As filed with the Securities and Exchange Commission on August 8, 1997
                        Registration No. 333-
                                   __________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                     REPUBLIC SECURITY FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

         FLORIDA                             59-2335075
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)



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



     REPUBLIC SECURITY FINANCIAL CORPORATION 1997 PERFORMANCE INCENTIVE PLAN
                            (Full title of the plan)


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



                                   COPIES TO:

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


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

                         Calculation of Registration Fee
================================================================================
                                           Proposed      Proposed
   Title of each                            maximum       maximum 
     class of                  Amount      offering      aggregate     Amount of
    securities                 to be       price per     offering   registration
   to be registered         registered (1)  unit (2)       price          fee
================================================================================
Common Stock, par value       2,000,000     $8.406      $16,812,000     $3,362
    $.01 per share
================================================================================

(1)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  registration  statement  also covers an  indeterminate  amount of
         interests to be offered or sold  pursuant to the employee  benefit plan
         described herein.

(2)      Calculated solely for the purpose of this offering under Rule 457(c) of
         the  Securities Act of 1933 on the basis of the average of the high and
         low  selling  prices  per share of Common  Stock of  Republic  Security
         Financial  Corporation  on August 4, 1997,  as  reported  by the NASDAQ
         National Market.

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<PAGE>



         This Registration Statement on Form S-8 (the "Registration  Statement")
filed by Republic Security Financial  Corporation (the "Registrant")  relates to
2,000,000  shares (the "Shares") of the Company's  Common Stock, par value $0.01
per share (the  "Common  Stock"),  issuable  pursuant to the  Republic  Security
Financial Corporation 1997 Performance Incentive Plan (the "Plan").


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

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

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


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents, as filed by the Registrant with the Securities
and Exchange  Commission (the  "Commission"),  are  incorporated by reference in
this Registration Statement:

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

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

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

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

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

     (f) The  description of the Common Stock of the Registrant set forth in the
"Description of Securities"  included in the Registration  Statement on Form S-1
(No.  33-62847) filed with the Commission and declared  effective on November 6,
1995.

         All reports and other  documents  filed by the  Registrant and the Plan
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, after the date of this  registration  statement and prior to the filing
of a post-effective  amendment that indicates that all securities offered hereby
have been sold or that deregisters all securities then remaining  unsold,  shall
be deemed to be incorporated by reference  herein and to be part hereof from the
date of filing of such documents.

     Any  statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or

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                                        1

<PAGE>



superseded for purposes hereof to the extent that a statement  contained  herein
(or in any  other  subsequently  filed  document  that is also  incorporated  by
reference  herein) modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

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

Item 6.  Indemnification of Directors and Officers.

         Section  607.0850 of the Florida  Business  Corporation  Act empowers a
corporation,  subject to certain limitations, to indemnify any person who was or
is a party to any proceeding by reason of the fact that he was or is a director,
officer,  employee or agent of the corporation,  against  liability and expenses
actually and  reasonably  incurred by him in  connection  with such  proceeding,
including any appeal thereof,  if such party acted in good faith and in a manner
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
corporation,  and,  with  respect to a  criminal  action or  proceeding,  had no
reasonable cause to believe his or her conduct to have been unlawful.

         The Registrant's bylaws (the "Bylaws") provide as follows:

                                   ARTICLE VII
                     Indemnification of Directors, Officers,
                              Employees and Agents

                  Section 7.01. Directors,  Officers,  Employees and Agents. The
         corporation  shall  indemnify  any  person  who was or is a party or is
         threatened  to be made a party  (which  shall  include  the  giving  of
         testimony  or  similar  involvement)  to  any  threatened,  pending  or
         completed  action,  suit  or  proceeding,   whether  civil,   criminal,
         administrative  or  investigative  (other  than an action by, or in the
         right of the  corporation)  by  reason of the fact that he or she is or
         was a director, officer, employee or agent of the corporation, or is or
         was serving at the request of the  corporation as a director,  officer,
         employee or agent of any other corporation, partnership, joint venture,
         trust or other enterprise against expenses (including attorneys' fees),
         judgments,   fines,  and  amounts  paid  in  settlement   actually  and
         reasonably  incurred by him or her in connection with such action, suit
         or proceeding, including any appeal thereof, if he or she acted in good
         faith  in a  manner  he or she  reasonably  believed  to be in,  or not
         opposed to the best interests of the  corporation,  and with respect to
         any criminal action or proceedings,  had no reasonable cause to believe
         that his or her conduct was unlawful.  The  termination  of any action,
         suit or proceeding by judgment, order, settlement, conviction or upon a
         plea of nolo contendere or its equivalent shall not create,  of itself,
         a presumption  that the person did not act in good faith or in a manner
         which he or she  reasonably  believed  to be in, or not opposed to, the
         best  interest  of the  corporation  or, with  respect to any  criminal
         action or proceeding,  had reasonable  cause to believe that his or her
         conduct was unlawful.


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<PAGE>
                  The  corporation  shall  indemnify  any person who was or is a
         party,  or is  threatened  to be made a party (which shall  include the
         giving of testimony or similar involvement), to any threatened, pending
         or completed  action or suit by or in the right of the  corporation  to
         procure a judgment in its favor by reason of the fact that he or she is
         or was a director,  officer, employee or agent of the corporation or is
         or  was  serving  at the  request  of the  corporation  as a  director,
         officer, employee or agent of another corporation,  partnership,  joint
         venture,   trust  or  other  enterprise  against  expenses   (including
         attorneys' fees),  judgments,  fines and amounts paid in settlement (to
         the  extent  permitted  by law),  including  any appeal  thereof.  Such
         indemnification  shall be authorized if such person acted in good faith
         and in a manner he or she reasonably  believed to be in, or not opposed
         to,  the  best   interests   of  the   corporation,   except   that  no
         indemnification  shall be made in respect of any claim, issue or matter
         as to which such person shall have been  adjudged to be liable  unless,
         and only to the extent  that,  the court in which such  proceeding  was
         brought, or any other court of competent jurisdiction,  shall determine
         upon  application  that,  despite the  adjudication of liability but in
         view of all  circumstances  of the case,  such  person  is  fairly  and
         reasonably  entitled to indemnity  for such  expenses  which such court
         shall deem proper.

                  Section  7.02.  Expenses.  To  the  extent  that  a  director,
         officer,  employee or agent of the  corporation  has been successful on
         the merits or  otherwise in defense of any action,  suit or  proceeding
         referred  to above,  or in any  defense of any  claim,  issue or matter
         therein,  the corporation  shall indemnify such person against expenses
         (including  attorneys' fees) actually and reasonably incurred by him or
         her in connection therewith.

                  Section  7.03.  Determination  of  Standard  of  Conduct.  Any
         indemnification  hereunder,  unless  pursuant to a  determination  by a
         court,   shall  be  made  by  the  corporation  as  authorized  upon  a
         determination that indemnification of the director,  officer,  employee
         or agent is proper in the circumstances because such person has met the
         applicable  standard of conduct  set forth  above.  Such  determination
         shall be made either (1) by the board of directors  by a majority  vote
         of a quorum  consisting  of  directors  who were  not  parties  to such
         proceeding,  (2) by majority vote of a committee duly designated by the
         board of directors  consisting of two or more directors not at the time
         parties  to the  proceeding,  (3) by the  share  holders  who  were not
         parties to such  action,  suit or  proceedings,  or (4) by  independent
         legal counsel selected in accordance with the provisions of the Florida
         Business Corporation Act in a written opinion.

                  Section 7.04. Advance Expenses.  Expenses including attorney's
         fees incurred in defending any action,  suit or proceeding  may be paid
         by the corporation in advance of the final  disposition of such action,
         suit or proceeding as authorized in the manner  provided  above or upon
         receipt of any  undertaking  by or on behalf of the director,  officer,
         employee or agent to repay such amount,  unless it shall  ultimately be
         determined  that he or she is not  entitled  to be  indemnified  by the
         corporation as authorized herein.

                  Section 7.05. Benefit.  The  indemnification  provided by this
         Article VII shall be in addition to the indemnification rights provided
         pursuant  to the  Florida  Business  Corporation  Act and  shall not be
         deemed   exclusive  of  any  other  rights  to  which  person   seeking
         indemnification  may be entitled under any by law,  agreement,  vote of
         shareholders or disinterested directors or otherwise, both as to action
         in such person's official capacity and as to action in another capacity
         while  holding such office,  and shall  continue as to a person who has
         ceased to be a director,  officer, employee or agent of the corporation
         and  shall   inure  to  the  benefit  of  the  heirs,   executors   and
         administrators of such a person.

                  Section 7.06. Insurance. The corporation shall be empowered to
         purchase and maintain insurance on behalf of any person who is or was a
         director,  officer,  employee or agent of the  corporation or is or was
         serving  at the  request of the  corporation  as a  director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or other  enterprise  against  liability  asserted  against  such
         person and  incurred by him or her in any such  capacity or arising out
         of his or her status as such, whether or not the corporation would have
         the power to indemnify  such person  against such  liability  under the
         provisions contained herein.

                                        3

<PAGE>



                  Section 7.07. No Rights of Subrogation. Indemnification herein
         shall be a personal right and, the corporation  shall have no liability
         under  this  Article  VII to any  insurer or any  person,  corporation,
         partnership,  association, trust or other entity (other than the heirs,
         executors or  administrators of such per son) by reason of subrogation,
         assignment  or succession by any other means to the claim of any person
         to indemnification hereunder.

                  Section   7.08.    Indemnification    for   Past    Directors.
         Indemnification  as provided  in this  section  shall  continue as to a
         person who has ceased to be a director,  officer, employee or agent and
         shall inure to the benefit of the heirs,  executors and  administrators
         of such a person.

                  Section  7.09.  Affiliates.  For the  purposes of this Article
         VII,   references  to  "the   corporation"   include  all   constituent
         corporations  absorbed  in a  consolidation  or merger,  as well as the
         resulting  or surviving  corporation,  so that any person who is or was
         serving at the request of such  constituent  corporation as a director,
         officer, employee or agent of another corporation,  partnership,  joint
         venture,  trust or other  enterprise  shall stand in the same  position
         under the  provisions of this Article VII with respect to the resulting
         or surviving  corporation  as such person would if he or she had served
         the resulting or surviving corporation in the same capacity.

                  Section 7.10.  Reliance and  Non-Exclusivity.  Each person who
         shall act as an authorized  representative  of the corporation shall be
         deemed to be doing so in reliance  upon such rights of  indemnification
         as are provided in this Article VII.

                  Section 7.11. Other  Indemnifications.  The corporation  shall
         have the power to make any other or further indemnification,  except an
         indemnification  against gross negligence or willful misconduct,  under
         any bylaw, agreement,  vote of shareholders or disinterested directors,
         or  otherwise,  both as to action  in an  official  capacity  and as to
         action in another capacity while holding such office.

                  Section 7.12.  Amendments.  The provisions of this Article VII
         relating to  indemnification  and to the  advancement of expenses shall
         constitute a contract between the corporation and each of its directors
         and  officers  which may be modified as to any director or officer only
         with that person's consent or as specifically provided in this section.
         Notwithstanding  any other  provision of these bylaws relating to their
         amendment generally,  any repeal or amendment of this Article VII which
         is adverse to any director or officer  shall apply to such  director or
         officer only on a prospective  basis, and shall not limit the rights of
         a director  or  officer to  indemnification  or to the  advancement  of
         expenses with respect to any action or failure to act  occurring  prior
         to the time of such repeal or amendment.

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

         Pursuant to Florida  law,  the  Registrant  may  purchase  and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the  Registrant,  or is or was serving at the request of the Registrant
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, against any liability asserted against
him and  incurred  by him in any such  capacity,  or  arising  out of his or her
status as such,  whether or not the registrant would have the power to indemnify
him against such  liability  under the  applicable  provisions  of the Bylaws or
applicable  law. The  Registrant  currently  has in place an insurance  contract
covering the liability of directors and officers as permitted under Florida law.




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<PAGE>



Item 7.  Exemption from Registration Claimed.

         Not applicable.


Item 8.  Exhibits.

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


Exhibit     
Number  Exhibit  
------- --------
  5     Opinion of Morgan, Lewis & Bockius LLP regarding legality of securities
        being registered
23.1    Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed as
        Exhibit 5)
23.2    Consent of Ernst & Young LLP
24      Power of Attorney (included in signature page)


Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective   amendment  to  this  registration   statement  to  include  any
prospectus required by Section 10(a)(3) of the Securities Act of 1933;

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  registration  statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration statement; and

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

                  Provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii)
of this  section do not apply if the  information  required  to be included in a
post-effective amendment by those subparagraphs is contained in periodic reports
filed  by  the  Registrant  pursuant  to  Section  13 or  Section  15(d)  of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

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                                        5

<PAGE>



         The undersigned  Registrant  hereby undertakes that, for the purpose of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange Act of 1934 (and each filing of an employee  benefit plan's
annual report pursuant to Section 15(d) of the Securities  Exchange Act of 1934)
that is incorporated by reference in this registration statement shall be deemed
to be a new registration statement relating to the securities offered herein and
the offering of such  securities  at that time shall be deemed to be the initial
bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

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<PAGE>



                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of West Palm Beach,  State of Florida on August 7,
1997.

                             REPUBLIC SECURITY FINANCIAL CORPORATION


                             By: /s/ Rudy E. Schupp
                                 -----------------------
                                 Rudy E. Schupp
                                 Chairman of the Board and
                                 Chief Executive Officer


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.  Each person whose signature appears below
authorizes and appoints Rudy E. Schupp as his  attorney-in-fact to sign and file
on his behalf,  in each capacity  stated below,  any and all  amendments to this
registration statement.
<TABLE>
<CAPTION>
Signature                                              Title                                       Date
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                                    <C>
/s/ Rudy E. Schupp                                     
----------------------------------------------         Chairman of the Board,                 August 7, 1997
Rudy E. Schupp                                         Chief Executive Officer
                                                       and Director (Principal
                                                       Executive Officer)

 /s/ Lennart E. Lindahl, Jr.                           
----------------------------------------------         Vice Chairman of the                   August 7, 1997
Lennart E. Lindahl, Jr.                                Board and Director

                                                       
------------------------------------------------       Chairman of the Board,                 August 7, 1997
Carol R. Owen                                          Broward County, and
                                                       Director

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

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

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

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



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                                        7

<PAGE>



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

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

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

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

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

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

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

/s/ William Wolfson                                    Director                               August 7, 1997
------------------------------------------------
William Wolfson
</TABLE>


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                                        8

<PAGE>



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

                                    1997 PERFORMANCE INCENTIVE PLAN


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

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                                        9

<PAGE>



                                INDEX TO EXHIBITS




Exhibit    Exhibit
Number
-------------------------------------------------------------------
  5        Opinion of Morgan, Lewis & Bockius LLP regarding legality of 
           securities being registered
23.1       Consent of Morgan, Lewis & Bockius LLP (included in its opinion 
           filed as Exhibit 5)
23.2       Consent of Ernst & Young LLP
24         Power of Attorney (included in signature page)



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                                       10

<PAGE>



                                                                      Exhibit 5













August 7, 1997



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

RE:  Republic Security Financial Corporation-Registration Statement on Form S-8

Ladies and Gentlemen:

As your counsel,  we have assisted in the  preparation  of the  above-referenced
Registration  Statement on Form S-8 (the  "Registration  Statement")  for filing
with the  Securities and Exchange  Commission  pursuant to the Securities Act of
1933,  as  amended  (the  "Act"),  and the  rules  and  regulations  promulgated
thereunder.

The  Registration  Statement  relates to 2,000,000  shares of Common Stock,  par
value  $0.01 per share (the  "Common  Stock"),  of Republic  Security  Financial
Corporation  (the  "Company"),  which may be  issued  pursuant  to the  Republic
Security Financial  Corporation 1997 Performance Incentive Plan (the "Plan"). We
have examined the Company's  Articles of Incorporation,  as amended,  Bylaws, as
amended,  minutes and such other documents,  and have made such inquiries of the
Company's officers, as we have deemed appropriate.  In our examination,  we have
assumed  the  genuineness  of all  signatures,  the  authenticity  of all  items
submitted to us as originals,  and the  conformity  with  originals of all items
submitted to us as copies.

Based upon the  foregoing,  it is our opinion that the  Company's  Common Stock,
when issued and  delivered  in  accordance  with the terms of the Plan,  will be
legally issued, fully paid and non-assessable.

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

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

Very truly yours,

/s/  Morgan, Lewis & Bockius LLP

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                                        1

<PAGE>


                                                                   Exhibit 23.2






Consent of Independent Certified Public Accounts

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

                                                         /s/ Ernst & Young LLP

West Palm Beach, Florida
August 7, 1997

F:\DOCS\S-8\S-8-EMP.WPD
                                        1
[{"type": "S-8", "sequence": "1", "description": "RSFC - 1997 PERFORMANCE INCENTIVE PLAN", "secsgml_size_bytes": 34744}]
{"company-data": {"conformed-name": "REPUBLIC SECURITY FINANCIAL CORP", "cik": "0000743136", "assigned-sic": "6035", "irs-number": "592335075", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33213", "film-number": "97654481"}, "business-address": {"street1": "4400 CONGRESS AVENUE", "city": "WEST PALM BEACH", "state": "FL", "zip": "33407", "phone": "5618632554"}, "mail-address": {"street1": "4400 CONGRESS AVE", "city": "WEST PALM BEACH", "state": "FL", "zip": "33407"}, "former-company": {"former-conformed-name": "REPUBLIC SAVINGS FINANCIAL CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on August 8, 1997
                        Registration No. 333-
                                   __________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                     REPUBLIC SECURITY FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

         FLORIDA                             59-2335075
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

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

     REPUBLIC SECURITY FINANCIAL CORPORATION 1997 PERFORMANCE INCENTIVE PLAN
                            (Full title of the plan)

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

                                   COPIES TO:

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

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

                         Calculation of Registration Fee
================================================================================
                                           Proposed      Proposed
   Title of each                            maximum       maximum 
     class of                  Amount      offering      aggregate     Amount of
    securities                 to be       price per     offering   registration
   to be registered         registered (1)  unit (2)       price          fee
================================================================================
Common Stock, par value       2,000,000     $8.406      $16,812,000     $3,362
    $.01 per share
================================================================================

(1)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  registration  statement  also covers an  indeterminate  amount of
         interests to be offered or sold  pursuant to the employee  benefit plan
         described herein.

(2)      Calculated solely for the purpose of this offering under Rule 457(c) of
         the  Securities Act of 1933 on the basis of the average of the high and
         low  selling  prices  per share of Common  Stock of  Republic  Security
         Financial  Corporation  on August 4, 1997,  as  reported  by the NASDAQ
         National Market.

F:\DOCS\S-8\S-8-EMP.WPD
This Registration Statement on Form S-8 (the "Registration  Statement")
filed by Republic Security Financial  Corporation (the "Registrant")  relates to
2,000,000  shares (the "Shares") of the Company's  Common Stock, par value $0.01
per share (the  "Common  Stock"),  issuable  pursuant to the  Republic  Security
Financial Corporation 1997 Performance Incentive Plan (the "Plan").

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

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

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents, as filed by the Registrant with the Securities
and Exchange  Commission (the  "Commission"),  are  incorporated by reference in
this Registration Statement:

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

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

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

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

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

     (f) The  description of the Common Stock of the Registrant set forth in the
"Description of Securities"  included in the Registration  Statement on Form S-1
(No.  33-62847) filed with the Commission and declared  effective on November 6,
1995.

         All reports and other  documents  filed by the  Registrant and the Plan
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, after the date of this  registration  statement and prior to the filing
of a post-effective  amendment that indicates that all securities offered hereby
have been sold or that deregisters all securities then remaining  unsold,  shall
be deemed to be incorporated by reference  herein and to be part hereof from the
date of filing of such documents.

     Any  statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or

F:\DOCS\S-8\S-8-EMP.WPD
                                        1
superseded for purposes hereof to the extent that a statement  contained  herein
(or in any  other  subsequently  filed  document  that is also  incorporated  by
reference  herein) modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

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

Item 6.  Indemnification of Directors and Officers.

         Section  607.0850 of the Florida  Business  Corporation  Act empowers a
corporation,  subject to certain limitations, to indemnify any person who was or
is a party to any proceeding by reason of the fact that he was or is a director,
officer,  employee or agent of the corporation,  against  liability and expenses
actually and  reasonably  incurred by him in  connection  with such  proceeding,
including any appeal thereof,  if such party acted in good faith and in a manner
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
corporation,  and,  with  respect to a  criminal  action or  proceeding,  had no
reasonable cause to believe his or her conduct to have been unlawful.

         The Registrant's bylaws (the "Bylaws") provide as follows:

                                   ARTICLE VII
                     Indemnification of Directors, Officers,
                              Employees and Agents

                  Section 7.01. Directors,  Officers,  Employees and Agents. The
         corporation  shall  indemnify  any  person  who was or is a party or is
         threatened  to be made a party  (which  shall  include  the  giving  of
         testimony  or  similar  involvement)  to  any  threatened,  pending  or
         completed  action,  suit  or  proceeding,   whether  civil,   criminal,
         administrative  or  investigative  (other  than an action by, or in the
         right of the  corporation)  by  reason of the fact that he or she is or
         was a director, officer, employee or agent of the corporation, or is or
         was serving at the request of the  corporation as a director,  officer,
         employee or agent of any other corporation, partnership, joint venture,
         trust or other enterprise against expenses (including attorneys' fees),
         judgments,   fines,  and  amounts  paid  in  settlement   actually  and
         reasonably  incurred by him or her in connection with such action, suit
         or proceeding, including any appeal thereof, if he or she acted in good
         faith  in a  manner  he or she  reasonably  believed  to be in,  or not
         opposed to the best interests of the  corporation,  and with respect to
         any criminal action or proceedings,  had no reasonable cause to believe
         that his or her conduct was unlawful.  The  termination  of any action,
         suit or proceeding by judgment, order, settlement, conviction or upon a
         plea of nolo contendere or its equivalent shall not create,  of itself,
         a presumption  that the person did not act in good faith or in a manner
         which he or she  reasonably  believed  to be in, or not opposed to, the
         best  interest  of the  corporation  or, with  respect to any  criminal
         action or proceeding,  had reasonable  cause to believe that his or her
         conduct was unlawful.

F:\DOCS\S-8\S-8-EMP.WPD
                                        2
The  corporation  shall  indemnify  any person who was or is a
         party,  or is  threatened  to be made a party (which shall  include the
         giving of testimony or similar involvement), to any threatened, pending
         or completed  action or suit by or in the right of the  corporation  to
         procure a judgment in its favor by reason of the fact that he or she is
         or was a director,  officer, employee or agent of the corporation or is
         or  was  serving  at the  request  of the  corporation  as a  director,
         officer, employee or agent of another corporation,  partnership,  joint
         venture,   trust  or  other  enterprise  against  expenses   (including
         attorneys' fees),  judgments,  fines and amounts paid in settlement (to
         the  extent  permitted  by law),  including  any appeal  thereof.  Such
         indemnification  shall be authorized if such person acted in good faith
         and in a manner he or she reasonably  believed to be in, or not opposed
         to,  the  best   interests   of  the   corporation,   except   that  no
         indemnification  shall be made in respect of any claim, issue or matter
         as to which such person shall have been  adjudged to be liable  unless,
         and only to the extent  that,  the court in which such  proceeding  was
         brought, or any other court of competent jurisdiction,  shall determine
         upon  application  that,  despite the  adjudication of liability but in
         view of all  circumstances  of the case,  such  person  is  fairly  and
         reasonably  entitled to indemnity  for such  expenses  which such court
         shall deem proper.

                  Section  7.02.  Expenses.  To  the  extent  that  a  director,
         officer,  employee or agent of the  corporation  has been successful on
         the merits or  otherwise in defense of any action,  suit or  proceeding
         referred  to above,  or in any  defense of any  claim,  issue or matter
         therein,  the corporation  shall indemnify such person against expenses
         (including  attorneys' fees) actually and reasonably incurred by him or
         her in connection therewith.

                  Section  7.03.  Determination  of  Standard  of  Conduct.  Any
         indemnification  hereunder,  unless  pursuant to a  determination  by a
         court,   shall  be  made  by  the  corporation  as  authorized  upon  a
         determination that indemnification of the director,  officer,  employee
         or agent is proper in the circumstances because such person has met the
         applicable  standard of conduct  set forth  above.  Such  determination
         shall be made either (1) by the board of directors  by a majority  vote
         of a quorum  consisting  of  directors  who were  not  parties  to such
         proceeding,  (2) by majority vote of a committee duly designated by the
         board of directors  consisting of two or more directors not at the time
         parties  to the  proceeding,  (3) by the  share  holders  who  were not
         parties to such  action,  suit or  proceedings,  or (4) by  independent
         legal counsel selected in accordance with the provisions of the Florida
         Business Corporation Act in a written opinion.

                  Section 7.04. Advance Expenses.  Expenses including attorney's
         fees incurred in defending any action,  suit or proceeding  may be paid
         by the corporation in advance of the final  disposition of such action,
         suit or proceeding as authorized in the manner  provided  above or upon
         receipt of any  undertaking  by or on behalf of the director,  officer,
         employee or agent to repay such amount,  unless it shall  ultimately be
         determined  that he or she is not  entitled  to be  indemnified  by the
         corporation as authorized herein.

                  Section 7.05. Benefit.  The  indemnification  provided by this
         Article VII shall be in addition to the indemnification rights provided
         pursuant  to the  Florida  Business  Corporation  Act and  shall not be
         deemed   exclusive  of  any  other  rights  to  which  person   seeking
         indemnification  may be entitled under any by law,  agreement,  vote of
         shareholders or disinterested directors or otherwise, both as to action
         in such person's official capacity and as to action in another capacity
         while  holding such office,  and shall  continue as to a person who has
         ceased to be a director,  officer, employee or agent of the corporation
         and  shall   inure  to  the  benefit  of  the  heirs,   executors   and
         administrators of such a person.

                  Section 7.06. Insurance. The corporation shall be empowered to
         purchase and maintain insurance on behalf of any person who is or was a
         director,  officer,  employee or agent of the  corporation or is or was
         serving  at the  request of the  corporation  as a  director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or other  enterprise  against  liability  asserted  against  such
         person and  incurred by him or her in any such  capacity or arising out
         of his or her status as such, whether or not the corporation would have
         the power to indemnify  such person  against such  liability  under the
         provisions contained herein.

                                        3
Section 7.07. No Rights of Subrogation. Indemnification herein
         shall be a personal right and, the corporation  shall have no liability
         under  this  Article  VII to any  insurer or any  person,  corporation,
         partnership,  association, trust or other entity (other than the heirs,
         executors or  administrators of such per son) by reason of subrogation,
         assignment  or succession by any other means to the claim of any person
         to indemnification hereunder.

                  Section   7.08.    Indemnification    for   Past    Directors.
         Indemnification  as provided  in this  section  shall  continue as to a
         person who has ceased to be a director,  officer, employee or agent and
         shall inure to the benefit of the heirs,  executors and  administrators
         of such a person.

                  Section  7.09.  Affiliates.  For the  purposes of this Article
         VII,   references  to  "the   corporation"   include  all   constituent
         corporations  absorbed  in a  consolidation  or merger,  as well as the
         resulting  or surviving  corporation,  so that any person who is or was
         serving at the request of such  constituent  corporation as a director,
         officer, employee or agent of another corporation,  partnership,  joint
         venture,  trust or other  enterprise  shall stand in the same  position
         under the  provisions of this Article VII with respect to the resulting
         or surviving  corporation  as such person would if he or she had served
         the resulting or surviving corporation in the same capacity.

                  Section 7.10.  Reliance and  Non-Exclusivity.  Each person who
         shall act as an authorized  representative  of the corporation shall be
         deemed to be doing so in reliance  upon such rights of  indemnification
         as are provided in this Article VII.

                  Section 7.11. Other  Indemnifications.  The corporation  shall
         have the power to make any other or further indemnification,  except an
         indemnification  against gross negligence or willful misconduct,  under
         any bylaw, agreement,  vote of shareholders or disinterested directors,
         or  otherwise,  both as to action  in an  official  capacity  and as to
         action in another capacity while holding such office.

                  Section 7.12.  Amendments.  The provisions of this Article VII
         relating to  indemnification  and to the  advancement of expenses shall
         constitute a contract between the corporation and each of its directors
         and  officers  which may be modified as to any director or officer only
         with that person's consent or as specifically provided in this section.
         Notwithstanding  any other  provision of these bylaws relating to their
         amendment generally,  any repeal or amendment of this Article VII which
         is adverse to any director or officer  shall apply to such  director or
         officer only on a prospective  basis, and shall not limit the rights of
         a director  or  officer to  indemnification  or to the  advancement  of
         expenses with respect to any action or failure to act  occurring  prior
         to the time of such repeal or amendment.

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

         Pursuant to Florida  law,  the  Registrant  may  purchase  and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the  Registrant,  or is or was serving at the request of the Registrant
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, against any liability asserted against
him and  incurred  by him in any such  capacity,  or  arising  out of his or her
status as such,  whether or not the registrant would have the power to indemnify
him against such  liability  under the  applicable  provisions  of the Bylaws or
applicable  law. The  Registrant  currently  has in place an insurance  contract
covering the liability of directors and officers as permitted under Florida law.

F:\DOCS\S-8\S-8-EMP.WPD
                                        4
Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

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

Exhibit     
Number  Exhibit  
------- --------
  5     Opinion of Morgan, Lewis & Bockius LLP regarding legality of securities
        being registered
23.1    Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed as
        Exhibit 5)
23.2    Consent of Ernst & Young LLP
24      Power of Attorney (included in signature page)

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective   amendment  to  this  registration   statement  to  include  any
prospectus required by Section 10(a)(3) of the Securities Act of 1933;

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  registration  statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration statement; and

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

                  Provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii)
of this  section do not apply if the  information  required  to be included in a
post-effective amendment by those subparagraphs is contained in periodic reports
filed  by  the  Registrant  pursuant  to  Section  13 or  Section  15(d)  of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

F:\DOCS\S-8\S-8-EMP.WPD
                                        5
The undersigned  Registrant  hereby undertakes that, for the purpose of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange Act of 1934 (and each filing of an employee  benefit plan's
annual report pursuant to Section 15(d) of the Securities  Exchange Act of 1934)
that is incorporated by reference in this registration statement shall be deemed
to be a new registration statement relating to the securities offered herein and
the offering of such  securities  at that time shall be deemed to be the initial
bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

F:\DOCS\S-8\S-8-EMP.WPD
                                        6
SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of West Palm Beach,  State of Florida on August 7,
1997.

                             REPUBLIC SECURITY FINANCIAL CORPORATION

                             By: /s/ Rudy E. Schupp
                                 -----------------------
                                 Rudy E. Schupp
                                 Chairman of the Board and
                                 Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.  Each person whose signature appears below
authorizes and appoints Rudy E. Schupp as his  attorney-in-fact to sign and file
on his behalf,  in each capacity  stated below,  any and all  amendments to this
registration statement.
Signature                                              Title                                       Date
-----------------------------------------------------------------------------------------------------------------------------------
/s/ Rudy E. Schupp                                     
----------------------------------------------         Chairman of the Board,                 August 7, 1997
Rudy E. Schupp                                         Chief Executive Officer
                                                       and Director (Principal
                                                       Executive Officer)

 /s/ Lennart E. Lindahl, Jr.                           
----------------------------------------------         Vice Chairman of the                   August 7, 1997
Lennart E. Lindahl, Jr.                                Board and Director

                                                       
------------------------------------------------       Chairman of the Board,                 August 7, 1997
Carol R. Owen                                          Broward County, and
                                                       Director

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

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

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

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

F:\DOCS\S-8\S-8-EMP.WPD
                                        7
Signature                                              Title                                       Date
-----------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

                                    1997 PERFORMANCE INCENTIVE PLAN

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

F:\DOCS\S-8\S-8-EMP.WPD
                                        9
INDEX TO EXHIBITS

Exhibit    Exhibit
Number
-------------------------------------------------------------------
  5        Opinion of Morgan, Lewis & Bockius LLP regarding legality of 
           securities being registered
23.1       Consent of Morgan, Lewis & Bockius LLP (included in its opinion 
           filed as Exhibit 5)
23.2       Consent of Ernst & Young LLP
24         Power of Attorney (included in signature page)

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

August 7, 1997

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

RE:  Republic Security Financial Corporation-Registration Statement on Form S-8

Ladies and Gentlemen:

As your counsel,  we have assisted in the  preparation  of the  above-referenced
Registration  Statement on Form S-8 (the  "Registration  Statement")  for filing
with the  Securities and Exchange  Commission  pursuant to the Securities Act of
1933,  as  amended  (the  "Act"),  and the  rules  and  regulations  promulgated
thereunder.

The  Registration  Statement  relates to 2,000,000  shares of Common Stock,  par
value  $0.01 per share (the  "Common  Stock"),  of Republic  Security  Financial
Corporation  (the  "Company"),  which may be  issued  pursuant  to the  Republic
Security Financial  Corporation 1997 Performance Incentive Plan (the "Plan"). We
have examined the Company's  Articles of Incorporation,  as amended,  Bylaws, as
amended,  minutes and such other documents,  and have made such inquiries of the
Company's officers, as we have deemed appropriate.  In our examination,  we have
assumed  the  genuineness  of all  signatures,  the  authenticity  of all  items
submitted to us as originals,  and the  conformity  with  originals of all items
submitted to us as copies.

Based upon the  foregoing,  it is our opinion that the  Company's  Common Stock,
when issued and  delivered  in  accordance  with the terms of the Plan,  will be
legally issued, fully paid and non-assessable.

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

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

Very truly yours,

/s/  Morgan, Lewis & Bockius LLP

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Exhibit 23.2

Consent of Independent Certified Public Accounts

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

                                                         /s/ Ernst & Young LLP

West Palm Beach, Florida
August 7, 1997

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