As filed with the Securities and Exchange Commission October 17, 2000.
                              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 2000 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 service)          Atlanta, Georgia 30309-3424
                                                           (404) 881-7970


                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------
 Title of Securities   Amount to   Proposed Maximum   Proposed
  to be Registered         be      Offering Price     Maximum      Amount of
                       Registered   Per Unit (1)     Aggregate    Registration
                                                     Offering        Fee
                                                      Price (1)
-----------------------------------------------------------------------------
Class A Common        400,000 (2)     $24.375       $9,750,000    $2,574.00
Stock, $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 the  Registrant's
     Class A common  stock  reported  on the Nasdaq  National  Market  System on
     November 10, 2000.

(2)  Amount to be registered  includes 400,000 shares which may be granted under
     the Seacoast Banking  Corporation of Florida 2000 Long-Term Incentive Plan,
     plus such  additional  shares  as may be issued by reason of stock  splits,
     stock dividends or similar transactions.

<PAGE>
PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      (a) The documents  constituting Part I of this Registration Statement will
be sent or given to  participants  in the Plan as  specified  by Rule  428(b)(1)
under the Securities Act of 1933, as amended.

      (b) Upon written or oral request,  the  Registrant  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 the
Section 10(a) prospectus. The Registrant 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.

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, 1999;

      (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, 1999; and

      (c) The description of Class A common stock contained in the  Registrant'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.


<PAGE>
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.

<PAGE>
      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.
<PAGE>

      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 meets 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

      Not Applicable.
<PAGE>

Item 8.  Exhibits

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

    Exhibit Number    Description

         4.1          Amended   and   Restated    Articles   of   Incorporation
                      (incorporated   herein  by  reference  from  registrant's
                      Current Report on Form 8-K, File No. 0-13660,  dated June
                      6, 1997)

         4.2          Amended   and   Restated   By-laws  of  the   Corporation
                      (incorporated  herein by  reference  from  Exhibit 3.2 of
                      Registrant's   Current  Report  on  Form  8-K,  File  No.
                      0-13660, dated June 6, 1997)

         4.3          Specimen  Class A Common Stock  Certificate  (incorporated
                      herein by reference  from Exhibit 4.1 of the  Registrant's
                      Registration Statement on Form S-1, File No. 2-88829)

         4.4          Specimen  Class B Common Stock  Certificate  (incorporated
                      herein  by  reference  from  Exhibit  4.2 of  Registrant's
                      Registration Statement on Form S-1, File No. 2-88829)

         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)

         99.1         Seacoast  Banking  Corporation  of Florida 2000 Long-Term
                      Incentive Plan

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;
<PAGE>

                  (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 17th day of October,
2000.


                              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          October 17, 2000
--------------------------         Executive Officer,
Dennis S. Hudson, III              Director
                                   (Principal Executive
                                   Officer)


/s/ William R. Hahl                Executive Vice President     October 17, 2000
--------------------------         and Chief Financial Officer
William R. Hahl                    (Principal Financial
                                   Officer and
                                   Chief Accounting Officer)

<PAGE>

/s/ Dale M. Hudson                 Chairman of the Board        October 17, 2000
--------------------------
Dale M. Hudson


/s/ Jeffrey C. Bruner              Director                     October 17, 2000
--------------------------
Jeffrey C. Bruner


/s/ John H. Crane                  Director                     October 17, 2000
--------------------------
John H. Crane


                                   Director
--------------------------
Evans Crary, Jr.


/s/ Christopher E. Fogal           Director                     October 17, 2000
--------------------------
Christopher E. Fogal


/s/ Jeffrey S. Furst               Director                     October 17, 2000
--------------------------
Jeffrey S. Furst


/s/ Dennis S. Hudson, Jr.          Director                     October 17, 2000
--------------------------
Dennis S. Hudson, Jr.


/s/ John R. Santarsiero, Jr.       Director                     October 17, 2000
----------------------------
John R. Santarsiero, Jr.


/s/ Thomas H. Thurlow, Jr.         Director                     October 17, 2000
---------------------------
Thomas H. Thurlow, Jr.


<PAGE>
                                  EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8


      Exhibit Number                           Description


            4.1            Amended and Restated Articles of Incorporation
                           (incorporated herein by reference from registrant's
                           Current Report on Form 8-K, File No. 0-13660, dated
                           June 6, 1997)

            4.2            Amended and Restated By-laws of the Corporation
                           (incorporated herein by reference from Exhibit 3.2
                           of Registrant's Current Report on Form 8-K, File
                           No. 0-13660, dated June 6, 1997)

            4.3            Specimen    Class   A   Common   Stock    Certificate
                           (incorporated herein by reference from Exhibit 4.1 of
                           the Registrant's Registration Statement on Form
                           S-1, File No. 2-88829)

            4.4            Specimen Class B Common Stock Certificate
                           (incorporated herein by reference from Exhibit 4.2
                           of Registrant's Registration Statement on Form S-1,
                           File No. 2-88829)

            5.1            Opinion of Alston & Bird LLP


           23.1            Consent of Alston & Bird LLP (included in Exhibit



           23.2            Consent of Arthur Andersen LLP


           24.1            Power of Attorney (included on the signature page



           99.1            Seacoast Banking Corporation of Florida 2000
                           Long-Term Incentive Plan


<PAGE>
Exhibit 5.1 and Exhibit 23.1

                                 ALSTON&BIRD LLP
                               One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3424

                                  404-881-7000
                                Fax: 404-881-4777
                                 www.alston.com



                                October 13, 2000


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

      Re: Form S-8 Registration Statement --
          Seacoast Banking Corporation of Florida 2000 Long-Term Incentive Plan

Ladies and Gentlemen:

      We have acted as counsel to Seacoast  Banking  Corporation  of Florida,  a
Florida  corporation (the  "Corporation"),  in connection with the filing of the
above-referenced   Registration   Statement  on  Form  S-8  (the   "Registration
Statement")  with the Securities and Exchange  Commission (the  "Commission") to
register under the Securities  Act of 1933, as amended (the  "Securities  Act"),
400,000 shares of the  Corporation's  Class A Common Stock,  $0.10 par value per
share  ("Class A Common  Stock"),  that may be issued  pursuant to the  Seacoast
Banking Corporation of Florida 2000 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 on the foregoing, it is our opinion that the 400,000 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  consent  to the  filing of this  opinion  letter as an  exhibit to the
Registration  Statement  and 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 report
dated  January  14,  2000,   incorporated  by  reference  in  Seacoast   Banking
Corporation  of Florida's Form 10-K for the year ended December 31, 1999, and to
all references to our Firm included in this Form S-8 Registration Statement.


ARTHUR ANDERSEN LLP

/s/ Arthur Andersen LLP

West Palm Beach, Florida,
November 9, 2000.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "S-8 SBCFA 2000 LONG TERM INVENTIVE PLAN", "secsgml_size_bytes": 32192}]
{"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": "333-49972", "film-number": "769865"}, "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 October 17, 2000.
                              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 2000 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 service)          Atlanta, Georgia 30309-3424
                                                           (404) 881-7970

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------
 Title of Securities   Amount to   Proposed Maximum   Proposed
  to be Registered         be      Offering Price     Maximum      Amount of
                       Registered   Per Unit (1)     Aggregate    Registration
                                                     Offering        Fee
                                                      Price (1)
-----------------------------------------------------------------------------
Class A Common        400,000 (2)     $24.375       $9,750,000    $2,574.00
Stock, $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 the  Registrant's
     Class A common  stock  reported  on the Nasdaq  National  Market  System on
     November 10, 2000.

(2)  Amount to be registered  includes 400,000 shares which may be granted under
     the Seacoast Banking  Corporation of Florida 2000 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

      (a) The documents  constituting Part I of this Registration Statement will
be sent or given to  participants  in the Plan as  specified  by Rule  428(b)(1)
under the Securities Act of 1933, as amended.

      (b) Upon written or oral request,  the  Registrant  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 the
Section 10(a) prospectus. The Registrant 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.

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, 1999;

      (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, 1999; and

      (c) The description of Class A common stock contained in the  Registrant'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 meets 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

      Not Applicable.
Item 8.  Exhibits

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

    Exhibit Number    Description

         4.1          Amended   and   Restated    Articles   of   Incorporation
                      (incorporated   herein  by  reference  from  registrant's
                      Current Report on Form 8-K, File No. 0-13660,  dated June
                      6, 1997)

         4.2          Amended   and   Restated   By-laws  of  the   Corporation
                      (incorporated  herein by  reference  from  Exhibit 3.2 of
                      Registrant's   Current  Report  on  Form  8-K,  File  No.
                      0-13660, dated June 6, 1997)

         4.3          Specimen  Class A Common Stock  Certificate  (incorporated
                      herein by reference  from Exhibit 4.1 of the  Registrant's
                      Registration Statement on Form S-1, File No. 2-88829)

         4.4          Specimen  Class B Common Stock  Certificate  (incorporated
                      herein  by  reference  from  Exhibit  4.2 of  Registrant's
                      Registration Statement on Form S-1, File No. 2-88829)

         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)

         99.1         Seacoast  Banking  Corporation  of Florida 2000 Long-Term
                      Incentive Plan

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 17th day of October,
2000.

                              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          October 17, 2000
--------------------------         Executive Officer,
Dennis S. Hudson, III              Director
                                   (Principal Executive
                                   Officer)

/s/ William R. Hahl                Executive Vice President     October 17, 2000
--------------------------         and Chief Financial Officer
William R. Hahl                    (Principal Financial
                                   Officer and
                                   Chief Accounting Officer)
/s/ Dale M. Hudson                 Chairman of the Board        October 17, 2000
--------------------------
Dale M. Hudson

/s/ Jeffrey C. Bruner              Director                     October 17, 2000
--------------------------
Jeffrey C. Bruner

/s/ John H. Crane                  Director                     October 17, 2000
--------------------------
John H. Crane

                                   Director
--------------------------
Evans Crary, Jr.

/s/ Christopher E. Fogal           Director                     October 17, 2000
--------------------------
Christopher E. Fogal

/s/ Jeffrey S. Furst               Director                     October 17, 2000
--------------------------
Jeffrey S. Furst

/s/ Dennis S. Hudson, Jr.          Director                     October 17, 2000
--------------------------
Dennis S. Hudson, Jr.

/s/ John R. Santarsiero, Jr.       Director                     October 17, 2000
----------------------------
John R. Santarsiero, Jr.

/s/ Thomas H. Thurlow, Jr.         Director                     October 17, 2000
---------------------------
Thomas H. Thurlow, Jr.
EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8

      Exhibit Number                           Description

            4.1            Amended and Restated Articles of Incorporation
                           (incorporated herein by reference from registrant's
                           Current Report on Form 8-K, File No. 0-13660, dated
                           June 6, 1997)

            4.2            Amended and Restated By-laws of the Corporation
                           (incorporated herein by reference from Exhibit 3.2
                           of Registrant's Current Report on Form 8-K, File
                           No. 0-13660, dated June 6, 1997)

            4.3            Specimen    Class   A   Common   Stock    Certificate
                           (incorporated herein by reference from Exhibit 4.1 of
                           the Registrant's Registration Statement on Form
                           S-1, File No. 2-88829)

            4.4            Specimen Class B Common Stock Certificate
                           (incorporated herein by reference from Exhibit 4.2
                           of Registrant's Registration Statement on Form S-1,
                           File No. 2-88829)

            5.1            Opinion of Alston & Bird LLP

           23.1            Consent of Alston & Bird LLP (included in Exhibit

           23.2            Consent of Arthur Andersen LLP

           24.1            Power of Attorney (included on the signature page

           99.1            Seacoast Banking Corporation of Florida 2000
                           Long-Term Incentive Plan
Exhibit 5.1 and Exhibit 23.1

                                 ALSTON&BIRD LLP
                               One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3424

                                  404-881-7000
                                Fax: 404-881-4777
                                 www.alston.com

                                October 13, 2000

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

      Re: Form S-8 Registration Statement --
          Seacoast Banking Corporation of Florida 2000 Long-Term Incentive Plan

Ladies and Gentlemen:

      We have acted as counsel to Seacoast  Banking  Corporation  of Florida,  a
Florida  corporation (the  "Corporation"),  in connection with the filing of the
above-referenced   Registration   Statement  on  Form  S-8  (the   "Registration
Statement")  with the Securities and Exchange  Commission (the  "Commission") to
register under the Securities  Act of 1933, as amended (the  "Securities  Act"),
400,000 shares of the  Corporation's  Class A Common Stock,  $0.10 par value per
share  ("Class A Common  Stock"),  that may be issued  pursuant to the  Seacoast
Banking Corporation of Florida 2000 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 on the foregoing, it is our opinion that the 400,000 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  consent  to the  filing of this  opinion  letter as an  exhibit to the
Registration  Statement  and 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 report
dated  January  14,  2000,   incorporated  by  reference  in  Seacoast   Banking
Corporation  of Florida's Form 10-K for the year ended December 31, 1999, and to
all references to our Firm included in this Form S-8 Registration Statement.

ARTHUR ANDERSEN LLP

/s/ Arthur Andersen LLP

West Palm Beach, Florida,
November 9, 2000.