As filed with the Securities and Exchange Commission on June 22, 1998.
                                            File No. 333-________

                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549


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

                    JWGENESIS FINANCIAL CORP.
       --------------------------------------------------
       (Exact Name of Issuer as Specified in its Charter)

        Florida                                        65-0811010
   ----------------                              ----------------------
    (State or Other                                 (I.R.S. Employer
    Jurisdiction of                              Identification Number)
   Incorporation or
     Organization)

               980 North Federal Highway, Suite 120
                    Boca Raton, Florida  33432
                          (561) 338-2600
  -------------------------------------------------------------
  (Address and Telephone Number of Issuer's Principal Executive
                             Offices)

                1997 EMPLOYEE STOCK PURCHASE PLAN
                ---------------------------------
                    ((Full Title of the Plans)

                          Joel E. Marks
       Executive Vice President and Chief Financial Officer
              1117 Perimeter Center West, Suite 500E
                        Atlanta, GA  30338
                          (770) 399-8805
   ------------------------------------------------------------
   (Name, Address and Telephone Number, Including Area Code, of
                        Agent for Service)

                            Copies to:
                       W. Randy Eaddy, Esq.
                     KILPATRICK STOCKTON LLP
                   1100 Peachtree Street, N.E.
                   Atlanta, Georgia 30309-4530
                          (404) 815-6500
<TABLE>
<CAPTION>
                                                         Calculation of Registration Fee
----------------------------------------------------------------------------------------------------------------------------------
                                                            Proposed Maximum             Proposed Maximum
    Title of Securities            Amount to                 Offering Price                 Aggregate                Amount of
     to be Registered            be Registered                Per Share <F1>              Offering Price          Registration Fee
----------------------------------------------------------------------------------------------------------------------------------
       <S>                       <S>                             <C>                        <C>                      <C>
       Common Stock              400,000 shares                  $10.06                     $4,025,000               $1,187.38
<FN>
<F1> Determined in accordance with Rule 457(c) under the
Securities Act of 1933, based on $10.06, the average of the high
and low prices on the American Stock Exchange on June 18, 1998.
</FN>
</TABLE>
<PAGE>
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

               The following documents are incorporated by
reference into this Registration Statement and are deemed to be a
part hereof from the date of the filing of such documents:

     (1)  The Registrant's Registration Statement on Form S-4,
          Commission File No. 333-47693, including the final
          prospectus included therein.

     (2)  The description of the Common Stock contained in the
          Company's registration statement on Form 8-A, dated
          June 8, 1998, reports filed for the purpose of updating
          such description.

     (3)  All other documents subsequently filed by the Company
          pursuant to Sections 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
          pursuant to this Registration Statement have been sold
          or which deregisters all securities that remain unsold.


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 Registrant's Restated Articles of Incorporation provide
for indemnification of directors to the fullest extent permitted
by Florida law and, to the extent permitted by such law,
eliminate or limit the personal liability of directors to the
Registrant and its shareholders for monetary damages for certain
breaches of fiduciary duty and the duty of care.  Insofar as
indemnification for liabilities under the Securities Act of 1933,
as amended (the "Securities Act") may be permitted to directors,
officers, or persons controlling the Registrant pursuant to the
foregoing provisions, the Registrant has been informed that, in
the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act and is therefore
unenforceable.  Pursuant to its Bylaws, the Registrant may
indemnify its officers, employees, agents, and other persons to
the fullest extent permitted by Florida law.

<PAGE>
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                             1997 Employee Stock Purchase Plan

5                             Opinion and Consent of Kilpatrick
                              Stockton LLP, counsel to the
                              Registrant

23(a)                         Consent of Price Waterhouse LLP

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,
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; (2) that, for the purpose of determining
any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof; (3) to remove from registration by
means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.

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

                               II-2<PAGE>
          (c)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers,
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the
Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.






                               II-3
<PAGE>
                            SIGNATURES
     Pursuant to the requirements of the Securities Act, 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 Atlanta, State of Georgia, on June 15, 1998.

                         JWGENESIS FINANCIAL CORP.

                         By:  /s/  Joel E. Marks
                              Joel E. Marks
                              Executive Vice President and Chief
                              Financial Officer


                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Marshall T.
Leeds and Joel E. Marks as attorneys-in-fact, having the power of
substitution, for them in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8 and to file
the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitute or substitutes, may do or
cause to be done by virtue hereof.
     Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities indicated on June 15, 1998.


       /s/ Marshall T. Leeds     President, Chief
      MARSHALL T. LEEDS          Executive Officer and
                                 Chairman of the Board of
                                 Directors (Principal
                                 Executive Officer) 

       /s/ Joel E. Marks         Executive Vice President,
      JOEL E. MARKS              Chief Financial Officer,
                                 Secretary and Director
                                 (Principal Financial and
                                 Accounting Officer)

       /s/ Will K. Weinstein     Vice Chairman and
      WILL K. WEINSTEIN          Director

       /s/ Philip C. Stapleton   Chief Operating Officer
      PHILIP C. STAPLETON        and Director

       /s/ Wm. Dennis Ferguson
      WM. DENNIS FERGUSON        Director

                               II-4<PAGE>
       /s/ Gregg S. Glaser       Director
      GREGG S. GLASER

       /s/ Harvey R. Heller      Director
      HARVEY R. HELLER

       /s/ Jeffrey H. Lehman     Director
      JEFFREY H. LEHMAN

       /s/ Curtis Sykora         Director
      CURTIS SYKORA


                               II-5
<PAGE>

                          EXHIBIT INDEX
                                TO
                REGISTRATION STATEMENT ON FORM S-8



Exhibit Number                Description
--------------                -----------

4                             1997 Employee Stock Purchase Plan.

5                             Opinion and Consent of Kilpatrick
                              Stockton LLP, counsel to the
                              Registrant

23(a)                         Consent of Price Waterhouse LLP
[{"type": "S-8", "sequence": "1", "description": "S-8 REGISTRATION STATEMENT FOR 1997 EMPLOYEE STOCK", "secsgml_size_bytes": 11761}]
{"company-data": {"conformed-name": "JWGENESIS FINANCIAL CORP /", "cik": "0001057412", "assigned-sic": "6211", "irs-number": "650811010", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57387", "film-number": "98651713"}, "business-address": {"street1": "980 NORTH FEDERAL HIGHWAY", "street2": "SUITE 210", "city": "BOCA RATON", "state": "FL", "zip": "33432", "phone": "5613382800"}, "mail-address": {"street1": "980 NORTH FEDERAL HIGHWAY", "street2": "SUITE 210", "city": "BOCA RATON", "state": "FL", "zip": "33432"}}
As filed with the Securities and Exchange Commission on June 22, 1998.
                                            File No. 333-________

                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549

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

                    JWGENESIS FINANCIAL CORP.
       --------------------------------------------------
       (Exact Name of Issuer as Specified in its Charter)

        Florida                                        65-0811010
   ----------------                              ----------------------
    (State or Other                                 (I.R.S. Employer
    Jurisdiction of                              Identification Number)
   Incorporation or
     Organization)

               980 North Federal Highway, Suite 120
                    Boca Raton, Florida  33432
                          (561) 338-2600
  -------------------------------------------------------------
  (Address and Telephone Number of Issuer's Principal Executive
                             Offices)

                1997 EMPLOYEE STOCK PURCHASE PLAN
                ---------------------------------
                    ((Full Title of the Plans)

                          Joel E. Marks
       Executive Vice President and Chief Financial Officer
              1117 Perimeter Center West, Suite 500E
                        Atlanta, GA  30338
                          (770) 399-8805
   ------------------------------------------------------------
   (Name, Address and Telephone Number, Including Area Code, of
                        Agent for Service)

                            Copies to:
                       W. Randy Eaddy, Esq.
                     KILPATRICK STOCKTON LLP
                   1100 Peachtree Street, N.E.
                   Atlanta, Georgia 30309-4530
                          (404) 815-6500
Calculation of Registration Fee
----------------------------------------------------------------------------------------------------------------------------------
                                                            Proposed Maximum             Proposed Maximum
    Title of Securities            Amount to                 Offering Price                 Aggregate                Amount of
     to be Registered            be Registered                Per Share
Offering Price          Registration Fee
----------------------------------------------------------------------------------------------------------------------------------
Common Stock              400,000 shares                  $10.06                     $4,025,000               $1,187.38
Determined in accordance with Rule 457(c) under the
Securities Act of 1933, based on $10.06, the average of the high
and low prices on the American Stock Exchange on June 18, 1998.
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

               The following documents are incorporated by
reference into this Registration Statement and are deemed to be a
part hereof from the date of the filing of such documents:

     (1)  The Registrant's Registration Statement on Form S-4,
          Commission File No. 333-47693, including the final
          prospectus included therein.

     (2)  The description of the Common Stock contained in the
          Company's registration statement on Form 8-A, dated
          June 8, 1998, reports filed for the purpose of updating
          such description.

     (3)  All other documents subsequently filed by the Company
          pursuant to Sections 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
          pursuant to this Registration Statement have been sold
          or which deregisters all securities that remain unsold.

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 Registrant's Restated Articles of Incorporation provide
for indemnification of directors to the fullest extent permitted
by Florida law and, to the extent permitted by such law,
eliminate or limit the personal liability of directors to the
Registrant and its shareholders for monetary damages for certain
breaches of fiduciary duty and the duty of care.  Insofar as
indemnification for liabilities under the Securities Act of 1933,
as amended (the "Securities Act") may be permitted to directors,
officers, or persons controlling the Registrant pursuant to the
foregoing provisions, the Registrant has been informed that, in
the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act and is therefore
unenforceable.  Pursuant to its Bylaws, the Registrant may
indemnify its officers, employees, agents, and other persons to
the fullest extent permitted by Florida law.
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                             1997 Employee Stock Purchase Plan

5                             Opinion and Consent of Kilpatrick
                              Stockton LLP, counsel to the
                              Registrant

23(a)                         Consent of Price Waterhouse LLP

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,
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; (2) that, for the purpose of determining
any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof; (3) to remove from registration by
means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.

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

                               II-2
(c)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers,
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the
Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

                               II-3
SIGNATURES
     Pursuant to the requirements of the Securities Act, 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 Atlanta, State of Georgia, on June 15, 1998.

                         JWGENESIS FINANCIAL CORP.

                         By:  /s/  Joel E. Marks
                              Joel E. Marks
                              Executive Vice President and Chief
                              Financial Officer

                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Marshall T.
Leeds and Joel E. Marks as attorneys-in-fact, having the power of
substitution, for them in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8 and to file
the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitute or substitutes, may do or
cause to be done by virtue hereof.
     Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities indicated on June 15, 1998.

       /s/ Marshall T. Leeds     President, Chief
      MARSHALL T. LEEDS          Executive Officer and
                                 Chairman of the Board of
                                 Directors (Principal
                                 Executive Officer) 

       /s/ Joel E. Marks         Executive Vice President,
      JOEL E. MARKS              Chief Financial Officer,
                                 Secretary and Director
                                 (Principal Financial and
                                 Accounting Officer)

       /s/ Will K. Weinstein     Vice Chairman and
      WILL K. WEINSTEIN          Director

       /s/ Philip C. Stapleton   Chief Operating Officer
      PHILIP C. STAPLETON        and Director

       /s/ Wm. Dennis Ferguson
      WM. DENNIS FERGUSON        Director

                               II-4
/s/ Gregg S. Glaser       Director
      GREGG S. GLASER

       /s/ Harvey R. Heller      Director
      HARVEY R. HELLER

       /s/ Jeffrey H. Lehman     Director
      JEFFREY H. LEHMAN

       /s/ Curtis Sykora         Director
      CURTIS SYKORA

                               II-5
EXHIBIT INDEX
                                TO
                REGISTRATION STATEMENT ON FORM S-8

Exhibit Number                Description
--------------                -----------

4                             1997 Employee Stock Purchase Plan.

5                             Opinion and Consent of Kilpatrick
                              Stockton LLP, counsel to the
                              Registrant

23(a)                         Consent of Price Waterhouse LLP