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

                                    FORM 10-Q/A


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

         For the period ended      March 31, 1997

                                                        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.)


                4400 Congress Avenue, West Palm Beach, FL 33407
              (Address of principal executive offices)(Zip Code)

            Registrant's telephone number, including area code (561)
               840-1200 Securities registered pursuant to Section
                                12(b) of the Act:


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed 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 March 31, 1997
-----                                         --------------------------------
Common Stock
par value $.01                                                 7,854,982
Outstanding


<PAGE>

             REPUBLIC SECURITY FINANCIAL CORPORATION AND SUBSIDIARY

                                      INDEX


                                                                          Page
PART I:      FINANCIAL INFORMATION

Item 1:

  Condensed Consolidated Statements of Financial Condition
  March 31, 1997 and December 31, 1996......................................1

  Condensed Consolidated Statements of Income for the
  three months ended March 31, 1997 and 1996................................2

  Condensed Consolidated Statements of Shareholders' Equity
  for the three months ended March 31, 1997
  and the year ended December 31, 1996......................................3

  Condensed Consolidated Statements of Cash Flows for the
  three months ended March 31, 1997 and 1996................................4

  Notes to Condensed Consolidated Financial Statements......................5

Item 2

  Management's Discussion and Analysis of Financial Condition and
  Results of Operations.....................................................9

PART II:     OTHER INFORMATION

Item 6       Exhibits and Reports on Form 8-K..............................10

   a)       The following reports are included herein:
            (11) Statement regarding Computation of Earnings Per Share
   b)       A report on Form 8-K was filed on January 7, 1997

   Signatures..............................................................12


<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
======================================================================================================================
                                                                                         MARCH 31,        DECEMBER 31,
                                                                                             1997               1996
(amounts in thousands except share and per share data)                                  (unaudited)
--------------------------------------------------------------------------------- -----------------  -----------------
<S>                                                                                       <C>                <C>   
Assets
Cash and amounts due from depository institutions                                            $4,522             $4,874
Interest-bearing deposits in other financial institutions                                    21,530             34,430
Investments available-for-sale                                                               30,963             32,917
Investments held to maturity (market value of $7,778 and $6,830 at
      March 31, 1997 and December, 31, 1996, respectively)                                    7,782              6,782
Loans - net                                                                                 267,717            243,222
Loans held for sale (Market value of $2,295 and $7,850 at March 31, 1997
      and December 31, 1996, respectively)                                                    2,260              7,773
Property and equipment - net                                                                 10,173              9,000
Other real estate owned - net                                                                   792              1,248
Goodwill - net                                                                                7,534              7,675
Loan servicing rights - net                                                                   1,904              2,032
Accrued interest receivable                                                                   1,890              1,976
Other assets                                                                                  8,314              7,377
--------------------------------------------------------------------------------- -----------------  -----------------
Total                                                                                      $365,381           $359,306
================================================================================= =================  =================
Liabilities and Shareholders' Equity
Deposits                                                                                   $262,196           $272,587
Federal Home Loan Bank advances                                                              45,000             30,000
Securities sold under agreements to repurchase                                                1,936              2,076
Advances from borrowers for taxes and insurance                                               2,589              1,613
Bank drafts payable                                                                           4,363              3,778
Other liabilities                                                                             3,686              3,679
--------------------------------------------------------------------------------- -----------------  -----------------
Total liabilities                                                                           319,770            313,733
--------------------------------------------------------------------------------- -----------------  -----------------
Commitments and Contingencies
Preferred stock $10.00 stated value; 10,000,000 shares authorized:  Series "C" -
  1,035,000 shares issued and outstanding at March 31, 1997
               and December 31, 1996                                                         10,350             10,350
Common stock $.01 par value; 20,000,000 shares authorized;
     7,854,982 shares issued and outstanding at
     March 31, 1997 and December 31, 1996, respectively                                          79                 79
Additional paid-in capital                                                                   31,101             31,101
Retained earnings                                                                             4,485              4,035
Unrealized (loss)/gain on investments available-for-sale, net of taxes                        (404)                  8
--------------------------------------------------------------------------------- -----------------  -----------------
Total shareholders' equity                                                                   45,611             45,573
--------------------------------------------------------------------------------- -----------------  -----------------
Total                                                                                      $365,381           $359,306
================================================================================= =================  =================
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>

                                        1

<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
======================================================================================================================
                                                                                          Three months ended March 31,
                                                                                              (unaudited)
 (amounts in thousands except share and per share data)                                        1997               1996
-------------------------------------------------------------------------------- ------------------  -----------------
<S>                                                                                        <C>                <C>   
Interest Income:
Interest and fees on loans                                                                   $5,566             $5,585
Interest and dividends on  investments                                                          946                628
-------------------------------------------------------------------------------- ------------------  -----------------
                                                                                              6,512              6,213
-------------------------------------------------------------------------------- ------------------  -----------------
Interest Expense:
Interest on deposits                                                                          2,540              2,614
Interest on borrowings                                                                          390                 65
-------------------------------------------------------------------------------- ------------------  -----------------
                                                                                              2,930              2,679
-------------------------------------------------------------------------------- ------------------  -----------------
Net interest income                                                                           3,582              3,534
Provision for loan losses                                                                        25                 25
-------------------------------------------------------------------------------- ------------------  -----------------
Net interest income after  provision for loan losses                                          3,557              3,509
Non-interest Income:
Gain on sale of loans                                                                            46                 37
Gain on sale of investments available-for-sale                                                  148
Mortgage trading income                                                                          38
Other income                                                                                    811                869
-------------------------------------------------------------------------------- ------------------  -----------------
                                                                                              1,043                906
Operating Expenses:
Employee compensation and benefits                                                            1,493              1,613
Occupancy and equipment                                                                         649                570
Professional fees                                                                               160                148
Advertising and promotions                                                                       60                 81
Communications                                                                                  119                128
Data processing                                                                                 182                143
Insurance                                                                                        13                 82
Goodwill amortization                                                                           142                 54
Other                                                                                           408                454
-------------------------------------------------------------------------------- ------------------  -----------------
TOTAL                                                                                         3,226              3,273
Income before taxes                                                                           1,374              1,142
Provision for income taxes                                                                      508                473
-------------------------------------------------------------------------------- ------------------  -----------------
Net income                                                                                     $866               $669
================================================================================ ==================  =================
Income applicable to common stock                                                              $685               $417
================================================================================ ==================  =================
PER SHARE DATA:
Primary earnings per common share                                                              $.09               $.06
Fully diluted earnings per common share                                                        $.09               $.06
Dividends per common share                                                                    $0.03              $.025
Average common shares and common stock equivalents outstanding                                8,034              7,008
================================================================================ ==================  =================
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>

                                        2

<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
==========================================================================================================================
                                                                                                                Unrealized
                                                                                                                      Gain
                                                                                                                 (Loss) On
                                                                                                               Investments
                                                                             Additional                        Investments
                                                  Preferred        Common       Paid-in       Retained  Available-for-Sale,
(amounts in thousands except share and per share      Stock         Stock       Capital       Earnings        net of taxes
data)
--------------------------------------------  ------------- ------------- -------------  ------------- -------------------
<S>                                               <C>               <C>       <C>             <C>            <C>
Balance, December 31, 1995                          $14,365           $66       $26,035         $3,368
Exercise of warrants - 268,126 shares                                   3         1,039
Conversion of preferred stock series "A"
   into common stock - 982,995 shares               (3,980)            10         3,970
Issuance of stock grants - 9,000 shares                                              32
Issuance of stock for Dividend Reinvestment and
  Optional Stock Purchase Plan - 2,586 shares                                        13
Exercise of stock options - 4,622 shares                                             12
Cash redemption of preferred stock series "A"          (35)
Cash dividends - common stock                                                                    (847)
Cash dividends - preferred stock series "A" and "C"                                              (886)
Net income                                                                                       2,400
Change in appreciation on investments
   available-for-sale, net of taxes                                                                                     $8
--------------------------------------------  ------------- ------------- -------------  ------------- -------------------
Balance December 31, 1996                            10,350            79        31,101          4,035                   8
Cash dividends - common stock                                                                    (235)
Cash dividends - preferred stock series "C"                                                      (181)
Net income                                                                                         866
Change in net unrealized gain/loss on investments
    available-for-sale, net of taxes                                                                                 (412)
--------------------------------------------  ------------- ------------- -------------  ------------- -------------------
Balance, March 31, 1997                             $10,350           $79       $31,101         $4,485              $(404)
==========================================================================================================================
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
                                        3

<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
===================================================================================================================
                                                                                       THREE MONTHS ENDED MARCH 31,
                                                                                         (unaudited)
(amounts in thousands)                                                                    1997                 1996
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>                  <C> 
Operating Activities:
Net income                                                                                $866                 $669
Adjustments to reconcile net income to net cash
  provided by operating activities:
Provision for loan losses                                                                   25                   25
Depreciation                                                                               200                  159
Amortization of goodwill                                                                   141                   54
Gain on sale of investments available-for-sale                                           (148)
Gain on sale of loans -trading, loans and servicing                                       (84)                 (37)
Loan costs deferred                                                                      (100)                 (43)
Loans originated for sale                                                              (4,222)              (3,622)
Sale of loans and loan participation certificates                                        9,856                3,659
Other - net                                                                                845                  907
-------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                                7,379                1,771
-------------------------------------------------------------------------------------------------------------------
Investing Activities:
Cash and cash equivalents acquired in merger-net                                                             15,235
Proceeds from sale of investments available-for-sale                                    10,856
Purchases of investments available-for-sale                                            (9,733)
Maturities and calls  of investments held to maturity                                      500                5,492
Purchases of investments held to maturity                                              (1,494)                (500)
Loans purchased for investment                                                       (16,155 )
Loans originated for investment                                                       (19,404)              (5,834)
Principal collected on loans                                                            10,227                7,617
Other - net                                                                                519                  145
-------------------------------------------------------------------------------------------------------------------
Net cash  (used in) provided by investing activities                                  (24,684)               22,155
-------------------------------------------------------------------------------------------------------------------
Financing Activities:
Net decrease in demand deposits, NOW accounts,
  Money Market accounts and savings accounts                                           (1,434)              (4,234)
Net decrease in certificates of deposits                                               (8,957)             (10,987)
Increase (decrease) in FHLB advances                                                    15,000             (25,000)
Other - net                                                                              (556)                  153
-------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities                                      4,053             (40,068)
-------------------------------------------------------------------------------------------------------------------
Decrease in cash and cash equivalents                                                 (13,252)             (16,142)
Cash and cash equivalents at beginning of period                                        39,304               54,373
-------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                             $26,052              $38,231
===================================================================================================================
<FN>
For purposes of reporting cash flows, cash and cash equivalents  include cash on
hand,  amounts due from banks and federal funds sold.  Generally,  federal funds
are purchased and sold for one-day periods. The Company paid $2,500 and $130,000
in  income  taxes  during  the  three  months  ended  March  31,  1997 and 1996,
respectively.  The Company paid  $3,518,000 and $2,864,000  interest on deposits
and other  borrowings  during the three  months  ended  March 31, 1997 and 1996,
respectively.  The Company had $27,000 and $128,000 of  transfers  from loans to
OREO during the three months ended March 31, 1997 and 1996, respectively. Assets
of $62 million were acquired and $62 million  liabilities assumed related to the
merger of Banyan Bank during the three months ended March 31, 1996. 

See notes to condensed consolidated financial statements.

                                       4
</FN>
</TABLE>

<PAGE>
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 1997

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").  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, 1997 and December 31,
         1996,  and the results of  operations  for the three months ended March
         31,  1997 and March 31,  1996,  and changes in cash flows for the three
         months then ended.

         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, 1997 are not
         necessarily indicative of the results that may be expected for the year
         ending  December  31,  1997.  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, 1996.

         The  balance  sheet at  December  31,  1996 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.

2.   Loans Receivable - Net
<TABLE>
<CAPTION>
Loan receivable-net is summarized as follows:
===================================================================================================================
                                                                                       March 31,        December 31
                                                                                            1997               1996
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>                 <C>    
Residential mortgage                                                                    $115,351           $102,266
Commercial mortgage                                                                       64,333             58,842
Real estate construction and lot                                                          27,779             29,793
Installment loans to individuals                                                          45,094             43,760
Commercial and financial                                                                  27,602             23,845
-------------------------------------------------------------------------------------------------------------------
Total loans                                                                              280,159            258,506
-------------------------------------------------------------------------------------------------------------------
Deferred loan fees                                                                            48               (98)
Undisbursed portion of loans-in-process                                                  (9,890)           (12,913)
Allowance for loan losses                                                                (2,600)            (2,273)
                                                                                        $267,717           $243,222
===================================================================================================================
</TABLE>

3.      Non-Performing Assets and Allowance for Loan Losses

                  At March 31, 1997, the Bank had  $4,017,000 in  non-performing
         assets  (loans 90 days or more past due,  other real  estate  owned and
         repossessed  assets). The provision for loan losses was $25,000 for the
         three months ended March 31, 1997 and 1996.

                                       5
<PAGE>
<TABLE>
<CAPTION>
The following table details the Bank's non-performing assets:
===================================================================================================================
                                                                                     March 31,         December 31,
                                                                                          1997                 1996
---------------------------------------------------------------------------------------------- --------------------
<S>                                                                                   <C>                    <C> 
Loans:
Residential mortgage                                                                    $1,734               $1,911
Commercial mortgage                                                                        294                  294
Real estate construction and lot                                                           190                  183
Installment loans to individuals                                                           173                  157
Commercial and financial                                                                   614                  583
---------------------------------------------------------------------------------------------- --------------------
   Total non-performing loans                                                            3,005                3,128
---------------------------------------------------------------------------------------------- --------------------
Other real estate owned:
Residential mortgage                                                                       549                  898
Commercial mortgage                                                                        199                  243
Real estate construction and lot                                                            44                  107
---------------------------------------------------------------------------------------------- --------------------
   Total other real estate owned                                                           792                1,248
---------------------------------------------------------------------------------------------- --------------------
Repossesssed automobiles                                                                   220                  196
---------------------------------------------------------------------------------------------- --------------------
Total non-performing assets                                                             $4,017               $4,572
============================================================================================== ====================
</TABLE>
Interest income not recognized on non performing loans was approximately $60,000
and $40,000 during the three months ended March 31, 1997 and 1996, respectively.

     At March 31, 1997, the recorded  investment in loans that are considered to
be impaired  under SFAS No. 114 was  $906,000,  which  approximates  the average
investement for the three months ended March 31, 1997. The related allowance for
credit losses for such loans is $142,000 at March 31, 1997. For the three months
ended March 31, 1997 and 1996, no interest was recognized on impaired loans.

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
totalled  $2,600,000  at March 31,  1997,  which is  allocated  according to the
following table:
<TABLE>
<CAPTION>
============================================================================================== ====================
                                                                                     Allowance           % of loans
                                                                               for loan losses       to total loans
---------------------------------------------------------------------------------------------- --------------------
<S>                                                                                   <C>                   <C>
Residential mortgage                                                                      $603                  41%
Commercial mortgage                                                                        467                   23
Real estate construction and lot                                                            36                   10
Installment loans to individuals                                                           490                   16
Commercial and financial                                                                   294                   10
Unallocated                                                                                710
---------------------------------------------------------------------------------------------- --------------------
Total                                                                                   $2,600                 100%
============================================================================================== ====================
</TABLE>
                                       6
<PAGE>
An analysis of the changes in the  allowance  for loan losses is  summarized  as
follows:
<TABLE>
<CAPTION>
============================================================================================== ====================
                                                                                  Three months         Three months
                                                                                         ended                ended
                                                                                March 31, 1997       March 31, 1996
---------------------------------------------------------------------------------------------- --------------------
<S>                                                                                     <C>                  <C>   
Beginning balance                                                                       $2,273               $2,431
Reserves acquired in connection
     with merger                                                                                                374
Charge-offs:
   Real estate mortgage                                                                     15                   18
   Consumer                                                                                141                  156
   Commercial and financial                                                                 26                    2
---------------------------------------------------------------------------------------------- --------------------
Subtotal- Charge-offs                                                                      182                  176
---------------------------------------------------------------------------------------------- --------------------
Recoveries:
   Real estate mortgage                                                                      2                    5
   Consumer                                                                                 30                   12
   Commercial and financial                                                                452                    4
---------------------------------------------------------------------------------------------- --------------------
Subtotal- Recoveries                                                                       484                   21
---------------------------------------------------------------------------------------------- --------------------
Net (recoveries)/charge-offs                                                             (302)                  155
---------------------------------------------------------------------------------------------- --------------------
Provisions for losses                                                                       25                   25
---------------------------------------------------------------------------------------------- --------------------
Ending balance                                                                          $2,600               $2,675
============================================================================================== ====================
</TABLE>
              The  allowance  for  credit  losses is  maintained  at a level
         believed  adequate by management to absorb  estimated  probable  credit
         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.       Potential Mergers

                  On  January  7  1997,  the  Bank  entered  into  a  definitive
         agreement  whereby Family Bank, a Florida state  chartered,  commercial
         bank, will merge with Republic Security Bank. The definitive  agreement
         provides for a fixed exchange ratio whereby shareholders of Family Bank
         will  receive  13 shares of  Republic  Security  Financial  Corporation
         common  stock for each share of Family Bank common  stock.  The Company
         will  issue  approximately  7.7  million  shares of  Republic  Security
         Financial Corporation common stock for all outstanding common shares of
         Family Bank stock in a tax free exchange.  Management  anticipates  the
         transaction  will be accounted  for as a  pooling-of-interests.  Family
         Bank is headquartered in Hallandale,  Florida with six branch locations
         in  Broward  County  and  has  total  assets,  loans  and  deposits  of
         approximately   $248   million,   $159   million   and  $216   million,
         respectively, at December 31, 1996.  At March 31, 1997, the Bank had
         $105,000 of capitalized charges associated with the merger which will
         be expensed in the period in which the transaction is consummated.

                  On  May  2,  1997,  a  Florida  depository   institution  (the
         "Institution")  entered into a Standstill  Agreement (the  "Agreement")
         with Republic Security  Financial  Corporation  whereas the Institution
         and the Company are interested in discussions and possible negotiations
         regarding an acquisition of the Institution. The Agreement is in effect
         for thirty  days and allows for the  Company to perform  due  diligence
         procedures  and  the  Institution  agrees  not to  solicit  discussions
         concerning any acquisition of its assets with another party.

                  The  Institution is a financial  services  company  located in
         Florida  with  two  branch   locations.   At  December  31,  1996,  the
         Institution  had total  assets  of $143  million,  total  loans of $118
         million, total deposits of $126 million and total equity of $8 million.

                  The transaction is subject to  satisfactory  due diligence and
         negations  as  well  as  regulatory   approvals  and  approval  by  the
         Institution's shareholders. The consideration paid will be a mixture of

                                       7
<PAGE>

         cash  and   RSFC's common  stock,   which  is  subject  to  shareholder
         preference  and   negotiation.   If  the  transaction  is  consummated,
         management  anticipates  the  transaction to be accounted for under the
         purchase method of accounting for business combinations.

5.       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, 1997, the Bank had adjustable rate commitments to
         extend credit of  approximately  $27,000,000  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. At March 31, 1997, $344,000
         related  to  pending  litigation  was  accrued  and  included  in other
         liabilities.  In the  opinion of  management  of the  Company,  amounts
         accrued for awards of assessments in connection  with these matters are
         adequate  and  ultimate  resolution  of these  matters  will not have a
         material  effect  on the  Company's  consolidated  financial  position,
         results of operations or cash flow.

6.        Income per Common Share

                  Primary  income per common  share is computed by dividing  net
         income less preferred stock dividends by the weighted average number of
         shares of common stock and common stock equivalents  outstanding during
         the period.  Fully diluted net income per common share is calculated by
         dividing  net income by the average  number of common  stock and common
         stock  equivalents  outstanding  during  the  year,  plus  the  assumed
         conversion of all outstanding  convertible  preferred  shares to common
         shares  to  the  extent  those  shares  are   dilutive.   Common  stock
         equivalents  for both  primary  and fully  diluted net income per share
         include stock options,  warrants, and equity contracts and are included
         in the  computation  of  earnings  per share using the  treasury  stock
         method.   Convertible   preferred  stock  is  computed  using  the  "if
         converted"  method,  which assumes the  conversion  of all  outstanding
         convertible preferred shares into common shares.

         Recent   Accounting   Pronouncement:   In  March  1997,  the  Financial
         Accounting  Standards  Board issued  Statement of Financial  Accounting
         Standards No. 128 ("SFAS 128"), "Earnings Per Share". SFAS 128 requires
         companies  with complex  capital  structures  that have  publicly  held
         common  stock or common  stock  equivalents  to present  both basic and
         diluted earnings per share ("EPS") on the face of the income statement.
         The  presentation of basic EPS replaces the presentation of primary EPS
         currently required by Accounting  Principles Board Opinion No. 15 ("APB
         No.  15"),  "Earnings  Per Share".  Basic EPS is  calculated  as income
         available to common stockholders divided by the weighted average number
         of common shares outstanding during the period. Diluted EPS (previously
         referred  to  as  fully  diluted  EPS)  is  calculated  using  the  "if
         converted"  method for  convertible  securities  and the treasury stock
         method for  options  and  warrants  as  prescribed  by APB No. 15. This
         statement is effective for financial  statements issued for interim and
         annual  periods  ending after  December 15, 1997.  The Company does not
         believe the adoption of SFAS 128 in fiscal 1997 will have a significant
         impact on the Company's reported EPS.


                                        8

<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

          Comparison of the Three Months Ended March 31, 1997 and 1996

Results of Operations

The Company  had net income of  $866,000 or $.09 per common  share for the three
months  ended  March 31,  1997,  compared  to net income of $669,000 or $.06 per
common  share for the three  months  ended March 31,  1996.  The increase in net
income is due to an increase of $48,000 in net  interest  income and an increase
of $137,000 in non-interest income as well as a decrease of $47,000 in operating
expenses.  Earnings per share increased $.03 per common share to $.09 per common
share for the quarter ended March 31, 1997 compared to $.06 per common share for
the quarter ended March 31, 1996.  The increase in earnings per common share was
due to a $197,000  increase in net income and a decrease in preferred  dividends
as a result of the redemption of the Company's  Series A preferred stock in July
1996.

Net Interest Income

Net  interest  income for the quarter  ended March 31,  1997  increased  $48,000
compared  to  the   quarter   ended  March  31,  1996  due  to  an  increase  in
interest-earning  assets  offset by a decrease in net interest  yield.  The Bank
purchased $25,000,000 of mortgage-backed  securities in December 1996 which were
funded by a $25,000,000 Federal Home Loan Bank advance.  This transaction is the
primary   contributor   to  the   increases  in   interest-earning   assets  and
interest-bearing  liabilities  for the quarter  ended March 31, 1997 compared to
the quarter ended March 31, 1996.  The net interest  income  resulting  from the
$25,000,000  transaction is  approximately  $112,000 for the quarter ended March
31,  1997  which  was  partially  offset by a  decrease  in  interest  income on
interest-bearing  deposits  in other  financial  institutions.  The  decrease in
interest-bearing  deposits  in  other  financial  institutions  was  due  to the
decrease in non-interest  bearing  deposits for the quarter ended March 31, 1997
compared to the quarter ended March 31, 1996.

Non-Interest Income

         Non-interest  income  increased  $137,000 or 15% for the quarter  ended
March 31, 1997 compared to the quarter ended March 31, 1996  primarily due to an
increase of $148,000 in gain on sale of investments.

Operating Expenses

Operating  expenses  decreased  $47,000  for the  quarter  ended  March 31, 1997
compared to the quarter ended March 31, 1996. The decrease in operating expenses
is  primarily  related to  decreases  of $120,000 in employee  compensation  and
benefits,  $69,000 in insurance expense and $46,000 in other operating  expenses
offset by increases of $79,000, $39,000, and $88,000 in occupancy and equipment,
data processing and goodwill amortization,  respectively.  Employee compensation
and benefits decreased for the three months ended March 31, 1997 compared to the
three months ended March 31, 1996 due to approximately  $50,000 of non-recurring
costs  associated  with the absorption of Banyan Bank in the first quarter 1996.
In addition, employee compensation and benefits decreased due to the elimination
of certain  positions  which took place in June 1996.  The decrease in insurance
expense is due to a $50,000 refund of Federal Deposit  Insurance (FDIC) premiums
and an overall decrease in FDIC premiums beginning in January 1997. The increase
in  occupancy  and  equipment  is due  to  the  depreciation  expense  and  rent
associated  with one new  banking  center  which  opened in June 1996 as well as
increased  depreciation  expense associated with new data processing  equipment.
Data processing  expense increased due to the change in data processing  service
bureaus.  Goodwill  amortization  increased for the quarter ended March 31, 1997
compared  to the  quarter  ended  March 31,  1996 due to an increase in goodwill
associated with the Banyan acquisition.

Provision for Income Taxes

Income tax expenses  increased $35,000 for the three months ended March 31, 1997
compared to the three months ended March 31, 1996. The increase is  attributable
to an increase in income  before  taxes of $232,000  offset by a decrease in the
effective  tax rate to  approximately  37% for the quarter  ended March 31, 1997
from 41% for the quarter  ended March 31, 1996.  The  effective  income tax rate
decreased  primarily  due to an increase  in taxable  income  which  reduced the
impact of non-deductible goodwill amortization.

                                       9

<PAGE>
                                            Management's Discussion and Analysis
                    of Financial Condition and Results of Operations (Continued)
--------------------------------------------------------------------------------
Liquidity, Sources of Capital and Capital Requirements

As a member of the  Federal  Home  Loan  Bank  System,  the Bank is  subject  to
regulations  which  require it to maintain  "long term"  liquidity  ratios.  The
majority of the liquid assets of the bank are investments  available-forsale and
deposits with the Federal Home Loan Bank of Atlanta.  The Bank was in compliance
with liquidity requirements during the three months ended March 31, 1997.

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  decreased by  approximately  $13,200,000  during the
three  months  ended March 31, 1997 due to  $35,000,000  loan  originations  and
purchases and  $10,000,000  in deposit  run-off  offset by  $15,000,000  in FHLB
advances,  $10,000,000  in  principal  collected  on loans  and  $10,000,000  in
proceeds from loan sales.  A purchase of 1-4 family  residential  loans was made
during the quarter ended March 31, 1997 while the majority of loan  originations
related to commercial business and commercial real estate loans. The decrease in
deposits  is  primarily   attributable  to  lowering   interest  rates  paid  on
certificates of deposits to become aligned with the commercial bank market.

     The  following  table shows the  capital  amounts and ratios of the Bank at
March 31, 1997

================================== ====================  =====================
(Dollars in thousands)                           Amount                  Ratio
---------------------------------- --------------------  ---------------------
Total risk based capital                        $31,099                  12.8%
Tier 1 risk based capital                       $28,499                  11.7%
Leverage capital                                $28,499                   8.4%
======================================================  ======================

The Bank was in compliance with its' capital requirements at March 31, 1997.

Financial Condition

As of March 31, 1997, total assets increased  approximately  $6,000,000  million
from December 31, 1996. Loans net increased approximately  $24,500,000 which was
funded by a decrease in interest bearing  deposits in other  institutions and an
increase in FHLB advances.  The decrease in deposits is primarily related to the
run-off of certificate of deposits  associated with lower interest rates offered
at the Bank since it's conversion to a commercial bank.

PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         (a)      The following exhibits are included herein:
                  (11) Statement regarding  Computation of Earnings Per Share 
                  (27) Financial Data Schedule         
         (b) A report on Form 8-K was filed on January 7, 1997.

                                        10

<PAGE>
<TABLE>
<CAPTION>
                                                                                                   EXHIBIT 11(a)
STATEMENT 11. RE: Computation of Per Share Earnings
======================================================================================================================
                                                                                          Three Months Ended March 31,
                                                                                      1997                        1996
----------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>                         <C>      
PRIMARY EARNINGS:
Average shares outstanding                                                       7,854,982                   6,867,550
Net effect of dilutive stock options,
     warrants and equity contracts based on the modified
     treasury stock method using average market price                              179,130                     140,556
Total weighted average number of shares outstanding                              8,034,112                   7,008,106
  Net income                                                                      $866,000                    $669,000
Deduct preferred dividends                                                       (181,000)                   (252,000)
Net income available to common shareholders                                       $685,000                    $417,000
Earnings per share                                                                    $.09                        $.06
======================================================================================================================
<FN>
Note:    Fully diluted earnings per share  is not presented because it is the same as primary earnings per share.
</FN>
</TABLE>
                                       11
<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, 1997              /S/ Carla H. Pollard
         -------------              --------------------
                                    Carla H. Pollard
                                    Vice President/Controller

  
                                     12