As filed with the Securities and Exchange Commission on August 18, 1995.
                           File No. 33-__________

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

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

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

                             815 Colorado Avenue
                         Stuart, Florida 34995-9012
                               (407) 287-4000
            (Address, including zip code, and telephone number of
                        Principal Executive Offices)

                   SEACOAST BANKING CORPORATION OF FLORIDA
            1991 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
                          (Full Title of the Plan)

                               DALE M. HUDSON
                    President and Chief Executive Officer
                   SEACOAST BANKING CORPORATION OF FLORIDA
                             815 Colorado Avenue
                         Stuart, Florida 34995-9012
                               (407) 287-4000
     (Name, address, including zip code, and telephone number, including
                      area code, of agent for service)
                             ___________________

                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                Proposed         Proposed
                                                Maximum          Maximum             Amount of
Title of Securities          Amount to          Offering Price   Aggregate           Registration
to be Registered             be Registered(1)   Per Unit(2)      Offering Price(2)   Fee


<S>                          <C>                <C>              <C>                 <C>
Class A Common Stock, $.01   300,000 shares     $21.44           $6,432,000          $2,217.93
par value per share


<F1> This Registration Statement also covers any additional shares that may 
     hereafter become issuable as a result of the adjustment and anti-
     dilution provisions of the Registrant's 1991 Stock Option and Stock 
     Appreciation Rights Plan.
<F2> Determined in accordance with Rule 457(h), the registration fee 
     calculation is based on the average of the high and low prices of the 
     Registrant's Class A Common Stock reported on the Nasdaq National Market 
     on August 15, 1995.

</TABLE>

PART II.  INFORMATION REQUIRED IN 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 Annual Report on Form 10-K for the fiscal year 
ended December 31, 1994.

      (2)  All reports filed by the Registrant pursuant to Section 13(a) or 
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the 
end of the fiscal year covered by the Registrant's 1994 Annual Report on Form 
10-K, including without limitation the Registrant's Quarterly Reports on Form 
10-Q for the quarters ended March 31, 1995 and June 30, 1995.

      (3)  The description of Class A Common Stock contained in the 
Registrant's Registration Statement filed under Section 12 of the Exchange 
Act, including all amendments or reports filed for the purpose of updating 
such description.

      (4)  All other documents subsequently filed by the Registrant pursuant 
to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing 
of a post-effective amendment to this Registration Statement that indicates 
that all securities offered have been sold or that deregisters all securities 
that remain unsold.


ITEM 4.  DESCRIPTION OF SECURITIES.  Not Applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      The legality of the Class A Common Stock registered hereby has been 
passed upon by Alston & Bird, counsel to the Registrant.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Article XII of the Registrant's Bylaws provides for mandatory 
indemnification of and advancement of expenses to the Registrant's directors 
and Board-elected officers substantially as follows.

      The Registrant is required to indemnify a director or Board-elected 
officer (and may indemnify any other officer or any employee or agent) of the 
Registrant who was or is a party to any proceeding (other than an action by, 
or in right of, the Registrant), by reason of the fact that he 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 liability incurred in connection with such proceeding, including any 
appeal thereof, if he acted in good faith and in a manner he reasonably 
believed to be in, or not opposed to, the best interests of the Registrant 
and, with respect to any criminal action or proceeding, had no reasonable 
cause to believe his conduct was unlawful.  The termination of proceeding by 
judgment, order, settlement, or conviction or upon a plea of nolo contendere 
or its equivalent shall not, of itself, create a presumption that the person 
did not act in good faith and in a manner which he reasonably believed to be 
in, or not opposed to, the best interests of the Registrant or, with respect 
to any criminal action or proceeding, had reasonable cause to believe that his 
conduct was unlawful.

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

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

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

      Expenses incurred by a director or Board-elected officer in defending a 
civil or criminal proceeding shall be paid by the Registrant in advance of the 
final disposition of such proceeding upon receipt of an undertaking by or on 
behalf of such director or officer to repay such amount if he is ultimately 
found not to be entitled to indemnification by the Registrant.

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

      The Registrant is empowered to 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 or incurred by him in any such capacity or arising out of his 
status as such, whether or not the Registrant would have the power to 
indemnify him against such liability under the Bylaws or applicable 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


4.01              Articles of Incorporation, as amended, of the Registrant
                  (incorporated herein by reference from the Registrant's 
                  Annual Report on Form 10-K for the year ended December 31, 
                  1988, File No. 0-13660, dated March 31, 1989)


4.02              Bylaws, as amended, of the Registrant (incorporated herein by
                  reference from Exhibit 3.2 to the Registrant's Annual Report 
                  on Form 10-K for the year ended December 31, 1992, File No. 
                  0-13660, dated March 17, 1993)

5.01              Opinion of Counsel to the Registrant

23.01             Consent of Counsel (included in Exhibit 5.01)

23.02             Consent of Independent Certified Public Accountants

24.01             Power of Attorney (included in Part II of this Registration 
                  Statement)


ITEM 9.  UNDERTAKINGS

      (a)  The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

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

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



                                 SIGNATURES


      Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Stuart, Florida, on August 15, 1995.


                                      SEACOAST BANKING CORPORATION
                                      OF FLORIDA


                                      By:  /DALE M. HUDSON/
                                          Dale M.. Hudson
                                          President and Chief Executive Officer


                              POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears 
below constitutes and appoints Dale M. Hudson and William R. Hahl, and either 
of them (with full power in each to act alone), as true and lawful attorneys-
in-fact, with full power of substitution, for him and in his name, place and 
stead, in any and all capacities, to sign any amendments to this Registration 
Statement and to file the same, with all exhibits thereto and other documents 
in connection therewith, with the Securities and Exchange Commission, hereby 
ratifying and confirming all that said attorneys-in-fact, or their substitute 
or substitutes may lawfully do or cause to be done by virtue thereof.

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

<TABLE>
<CAPTION>
Signature                  Capacity                         Date


<C>                        <C>                              <C>
/DALE M. HUDSON/           President and Chief Executive    August 15, 1995
Dale M. Hudson             Officer (Principal Executive
                           Officer and Director)


/WILLIAM R. HAHL/          Senior Vice President and        August 15, 1995
William R. Hahl            Chief Financial Officer
                           (Principal Financial Officer)


/JOHN R. TURGEON/          Controller                       August 15, 1995
John R. Turgeon            (Principal Accounting Officer)


/JEFFREY C. BRUNER/        Director                         August 15, 1995
Jeffrey C. Bruner


/JOHN H. CRANE/            Director                         August 15, 1995
John H. Crane


/EVANS CRARY, JR./         Director                         August 15, 1995
Evans Crary, Jr.


/DENNIS S. HUDSON, JR./    Director (Chairman)              August 15, 1995
Dennis S. Hudson, Jr. 


/DENNIS S. HUDSON, III/    Director                         August 15, 1995
Dennis S. Hudson, III


_______________________    Director
John R. Santarsiero, Jr.


_______________________    Director
Thomas H. Thurlow, Jr.
</TABLE>

                                EXHIBIT INDEX
                                     TO
                     REGISTRATION STATEMENT ON FORM S-8

Exhibit Number    Description


4.01              Articles of Incorporation, as amended, of the Registrant 
                  (incorporated herein by reference from the Registrant's 
                  Annual Report on Form 10-K for the year ended December 31, 
                  1988, File No. 0-13660, dated March 31, 1989)

4.02              Bylaws, as amended, of the Registrant (incorporated herein by
                  reference from Exhibit 3.2 to the Registrant's Annual Report 
                  on Form 10-K for the year ended December 31, 1992, File No. 
                  0-13660, dated March 17, 1993)

5.01              Opinion of Counsel of the Registrant

23.01             Consent of Counsel (included in Exhibit 5.01)

23.02             Consent of Independent Certified Public Accountants

24.01             Power of Attorney (included in Part II of this Registration 
                  Statement)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20495}]
As filed with the Securities and Exchange Commission on August 18, 1995.
                           File No. 33-__________

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

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

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

                             815 Colorado Avenue
                         Stuart, Florida 34995-9012
                               (407) 287-4000
            (Address, including zip code, and telephone number of
                        Principal Executive Offices)

                   SEACOAST BANKING CORPORATION OF FLORIDA
            1991 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
                          (Full Title of the Plan)

                               DALE M. HUDSON
                    President and Chief Executive Officer
                   SEACOAST BANKING CORPORATION OF FLORIDA
                             815 Colorado Avenue
                         Stuart, Florida 34995-9012
                               (407) 287-4000
     (Name, address, including zip code, and telephone number, including
                      area code, of agent for service)
                             ___________________

                       CALCULATION OF REGISTRATION FEE
Proposed         Proposed
                                                Maximum          Maximum             Amount of
Title of Securities          Amount to          Offering Price   Aggregate           Registration
to be Registered             be Registered(1)   Per Unit(2)      Offering Price(2)   Fee
Class A Common Stock, $.01   300,000 shares     $21.44           $6,432,000          $2,217.93
par value per share
This Registration Statement also covers any additional shares that may 
     hereafter become issuable as a result of the adjustment and anti-
     dilution provisions of the Registrant's 1991 Stock Option and Stock 
     Appreciation Rights Plan.
Determined in accordance with Rule 457(h), the registration fee 
     calculation is based on the average of the high and low prices of the 
     Registrant's Class A Common Stock reported on the Nasdaq National Market 
     on August 15, 1995.
PART II.  INFORMATION REQUIRED IN 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 Annual Report on Form 10-K for the fiscal year 
ended December 31, 1994.

      (2)  All reports filed by the Registrant pursuant to Section 13(a) or 
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the 
end of the fiscal year covered by the Registrant's 1994 Annual Report on Form 
10-K, including without limitation the Registrant's Quarterly Reports on Form 
10-Q for the quarters ended March 31, 1995 and June 30, 1995.

      (3)  The description of Class A Common Stock contained in the 
Registrant's Registration Statement filed under Section 12 of the Exchange 
Act, including all amendments or reports filed for the purpose of updating 
such description.

      (4)  All other documents subsequently filed by the Registrant pursuant 
to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing 
of a post-effective amendment to this Registration Statement that indicates 
that all securities offered have been sold or that deregisters all securities 
that remain unsold.

ITEM 4.  DESCRIPTION OF SECURITIES.  Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      The legality of the Class A Common Stock registered hereby has been 
passed upon by Alston & Bird, counsel to the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Article XII of the Registrant's Bylaws provides for mandatory 
indemnification of and advancement of expenses to the Registrant's directors 
and Board-elected officers substantially as follows.

      The Registrant is required to indemnify a director or Board-elected 
officer (and may indemnify any other officer or any employee or agent) of the 
Registrant who was or is a party to any proceeding (other than an action by, 
or in right of, the Registrant), by reason of the fact that he 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 liability incurred in connection with such proceeding, including any 
appeal thereof, if he acted in good faith and in a manner he reasonably 
believed to be in, or not opposed to, the best interests of the Registrant 
and, with respect to any criminal action or proceeding, had no reasonable 
cause to believe his conduct was unlawful.  The termination of proceeding by 
judgment, order, settlement, or conviction or upon a plea of nolo contendere 
or its equivalent shall not, of itself, create a presumption that the person 
did not act in good faith and in a manner which he reasonably believed to be 
in, or not opposed to, the best interests of the Registrant or, with respect 
to any criminal action or proceeding, had reasonable cause to believe that his 
conduct was unlawful.

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

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

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

      Expenses incurred by a director or Board-elected officer in defending a 
civil or criminal proceeding shall be paid by the Registrant in advance of the 
final disposition of such proceeding upon receipt of an undertaking by or on 
behalf of such director or officer to repay such amount if he is ultimately 
found not to be entitled to indemnification by the Registrant.

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

      The Registrant is empowered to 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 or incurred by him in any such capacity or arising out of his 
status as such, whether or not the Registrant would have the power to 
indemnify him against such liability under the Bylaws or applicable 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

4.01              Articles of Incorporation, as amended, of the Registrant
                  (incorporated herein by reference from the Registrant's 
                  Annual Report on Form 10-K for the year ended December 31, 
                  1988, File No. 0-13660, dated March 31, 1989)

4.02              Bylaws, as amended, of the Registrant (incorporated herein by
                  reference from Exhibit 3.2 to the Registrant's Annual Report 
                  on Form 10-K for the year ended December 31, 1992, File No. 
                  0-13660, dated March 17, 1993)

5.01              Opinion of Counsel to the Registrant

23.01             Consent of Counsel (included in Exhibit 5.01)

23.02             Consent of Independent Certified Public Accountants

24.01             Power of Attorney (included in Part II of this Registration 
                  Statement)

ITEM 9.  UNDERTAKINGS

      (a)  The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

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

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

                                 SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Stuart, Florida, on August 15, 1995.

                                      SEACOAST BANKING CORPORATION
                                      OF FLORIDA

                                      By:  /DALE M. HUDSON/
                                          Dale M.. Hudson
                                          President and Chief Executive Officer

                              POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears 
below constitutes and appoints Dale M. Hudson and William R. Hahl, and either 
of them (with full power in each to act alone), as true and lawful attorneys-
in-fact, with full power of substitution, for him and in his name, place and 
stead, in any and all capacities, to sign any amendments to this Registration 
Statement and to file the same, with all exhibits thereto and other documents 
in connection therewith, with the Securities and Exchange Commission, hereby 
ratifying and confirming all that said attorneys-in-fact, or their substitute 
or substitutes may lawfully do or cause to be done by virtue thereof.

      Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities and on the dates indicated.
Signature                  Capacity                         Date
/DALE M. HUDSON/           President and Chief Executive    August 15, 1995
Dale M. Hudson             Officer (Principal Executive
                           Officer and Director)

/WILLIAM R. HAHL/          Senior Vice President and        August 15, 1995
William R. Hahl            Chief Financial Officer
                           (Principal Financial Officer)

/JOHN R. TURGEON/          Controller                       August 15, 1995
John R. Turgeon            (Principal Accounting Officer)

/JEFFREY C. BRUNER/        Director                         August 15, 1995
Jeffrey C. Bruner

/JOHN H. CRANE/            Director                         August 15, 1995
John H. Crane

/EVANS CRARY, JR./         Director                         August 15, 1995
Evans Crary, Jr.

/DENNIS S. HUDSON, JR./    Director (Chairman)              August 15, 1995
Dennis S. Hudson, Jr. 

/DENNIS S. HUDSON, III/    Director                         August 15, 1995
Dennis S. Hudson, III

_______________________    Director
John R. Santarsiero, Jr.

_______________________    Director
Thomas H. Thurlow, Jr.
EXHIBIT INDEX
                                     TO
                     REGISTRATION STATEMENT ON FORM S-8

Exhibit Number    Description

4.01              Articles of Incorporation, as amended, of the Registrant 
                  (incorporated herein by reference from the Registrant's 
                  Annual Report on Form 10-K for the year ended December 31, 
                  1988, File No. 0-13660, dated March 31, 1989)

4.02              Bylaws, as amended, of the Registrant (incorporated herein by
                  reference from Exhibit 3.2 to the Registrant's Annual Report 
                  on Form 10-K for the year ended December 31, 1992, File No. 
                  0-13660, dated March 17, 1993)

5.01              Opinion of Counsel of the Registrant

23.01             Consent of Counsel (included in Exhibit 5.01)

23.02             Consent of Independent Certified Public Accountants

24.01             Power of Attorney (included in Part II of this Registration 
                  Statement)