.
Through its banking  subsidiary,  First  National  Bank and Trust Company of the
Treasure Coast ("FNB"), and other indirect subsidiaries,  Seacoast offers a full
array of deposit accounts and retail banking  services,  engages in consumer and
commercial lending and provides a wide variety of trust and investment brokerage
services.  Seacoast's  primary  service  area  is the  "Treasure  Coast,"  which
consists of the  counties of Martin,  St.  Lucie and Indian  River on  Florida's
southeastern  coast.  Seacoast  was  organized  under  the laws of the  state of
Florida and commenced  operations in 1983 as a registered  bank holding  company
under the Bank Holding Company Act.

     Our principal  executive office is located at 815 Colorado Avenue,  Stuart,
Florida 34994, and our telephone number at such address is (561) 287-4000.

         SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

     Some of the statements in this prospectus and in some of the documents that
we incorporate by reference in this  prospectus are  forward-looking  statements
about our expectations of what may happen in the future. Statements that are not
historical facts are forward-looking  statements.  These statements are based on
the beliefs and  assumptions  of our  management  and on  information  currently
available to us.  Forward-looking  statements can sometimes be identified by our
use  of  forward-looking  words  like  "  anticipate,"   "believe,"  "estimate,"
"expect," "intend," "may," "plan" and similar expressions.

     Forward-looking  statements are not guarantees of future performance.  They
involve risks, uncertainties and assumptions. Our future results and stockholder
value may  differ  significantly  from  those  expressed  in or  implied  by the
forward-looking  statements  contained in this prospectus and in the information
incorporated in this  prospectus.  See "Where You Can Find More  Information" on
page 5. Many of the factors  that will  determine  these  results and values are
beyond  our  ability  to control  or  predict.  We caution  you that a number of
important factors could cause actual results to be very different from and worse
than our expectations expressed in or implied by any forward-looking statement.

     Management  believes  these  forward-looking   statements  are  reasonable.
However,   you  should  not  place  undue  reliance  on  these   forward-looking
statements,  which are based only on our current  expectations.  Forward-looking
statements  speak  only as of the  date  they  are  made,  and we  undertake  no
obligation to publicly  update any of them in light of new information or future
events.

                    SELLING STOCKHOLDERS

     The selling  stockholders  acquired beneficial  ownership of all the shares
listed below through their  participation  in Seacoast  Banking  Corporation  of
Florida 1996  Long-Term  Incentive  Plan. Our  registration  of the shares being
offered  by the  selling  stockholders  does  not  guarantee  that  the  selling
stockholders will sell all or any of the shares.

     The following table shows, as of December 1, 1999:

     *    the number of shares of our Class A common stock beneficially owned by
          each of the named selling  stockholders (based on the best information
          available to the Company),  and
     *    the  number of shares  which may be sold by each of the named  selling
          stockholders under this prospectus.

     Other than A Douglas  Gilbert and C.  William  Curtis,  Jr., who are Senior
Executive  Vice  Presidents of the Company,  no named selling  stockholder is an
affiliate of Seacoast, although each is or was an employee of ours. Each selling
stockholder will beneficially own less than one percent of our outstanding Class
A common stock after the offering.

                                   Shares     Shares Which May Be
                               Beneficially     Sold Under This
          Selling Stockholder     Owned           Prospectus

          Mike Bolinger                 *           3,035
          C. William Curtis, Jr.   39,238           5,174
          Carolyn Elkins                *           2,411
          Randall Ezell                 *          12,140
          A. Douglas Gilbert       43,319             312
          Michele Glorie                *           1,214
          Vada Hendricks                *           2,428
          Leonard Hoag             12,999           2,631
          Steve Krumfolz                *           2,428
          Jeff Morton                   *           3,035
          Andrew Richman            8,200           4,529
          J. Hal Roberts                *          24,280
          Jean Strickland          21,582           1,111

          * Unknown

In addition,  certain unnamed non-affiliates,  each of whom may sell up to 1,000
shares, may use this prospectus for reoffers and resales.

                    PLAN OF DISTRIBUTION

     We have  registered  the  shares of Class A common  stock  covered  by this
prospectus  for offer and sale  from time to time by the  selling  stockholders,
including their donees,  pledgees,  transferees or other  successors-in-interest
who  sell  shares  received  from  a  selling  stockholder  as a  gift,  pledge,
partnership  distribution or other non-sale  related  transfer after the date of
this prospectus. The selling stockholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale.

     The  selling  stockholders  may  sell  the  shares  being  offered  by this
prospectus in one or more of the following ways:

     *    on the Nasdaq National Market or other national securities exchange on
          which  our  Class  A  common  stock  is  then  listed;
     *    in negotiated transactions;
     *    through put or call option transactions related to the shares;
     *    through  short sales of the shares; or
     *    by a combination of these methods of sale.

     The selling stockholders may sell the shares at market prices prevailing at
the time of sale, at prices related to the then-prevailing  market prices, or at
negotiated prices.

     The selling  stockholders may sell the shares directly to purchasers or may
sell  the  shares  to or  through  brokers  or  dealers  by one or  more  of the
following:

     *    ordinary  brokerage  transactions and transactions in which the broker
          solicits purchasers;
     *    purchases by a broker or dealer as principal  and resale by the broker
          or dealer for its account under this prospectus;
     *    a block trade in which the broker or dealer  will  attempt to sell the
          shares as agent but may  position and resell a portion of the block as
          principal to facilitate the transaction;
     *    an exchange  distribution in accordance with the rules of the exchange
          or automated  interdealer quotation system on which our Class A common
          stock is then listed; and
     *    through the writing of options on the shares.

If required  by law at the time a  particular  offer of shares is made,  we will
state the terms and  conditions of the sale  transaction in a supplement to this
prospectus.

     Any brokers or dealers  acting in  connection  with offers and sales of the
shares  may  receive  compensation  in the  form of  discounts,  concessions  or
commissions  from the selling  stockholders or the purchasers of shares for whom
such brokers or dealers may act as agents or to whom they may sell as principal,
or both. Any compensation as to a particular broker or dealer might be in excess
of customary commissions.

     The selling  stockholders and any brokers or dealers that act in connection
with the sale of shares might be deemed to be "underwriters"  within the meaning
of Section 2(11) of the Securities Act. Any  commissions  received by brokers or
dealers and any profit on the resale of the shares sold by them while  acting as
principals might be deemed to be underwriting discounts or commissions under the
Securities Act.

     The selling  stockholders  have  advised us that they have not entered into
any  agreements,  understandings  or  arrangements  with any  brokers or dealers
regarding  the  sale of  their  shares  and  that  there  is no  underwriter  or
coordinating broker acting in connection with the proposed sale of shares by the
selling stockholders.

     We will bear all expenses in connection with the registration of the shares
being offered by the selling stockholders. The selling stockholders will pay all
brokerage  commissions and similar  selling  expenses,  if any,  attributable to
sales of the shares. The selling  stockholders may agree to indemnify any broker
or dealer  that  participates  in  transactions  involving  sales of the  shares
against certain liabilities,  including liabilities arising under the Securities
Act.

     Selling  stockholders  also may sell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act, provided
they meet the criteria and conform to the requirements of Rule 144.

                        LEGAL MATTERS

     Alston & Bird LLP, Atlanta,  Georgia,  has opined as to the validity of the
shares of Class A common stock being offered by the selling stockholders.

                           EXPERTS

     The consolidated  financial  statements of Seacoast Banking  Corporation of
Florida at  December  31,  1998 and 1997 and for each of the three  years in the
period ended December 31, 1998 incorporated by reference in this prospectus have
been audited by Arthur Andersen LLP, independent auditors, as set forth in their
report thereon.  The  consolidated  financial  statements  referred to above are
included in reliance upon such reports given upon the authority of such firms as
experts in accounting and auditing.

             WHERE YOU CAN FIND MORE INFORMATION

    We file reports,  proxy  statements and other  information with the SEC. You
can obtain copies of those reports, proxy statements and other information:

     *    at the Public  Reference Room of the SEC, Room 1024,  Judiciary Plaza,
          450 Fifth Street, N.W., Washington, D.C. 20549;
     *    from the Internet site that the SEC  maintains at  http://www.sec.gov,
          which contains  reports,  proxy and  information  statements and other
          information  regarding issuers that file  electronically with the SEC;
          and
     *    at the offices of The Nasdaq Stock Market, Inc., Reports Section, 1735
          K Street, N.W., Washington, D.C. 20006.

     You may obtain  information on the operation of the SEC's Public  Reference
Room by calling the SEC at 1-800-SEC-0330.

     This prospectus is part of a registration  statement that we filed with the
SEC. The registration  statement  contains more information than this prospectus
regarding us and our Class A common stock,  including certain exhibits.  You can
get a copy of the registration statement from the locations listed above.

     The SEC allows us to "incorporate by reference" additional information into
this  prospectus.   This  means  that  we  can  disclose  additional   important
information  about us to you by referring  you to another  document that we have
filed  separately with the SEC. The information that we incorporate by reference
is  considered  to be a part of this  prospectus,  except  for any  incorporated
information  that  is  superceded  by  information  contained  directly  in this
prospectus.  We incorporate by reference the documents  listed below, as well as
any future  documents we file with the SEC under Sections  13(a),  13(c),  14 or
15(d) of the  Securities  Exchange Act of 1934 prior to the  termination  of the
offering of our Class A common stock under this prospectus:

     *    our annual report on Form 10-K for the fiscal year ended  December 31,
          1998,  including  those  portions of our proxy  statement for the 1999
          annual  meeting  of  stockholders  incorporated  in the  Form  10-K by
          reference;
     *    our quarterly  report on Form 10-Q for the quarter ended September 30,
          1999;
     *    All other  reports  filed by us pursuant to Section  13(a) or 15(d) of
          the Exchange Act since December 31, 1998; and
     *    the  descriptions  of our  Class  A  common  stock  set  forth  in our
          registration  statement  filed  under to Section 12 of the  Securities
          Exchange  Act,  and any  amendment  or report filed for the purpose of
          updating these descriptions.

     Upon request,  we will provide you, at no cost, a copy of any or all of the
documents that we incorporate by reference in this  prospectus.  Written or oral
requests should be directed to:

                     Corporate Secretary
           Seacoast Banking Corporation of Florida
                     815 Colorado Avenue
                    Stuart, Florida 34995
                       (561) 287-4000

     You  should  rely only on the  information  contained  or  incorporated  by
reference in this prospectus or any related  supplement.  We have not authorized
anyone else to provide  you with  different  information.  You should not assume
that the information  contained in this prospectus or any supplement is accurate
as of any date other than the date on the cover page of those documents.
================================================================================

     Table of Contents                        300,000 Shares
                               Page

Seacoast Banking Corporation
  of Florida.................... 2
Special Cautionary Notice
  Regarding Forward-                         SEACOAST BANKING
  Looking Statements............ 2        CORPORATION OF FLORIDA
Selling Stockholders............ 2
Plan of Distribution............ 3
Legal Matters................... 5
Experts......................... 5         Class A Common Stock
Where You Can Find More
  Information................... 5

                                                Prospectus

                                              December 1, 1999

================================================================================
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following  documents filed by Seacoast  Banking  Corporation of Florida
(the   "Registrant")   with  the   Securities  and  Exchange   Commission   (the
"Commission")  pursuant to the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"),  are  incorporated  herein by reference and deemed to be a part
hereof from the date of the filing of such documents:

     (a) The Registrant's Annual Report on Form 10-K for the year ended December
31, 1998;

     (b) All other reports filed by the Registrant  pursuant to Section 13(a) or
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
since December 31, 1998; and

     (c) The  description  of Class A common stock  contained  in the  Company's
Registration Statement filed under Section 12 of the Exchange Act, including all
amendments or reports filed for the purpose of updating such description.

     All  documents  subsequently  filed by the  Registrant  pursuant to Section
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold,  shall
be deemed to be incorporated by reference in this registration  statement and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained in a document  incorporated by reference herein and filed prior to the
filing hereof shall be deemed to be modified or superseded  for purposes of this
registration  statement to the extent that a statement contained herein modifies
or supersedes such statement, and any statement contained herein or in any other
document  incorporated  by  reference  herein  shall be deemed to be modified or
superseded  for  purposes of this  registration  statement  to the extent that a
statement  contained  in any other  subsequently  filed  document  which also is
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities

     Not Applicable.

Item 5. Interests of Named Experts and Counsel

     Not Applicable.

Item 6. Indemnification of Directors and Officers

     The provisions of the Florida Business Corporation Act (the "FBCA") and the
Company's  Bylaws  set forth the  extent to which the  Company's  directors  and
officers maybe indemnified  against  liabilities they may incur while serving in
such  capacities.  The Company's Bylaws provide that a director who performs his
duties under the Bylaws in good faith shall have no liability by reason of being
or having been a director of the corporation.  The Florida Business  Corporation
Act's provisions for indemnification are summarized below.

     Section  607.0850(1)  of the FBCA empowers a  corporation  to indemnify any
person who was or is a party to any  proceeding  (other than an action by, or in
right of, the corporation),  by reason of the fact that he is or was a director,
officer,  employee,  or agent of the  corporation  or is or was  serving  at the
request of the corporation as a director, officer, employee, or agent of another
corporation,  partnership,  joint venture,  trust, or other  enterprise  against
liability  incurred in  connection  with such  proceeding,  including any appeal
thereof,  if he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the  corporation  and, with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe his
conduct was unlawful.  This Subsection  further provides that the termination of
proceeding by judgment,  order, settlement, or conviction or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he reasonably believed to
be in, or not opposed to, the best interests of the corporation or, with respect
to any criminal action or proceeding,  had reasonable  cause to believe that his
conduct was unlawful.

     Section 607.0850(2)  empowers a corporation to indemnify any person who was
or is a party to any proceeding by or in the right of the corporation to procure
a  judgment  in its favor by  reason  of the fact that he is or was a  director,
officer,  employee,  or agent of the  corporation  or is or was  serving  at the
request of the corporation as a director, officer, employee, or agent of another
corporation,  partnership,  joint venture,  trust, or other enterprise,  against
expenses and amounts paid in settlement  not  exceeding,  in the judgment of the
board of  directors,  the  estimated  expense of  litigating  the  proceeding to
conclusion,  actually and reasonably  incurred in connection with the defense or
settlement   of  such   proceeding,   including   any   appeal   thereof.   Such
indemnification  shall be authorized if such person acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation,  except that no  indemnification  may be made in respect of any
claim,  issue,  or matter as to which such person shall have been adjudged to be
liable unless,  and only to the extent that, the court in which such  proceeding
was brought, or any other court of competent jurisdiction,  shall determine upon
application  that,  despite the  adjudication  of  liability  but in view of all
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity for such expenses which such court shall deem proper.

     Section 607.0850(3)  provides that to the extent that a director,  officer,
employee,  or agent  of a  corporation  has been  successful  on the  merits  or
otherwise  in  the  defense  of any  proceeding  referred  to in  the  preceding
subparagraphs, or in defense of any claim, issue, or matter therein, he shall be
indemnified  against  expenses  actually  and  reasonably  incurred  by  him  in
connection therewith.

     Section 607.0850(4) provides that any indemnification under subsections (1)
or (2),  unless  pursuant to a  determination  by a court,  shall be made by the
corporation  only as  authorized in a specific  case upon a  determination  that
indemnification of the director,  officer,  employee,  or agent is proper in the
circumstances  because the person has met the applicable  standard of conduct as
set forth in subsections (1) or (2). Such determination shall be made (a) by the
board of directors by a majority  vote of a quorum  consisting  of directors who
are not parties to such  proceeding;  (b) if such a quorum is not obtainable or,
even if obtainable, by majority vote of a committee duly designated by the board
of directors  (in which  directors who are parties may  participate)  consisting
solely  of two or  more  directors  who  are  not at  the  time  parties  to the
proceeding;  (c) by independent legal counsel selected by the board of directors
described in paragraph (a) or the committee  described in paragraph (b), or if a
quorum of the  directors  cannot be obtained for paragraph (a) and the committee
cannot be designated  under  paragraph  (b),  selected by a majority vote of the
full board of directors (in which directors who are parties may participate); or
(d)  by  the  shareholders  by  a  majority  vote  of  a  quorum  consisting  of
shareholders  who are not  parties to such  proceeding  or, if no such quorum is
obtainable,  by a majority  vote of  shareholders  who were not  parties to such
proceeding.

     Section  607.0850(5)  provides  that  evaluation of the  reasonableness  of
expenses and authorization of  indemnification  shall be made in the same manner
as the  determination  that  indemnification  is  permissible.  However,  if the
determination of permissibility  is made by independent  legal counsel,  persons
specified by paragraph  4(c) shall evaluate the  reasonableness  of expenses and
may authorize indemnification.

     Section  607.0850(6)  provides  that  expenses  incurred  by an  officer or
director  in  defending  a  civil  or  criminal  proceeding  may be  paid by the
corporation in advance of the final  disposition of such proceeding upon receipt
of an  undertaking  by or on behalf of such  director  or  officer to repay such
amount if he is ultimately  found not to be entitled to  indemnification  by the
corporation.  Expenses  incurred  by other  employees  and agents may be paid in
advance upon terms or conditions that the board of directors deems appropriate.

     Section  607.0850(7)  provides that the  indemnification and advancement of
expenses  provided  pursuant  to  this  section  are  not  exclusive,   and  the
corporation  is  empowered  to make any  other  or  further  indemnification  or
advancement of expenses of any of its directors, officers, employees, or agents,
under any bylaw, agreement,  vote of shareholders or disinterested directors, or
otherwise,  both as to  action  in his  official  capacity  and as to  action in
another  capacity  while  holding such office,  unless a judgment or other final
adjudication  establishes  that such  person's  actions or omissions to act were
material to the cause of action so adjudicated and constitute (a) a violation of
the criminal law,  unless such person had  reasonable  cause to believe that his
conduct was lawful or had no  reasonable  cause to believe  that his conduct was
unlawful;  (b) a transaction from which such person derived an improper personal
benefit; (c) in the case of a director, a circumstance under which the liability
provisions  of  Section  607.0834  of the FBCA are  applicable;  or (d)  willful
misconduct or a conscious disregard for the best interests of the corporation in
a proceeding by or in the right of the  corporation to procure a judgment in its
favor, or in a proceeding by or in the right of a shareholder.

     Section  607.0850(8)  provides  that  indemnification  and  advancement  of
expenses shall continue,  unless otherwise provided when authorized or ratified,
to a person who has ceased to be a director,  officer,  employee,  or agent, and
shall inure to the benefit of such person's heirs,  executors and administrators
unless otherwise provided when authorized or ratified.

     Section  607.0850(9)  provides that, unless the  corporation's  articles of
incorporation provide otherwise, notwithstanding the failure of a corporation to
provide  indemnification and despite any contrary  determination of the board or
of the  shareholders  of the specific case, a director,  officer,  employee,  or
agent who is or was a party to a  proceeding  may apply for  indemnification  or
advancement of expenses, or both, to the court conducting the proceeding, to the
circuit court, or to another court of competent  jurisdiction.  On receipt of an
application, the court, after giving any notice that it considers necessary, may
order  indemnification and advancement of expenses,  including expenses incurred
in seeking  court-ordered  indemnification  or  advancement  of expenses,  if it
determines  that (a) the director,  officer,  employee,  or agent is entitled to
mandatory  indemnification  under  subsection (3), in which case the court shall
also order the corporation to pay the director  reasonable  expenses incurred in
obtaining  court-ordered  indemnification  or advancement  or expenses;  (b) the
director,  officer,  employee,  or  agent  is  entitled  to  indemnification  or
advancement of expenses,  or both, by virtue of the exercise by the  corporation
of its power pursuant to subsection (7); or (c) the director, officer, employee,
or agent is fairly and reasonably  entitled to indemnification or advancement of
expenses,  or both,  in view of all the relevant  circumstances,  regardless  of
whether  such person meet the standard of conduct set forth in  subsection  (1),
subsection (2), or subsection (7).

     Section 607.0850(12) provides that the corporation is empowered to purchase
and  maintain  insurance  on  behalf  of any  person  who is or was a  director,
officer,  employee,  or agent of the  corporation  or is or was  serving  at the
request of the corporation as a director, officer, employee, or agent of another
corporation,  partnership, joint venture, trust, or other enterprise against any
liability  asserted  against  him or  incurred  by him in any such  capacity  or
arising out of his status as such, whether or not the corporation would have the
power to  indemnify  him against such  liability  under the  provisions  of this
section.

     The  Company  maintains  an  insurance  policy  insuring  the  Company  and
directors and officers of the Company  against  certain  liabilities,  including
liabilities under the Securities Act of 1933.

Item 7. Exemption from Registration Claimed

     The shares of Class A common stock covered by the resale  prospectus  which
is  a  part  of  this  Registration  Statement  were  acquired  by  the  selling
stockholders in  transactions  which were exempt from  registration  pursuant to
Section  4(2) of the  Securities  Act of 1933,  as  amended.  Such  shares  were
acquired solely in connection with offers made to participants in the Plan.

Item 8. Exhibits

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

 Exhibit Number     Description

      5.1       Opinion of Alston & Bird LLP

      23.1      Consent of Alston & Bird LLP (included in Exhibit 5.1)

      23.2      Consent of Arthur Andersen LLP

      24.1      Power of Attorney (included on the signature page contained in
                Part II hereof)

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 of 1933;

              (ii) To  reflect  in the  prospectus  any facts or events  arising
       after the  effective  date of this  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 this Registration Statement;

              (iii) To include any material information with respect to the plan
       of distribution not previously disclosed in this Registration Statement
       or any material change to such information in this Registration
       Statement;

     Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) above do not
apply if the  registration  statement is on Form S-3,  Form S-8 or Form F-3, and
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  Securities  Exchange  Act of 1934 that are
incorporated by reference in this Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration statement relating to the securities being 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 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's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered 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 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.
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  Stuart,  State  of  Florida,  on the  30th  day of
November, 1999.

                       SEACOAST BANKING CORPORATION OF FLORIDA

                           By:  /s/ Dennis S. Hudson, III
                                -------------------------------------
                                Dennis S. Hudson, III
                                President and Chief Executive Officer

                     POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints  Dennis S. Hudson,  III and William R. Hahl, and
each of them,  with the  power to act  without  the  other,  his or her true and
lawful  attorneys-in-fact  and  agents,  with  full  power of  substitution  and
resubstitution,  for him or her, and in his or her 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  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully and to all intents and  purposes as he or she might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  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  on Form S-8 has  been  signed  below  by the  following
persons in the capacities and on the dates indicated.

Name                        Capacity                         Date
----                        --------                         ----

/s/ Dennis S. Hudson, III   President and Chief Executive    December 1, 1999
-------------------------   Officer, Director
Dennis S. Hudson, III       (Principal Executive Officer)

/s/ William R. Hahl         Executive Vice President and
-------------------------   Chief Financial Officer          December 1, 1999
William R. Hahl             (Principal Financial Officer
                            and Chief Accounting Officer)

/s/ Dale M. Hudson          Chairman of the Board            December 1, 1999
-------------------------
Dale M. Hudson

/s/ Jeffrey C. Bruner       Director                         December 1, 1999
-------------------------
Jeffrey C. Bruner

-------------------------   Director
John H. Crane

/s/ Evans Crary, Jr.        Director                         December 1, 1999
------------------------
Evans Crary, Jr.

/s/ Christopher E. Fogal    Director                         December 1, 1999
-------------------------
Christopher E. Fogal

-------------------------   Director
Jeffrey S. Furst

-------------------------   Director
Dennis S. Hudson, Jr.

-------------------------   Director
John R. Santarsiero, Jr.

/s/ Thomas H. Thurlow, Jr.  Director                         December 1, 1999
--------------------------
Thomas H. Thurlow, Jr.
EXHIBIT INDEX
                             TO
             REGISTRATION STATEMENT ON FORM S-8

   Exhibit Number                  Description

         5.1         Opinion of Alston & Bird LLP

        23.1         Consent of Alston & Bird LLP (included in Exhibit 5.1)

        23.2         Consent of Arthur Andersen LLP

        24.1         Power of Attorney (included on the signature page contained
                     in Part II hereof)
Exhibit 5.1 and Exhibit 23.1

                             November 30, 1999

Seacoast Banking Corporation of Florida
815 Colorado Avenue
Stuart, Florida  34995

     Re:  Form  S-8  Registration  Statement  Seacoast  Banking  Corporation  of
          Florida 1996 Long-Term Incentive Plan

Ladies and Gentlemen:

     We have acted as counsel for Seacoast  Banking  Corporation  of Florida,  a
Florida  corporation  (the  "Corporation"),  in connection  with the  referenced
Registration Statement on Form S-8 (the "Registration Statement") being filed by
the Corporation with the Securities and Exchange  Commission (the  "Commission")
under the Securities Act of 1933, as amended, and covering 300,000 shares of the
Corporation's  Class A Common Stock,  $0.10 par value ("Class A Common  Stock"),
that may be issued pursuant to the Seacoast Banking  Corporation of Florida 1996
Long-Term Incentive Plan (the "Plan").

     In the capacity described above, we have considered such matters of law and
of fact,  including  the  examination  of  originals  or  copies,  certified  or
otherwise  identified to our satisfaction,  of such records and documents of the
Corporation,  certificates  of public  officials and such other  documents as we
have deemed appropriate as a basis for the opinions hereinafter set forth.

     Based upon the  foregoing,  it is our opinion  that the  300,000  shares of
Class A Common  Stock  covered by the  Registration  Statement  and to be issued
pursuant to the Plan, when issued in accordance with the terms and conditions of
the Plan, will be legally and validly issued, fully paid and nonassessable.

     This Opinion Letter is provided to you for your benefit and for the benefit
of the  Commission,  in  each  case,  solely  with  regard  to the  Registration
Statement,  may be relied upon by you and the Commission only in connection with
the  Registration  Statement,  and may not be relied upon by any other person or
for any other purpose without our prior written consent.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement  and  further  consent  to the use of our name  wherever
appearing in the Registration Statement.

                           Sincerely,

                           ALSTON & BIRD LLP

                           By: /s/ Ralph F. MacDonald, III
                               ---------------------------
                                  A Partner
Exhibit 23.2

     CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

As  independent   certified  public  accountants,   we  hereby  consent  to  the
incorporation  by  reference  in this  Form S-8  Registration  Statement  of our
reports  dated January 14, 1999,  included in Seacoast  Banking  Corporation  of
Florida's  Form 10-K for the year ended December 31, 1998, and to all references
to our Firm included in this Form S-8 Registration Statement.

ARTHUR ANDERSEN LLP

/s/ Arthur Andersen LLP

Fort Lauderdale, Florida,
    November 29, 1999.

                        -2-