As filed with the Securities and Exchange Commission on January 12, 1999.
                                                           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 Jurisdiction of                        (I.R.S. Employer
Incorporation or Organization)                       Identification Number)

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

                    1998 Stock Option and Award 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:
                           Jan M. Davidson, 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>                      <C>                             <C>                      <C>                       <C>
Common Stock             1,500,000 shares                $6.06                    $9,093,750.00             $2,528.06
<FN>
<F1> Determined in accordance with Rule 457(c) under the Securities Act of
1933, based on $6.06, the average of the high and low prices on the
American Stock Exchange on January 5, 1999.
</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 and reports filed for the purpose of updating such
          description.

     (3)  The Form 10-Q for the quarters ended June 30, 1998 and
          September 30, 1998.

     (4)  The Registrant's Proxy Statement filed pursuant to Section
          14(a) of the Securities Exchange Act of 1934 (the
          "Exchange Act").

     (5)  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.



                                    II-1
<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                   1998 Stock Option and Award Plan

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

          23(a)               Consent of PricewaterhouseCoopers LLP

          23(b)               Consent of Lallman, Feltman, Shelton &
                              Peterson, P.A.

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 January 11, 1999.

                       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 January 11, 1999.


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

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

__________________________             Vice Chairman and Director
WILL K. WEINSTEIN

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

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

                                       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                            1998 Stock Option and Award Plan.

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

23(a)                        Consent of PricewaterhouseCoopers LLP

23(b)                        Consent of Lallman, Feltman, Shelton & Peterson,
                             P.A.
[{"type": "S-8", "sequence": "1", "description": "S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 11816}]
{"company-data": {"conformed-name": "JWGENESIS FINANCIAL CORP /", "cik": "0001057412", "assigned-sic": "6211", "irs-number": "650811010", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70457", "film-number": "99505063"}, "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 January 12, 1999.
                                                           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 Jurisdiction of                        (I.R.S. Employer
Incorporation or Organization)                       Identification Number)

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

                    1998 Stock Option and Award 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:
                           Jan M. Davidson, 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             1,500,000 shares                $6.06                    $9,093,750.00             $2,528.06
Determined in accordance with Rule 457(c) under the Securities Act of
1933, based on $6.06, the average of the high and low prices on the
American Stock Exchange on January 5, 1999.
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 and reports filed for the purpose of updating such
          description.

     (3)  The Form 10-Q for the quarters ended June 30, 1998 and
          September 30, 1998.

     (4)  The Registrant's Proxy Statement filed pursuant to Section
          14(a) of the Securities Exchange Act of 1934 (the
          "Exchange Act").

     (5)  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.

                                    II-1
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                   1998 Stock Option and Award Plan

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

          23(a)               Consent of PricewaterhouseCoopers LLP

          23(b)               Consent of Lallman, Feltman, Shelton &
                              Peterson, P.A.

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 January 11, 1999.

                       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 January 11, 1999.

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

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

__________________________             Vice Chairman and Director
WILL K. WEINSTEIN

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

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

                                       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                            1998 Stock Option and Award Plan.

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

23(a)                        Consent of PricewaterhouseCoopers LLP

23(b)                        Consent of Lallman, Feltman, Shelton & Peterson,
                             P.A.