UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


[ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
     EXCHANGE ACT OF 1934

     For the quarterly period ended March 31, 1999

                                       OR

[  ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
    EXCHANGE ACT OF 1934

         For the transition period from ________________  to _______________

         Commission file number 0-14671
                               ----------

                     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
    incorporation or organization)              Identification No.)


             450 South Australian Avenue, West Palm Beach, FL 33401
               (Address of principal executive offices)(Zip Code)

        Registrant's telephone number, including area code (561) 650-2500
                                                           ---------------


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No


         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date.


Class                                           Outstanding as of May 5, 1999
-----                                           -----------------------------
Common Stock                                    50,543,990
par value $.01 per share


<PAGE>
             REPUBLIC SECURITY FINANCIAL CORPORATION AND SUBSIDIARY

                                      INDEX
                                                               
<TABLE>
<CAPTION>
<S>          <C>                                                                                <C>
                                                                                                 Page
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
for Forward-Looking Information....................................................................1


PART I:      FINANCIAL INFORMATION

Item 1:      Financial Statements:
             Condensed Consolidated Statements of Financial Condition
             March 31, 1999 and December 31, 1998..................................................2

             Condensed Consolidated Statements of Income for the
             three months ended March 31, 1999 and 1998............................................3

             Condensed Consolidated Statements of Comprehensive Income for the
             three months ended March 31, 1999 and 1998............................................4

             Condensed Consolidated Statements of Shareholders' Equity
             for the three months ended March 31, 1999
             and the year ended December 31, 1998..................................................5

             Condensed Consolidated Statements of Cash Flows for the
             three months ended March 31, 1999 and 1998............................................6

             Notes to Condensed Consolidated Financial Statements..................................7

Item 2:      Management's Discussion and Analysis of Financial Condition and
             Results of Operations................................................................10

Item 3:      Quantitative and Qualitative Disclosures about Market Risk...........................13

PART II:     OTHER INFORMATION

Item 1:      Legal Proceedings....................................................................15

Item 2:      Changes in Securities and Use of Proceeds............................................15

Item 3:      Defaults Upon Senior Securities......................................................15

Item 4:      Submission of Matters to a Vote of Security Holders..................................16

Item 5:      Other Information....................................................................16

Item 6       Exhibits and Reports on Form 8-K.....................................................16

             Signatures...........................................................................17

</TABLE>

<PAGE>



Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
                         for Forward-Looking Information

             Information  in this  report  contains  forward-looking  statements
within the meaning of the Private Securities  Litigation Reform Act of 1995 that
are subject to risks and  uncertainties  that could cause the  Company's  actual
results to differ materially from those projected in forward-looking statements.
The use of  forward-looking  statements  can be identified  by  statements  that
express or involve discussions as to expectations,  beliefs, plans,  objectives,
assumptions or future events or performance (often, but not always,  through the
use of words or phrases such as "will likely  result,"  "are expected to," "will
continue," "is anticipated,"  "estimated,"  "projection," or "outlook"), are not
historical facts and may be forward-looking.  Such statements involve estimates,
assumptions,  and uncertainties  which include,  but are not limited to, overall
business  conditions,  particularly  in the business  markets in which  Republic
Security  Financial  Corporation  and  its  wholly  owned  subsidiary,  Republic
Security Bank, operate; general economic conditions,  changes in interest rates,
deposit flows,  loan demand,  real estate values,  and  competition;  changes in
accounting  principles,  policies,  or  guidelines;  changes in  legislation  or
regulation;  and other  economic,  competitive,  governmental,  regulatory,  and
technological factors that affect the Company's operations,  pricing,  products,
and services.  Other  factors,  such as the general state of the economy,  could
also cause actual results to vary  materially from the future results covered in
such forward-looking statements.  Accordingly, any such statements are qualified
in their entirety by reference to, and are  accompanied  by, the above mentioned
important  factors  that  could  cause the  Company's  actual  results to differ
materially from those contained in the forward-looking statements of the Company
made by or on behalf of the Company.

             All such factors are  difficult to predict,  contain  uncertainties
which may  materially  affect  actual  results and are beyond the control of the
Company.


                                        1

<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1:
<TABLE>
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<CAPTION>
======================================================================================================================
                                                                                       March 31,       December 31,
(amounts in thousands except share and per share data)                                   1999              1998
---------------------------------------------------------------------------------- ----------------- -----------------
<S>                                                                                     <C>               <C>    
Assets                                                                                   (unaudited)
Cash and amounts due from depository institutions                                            $67,160           $46,575
Interest-bearing deposits in other financial institutions                                    154,961           114,471
Federal funds sold                                                                             3,390             1,120
---------------------------------------------------------------------------------- ----------------- -----------------
     Cash and cash equivalents                                                               225,511           162,166
Investments available-for-sale                                                               722,912           722,913
Investments held to maturity (Market value of $6,398 and $6,422 at
     March 31, 1999 and December 31, 1998, respectively)                                       6,366             6,363
Loans receivable - net                                                                     1,853,006         1,959,300
                                                                                                     
Loans held for sale (Market value of $91,959 and $16,272 at March 31, 1999
     and December 31, 1998, respectively)                                                     90,600            16,000
Property and equipment - net                                                                  56,513            51,008
Other real estate owned - net                                                                  3,112             2,463
Federal Home Loan Bank Stock                                                                  22,192            23,754
Goodwill - net                                                                                11,719            11,961
Accrued interest receivable                                                                   15,453            15,378
Other assets                                                                                  39,670            36,426
---------------------------------------------------------------------------------- ----------------- -----------------
Total                                                                                     $3,047,054        $3,007,732
================================================================================== ================= =================
Liabilities and Shareholders' Equity
Liabilities:
Deposits                                                                                  $2,346,880        $2,304,855
Federal Home Loan Bank advances and other borrowings                                         404,269           410,368
Securities sold under agreements to repurchase                                                 8,714             9,144
Senior debentures, net of unamortized issuance costs                                          25,532            27,518
Advances from borrowers for taxes and insurance                                               13,259             7,677
Bank drafts payable                                                                           16,553            27,706
Other liabilities                                                                             19,585            22,062
---------------------------------------------------------------------------------- ----------------- -----------------
Total liabilities                                                                          2,834,792         2,809,330
---------------------------------------------------------------------------------- ----------------- -----------------
Commitments and contingencies
Shareholders' equity:
Common  stock $.01 par value;  500,000,000  shares  authorized;  50,531,862  and
47,370,265 shares issued and outstanding at
   March 31, 1999 and December 31, 1998, respectively                                            505               474
Additional paid-in capital                                                                   132,649           120,800
Retained earnings                                                                             80,264            75,423
Accumulated other comprehensive (loss) income, net of taxes                                  (1,156)             1,705
---------------------------------------------------------------------------------- ----------------- -----------------
Total shareholders' equity                                                                   212,262           198,402
---------------------------------------------------------------------------------- ----------------- -----------------
Total                                                                                     $3,047,054        $3,007,732
================================================================================== ================= =================
See notes to condensed consolidated financial statements.
</TABLE>

                                        2
<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
=======================================================================================================================
                                                                                               Three Months Ended
                                                                                                    March 31,
(amounts in thousands except per share data)                                                1999                  1998
-------------------------------------------------------------------------  ---------------------  --------------------
<S>                                                                                  <C>                   <C>    
Interest Income:                                                                     (unaudited)
Interest and fees on loans                                                               $39,891               $40,251
Interest and dividends on investments                                                     12,398                12,362
-------------------------------------------------------------------------  ---------------------  --------------------
                                                                                          52,289                52,613
-------------------------------------------------------------------------  ---------------------  --------------------
Interest Expense:
Interest on deposits                                                                      22,587                22,567
Interest on borrowings                                                                     5,758                 7,435
-------------------------------------------------------------------------  ---------------------  --------------------
                                                                                          28,345                30,002
-------------------------------------------------------------------------  ---------------------  --------------------
Net interest income                                                                       23,944                22,611
Provision for loan losses                                                                    500                 2,913
-------------------------------------------------------------------------  ---------------------  --------------------
Net interest income after provision for loan losses                                       23,444                19,698
-------------------------------------------------------------------------  ---------------------  --------------------
Non-interest Income:
Service charges on deposit accounts                                                        3,117                 2,546
Net gain on sales of loans                                                                   952                 2,636
Net gain on sales of investments available-for-sale                                           96                   359
Other income                                                                               1,809                 1,694
-------------------------------------------------------------------------  ---------------------  --------------------
                                                                                           5,974                 7,235
-------------------------------------------------------------------------  ---------------------  --------------------
Operating Expenses:
Employee compensation and benefits                                                         9,010                 9,810
Occupancy and equipment                                                                    4,422                 3,536
Professional fees                                                                            416                   508
Advertising and promotion                                                                    298                   478
Communications                                                                               715                   611
Insurance                                                                                    462                   518
Other                                                                                      2,979                 2,710
Merger expenses                                                                            2,381                   103
-------------------------------------------------------------------------  ---------------------  --------------------
                                                                                          20,683                18,274
-------------------------------------------------------------------------  ---------------------  --------------------
Income before income taxes                                                                 8,735                 8,659
Income tax expense                                                                         3,183                 3,283
-------------------------------------------------------------------------  ---------------------  --------------------
Net income                                                                                $5,552                $5,376
=========================================================================  =====================  ====================
Income  applicable to common stock                                                        $5,552                $5,197
=========================================================================  =====================  ====================
Per share data:
Basic  earnings                                                                            $0.11                 $0.11
Diluted earnings                                                                           $0.11                 $0.11
Dividends                                                                                  $0.06                 $0.05
-------------------------------------------------------------------------  ---------------------  --------------------
Weighted average common shares and common stock equivalents outstanding:
    Basic                                                                                 50,500                45,017
    Diluted                                                                               51,236                46,415
=========================================================================  =====================  ====================
See notes to condensed consolidated financial statements.
</TABLE>




                                        3
<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
====================================================================================================================
                                                                                              Three Months Ended
                                                                                                   March 31,
                                                                                                   1999         1998
(amounts in thousands except per share data)                                                (unaudited)
----------------------------------------------------------------------------------------- ------------- ------------
<S>                                                                                              <C>          <C>   
Net income                                                                                       $5,552       $5,376
Other comprehensive income, net of tax:
      Unrealized loss on investments available-for-sale arising during the period,
         net of taxes of ($1,907) and ($445) in 1999 and 1998, respectively.                    (2,801)        (441)
     Reclassification adjustment for amounts realized on sale of investments
         included in net income, net of taxes of ($36) 
         and ($133) in 1999 and 1998, respectively.                                                (60)        (226)
----------------------------------------------------------------------------------------- ------------- ------------
Comprehensive income                                                                             $2,691       $4,709
----------------------------------------------------------------------------------------- ------------- ------------
See notes to condensed consolidated financial statements.
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
==================================================================================================================================
                                                                                                         Common        Accumulated
                                                                          Additional                      Stock      Comprehensive
                                                   Preferred    Common       Paid-in    Retained      Purchased            Income,
(amounts in thousands except share data)               Stock     Stock       Capital    Earnings           ESOP       Net of Taxes
----------------------------------------------- ------------ --------- ------------------------- -------------- ------------------
<S>                                                <C>          <C>       <C>          <C>             <C>                <C>   
Balance December 31, 1997, as restated               $10,286      $449      $103,655     $94,244         ($955)             ($467)
----------------------------------------------- ------------ --------- ------------------------- -------------- ------------------
Exercise of stock options and warrants
    - 952,061 shares                                                 9         4,170
Purchase of common stock
    by 401(k) plan - 4,474 shares                                                 43
Conversion of preferred stock series "C"
    into common stock - 1,463,347 shares             (9,440)        15         9,425
Cash redemption of preferred stock series "C"           (50)
Conversion of pooled company preferred stock
    into common stock - 111,660 shares                 (796)         1           795
Cash dividends - common stock                                                            (6,795)
Cash dividends paid by pooled company
    - common stock                                                                       (2,669)
Cash dividends - preferred stock series "C"
    ($27 paid by pooled company)                                                           (229)
Amortization of deferred compensation
    - ESOP &  RRP                                                              2,712                        955
Net loss                                                                                (11,659)
Net income of pooled Company for three months
    ended December 31, 1997                                                                2,531
Changes in accumulated other comprehensive
    income, net of taxes                                                                                                     2,172
----------------------------------------------- ------------ --------- ------------------------- -------------- ------------------
Balance December 31, 1998                                          474       120,800      75,423                             1,705
=============================================== ============ ========= ========================= ============== ==================
Acquisition of pooled company                                       24         7,494       2,465
Exercise of stock options and warrants - 693,641                     7         4,355
Cash dividends - common stock                                                            (2,887)
Cash dividends paid by pooled company
    - common stock                                                                         (289)
Net income                                                                                 5,552
Changes in accumulated other comprehensive
    income, net of taxes                                                                                                   (2,861)
----------------------------------------------- ------------ --------- ------------------------- -------------- ------------------
Balance March 31, 1999 (unaudited)                                $505      $132,649     $80,264                          ($1,156)
=============================================== ============ ========= ========================= ============== ==================
See notes to condensed consolidated financial statements.
</TABLE>

                                        5

<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
================================================================================================================
                                                                                    Three Months Ended March 31,
                                                                                          (Unaudited)
(amounts in thousands except per share data)                                              1999              1998
----------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>               <C>   
Operating Activities:                                                                                 (Restated)
Net  income                                                                             $5,552            $5,376
Adjustments to reconcile net  income to net cash 
provided by operating activities
Provision for loan losses                                                                  500             2,913
Depreciation and amortization                                                            2,014             1,563
Amortization of deferred loan fees and costs                                               229               726
Gain on sales of loans                                                                   (952)           (2,636)
Loans originated for sale                                                             (26,900)           (5,235)
Purchase of loans for sale                                                             (7,986)
Sale of loans and loan participation certificates                                       68,301           170,802
Purchase of trading securities                                                                          (31,601)
Sale of trading securities                                                                                36,211
Net gain on sale of investments available-for-sale                                        (96)             (359)
Other - net                                                                            (4,193)            14,064
----------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                               36,469           191,824
----------------------------------------------------------------------------------------------------------------
Investing Activities:
Cash and cash equivalents acquired from pooled company                                  18,975
Purchase of investments available-for-sale                                            (71,787)         (163,054)
Proceeds from sales of investments available- for- sale                                 37,430            80,320
Maturities and calls of investments held to maturity                                                         540
Principal payments on securities                                                        40,551            18,239
Loans purchased for investment                                                        (14,831)          (35,275)
Net decrease (increase) in loans                                                        48,908          (50,058)
Purchases of property and equipment                                                    (5,334)           (1,131)
Proceeds from the sales of repossessed automobiles                                         831             1,270
Other - net                                                                                507             3,029
----------------------------------------------------------------------------------------------------------------
Net cash provided by  (used in)  investing activities                                   55,320         (146,120)
----------------------------------------------------------------------------------------------------------------
Financing Activities:
Net increase in demand deposits, NOW accounts, Money Market accounts
 and savings accounts                                                                  265,648           38,104
Net decrease in time deposits                                                         (287,128)          (4,150)
Decrease in FHLB advances                                                               (6,099)          (6,139)
Repurchase of senior debentures                                                         (2,027)
Net decrease in securities sold under agreements to repurchase                            (430)         (15,186)
Cash dividends - common and preferred                                                   (3,176)          (2,190)
Other - net                                                                               4,768            (407)
----------------------------------------------------------------------------------------------------------------
Net cash (used in) provided by financing activities                                    (28,444)           10,184
----------------------------------------------------------------------------------------------------------------
Increase in cash and cash equivalents                                                    63,345           55,888
Adjustments to reconcile for different year ends of pooled companies:
             Net income for three months ended December 31, 1997                                           2,531
             Cash dividends paid by pooled companies                                                       (912)
             Other cash flows - net                                                                       30,022
Cash and cash equivalents at beginning of year                                          162,166          243,934
----------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                             $225,511         $331,463
----------------------------------------------------------------------------------------------------------------
Supplemental Disclosure of Cash Flow Information:
             Cash paid for income taxes                                                    $165           $1,550
             Cash paid for interest on deposits and other borrowings                    $27,598          $27,857
Supplemental schedule of non-cash investing activities:
             Repossessed automobiles acquired in settlement of loans                     $1,580           $1,961
             Real estate acquired in settlement of loans                                 $1,442             $503
================================================================================================================
See notes to condensed consolidated financial statements.
</TABLE>

                                        6

<PAGE>



              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 1999

1.           Basis of Presentation

                      The   accompanying    unaudited   condensed   consolidated
             financial  statements  include the  accounts  of Republic  Security
             Financial   Corporation   (the   "Company"   or  "RSFC")   and  its
             wholly-owned  subsidiary,  Republic  Security  Bank (the  "Bank" or
             "Republic").  In the  opinion  of  the  Company's  management,  the
             financial statements contain all adjustments  (consisting of normal
             recurring  accruals)  considered  necessary  to present  fairly the
             consolidated  financial  position  of Republic  Security  Financial
             Corporation  and its  subsidiary  as of March 31, 1999 and December
             31, 1998, and the results of operations,  comprehensive  income and
             cash flows for the three months ended March 31, 1999.

                      The   accompanying    unaudited   condensed   consolidated
             financial   statements   have  been  prepared  in  accordance  with
             generally  accepted  accounting  principles  for interim  financial
             information  and with the  instructions to Form 10-Q and Article 10
             of  Regulation  S-X.  Accordingly,  they do not  include all of the
             information and footnotes required by generally accepted accounting
             principles for complete financial statements. Operating results for
             the  three  months  ended  March  31,  1999  are  not   necessarily
             indicative  of the results that may be expected for the year ending
             December  31,  1999.   For  further   information,   refer  to  the
             consolidated financial statements and footnotes thereto included in
             Republic  Security  Financial  Corporation's  annual report on Form
             10-K for the year ended December 31, 1998.

                      The balance  sheet at December  31, 1998 has been  derived
             from the  audited  financial  statements  at that date but does not
             include all of the information and footnotes  required by generally
             accepted accounting principles for complete financial statements.

                      The condensed  consolidated  financial  statements include
             the  accounts of the Company and its wholly owned  subsidiary,  and
             include the accounts and results of operations of Northside Bank of
             Tampa  ("Northside")  since January 1, 1999. The merger between the
             Company  and  Northside,  which was  accounted  for as a pooling of
             interests,  did not meet the conditions of a significant subsidiary
             as stated in Article 11 of Regulation S-X; therefore, prior periods
             have not been  restated  to include  the  accounts  and  results of
             operations of Northside.

2.           Merger and Branch Purchase

                      On February 26, 1999, RSFC  consummated the acquisition of
             Northside and RSFC issued  2,467,956 shares of its common stock for
             all  outstanding  shares  of  Northside.   Northside   shareholders
             received  3.64  shares of RSFC  stock for each  share of  Northside
             common  stock.  The  transaction  was accounted for as a pooling of
             interests and resulted in RSFC  acquiring  assets of  approximately
             $74.6  million,  including  total  loans  of $39.6  million,  total
             deposits of $63.6 million and equity of $9.9 million.

                      On  March  29,  1999,   Republic   executed  a  definitive
             agreement to acquire nine  in-store  branches  from First  National
             Bank  of  Central  Florida  ("FNBCF").   Under  the  terms  of  the
             agreement, Republic will acquire nine branches operating in Kash 'N
             Karry  supermarkets  and  assume  approximately  $28.3  million  in
             deposits.  The  transaction  is subject to approval by the State of
             Florida  Banking  Department  and the Federal  Reserve  Bank and is
             expected to close in June 1999.

3.           Non-Performing Assets and Allowance for Loan Losses

          At March 31, 1999, the Bank had $20.5 million in non-performing assets
          compared to $16.6  million at December 31,  1998(loans 90 days or more
          past due, other real estate owned and repossessed assets)primarily due
          to an increase in residential mortgage loans. Non performing loans are
          not expected to continue to increase in future periods as the increase
          at March 31, 1999 is related to issues associated with a transition in
          the collections manager and the integration of the collection areas of
          First Bank and  Republic.  The provision for loan losses was $500,000
          and $2.9  million for the three  months ended March 31, 1999 and 1998,
          respectively.  The  provision  for loan  losses  includes  a charge of
          $300,000  for the  three  months  ended  March  31,  1999  to  conform
          Northside's  accounting  and credit  policies to those of Republic.  A
          $2.2 million  additional  provision  was recorded in the quarter ended
          March 31,  1998,  relating  primarily to a pooled  company's  indirect
          automobile loan portfolio which began originating  indirect automobile
          loans in large volumes in August 1995 and continued  through September
          1996,  at which time the pooled  company  ceased its  originations  of
          indirect  automobile  loans. The additional  provision was based on an
          evaluation of the portfolio's  remaining term to maturity,  historical
          loss  experience,  related  delinquency  rates  and the  value  of the
          underlying collateral.


                                        7
<PAGE>
                      Although   management   uses   its   best   judgement   in
             underwriting  each  loan,  industry  experience  indicates  that  a
             portion of the Bank's loans will become  delinquent.  Regardless of
             the  underwriting  criteria  utilized  by  financial  institutions,
             losses may be  experienced as a result of many factors beyond their
             control including, among other things, changes in market conditions
             affecting  the value of security and unrelated  problems  affecting
             the credit of the borrower.  Due to the  concentration  of loans in
             South  Florida,  adverse  economic  conditions  in this area  could
             result in a decrease in the value of a  significant  portion of the
             Bank's collateral.

                      In the normal course of business,  the Bank has recognized
             and will continue to recognize  losses resulting from the inability
             of certain borrowers to repay loans and the insufficient realizable
             value of collateral  securing such loans.  Accordingly,  management
             has  established an allowance for loan losses,  which totaled $25.9
             million at March 31, 1999.

                      The  allowance  for loan losses is  maintained  at a level
             believed  adequate by management to absorb estimated  probable loan
             losses.  Management's  periodic  evaluation  of the adequacy of the
             allowance  is based on the  Company's  past loan  loss  experience,
             known and inherent risks in the portfolio,  adverse situations that
             may affect the borrower's ability to repay (including the timing of
             future payments), the estimated value of any underlying collateral,
             composition of the loan portfolio, current economic conditions, and
             other relevant factors. This evaluation is inherently subjective as
             it requires material estimates  including the amounts and timing of
             future cash flows  expected  to be received on impaired  loans that
             may be susceptible to significant change.

4.           Commitments and Contingencies

                      Commitments  to extend credit are  agreements to lend to a
             customer  as  long  as  there  is no  violation  of  any  condition
             established  in the  contract.  Commitments  generally  have  fixed
             expiration dates or other  termination  clauses and may require the
             payment of a fee. The total  commitment  amounts do not necessarily
             represent  future  cash  requirements  as some  commitments  expire
             without being drawn upon. The Bank evaluates each customer's credit
             worthiness  on a case by  case  basis.  The  amount  of  collateral
             obtained, if deemed necessary by the Bank, upon extension of credit
             is based on management's credit evaluation of the counter party.

                      At  March  31,  1999,   the  Bank  had   adjustable   rate
             commitments  to extend  credit  of  approximately  $295.6  million,
             excluding  the  undisbursed  portion  of  loans-in-process.   These
             commitments are primarily for commercial lines of credit secured by
             commercial real estate or other business assets and for one-to-four
             family residential properties.

                      In addition to the above  commitments  and  contingencies,
             there are various matters of litigation pending against the Company
             that management has reviewed with legal counsel.  In the opinion of
             management   of  the  Company,   amounts   accrued  for  awards  or
             assessments  in connection  with these matters are adequate and the
             ultimate  resolution  of these  matters  will  not have a  material
             effect on the Company's consolidated financial position, results of
             operations or cash flows.


                                        8
<PAGE>
5.           Earnings per Common Share

                      The following  table sets forth the  computation  of basic
and diluted earnings per share:
<TABLE>
<CAPTION>
================================================================================================
                                                                      Three Months Ended
                                                                            March 31,
                                                                           (unaudited)
(In thousands except per share data)                                      1999             1998
-------------------------------------------------------------- ----------------- ---------------
<S>                                                                 <C>             <C>   
Numerator:
Net income                                                                $5,552          $5,376
Preferred stock dividends                                                                  (179)
-------------------------------------------------------------- ----------------- ---------------
Numerator for basic earnings per share                                     5,552           5,197
Effect of dilutive securities:
             Preferred stock dividends
-------------------------------------------------------------- ----------------- ---------------
Numerator for diluted earnings per share                                  $5,552          $5,197
============================================================== ================= ===============
Denominator:
Denominator for basic earnings per share - weighted-average shares        50,500          45,017
Effective of dilutive securities:
             Employee stock options                                          736           1,398
-------------------------------------------------------------- ----------------- ---------------
Dilutive potential common shares                                             736           1,398
-------------------------------------------------------------- ----------------- ---------------
Denominator for diluted earnings per share                                51,236          46,415
============================================================== ================= ===============
Basic earnings per share                                                   $0.11           $0.11
Diluted earnings per share                                                 $0.11           $0.11
============================================================== ================= ===============
</TABLE>



                                        9

<PAGE>
ITEM 2:        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                                AND RESULTS OF OPERATIONS

              Comparison of the Three months ended March 31, 1999 and 1998

Results of Operations

             The  Company  had net  income  of $5.6  million  or  $0.11  diluted
earnings per common share for the three months ended March 31, 1999, compared to
$5.4  million or $0.11  diluted  earnings  per common share for the three months
ended March 31, 1998. Excluding merger related expenses the Company's net income
was $7.9 million or $0.16 diluted earnings per common share for the three months
ended March 31,  1999,  compared to $5.4 million or $0.11  diluted  earnings per
common share for the three months ended March 31, 1998. Net income for the three
months  ended  March  31,  1999  included  pretax  merger  related  expenses  of
approximately  $2.4  million  primarily   associated  with  the  acquisition  of
Northside Bank of Tampa on February 26, 1999. Net interest income increased $1.3
million or 6% for the three  months  ended March 31, 1999  compared to the three
months ended March 31, 1998.  Non-interest  income  decreased $1.3 million while
operating  expenses  (excluding merger expenses)  increased $131,000 or .72% for
the three months  ended March 31, 1999  compared to the three months ended March
31, 1998.

Net Interest Income

             Net  interest  income for the three  months  ended  March 31,  1999
increased $1.3 million  compared to the three months ended March 31, 1998 due to
a decrease of $324,000 in interest  income  offset by a decrease of $1.7 million
in interest  expense.  Interest income decreased due to a decrease in loan yield
of 34 basis  points for the three  months  ended March 31, 1999  compared to the
three months ended March 31, 1998.  The prime interest rate decreased from 8.50%
at the beginning of 1998 to 7.75% by year end,  which resulted in an increase in
residential loan refinancings and to a lesser extent  refinancings of commercial
loans (business and real estate) as well as repricing of adjustable rate assets.
Interest  expense  decreased due to the declining rate  environment,  the Bank's
strategy to reduce overall rates paid on certificate of deposits, and decreasing
the balance of certificates  of deposit  outstanding and increasing the balances
of non interest-bearing and low interest-bearing deposits. Since the acquisition
of First  Palm Beach  Bancorp  ("FPBB"),  the Bank has  lowered  interest  rates
offered in the former First Bank of Florida  ("First  Bank")  offices on new and
renewed  certificate  of deposit  accounts  to become  more  aligned  with rates
offered by  commercial  banks.  During the three  months  ended  March 31,  1999
certificate  of  deposit  balances  from the  former  First  Bank  deposit  base
decreased  approximately $53.0 million. In addition, the Company has repurchased
$6.5  million  of its  10.35%  senior  debentures  due June 2002 in an effort to
further reduce the cost of interest-bearing liabilities.

Provision for Loan Losses

             The provision for loan losses  decreased $2.4 million for the three
months  ended March 31, 1999  compared to the three months ended March 31, 1998,
due primarily to a $2.2 million  additional  provision made in the quarter ended
March 31, 1998,  relating  primarily to a pooled company's  indirect  automobile
loan  portfolio  which  began  originating  indirect  automobile  loans in large
volumes in August 1995 and continuing  through September 1996, at which time the
pooled  company  ceased its  originations  of  indirect  automobile  loans.  The
additional  provision was based on an evaluation  of the  portfolio's  remaining
term to maturity, historical loss experience,  related delinquency rates and the
value of the  underlying  collateral.  For the three months ended March 31, 1999
the Bank recorded  $300,000 in merger related  provision  adjustments to conform
Northside's credit policies to those of the Bank.

Non-Interest Income

             Non-interest  income  decreased  $1.3  million for the three months
ended March 31, 1999  compared to the three months ended March 31, 1998 due to a
decrease  of $1.7  million in gain on sale of loans,  an increase of $571,000 in
service  charges on deposit  accounts and a decrease of $263,000 in gain on sale
of investments. The increase in service charges on deposit accounts is primarily
due to an increased volume in transaction  accounts and an increase in the usage
of products subject to service charges.  In addition,  certain deposit fees were
increased  in March of 1998  contributing  slightly  to the  increase in service
charges on deposits.  The decrease in gain on sale of loans is due to a decrease
in the  amount of loans  sold  during  the three  months  ended  March 31,  1999
compared to the three months ended March 31, 1998.  The decrease in gain on sale
of investments is due to a decrease in the volume of investments sold during the
three months  ended March 31, 1999  compared to the three months ended March 31,
1998.






                                       10
<PAGE>
                                            Management's Discussion and Analysis
                    of Financial Condition and Results of Operations (Continued)
--------------------------------------------------------------------------------
Operating Expenses

             Operating expenses  (excluding merger expenses)  increased $131,000
for the three  months  ended March 31, 1999  compared to the three  months ended
March 31, 1998. The increase in operating expenses is primarily due to decreases
of $800,000 in employee compensation and benefits,  $92,000 in professional fees
, $180,000 in advertising and promotions and $56,000 in insurance expense offset
by an increase of $104,000 in communications expense, an increase of $886,000 in
occupancy  expenses and an increase of $269,000 in other expenses.  The decrease
in employee  compensation  and benefits is due to a decrease of $340,000 related
to the expense for Stock Appreciation Rights (SARs) accrual for the three months
ended March 31, 1999  compared to the three months  ended March 31,  1998,  plus
cost savings realized as a result of the First Bank merger in October 1998. SARs
expense was lower for the three  months  ended  March 31,  1999  compared to the
three months ended March 31, 1998 as no additional accrual was necessary because
the market price of RSFC's  common stock has declined  since  December 31, 1998.
Professional  fees  decreased for the three months ended March 31, 1999 compared
to the three  months  ended March 31, 1998  primarily  due to decreases in legal
expenses   relating  to  legal  matters  and  problem  loans.  The  increase  in
communications  expense  is  primarily  due to the  duplication  of  data  lines
utilized  prior to the data  conversion  of First  Bank in April 1999 as well as
expansion of the banking center  network.  Occupancy  expense  increased for the
three months  ended March 31, 1999  compared to the three months ended March 31,
1998  primarily  due to the opening of ten new  branches  located in Palm Beach,
Broward, Dade, Martin and Alachua counties during 1998. Other operating expenses
increased for the three months ended March 31, 1999 compared to the three months
ended March 31, 1998  primarily due to the Bank's  overall  growth and franchise
expansion.

Provision for Income Taxes

             The  provision  for income taxes  decreased  $100,000 for the three
months  ended March 31, 1999  compared to the three  months ended March 31, 1998
due to an increase in income before income taxes of $76,000 offset by a decrease
in the effective tax rate.

Liquidity, Sources of Capital and Capital Requirements

             The Bank is  subject  to various  regulatory  capital  requirements
administered  by the federal banking  agencies.  Failure to meet minimum capital
requirements   can  initiate   certain   mandatory,   and  possible   additional
discretionary,  action by regulators  that, if  undertaken,  could have a direct
material  effect on the Bank's  financial  statements.  Under  capital  adequacy
guidelines and the regulatory  framework for prompt corrective  action, the Bank
must meet specific capital guidelines that involve quantitative  measures of the
Bank's assets,  liabilities  and certain  off-balance-sheet  items as calculated
under  regulatory   accounting   practices.   The  Bank's  capital  amounts  and
classification   are  also  subject  to  judgements  by  the  regulators   about
components, risk weightings, and other factors.

             Quantitative  measures  established by regulation to ensure capital
adequacy require the Company and the Bank to maintain minimum amounts and ratios
of total and Tier 1 capital (as  defined in the  regulations)  to  risk-weighted
assets (as  defined),  and of Tier 1 capital (as defined) to average  assets (as
defined).  As of  March  31,  1999,  the  Bank  exceeded  all  capital  adequacy
requirements to which it is subject.

             On  certain  occasions,  demand  for loan  funds  may  exceed  cash
available from deposits.  On such occasions,  the Bank may borrow funds from the
Federal Home Loan Bank of Atlanta, draw on lines of credit with commercial banks
and/or enter into repurchase agreements on eligible investments.

             Cash and cash equivalents  increased by approximately $63.3 million
during the three  months  ended  March 31,  1999.  The  increase  in cash is due
primarily  to  decreases  in loans  from loan  sales  and pay downs  offset by a
decrease in FHLB advances offset by a $42.0 million increase in deposits.



                                       11

<PAGE>
                                            Management's Discussion and Analysis
                    of Financial Condition and Results of Operations (Continued)
--------------------------------------------------------------------------------
             The  following  table shows the  capital  amounts and ratios of the
Bank at March 31, 1999:
<TABLE>
<CAPTION>
====================================================================================================================
(Dollars in thousands)                                                                   Amount                Ratio
------------------------------------------------------------------------- --------------------- --------------------
<S>                                                                                    <C>                    <C>
Total risk based capital                                                               $229,756               13.63%
Tier 1 risk based capital                                                              $203,481               12.08%
Leverage capital                                                                       $203,481                6.74%
------------------------------------------------------------------------- --------------------- --------------------
</TABLE>

             The  most  recent   notification  from  the  Federal  Reserve  Bank
categorized  the Bank as well  capitalized  under the  regulatory  framework for
prompt  corrective  action.  At March 31, 1999,  the Bank  exceeded  each of the
regulatory  capital   requirements  and  was  considered  a  "well  capitalized"
institution for regulatory purposes.

Financial Condition

As of March 31, 1999,  total assets increased  approximately  $39.3 million from
December  31,  1998.  The   acquisition  of  Northside  on  February  26,  1999,
contributed  $74.6  million in total assets,  $39.6  million in net loans,  $9.8
million in  investments,  $18.9 million in cash and $6.4 million in property and
equipment  and  other  assets.  Loans-net  and  loans  held for  sale  decreased
approximately  $31.7 million,  investments  remained unchanged and cash and cash
equivalents  increased  $63.3  million.  Excluding  the effects of the Northside
acquisition,  total assets decreased $35.5 million  primarily due to certificate
of deposit  run-off.  Consistent with  managements  plan to reduce the amount of
certificate of deposits and income transaction accounts. Advances from borrowers
for taxes and insurance increased $5.6 million due to the accumulation of escrow
payments  related  primarily  to  residential  loans,  and bank  drafts  payable
decreased  $11.2 million  related to an increased  amount of loan funding checks
issued at the end of December 1998.

Year 2000 Matters

             The Bank relies  heavily on information  technology  ("IT") systems
which are  primarily  provided  by third  party  vendors  and other  systems and
facilities such as telecommunications,  utilities, electronic clearinghouses and
building  access  control  systems to conduct  its  business.  The Bank also has
business  relationships  with  other  financial  institutions,   regulators  and
customers  who are also  reliant on IT and  embedded  systems  to conduct  their
businesses. The Bank utilizes and is dependent upon a third-party vendor for its
primary  data  processing  functions.  The Bank also  utilizes  other  purchased
software  packages which operate on in-house computer  networks.  The Bank faces
the risk that one or more of its critical service  providers will not be able to
provide  services to the Bank due to the third party's  inability to resolve its
own  Year  2000  issues,  including  those  associated  with  its  own  external
relationships.

State of Readiness

             In 1997, the Bank's Electronic Data Processing  Committee (the "EDP
Committee")  started work on the Bank's Year 2000 Project.  The EDP Committee is
comprised of members from each area of the Bank. The EDP Committee developed and
is  currently  executing  a  comprehensive  plan  designed  to ensure the Bank's
mission critical IT systems and mission critical service providers are Year 2000
compliant.  The Bank's plan  consists of five phases:  (1) awareness  phase,  to
define the Year 2000 issue and obtain senior  management  and Board of Directors
support,  (2) inventory phase, to identify all IT systems and service  providers
and assign  risk  ratings in  accordance  with its  potential  business  impact,
available  alternatives  and cost of  substitution,  (3)  assessment  phase,  to
evaluate the  identified  mission  critical  systems,  including  those  systems
provided by third-party vendors, for Year 2000 functionality and readiness,  (4)
remediation  phase, to replace or upgrade  inventoried items to ensure Year 2000
compliance  and (5)  testing and  certification  phase,  to test all  remediated
systems  including testing with vendors,  to ensure successful  operation in the
post-1999 environment. In addition, the Bank's Year 2000 plan includes assessing
the impact of the Year 2000 issue on borrowers' ability to repay loans.

             As of  March  31,  1999,  the  Bank had  completed  the  awareness,
inventory and assessment phases and has substantially  completed the remediation
and testing phases.  The majority of the testing was  substantially  complete by
March 31, 1999.  The Bank is utilizing  both internal and external  resources to
upgrade,  replace and test hardware,  software and third party vendor  programs.
Through formal communication,  the Bank's primary data processing vendor and the
majority of other critical  vendors have indicated  their IT systems are or will
be Year 2000  compliant and tested before Year 2000. The Bank has also contacted
all of its  significant  commercial  loan  customers to determine the borrower's
ability and readiness to become Year 2000 compliant. Approximately 60%

                                       12

<PAGE>


                                            Management's Discussion and Analysis
                    of Financial Condition and Results of Operations (Continued)
--------------------------------------------------------------------------------

of the loan  customers  contacted have responded and the Bank has not identified
any significant issues with those customers. The Bank anticipates completing all
the phases within three months but no later than October 31, 1999.

Year 2000 Costs

             Year 2000 expenses primarily include costs associated with internal
and external personnel,  upgrade packages and disposal of non-compliant hardware
and software.  To date, the Bank has not incurred any  significant  expenses and
does not expect to incur any significant  expenses other than internal personnel
resources associated with the Year 2000 project. Costs to purchase new compliant
hardware and software are estimated to be approximately $2.0 million, which will
be  capitalized.  The cost of the  Year  2000  project  will be  funded  through
operating cash flows.  While management does not anticipate the cost of the Year
2000 project to have a material  impact on the  Company's  financial  condition,
operations  or cash flows,  the project is not yet  complete and is dependent on
third parties.

Risks and Contingency

             If the Bank's or other third  party  vendors  fail to resolve  Year
2000 issues by December 31, 1999,  potential  consequences would include,  among
other possibilities, the inability to accurately and timely process withdrawals,
deposits  and  payments,   update   customers'   accounts,   process   financial
information,  bill customers,  accommodate customer's financial needs, determine
or meet liquidity requirements or report accurate data to management, customers,
shareholders,  regulators and others as well as business interruptions or branch
closings,  financial losses, reputational harm, increased scrutiny by regulators
and litigation  related to Year 2000 issues. The Bank is attempting to limit the
potential  impact of the Year 2000 by  monitoring  the progress of its Year 2000
Project and those of its critical vendors and by developing  contingency  plans.
There can be no assurance  that the Bank will be  completely  successful  in its
efforts to resolve Year 2000 issues. Any critical unresolved Year 2000 issues at
the Bank or its critical  vendors  could have a material  adverse  effect on the
Company's results of operations, financial condition or liquidity.

     The Bank has begun developing  comprehensive  contingency plans designed to
ensure the continuity of critical  business  processes before and after December
31, 1999. The contingency plans will include reasonably likely Year 2000 failure
scenarios for its critical business processes, procedures designed to reduce the
impact on the Bank and  methods  of  returning  to normal  operations.  The Bank
expects contingency planning to be substantially complete by July 31,1999.

             The  foregoing  Year  2000  discussion  contains   "forward-looking
statements"within the meaning of the Private Securities Litigation Reform Act of
1995. Such statements,  including without limitation,  anticipated costs and the
dates by which  the Bank  expects  to  complete  certain  actions,  are based on
management's  best  current  estimates,  which were derived  utilizing  numerous
assumptions about future events, including the continued availability of certain
resources,  representations  received  from  third  parties  and other  factors.
However,  there can be no guarantee that these  estimates will be achieved,  and
actual results could differ materially from those anticipated.  Specific factors
that might cause such material  differences include, but are not limited to, the
ability to identify and  remediate  all relevant  systems,  results of Year 2000
parties  who are service  providers,  suppliers  or  customers  of the  Company,
unanticipated system costs, the adequacy of and ability to develop and implement
contingency plans and similar  uncertainties.  The "forward-looking  statements"
made in the foregoing  Year 2000  discussion  speak only as of the date on which
such statements are made, and the Company undertakes no obligation to update any
forward-looking  statement to reflect events or circumstances  after the date on
which such  statement  is made or to reflect  the  occurrence  of  unanticipated
events.

ITEM 3:      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

             As a financial  institution holding company,  the Company's primary
component of market risk is interest rate  volatility.  Fluctuations in interest
rates will ultimately  impact both the level of income and expense recorded on a
large portion of the Bank's assets and  liabilities  and the market value of all
interest-earning assets, other than those with short term maturities. All of the
Company's  interest  rate risk  exposure  lies at the Bank  level.  Accordingly,
interest rate risk management  procedures are performed at the Bank level. Based
on the  nature of the  Bank's  operations,  the Bank is not  subject  to foreign
currency  exchange or commodity  price risk.  The Bank's real estate  portfolio,
concentrated primarily within Palm Beach, Martin, Broward, Dade and Lee counties
of Florida, is subject to risks associated with the local economy.



                                       13

<PAGE>

             The Company manages its interest rate risk exposure by limiting the
amount  of  long-term  fixed  rate  loans it holds  for  investment,  increasing
emphasis on  shorter-term  loans for portfolio,  commitments to sell loans,  and
increasing  or  decreasing  the  relative  amounts of long-term  and  short-term
borrowings and deposits.  The following table presents the Company's exposure to
interest rate risk at March 31, 1999:

<TABLE>
<CAPTION>
============================================================================================================
                                                                              March 31, 19991
                                            ---------------------------------------------------------------
                                            One Year or                                                     
                                                Less      1 to 3 Years 3 to 5 Years Over 5 Years   Total
                                            ------------- ----------- ------------ ----------- ------------
                                                                (Dollars in thousands)
============================================================================================================
<S>                                         <C>           <C>           <C>          <C>        <C>

Total interest-earning assets                  $1,370,679    $507,660     $225,764    $591,209   $2,695,312
Total interest-bearing liabilities              1,949,704     309,835      162,042      76,463    2,498,044
                                                ---------     -------      -------      ------    ---------
Interest rate sensitivity gap                  ($579,025)    $197,825      $63,722    $514,746     $197,268
                                               ==========    ========      =======    ========     ========
Cumulative interest rate sensitivity gap       ($579,025)  ($381,200)   ($317,478)    $197,268
                                               ==========  ==========   ==========    ========
Cumulative interest rate sensitivity gap
 as a percent of total assets                     (19.1)%     (12.6)%      (10.5)%        6.5%
                                               ==========  ===========  ==========    ========

===================================================== ============== =========== ============ ======================
<FN>
       1 In preparing the table above,  certain  assumptions have been made with
         regard to loan  prepayments  and  withdrawals  of  transaction  account
         deposits.  Loan  prepayment  rates  are  based  upon  market  consensus
         estimates  for similar  securities.  Money  Market and savings  account
         balances  are  included in one year or less.  NOW account  deposits are
         included in one year or less.  All other  assets and  liabilities  have
         been  repriced  based  on  the  earlier  of  repricing  or  contractual
         maturity.  The  above  assumptions  are based on the  latest  available
         assumptions  and on  remaining  balances  and should not be regarded as
         indicative  of the  actual  prepayments  and  withdrawals  that  may be
         experienced by the Company. Moreover, certain shortcomings are inherent
         in the analysis presented by the foregoing table. For example, although
         certain assets and liabilities  may have similar  maturities or periods
         for repricing, they may react in different degrees to changes in market
         interest  rates.  Also,  interest  rates on certain types of assets and
         liabilities may fluctuate in advance of or lag behind changes in market
         interest rates.  Additionally,  certain assets, such as ARM loans, have
         features that restrict  changes in interest rates on a short-term basis
         and over the life of the assets.
</FN>
</TABLE>

         In addition to the above,  the Bank is committed to fund $295.6 million
in new loans and $44.9  million in  construction  loans-in-process  at March 31,
1999.  These loans and  commitments  are largely  protected  from  interest rate
fluctuations  because  they are either  adjustable  rate loans or are fixed rate
loans which the Bank has obtained  commitments to sell in the secondary  market.
This relationship is not linear or consistent with other interest rate sensitive
assets and  liabilities  on the  Company's  balance  sheet and  management  uses
computer  modeling  in its  efforts to manage the  effects  that  interest  rate
fluctuations have on income.

         The current  potential changes in future earnings relating to financial
assets and liabilities as of March 31, 1999 are as follows:

================================================================================
                      Potential Change in Future Earnings 2
                                                             1999          2000
------------------------------------------------- ------------------------------
Interest Rate Change in Basis Points:
+ 100                                                       1.40%          4.59%
-  100                                                      2.49%        (1.76)%
================================================================================

         2    The most significant  assumptions  used in this simulation  relate
              primarily to the repricing rates of demand and other  non-maturity
              deposits and loan and investment  prepayment  rates.  Money market
              and savings deposit accounts are assumed to have the following lag
              characteristics  in an increasing rate environment:  the Bank will
              recognize  a 25  basis  point  increase  at  nine  months  and  an
              additional 25 basis point  increase at twelve months  following an
              increase in the market rate.  NOW accounts  are  considered  to be
              non-interest  sensitive in an increasing rate  environment.  Money
              market  and  savings  deposit  accounts  are  assumed  to have the
              following  characteristics  in a decreasing rate environment:  the
              Bank will  recognize a 50 basis point decrease at three months and
              an additional 50 basis point  decrease at nine months  following a
              decrease  in  the  market  rate.  Certificates  of  deposits  will
              recognize a 50 basis point  increase upon repricing and a 65 basis
              point decrease upon repricing following an increase or decrease in
              the market rate.  These lag  assumptions are based on a three year
              analysis of changes to the Bank's rates compared to changes in the
              market rates. Loan and investment  prepayment rates are based upon
              market  consensus  estimates  for  similar   securities.   Certain
              shortcomings are inherent in the simulation presented by the above
              table. For example,  certain  financial assets and liabilities may
              have similar maturities or periods for repricing, but may react in
              different degrees to changes in market interest rates.

         The  potential  changes in future  earnings  shown above are within the
Bank's interest rate risk policy limits.


                                       14

<PAGE>
PART II.  OTHER INFORMATION

ITEM 1:  Legal Proceedings

              Neither  the  Company  nor its  subsidiaries  are  involved in any
         pending legal  proceedings,  other than routine legal matters occurring
         in the  ordinary  course of  business  which in the  aggregate  involve
         amounts  which  in  management's   opinion  are  not  material  to  the
         consolidated  financial  condition  or  results  of  operation  of  the
         Company.

ITEM 2:  Changes in Securities and Use of Proceeds

         Northside

              On February 26, 1999, in connection with the Agreement and Plan of
         Merger,  dated as of  September  11,  1998,  by and among the  Company,
         Republic  Security Bank and  Northside,  the Company  issued  2,467,956
         shares of RSFC  Common  Stock in  exchange  for the  633,754  shares of
         Northside  common  stock,  par value  $5.00 per share,  outstanding  on
         February 26, 1999 (the "Northside  Merger").  The Company  effected the
         Northside  Merger  in  reliance  on  the  exemption  from  registration
         provided under Section 3(a)(10) under the Securities Act.  Beginning on
         February  8, 1999 and  concluding  on  February  9, 1999,  the  Florida
         Banking  Department  (the  "Department")  held a public  hearing on the
         approval of the Northside  Merger during which the Department  reviewed
         the Northside Merger based on the following criteria: (1) the resulting
         bank  meets  all  the  capital  requirements  of  state  law  as to the
         formation  of a new  state  bank;  (2)  the  capital  structure  of the
         resulting bank,  including surplus,  is adequate;  (3) the valuation is
         fair;  and (4) the  merger  is not  contrary  to  public  interest.  On
         February 25, 1999, the  Department  issued its Report on Public Hearing
         (the  February 25, 1999  Report") in which the  Department  stated that
         "the terms and  conditions  of the merger are fair to all parties,  the
         merger  valuation  for each  shareholder  is fair to all  parties,  the
         merger is not contrary to the public's  interest and the resulting bank
         meets all the capital  requirements of state law as to the formation of
         a new state  bank and the  capital  structure  of the  resulting  bank,
         including  surplus,  is adequate." On February 25, 1999, the Department
         issued a Final  Order  confirming  the  February  25,  1999  Report and
         approving the Northside Merger.

ITEM 3:  Defaults Upon Senior Securities

              Not applicable.


                                       15

<PAGE>



ITEM 4:  Submission of Matters to a Vote of Security Holders

              The annual meeting of shareholders of Republic Security  Financial
         Corporation  was held on April 28,  1999.  The  following  matters were
         voted upon:

              1.  Election of seven  directors,  each for a term of three years,
         one  director for a term of one year and one director for a term of two
         years.

              2.  Approval of an amendment to the  Republic  Security  Financial
         Corporation  Performance  Incentive  Plan ("the Plan")  increasing  the
         share limit on the number of stock options, restricted stock awards and
         other  stock-based  incentive  awards  that  may be  made  to  any  one
         participant in one calendar year from 100,000 to 750,000.

                           The  results  of the  votes  for  each  of the  above
matters are as follows:

<TABLE>
<CAPTION>
===============================================================================================================
                                          Votes Cast:                                                Broker
          Matter                      For            Against          Withheld         Abstain      Non-vote
===============================================================================================================
<S>                               <C>             <C>                 <C>             <C>           <C>
1.   1 year term

     R. Randy Guemple             38,395,786                           4,150,534                       N/A

     2 year term

     Fred A. Greene               38,515,606                           4,030,714                       N/A

     3 year term

     Johnny Adcock                38,358,099                           4,188,221                       N/A
     Mary Anna Fowler             38,356,380                           4,189,940
     Thomas J. Langan, Jr.        38,355,542                           4,190,778
     Carol R. Owen                38,358,199                           4,188,121
     Richard C. Rathke            38,356,799                           4,189,521
     Rudy E. Schupp               38,373,001                           4,173,319
     Daniel Sokoloff              38,406,553                           4,139,767

2.                                33,367,355         8,837,004                          341,953        N/A
===============================================================================================================
</TABLE>

ITEM 5:  Other Information

                  Not applicable.


ITEM 6:  Exhibits and Reports on Form 8-K

      (a)      The following exhibits are filed as part of this report:

               27       Financial Data Schedule (for SEC use only).

      (b)      No Reports on Form 8-K were filed  during the three months
ended March 31, 1999.



                                       16

<PAGE>


                     REPUBLIC SECURITY FINANCIAL CORPORATION


                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                         Republic Security Financial Corporation
                                                      (Registrant)




Date:    May 14, 1999                    /s/ Richard J. Haskins             
         ------------                    -----------------------------------
                                         Richard J. Haskins
                                         Executive Vice President & CFO
                                        (Principal Financial Officer)




Date:    May 14, 1999                   /s/ Carla H. Pollard      
         ------------                   --------------------------
                                        Carla H. Pollard
                                        Vice President/Controller
                                        (Duly Authorized Officer)

                                       17