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 September 30, 2000

                                       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 of 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) 655-8511


            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___

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         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 October 30, 2000
           -----                           ----------------------------------
           Common Stock                    48,614,060
           Par value $.01 per share


<PAGE>

            REPUBLIC SECURITY FINANCIAL CORPORATION AND SUBSIDIARIES

                                      INDEX
<TABLE>
<CAPTION>
                                                                                                            Page
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<S>                                                                                                           <C>
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
              as of September 30, 2000, unaudited and December 31, 1999...................................... 2

              Condensed Consolidated Statements of Income, unaudited for the
              three months ended September 30, 2000 and 1999................................................. 3

              Condensed Consolidated Statements of Income, unaudited for the
              nine months ended September 2000 and 1999...................................................... 4

              Condensed Consolidated Statements of Comprehensive Income, unaudited for the
              three and nine months ended September 30, 2000 and 1999........................................ 5

              Condensed Consolidated Statements of Shareholders' Equity for the
              nine months ended September 30, 2000, unaudited and the year ended December 31, 1999........... 6

              Condensed Consolidated Statements of Cash Flows, unaudited for the
              nine months ended September 30, 2000 and 1999.................................................. 7

              Notes to Condensed Consolidated Financial Statements........................................... 8

Item 2:       Management's Discussion and Analysis of Financial Condition and
              Results of Operations.......................................................................... 12

Item 3:       Quantitative and Qualitative Disclosures about Market Risk..................................... 16

PART II:      OTHER INFORMATION:

Item 1:       Legal Proceedings.............................................................................. 18

Item 2:       Changes in Securities and Use of Proceeds...................................................... 18

Item 3:       Defaults Upon Senior Securities................................................................ 18

Item 4:       Submission of Matters to a Vote of Security Holders............................................ 18

Item 5:       Other Information.............................................................................. 18

Item 6:       Exhibits and Reports on Form 8-K............................................................... 18

              Signatures..................................................................................... 19
</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 the Company, the Bank
and the Bank's wholly-owned subsidiaries, Spectrum Financial Corporation, RSAM
Holdings, Inc., RS Maritime Corporation (d/b/a First New England Financial) and
Republic Security Insurance Agency 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.

         The following important factors could cause actual results or outcomes
to differ materially from those expressed in any forward-looking statements of
the Company. All forward-looking statements speak only as of the date on which
such statements are made, and the Company does not undertake any obligation to
update any forward-looking statement or statements to reflect events or
circumstances after the date on which such statement is made or to reflect the
occurrence of anticipated events. New factors emerge from time to time and it is
not possible for management to predict all of such factors, nor can it assess
the impact of each such factor on the business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements. The most significant
factors that could cause the assumptions underlying the forward-looking
statements and the actual results of the Company to differ materially from those
expressed in or implied by those forward-looking statements include, but are not
limited to the following:

o        adverse general economic conditions and/or adverse economic conditions
         in the counties in which our banking centers are located;

o        intense competition for depositors and borrowers from financial
         institutions with much greater resources than the Bank;

o        fiscal and monetary policies of the U.S. government;

o        changes in interest rates and

o        adverse changes in laws and regulations


         These and other risks and uncertainties affecting the Company, all of
which are difficult to predict and many of which are beyond the control of the
Company, are discussed in greater detail in this report and in other filings by
the Company with the Securities and Exchange Commission. Accordingly, all
forward-looking 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,
the Bank or any subsidiaries of either of them.


                                       1
<PAGE>

PART I - FINANCIAL INFORMATION
ITEM 1:  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
REPUBLIC SECURITY FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
===============================================================================================================
                                                                             September 30,       December 31,
(amounts in thousands except share and per share data)                           2000               1999
---------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                   <C>
Assets                                                                       (unaudited)
Cash and amounts due from depository institutions                           $     40,858          $   73,054
Interest-bearing deposits in other financial institutions                         91,723              41,201
Federal funds sold                                                                    --               3,595
---------------------------------------------------------------------------------------------------------------
    Cash and cash equivalents                                                    132,581             117,850
Investments available-for-sale                                                   836,653             792,125
Investments held to maturity (Market value of $133,180 and $139,383 at
    September 30, 2000 and December 31, 1999, respectively)                      138,602             147,275
Loans receivable - net                                                         2,006,048           1,822,433
Loans held for sale (Market value of $45,300 and $62,000 at
  September 30, 2000 and December 31, 1999, respectively)                         45,300              62,000
Property and equipment - net                                                      64,231              65,349
Other real estate owned - net                                                        986               2,004
Federal Home Loan Bank Stock and FRB Stock                                        29,284              34,821
Goodwill - net                                                                    20,101              17,715
Bank owned life insurance                                                         55,157              58,039
Deferred taxes - net                                                              14,629              16,564
Accrued interest receivable                                                       19,746              16,986
Other assets                                                                      33,662              39,051
---------------------------------------------------------------------------------------------------------------
Total assets                                                                $  3,396,980         $ 3,192,212
---------------------------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity
Liabilities:
Deposits                                                                    $  2,013,253         $ 2,064,936
Federal Home Loan Bank advances and other borrowings                             487,879             618,996
Securities sold under agreements to repurchase                                   608,839             248,521
Senior debentures, net of unamortized issuance costs                              20,534              20,531
Advances from borrowers for taxes and insurance                                   17,895               5,908
Bank drafts payable                                                               15,581              11,208
Other liabilities                                                                 26,118              21,450
---------------------------------------------------------------------------------------------------------------
Total liabilities                                                              3,190,099           2,991,550
---------------------------------------------------------------------------------------------------------------
Commitments and contingencies shareholders' equity:
Common stock $.01 par value; 500,000,000 shares authorized;
   50,918,804 and 50,748,419 issued shares; outstanding 48,579,304 and
   49,696,419 (net of  treasury stock) at September 30, 2000 and
   December 31, 1999, respectively                                                   509                 508
Treasury stock (2,339,500 and 1,052,000 shares repurchased at September 30,
   2000 and December 31, 1999, respectively)                                         (23)                (11)
Additional paid-in capital                                                       116,742             124,931
Retained earnings                                                                103,754              94,934
Accumulated other comprehensive loss, net of taxes                               (14,101)            (19,700)
---------------------------------------------------------------------------------------------------------------
Total shareholders' equity                                                       206,881             200,662
---------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity                                  $  3,396,980         $ 3,192,212
---------------------------------------------------------------------------------------------------------------
See notes to condensed consolidated financial statements
===============================================================================================================
</TABLE>


                                        2
<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
REPUBLIC SECURITY FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
===============================================================================================================
                                                                               Three Months Ended
                                                                                  September 30,
                                                                   --------------------------------------------
(amounts in thousands except per share data)                                     2000               1999
---------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                   <C>
Interest Income:                                                             (unaudited)         (unaudited)
Interest and fees on loans                                                  $     42,386          $   38,167
Interest and dividends on investments                                             17,607              13,704
---------------------------------------------------------------------------------------------------------------
                                                                                  59,993              51,871
---------------------------------------------------------------------------------------------------------------
Interest Expense:
Interest on deposits                                                              19,888              19,560
Interest on borrowings                                                            18,604               7,852
---------------------------------------------------------------------------------------------------------------
                                                                                  38,492              27,412
---------------------------------------------------------------------------------------------------------------
Net interest income                                                               21,501              24,459
Provision for loan losses                                                            700                 300
---------------------------------------------------------------------------------------------------------------
Net interest income after provision for loan losses                               20,801              24,159
---------------------------------------------------------------------------------------------------------------
Non-Interest Income:
Service charges on deposit accounts                                                3,662               3,293
Net gain on sales of loans                                                         1,343               2,046
Net (loss) gain on sales of investments available-for-sale                           (5)                 789
Net gain on real estate transactions                                               1,013                  --
Other income                                                                       4,280               2,131
---------------------------------------------------------------------------------------------------------------
                                                                                  10,293               8,259
---------------------------------------------------------------------------------------------------------------
Operating Expenses:
Employee compensation and benefits                                                10,769               9,548
Occupancy and equipment                                                            5,167               4,912
Professional fees                                                                    674                 325
Advertising and promotion                                                            242                 397
Communications                                                                     1,066                 558
Insurance                                                                            398                 418
Data processing                                                                    1,683                 971
Other                                                                              3,853               2,767
---------------------------------------------------------------------------------------------------------------
                                                                                  23,852              19,896
---------------------------------------------------------------------------------------------------------------
Income before income taxes                                                         7,242              12,522
Income tax expense                                                                 2,527               4,487
---------------------------------------------------------------------------------------------------------------
Net income and income applicable to common stock                            $      4,715          $    8,035
---------------------------------------------------------------------------------------------------------------
Per share data:
Basic earnings                                                              $       0.10          $     0.16
Diluted earnings                                                            $       0.10          $     0.16
Dividends                                                                   $       0.06          $     0.06
---------------------------------------------------------------------------------------------------------------
Weighted average common shares and common stock equivalents outstanding:
Basic                                                                             48,579              50,632
Diluted                                                                           48,888              51,201
---------------------------------------------------------------------------------------------------------------
See notes to condensed consolidated financial statements
===============================================================================================================
</TABLE>


                                        3
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
REPUBLIC SECURITY FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
============================================================================================================
                                                                                Nine Months Ended
                                                                                  September 30,
                                                                   -----------------------------------------
(amounts in thousands except per share data)                                     2000               1999
------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>             <C>
Interest Income:                                                             (unaudited)         (unaudited)
Interest and fees on loans                                                  $    121,544    $     117,680
Interest and dividends on investments                                             52,026           39,273
------------------------------------------------------------------------------------------------------------
                                                                                 173,570          156,953
------------------------------------------------------------------------------------------------------------
Interest Expense:
Interest on deposits                                                              57,044           62,873
Interest on borrowings                                                            48,613           20,251
------------------------------------------------------------------------------------------------------------
                                                                                 105,657           83,124
------------------------------------------------------------------------------------------------------------
Net interest income                                                               67,913           73,829
Provision for loan losses                                                          2,700            1,100
------------------------------------------------------------------------------------------------------------
Net interest income after provision for loan losses                               65,213           72,729
------------------------------------------------------------------------------------------------------------
Non-Interest Income:
Service charges on deposit accounts                                               10,238            9,258
Net gain on sales of loans                                                         2,872            4,361
Net gain on sales of investments available-for-sale                                  368              966
Net gain on real estate transactions                                               3,367            1,122
Other income                                                                      10,688            5,650
------------------------------------------------------------------------------------------------------------
                                                                                  27,533           21,357
------------------------------------------------------------------------------------------------------------
Operating Expenses:
Employee compensation and benefits                                                29,931           27,513
Occupancy and equipment                                                           14,799           14,198
Professional fees                                                                  1,513            1,244
Advertising and promotion                                                            764            1,053
Communications                                                                     2,910            1,834
Insurance                                                                          1,201            1,338
Data processing                                                                    4,307            2,488
Other                                                                             10,563            7,571
Merger expenses                                                                       --            2,381
------------------------------------------------------------------------------------------------------------
                                                                                  65,988           59,620
------------------------------------------------------------------------------------------------------------
Income before income taxes                                                        26,758           34,466
Income tax expense                                                                 9,185           12,425
------------------------------------------------------------------------------------------------------------
Net income and income applicable to common stock                            $     17,573    $      22,041
------------------------------------------------------------------------------------------------------------
Per share data:
Basic earnings                                                              $       0.36    $        0.44
Diluted earnings                                                            $       0.36    $        0.43
Dividends                                                                   $       0.18    $        0.18
------------------------------------------------------------------------------------------------------------
Weighted average common shares and common stock equivalents outstanding:
Basic                                                                             48,677           50,564
Diluted                                                                           49,063           51,191
------------------------------------------------------------------------------------------------------------
See notes to condensed consolidated financial statements
============================================================================================================
</TABLE>


                                        4
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
REPUBLIC SECURITY FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
============================================================================================================
                                                                               Three Months Ended
                                                                                  September 30,
                                                                   -----------------------------------------
(amounts in thousands)                                                           2000               1999
------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>             <C>
Interest Income:                                                             (unaudited)         (unaudited)
Net income                                                                  $      4,715    $       8,035
Other comprehensive income, net of tax:
    Unrealized gain (loss) on investments available-for-sale arising during
     the period, net of taxes of $2,493 and ($1,116) in 2000 and 1999,
     respectively.                                                                 4,242           (1,404)
    Reclassification adjustment for amounts realized on sale of investments
     included  in net income, net of taxes of $2 and ($292) in 2000 and 1999,          3             (497)
     respectively.
------------------------------------------------------------------------------------------------------------
Comprehensive income                                                        $      8,960    $       6,134
------------------------------------------------------------------------------------------------------------
                                                                                Nine Months Ended
                                                                                  September 30,
                                                                   -----------------------------------------
(amounts in thousands)                                                           2000               1999
------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>             <C>
Interest Income:                                                             (unaudited)         (unaudited)
Net income                                                                  $     17,573    $      22,041
Other comprehensive income, net of tax:
    Unrealized gain (loss) on investments available-for-sale arising during
     the period, net of taxes of $3,288 and ($7,664) in 2000 and 1999,
     respectively.                                                                 5,831          (12,441)
    Reclassification adjustment for amounts realized on sale of investments
     included in net income, net of taxes of ($136) and ($357) in 2000 and
     1999, respectively.                                                            (232)            (609)
------------------------------------------------------------------------------------------------------------
Comprehensive income                                                        $     23,172    $       8,991
------------------------------------------------------------------------------------------------------------
See notes to condensed consolidated financial statements
============================================================================================================
</TABLE>


                                        5
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
REPUBLIC SECURITY FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
========================================================================================================================
                                                                                                           Accumulated
                                                                        Additional                        Comprehensive
                                                          Common         Paid-in           Retained       Income (Loss),
(amounts in thousands except share data)                   Stock         Capital           Earnings       Net of Taxes
------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>            <C>                <C>              <C>
Balance December 31, 1998                            $      497     $      128,044     $      77,732    $      1,705
------------------------------------------------------------------------------------------------------------------------
Exercise of stock options - 1,071,290 shares                 11              5,613
Purchase of treasury stock - 1,052,000 shares               (11)            (8,726)
Cash dividends                                                                               (11,978)
Cash dividends paid by pooled company                                                           (289)
Net income                                                                                    29,469
Changes in accumulated other comprehensive
    income (loss), net of taxes                                                                              (21,405)
------------------------------------------------------------------------------------------------------------------------
Balance December 31, 1999                                   497            124,931            94,934         (19,700)
------------------------------------------------------------------------------------------------------------------------
Purchase of treasury stock - 1,287,500 shares               (13)            (9,237)
Issuance of stock for the purchase of NHI -                   2              1,048
170,385 shares
Cash dividends                                                                                (8,753)
Net income                                                                                    17,573
Changes in accumulated other comprehensive
    income (loss), net of taxes                                                                                5,599
------------------------------------------------------------------------------------------------------------------------
Balance September 30, 2000 (unaudited)               $      486     $      116,742     $     103,754    $    (14,101)
------------------------------------------------------------------------------------------------------------------------
See notes to condensed consolidated financial statements
========================================================================================================================
</TABLE>


                                        6
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
REPUBLIC SECURITY FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
======================================================================================================================
                                                                                         Nine Months Ended
                                                                                           September 30,
                                                                              ----------------------------------------
(amounts in thousands)                                                           2000                     1999
----------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                   <C>
Operating Activities:                                                        (unaudited)            (unaudited)
Net income                                                                  $     17,573          $         22,041
Adjustments to reconcile net income to net cash provided by
  operating activities:
Provision for loan losses                                                          2,700                     1,100
Depreciation and amortization                                                      7,497                     6,439
Amortization of deferred loan fees and costs                                         407                       440
Net gain on sales of loans                                                        (2,872)                   (4,361)
Proceeds from loan sales, net                                                     38,727                   149,970
Net gain on sales of investments available-for-sale                                 (368)                     (966)
Other - net                                                                       20,056                      (218)
----------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                         83,720                   174,445
----------------------------------------------------------------------------------------------------------------------
Investing Activities:
Cash and cash equivalents acquired in branch purchase                                 --                    24,694
Cash paid for acquired subsidiaries                                               (8,550)                   (6,814)
Purchase of investments available-for-sale                                      (188,815)                 (234,584)
Purchase of investments held to maturity                                              --                  (147,999)
Proceeds from sales of investments available-for-sale                             95,296                   189,538
Principal payments on securities                                                  67,729                   109,858
Loans purchased for investment                                                  (175,609)                 (167,478)
Net (increase) decrease in loans                                                 (34,407)                  164,925
Net sales (purchases) of property and equipment                                    1,751                   (16,277)
Other - net                                                                       14,101                      (494)
----------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities                                           (228,504)                  (84,631)
----------------------------------------------------------------------------------------------------------------------
Financing Activities:
Net decrease in demand deposits, NOW accounts, Money Market accounts and
savings accounts                                                                 (23,743)                  (22,312)
Net decrease in time deposits                                                    (27,940)                 (242,556)
Purchase of treasury stock, at cost                                               (9,250)                       --
(Decrease) increase in FHLB advances and other borrowings                       (131,117)                  105,250
Purchase of senior debentures                                                         --                    (4,612)
Net increase in securities sold under agreements to repurchase                   360,318                    99,021
Cash dividends                                                                    (8,753)                   (9,244)
Other - net                                                                           --                     5,190
----------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities                              159,515                   (69,263)
----------------------------------------------------------------------------------------------------------------------
Increase in cash and cash equivalents                                             14,731                    20,551
Cash and cash equivalents at beginning of period                                 117,850                   181,141
----------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                  $    132,581          $        201,692
----------------------------------------------------------------------------------------------------------------------
Supplemental Disclosure of Cash Flow Information:
Cash paid for income taxes                                                  $      7,150          $          9,675
Cash paid for interest on deposits and other borrowings                     $    103,668          $         82,329
----------------------------------------------------------------------------------------------------------------------
See notes to condensed consolidated financial statements
======================================================================================================================
</TABLE>


                                       7
<PAGE>

            REPUBLIC SECURITY FINANCIAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2000

1.       Basis of Presentation

                  The accompanying unaudited condensed consolidated financial
         statements include the accounts of Republic Security Financial
         Corporation ("Republic") and its wholly-owned subsidiary, Republic
         Security Bank ("the Bank"), as well as the Bank's wholly owned
         subsidiaries, RS Maritime Corporation d/b/a First New England Financial
         ("FNEF"), Spectrum Financial Corporation ("Spectrum"), Republic
         Security Insurance Agency ("RSIA"), and RSAM Holdings, Inc.
         (collectively, the "Company"). All significant intercompany balances
         and transactions have been eliminated in consolidation. 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 financial position of the Company as of
         September 30, 2000 and December 31, 1999, and the results of its
         operations and comprehensive income for the three and nine months ended
         September 30, 2000 and 1999 and its cash flows for the nine 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 and nine months
         ended September 30, 2000 are not necessarily indicative of the results
         that may be expected for the year ending December 31, 2000. For further
         information, refer to the consolidated financial statements and
         footnotes thereto included in the Company's annual report on Form 10-K
         for the year ended December 31, 1999.

                  The statement of financial condition at December 31, 1999 has
         been derived from the audited financial statements at that date but
         does not include all of the information required by generally accepted
         accounting principles for complete financial statements.

                  In addition to the accounts and results of operations of the
         Company, the condensed consolidated financial statements also include
         the accounts and results of operations of National Horizon, Inc.,
         ("NHI") since Republic acquired the stock of this company and merged it
         into the FNEF subsidiary on April 28, 2000 and the accounts and results
         of operations of Spectrum since the Bank acquired the net assets of
         this specialized financial services company on May 5, 2000.

2.       Non-Performing Assets and Allowance for Loan Losses

                  At September 30, 2000, the Bank had $10.2 million in
         non-performing assets (loans 90 days or more past due, other real
         estate owned and repossessed assets) compared to $18.4 million at
         December 31, 1999. The provision for loan losses was $0.7 million and
         $0.3 million for the three months ended September 30, 2000 and 1999,
         respectively.

                  Although management uses its best judgment 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


                                       8
<PAGE>

            REPUBLIC SECURITY FINANCIAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

         collateral securing such loans. Accordingly, management has established
         an allowance for loan losses which totaled $22.8 million and $22.3
         million at September 30, 2000 and December 31, 1999, respectively.

                  The allowance for loan losses is maintained at a level
         believed adequate by management to absorb estimated probable loan
         losses inherent in the loan portfolio. Management's periodic evaluation
         of the adequacy of the allowance is based on the Bank'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.

           An analysis of changes in the allowance for loan losses is
                             summarized as follows:
<TABLE>
<CAPTION>
         -------------------------------------------------------------------------------------------------------
                                                                                            Nine Months Ended
                                                                                              September 30,
         (in thousands)                                                                           2000
         -------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>
         Beginning balance                                                                   $        22,301

         Reserves acquired in connection with purchase of loans                                        1,929

         Provision for losses                                                                          2,700

         Recoveries                                                                                    1,031

         Charge-offs                                                                                  (5,210)
         -------------------------------------------------------------------------------------------------------
         Ending balance                                                                      $        22,751
         =======================================================================================================
</TABLE>

3.       Off-Balance Sheet Financial Agreements and Commitments

                  The Bank entered into an interest rate cap agreement on June
         1, 2000. This financial agreement, frequently called an interest rate
         derivative, is used to help manage the Bank's exposure to changes in
         interest rates. The interest rate cap is used as a means of mitigating
         the effects of further interest margin compression should there be
         further increases in market interest rates. The notional amount of the
         cap at September 30, 2000 was $250.0 million. The adoption of SFAS No.
         133 "Accounting for Derivative Instruments and Hedging Activities" in
         fiscal 2001, which requires derivative instruments to be carried at
         their fair value on the balance sheet, is not expected to have a
         material impact on the financial condition, operations or cash flows of
         the Company.

                  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 creditworthiness on a case by case
         basis. The amount of collateral obtained, if deemed necessary by the
         Bank, upon an extension of credit is based on management's credit
         evaluation of the counter party.

                  At September 30, 2000, the Bank had adjustable rate
         commitments to extend credit of approximately $312.4 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.


                                       9
<PAGE>

            REPUBLIC SECURITY FINANCIAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4.       Contingent Liabilities

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

5.       Earnings  per Common Share

         The following table sets forth the computation of basic and diluted
         earnings per share:
<TABLE>
<CAPTION>
          -------------------------------------------------------------------------------------------------------
                                                                  Three Months Ended       Nine Months Ended
                                                                    September 30,            September 30,
                                                                 ---------------------     ------------------
          (amounts in thousands except per share data)             2000          1999       2000       1999
          -------------------------------------------------------------------------------------------------------
          Numerator:                                                 (unaudited)              (unaudited)
<S>                                                              <C>         <C>       <C>            <C>
          Net income - numerator for basic and diluted
          earnings per share                                     $   4,715    $ 8,035  $  17,573     $ 22,041
          =======================================================================================================
          Denominator:
          Denominator for basic earnings per share - weighted
          average shares                                            48,579     50,632     48,677       50,564
          Effect of dilutive securities - employee stock options       309        569        386          627
          -------------------------------------------------------------------------------------------------------
          Denominator for diluted earnings per share                48,888     51,201     49,063       51,191
          =======================================================================================================
          Basic earnings per share                               $    0.10    $  0.16  $    0.36     $   0.44
          Diluted earnings per share                             $    0.10    $  0.16  $    0.36     $   0.43
          =======================================================================================================
</TABLE>

                  At September 30, 2000, 2,645,850 stock options at a weighted
         average exercise price of $8.55 were outstanding that could potentially
         dilute earnings per share in future periods, but which were not
         included in the computation of diluted earnings per share for the three
         months ended September 30, 2000. The effect of these shares is
         antidilutive to diluted earnings per share for the three months ended
         September 30, 2000. At September 30, 2000, 2,442,636 stock options at a
         weighted average exercise price of $8.84 were outstanding that could
         potentially dilute earnings per share in future periods, but which were
         not included in the computation of diluted earnings per share for the
         nine months ended September 30, 2000. The effect of these shares is
         antidilutive to diluted earnings per share for the nine months ended
         September 30, 2000.

                  During the fourth quarter of fiscal 1999, the Company's Board
         of Directors authorized a common stock repurchase program of up to 2.0
         million shares or approximately 4% of the Company's shares outstanding
         at that time. On March 22, 2000, the Company's Board of Directors
         approved the repurchase of up to an additional 2.0 million shares or
         approximately 4% of the Company's outstanding shares under the program.
         The company repurchases the shares at its discretion in the open market
         and/or through privately negotiated transactions. During the fourth
         quarter of 1999 and through June 30, 2000, the Company repurchased an
         aggregate of 2.3 million of its shares under this program. Pursuant to
         the agreement entered into with Wachovia Corporation (see Note 6) the
         Company has agreed not to repurchase any of its shares.


                                       10
<PAGE>

            REPUBLIC SECURITY FINANCIAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

6.       Subsequent Events

                  On October 29, 2000, RSFC signed a definitive agreement to be
         acquired by Wachovia Corporation ("Wachovia"). The total purchase price
         will be $344.0 million in Wachovia common shares. The agreement
         provides for a tax-free exchange of Wachovia common shares for RSFC
         common shares with a minimum exchange ratio of .1245 and a maximum of
         .1521 Wachovia common shares for each RSFC share, resulting in a
         current valuation of $7.00 for each RSFC share. Reference is made to
         the Company's filing on Form 8-K, filed on November 8, 2000, with
         reference to the merger with Wachovia. The transaction is subject to
         regulatory and shareholder approvals and is expected to close in the
         first quarter of 2001.

                  On October 10, 2000, the Bank executed a definitive agreement
         with TIB Financial Corporation to sell the loans, deposits, real estate
         and other fixed assets associated with two branches located in
         Homestead, Florida. The transaction is subject to regulatory approval
         and is expected to be completed by year end.


                                       11
<PAGE>

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

    Comparison of the Three and Nine Months ended September 30, 2000 and 1999

         Results of Operations

                  The Company's net income for the three months ended September
         30, 2000 was $4.7 million or $0.10 basic and diluted earnings per
         common share, compared to $8.0 million or $0.16 basic and diluted
         earnings per common share for the three months ended September 30,
         1999. Net interest income decreased $3.0 million for the three months
         ended September 30, 2000 compared to the three months ended September
         30, 1999 primarily due to an increase in the cost of interest-bearing
         liabilities. Non-interest income increased $2.0 million or 25%, while
         operating expenses increased $4.0 million or 20% for the three months
         ended September 30, 2000 compared to the three months ended September
         30, 1999. The Company's net income for the nine months ended September
         30, 2000 was $17.6 million or $0.36 basic and diluted earnings per
         common share, compared to $22.0 million or $0.44 basic earnings per
         common share and $0.43 diluted earnings per common share for the nine
         months ended September 30, 1999. Net interest income decreased $5.9
         million for the nine months ended September 30, 2000 compared to the
         nine months ended September 30, 1999 due to an increase in the cost of
         interest-bearing liabilities. Non-interest income increased $6.2
         million or 29% while operating expenses (excluding merger expenses)
         increased $8.7 million or 15% for the nine months ended September 30,
         2000 compared to the nine months ended September 30, 1999.

         Net Interest Income

                  The $3.0 million decrease in net interest income for the three
         months ended September 30, 2000 compared to the three months ended
         September 30, 1999 is due to an increase of $11.1 million in interest
         expense offset by an increase of $8.1 million in interest income.
         Approximately $5.2 million of the increase in interest income is
         attributable to an increase of $280.8 million in interest-earning
         assets and approximately $2.9 million of the increase is due to a 38
         basis points increase in yield on interest-earning assets. The average
         outstanding principal balance of loans increased $111.5 million and
         average investments increased $171.8 million during the three months
         ended September 30, 2000 compared to the three months ended September
         30, 1999, which was offset in part by a $2.5 million reduction in the
         average outstanding interest-earning cash balance during the three
         months ended September 30, 2000 compared to the three months ended
         September 30, 1999.

                  The $11.1 million increase in interest expense for the three
         months ended September 30, 2000 compared to the three months ended
         September 30, 1999 is comprised of approximately $4.2 million
         attributable to an increase of $372.4 million in interest-bearing
         liabilities and approximately $6.9 million due to an increase of 99
         basis points in the cost of interest-bearing liabilities. The increase
         in the cost of interest-bearing liabilities is due to the effect of
         increases in market interest rates totaling 125 basis points since
         September 1999. Net interest margin decreased 71 basis points to 2.80%
         for the three months ended September 30, 2000 compared to 3.51% for the
         three months ended September 30, 1999. Net interest spread decreased 65
         basis points to 2.27% for the three months ended September 30, 2000
         compared to 2.92% for the three months ended September 30, 1999. The
         decrease in net interest margin is primarily due to the increased cost
         of funds attributable to the effect of increases in market interest
         rates and the purchase of approximately $50.0 million of bank-owned
         life insurance which generates fee income rather than interest income.
         Management expects further margin compression throughout the year 2000
         due to the increases in interest rates by the Federal Reserve made in
         the first and second quarters of 2000. Future Federal Reserve interest
         rate hikes throughout the remainder of the year would also increase
         margin compression.

                  The $5.9 million decrease in net interest income for the nine
         months ended September 30, 2000 compared to the nine months ended
         September 30, 1999 is due to an increase of $22.5 million in interest
         expense offset by an increase of $16.6 million in interest income.
         Approximately $11.0 million of the increase in interest income is
         attributable to an increase of $197.3 million in interest-earning
         assets and approximately $5.6 million of the increase is due to an
         increase of 25 basis points in yield on interest-earning assets. The
         $22.5 million increase in interest expense for the nine months ended
         September 30, 2000 is comprised of approximately $10.0 million
         attributable to an increase of $291.7 million in interest-bearing
         liabilities and approximately $12.5 million attributable to an increase
         of 62 basis points in the cost of interest-bearing liabilities.


                                       12
<PAGE>

         Provision for Loan Losses

                  The provision for loan losses increased $0.4 million for the
         three months ended September 30, 2000 compared to the three months
         ended September 30, 1999. The increase in the provision was due to loan
         growth and management's assessment of the characteristics of the Bank's
         loan portfolio.

         Non-Interest Income

                  Non-interest income increased $2.0 million for the three
         months ended September 30, 2000 compared to the three months ended
         September 30, 1999. The increase is due to a $2.1 million increase in
         other income, attributable primarily to $0.9 million earned on the
         Bank's bank-owned life insurance and $1.2 million generated by the
         acquired subsidiaries, FNEF, NHI and Spectrum. Also contributing to the
         increase in non-interest income were increases in service charges on
         deposit accounts of $0.4 million, primarily due to an increased volume
         in transaction accounts and an increase in the usage of products
         subject to service charges, as well as the results of the Bank's
         establishment of a cash management department in 1999 to enhance and
         sell cash management services to business customers. These increases
         were offset by a net decrease in gains on the sale of loans,
         investments and real estate of $0.5 million.

                  Non-interest income increased $6.2 million for the nine months
         ended September 30, 2000 compared to the nine months ended September
         30, 1999. The increase is due to a $5.0 million increase in other
         income, attributable primarily to $2.4 million earned on the Bank's
         bank-owned life insurance, $0.4 million additional gain on the First
         Palm Beach Bancorp's pension plan which was terminated in 1999 and
         approximately $1.9 million generated from the acquired subsidiaries,
         FNEF, NHI and Spectrum. Also contributing to the increase in
         non-interest income were increases in service charges on deposit
         accounts of $1.1 million, primarily due to an increased volume in
         transaction accounts and an increase in the usage of products subject
         to service charges.

         Operating Expenses

                  Total operating expenses increased $4.0 million for the three
         months ended September 30, 2000 compared to the three months ended
         September 30, 1999. The increase in operating expenses is primarily due
         to increases in employee compensation and benefits, communication, data
         processing and other expenses, which increased $1.2 million, $0.5
         million, $0.7 million and $1.1 million, respectively. Approximately
         $0.4 million of the increase in employee compensation and benefits is
         attributable to average annual salary increases of 4% and approximately
         $0.8 million of the increase is attributable to the acquired
         subsidiaries, FNEF, NHI and Spectrum. Costs associated with
         communication and data processing expenses increased as a direct result
         of adding the operations of acquired businesses and the Bank's overall
         growth. Other operating expenses increased $1.1 million, which relates
         primarily to director retirement plans, outside services, courier
         expenses, correspondent bank charges and printing and supplies
         expenses. These increases are a direct result of the Bank's overall
         growth, along with ordinary cost increases. The growth of the Bank's
         operations included adding new trust services offices and new business
         banking locations. The remaining $0.4 million of the increase is
         directly related to the acquisitions of the FNEF marine loan operation,
         NHI and the Spectrum financial services company.

                  Total operating expenses (excluding merger related expenses of
         $2.4 million incurred in March, 1999), increased $8.7 million for the
         nine months ended September 30, 2000 compared to the nine months ended
         September 30, 1999. The increase in operating expenses is primarily due
         to increases in employee compensation and benefits, communication, data
         processing and other expenses, which increased $2.4 million, $1.1
         million, $1.8 million and $3.0 million, respectively. The increase in
         employee compensation and benefits is attributable, in part, to average
         annual salary increases of 4% and approximately $1.7 million of the
         increase is attributable to the acquired subsidiaries, FNEF, NHI and
         Spectrum. Costs associated with communication and data processing
         expenses increased as a direct result of adding the operations of
         acquired businesses and the Bank's overall growth. Also, approximately
         $0.9 million of the increase in data processing expenses for the nine
         months ended September 30, 2000 compared to the nine months ended
         September 30, 1999 is a direct result of the conversion of FPBB's in
         house data processing system to the Bank's outside data service bureau
         in late April of 1999. Other operating expenses also increased due
         primarily to the Bank's overall growth and franchise expansion, along
         with ordinary cost increases, which resulted in a $0.2 million increase
         in director retirement plans expense, a $0.2 million increase in
         outside services expense, a $0.3 million increase in courier expenses,
         a $0.3 million increase in printing and supplies


                                       13
<PAGE>

         expense and a $0.3 million increase in other operating expenses. The
         remaining $1.1 million of the increase is directly related to the
         acquisitions of the FNEF marine loan operation, NHI and the Spectrum
         financial services company.

         Provision for Income Taxes

                  Income tax expense decreased $2.0 million for the three months
         ended September 30, 2000 compared to the three months ended September
         30, 1999 due to a decrease in income before income taxes of $5.3
         million. The provision for income taxes decreased $3.2 million for the
         nine months ended September 30, 2000 compared to the nine months ended
         September 30, 1999 due to a decrease in income before income taxes of
         $7.7 million, offset by a reduction in the effective tax rate. The
         decrease in the effective tax rate is due primarily to certain tax
         planning strategies that have been implemented by the Bank. In July
         1999, the Bank established an indirect subsidiary to hold certain
         assets in a real estate investment trust ("REIT"). The REIT was
         established to hold certain loan portfolios transferred from the Bank,
         currently comprised primarily of commercial loans secured by real
         estate. Interest earnings of the REIT are not subject to certain state
         income taxes.

         Loan Portfolio

                  The following table sets forth the composition of the Bank's
         loan portfolio by type (excluding loans held for sale) at the periods
         indicated:
<TABLE>
<CAPTION>
        ------------------------------------------------------------------------------------------------------------
                                                        September 30, 2000                  December 31, 1999
                                                      ------------------------             ---------------------
        (amounts in thousands)                          Amount       Percent              Amount        Percent
        ------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                  <C>        <C>                      <C>
        Type of Loan:
        Commercial real estate                       $     419,609        21%        $     400,168            22%
        Residential property                               878,615         43              856,443             46
        Construction                                        68,983          3               73,264              4
        Consumer                                           278,966         14              250,088             14
        Yacht                                              179,215          9              138,928              7
        Commercial business                                198,242         10              122,695              7
        ------------------------------------------------------------------------------------------------------------
             Total Loans                                 2,023,630       100%            1,841,586           100%
        ------------------------------------------------------------------------------------------------------------
        Less:
        Discounts, premiums and deferred loan fees          (5,169)                         (3,148)
        Allowance for loan losses                           22,751                          22,301
        ------------------------------------------------------------------------------------------------------------
             Total                                   $   2,006,048                    $  1,822,433
        ============================================================================================================
</TABLE>


         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 weighting, and other factors.


                                       14
<PAGE>
                  Quantitative measures established by regulation to ensure
         capital adequacy require Republic 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).

                  The following table shows the capital amounts and ratios of
         the Bank at September 30, 2000:
<TABLE>
<CAPTION>
        ------------------------------------------------------------------------------------------------------------
        (dollars in thousands)                                                Amount                 Ratio
        ------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                            <C>
        Total risk based capital                                     $       225,946                11.98%

        Tier 1 risk based capital                                    $       202,816                10.75%

        Leverage capital                                             $       202,816                 6.10%
        ============================================================================================================
</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 September 30, 2000, the Bank
         exceeded each of the regulatory capital requirements and was considered
         a "well capitalized" institution for regulatory purposes.

                  To the extent that the demand for loan funds exceeds cash
         available from deposits, the Bank may borrow funds from the Federal
         Home Loan Bank of Atlanta, draw on lines of credit with commercial
         banks, enter into repurchase agreements or acquire brokered deposits.
         Cash and cash equivalents increased by approximately $14.7 million
         during the nine months ended September 30, 2000. (See "Financial
         Condition").

         Financial Condition

                  Total assets increased approximately $204.8 million during the
         nine months ended September 30, 2000 due primarily to increases of
         $14.7 million in cash and cash equivalents, $166.9 million in total net
         loans, $35.9 million in investments and $2.4 million in goodwill,
         offset by decreases of $5.5 million in Federal Home Loan Bank ("FHLB")
         stock, $2.9 million in bank-owned life insurance, $1.9 million in
         deferred taxes, net and $5.4 million in other assets. The increase in
         loans is primarily due to the purchase of $53.5 million in commercial
         real estate loans, $77.5 million in residential mortgage loans and
         $43.0 million in consumer loans, $369.8 million in loan production and
         approximately $63.7 million in yacht loans originated by FNEF, offset
         by $64.8 million in loan sales, with the remainder attributable to loan
         paydowns and payoffs. The increase in investments was funded with
         proceeds from leveraged borrowings under repurchase agreements, which
         is consistent with the Bank's strategy to increase overall income
         through growth opportunities. The increase in goodwill is the result of
         the acquisitions of NHI and Spectrum. In addition, approximately $14.3
         million in other assets were acquired with the acquisition of Spectrum,
         which was offset by decreases in various miscellaneous receivables of
         $19.7 million. The decrease in FHLB stock is attributable to a
         reduction in the outstanding balance of the Bank's advances from the
         FHLB. The FHLB requires member banks to invest in its stock based on
         each bank's level of outstanding borrowings with the FHLB.

                Total liabilities increased approximately $198.5 million due
        primarily to an increase of $360.3 million in borrowings associated with
        securities sold under agreements to repurchase ("repurchase
        agreements"), a $12.0 million increase in advances from borrowers for
        taxes and insurance, an increase of $4.4 million in bank drafts payable
        and an increase of $4.7 million in other liabilities, offset by
        decreases in total deposits and FHLB advances and other borrowings of
        $51.7 million and $131.1 million, respectively. The Company increased
        its borrowings under repurchase agreements and acquired $10.2 million in
        brokered certificates of deposit to fund the reduction in outstanding
        advances from the FHLB, the anticipated run-off of certificates of
        deposit, which totaled $27.9 million during the nine months ended
        September 30, 2000, and to fund lower yielding and non-interest bearing
        deposit run-off of approximately $23.7 million since December 31, 1999.
        In response to recent interest rate increases by the Federal Reserve and
        competition in the Bank's market area, the Bank has increased its
        deposit pricing; subsequent to the increase, the Bank has experienced a
        significant decrease in certificate of deposit run-off. The increase in
        repurchase agreements was also used to fund loan purchases, loan
        production, investment purchases and asset acquisitions. In order to
        manage the uncertainty inherent in its sources of funds, the Company
        continues to evaluate alternative funding sources and maintains and
        develops diversity and flexibility in the number and types of such
        sources.


                                       15
<PAGE>
       ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

                  As a bank holding company, Republic'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 financial instruments, 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 loan portfolio, concentrated primarily
         within Palm Beach, Martin, Broward, Dade, Lee and Hillsborough counties
         in Florida, is subject to risks associated with the local economy.

                  The Bank 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 and/or adjustable rate loans for
         its portfolio, use of off-balance sheet financial agreements,
         increasing or decreasing the relative amounts of long-term and
         short-term borrowings and deposits and/or purchasing commitments to
         sell loans.

                  The following table presents the Bank's exposure to interest
         rate risk at September, 2000:
<TABLE>
<CAPTION>
        ---------------------------------------------------------------------------------------------------------
                                                                    September 30, 2000/1/
                                               ------------------------------------------------------------------
                                                   One Year         1 to 3      3 to 5      Over 5
                                                    Or Less          Years       Years      Years      Total
                                               ------------------------------------------------------------------
                                                                    (dollars in thousands)
<S>                                               <C>           <C>          <C>         <C>       <C>
        Total interest-earning assets            $1,305,866    $846,145     $476,862    $486,810  $3,115,683

        Total interest-bearing liabilities        2,179,917     413,020       27,441     172,995   2,793,373
                                                  ----------   ---------    ---------   ---------   ---------
        Interest rate sensitivity gap             ($874,051)   $433,125     $449,421    $313,815    $322,310
                                                  ==========   =========    =========   =========   =========

        Cumulative interest rate sensitivity gap  ($874,051)  ($440,926)      $8,495    $322,310
                                                  ==========  ==========       ======    ========
        Cumulative interest rate sensitivity
        gap as a percent of total assets            ( 25.87)%    (13.05)%       0.25%       9.54%
                                                  ==========  ==========       ======    ========
        =========================================================================================================
</TABLE>
     /1/ In preparing the table above, 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, High yield checking and High yield savings
         account balances are included in one year or less. Fifty percent of NOW
         and regular savings account deposits are included in one year or less,
         and the remaining fifty percent are included in the greater than five
         year category. 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 Bank.
         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.

                  In addition to the above, the Bank was committed to fund
         $312.4 million in new loans and $69.8 million in construction
         loans-in-process at September 30, 2000. 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 to measure and reduce the effects that interest rate
         fluctuations have on income.

                  At September 30, 2000, the Bank's one-year, cumulative
         interest rate sensitivity gap as a percentage of total assets was
         (25.9)%, which reflects a slight increase from (22.2)% at December 31,
         1999.

                                       16
<PAGE>

                  The current potential changes in future earning relating to
         financial assets and liabilities as of September 30, 2000 are as
         follows:

<TABLE>
<CAPTION>
        -----------------------------------------------------------------------------------------------------------
                                                                               Potential Change in Future Earnings
                                                                                            Year 1
        -----------------------------------------------------------------------------------------------------------
<S>                                                                                                    <C>
        Interest Rate Change in Basis Points:
        + 100                                                                                          (6.30)%
        - 100                                                                                            4.96%
        ===========================================================================================================
</TABLE>


         The most significant assumptions used in this simulation concern the
         repricing rates of demand and other non-maturity deposits and loan
         prepayment rates. In both an increasing and decreasing rate
         environment, money market accounts are assumed to have the following
         lag characteristics: the Bank will recognize 25 percent of the rate
         change at six months. High yield savings and checking accounts will
         recognize 100 percent of the rate change one month after the change in
         market rate. NOW and regular savings deposit accounts are considered to
         be non-interest rate sensitive. Loan 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 that may react in different degrees
         to changes in market interest rates.

                  In addition to the above, the Bank has entered into an
         interest rate derivative contract known as a "cap" to help protect the
         Bank's interest margin in periods of rising rates, the impact of which
         is reflected in the change in future earnings in the rising rate
         scenario (see Note 3). The potential changes in future earnings shown
         above are within the Bank's interest rate risk policy limits.


                                       17
<PAGE>

     PART II - OTHER INFORMATION

     ITEM 1:  Legal Proceedings

              Neither Republic 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 operations of the
              Company.

     ITEM 2:  Changes in Securities and Use of Proceeds

              Not applicable.

     ITEM 3:  Defaults Upon Senior Securities

              Not applicable.

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

              Not applicable.

     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:

                   3.2(a) Bylaws of the Company (incorporated by reference to
                          the Exhibits to Form S-1 Registration Statement
                          initially filed August 7, 1985, File No. 2-99505)

                   3.2(b) Amendments to Bylaws of the Company (incorporated by
                          reference to Exhibit 3.2(b) to the Company's Form 10-K
                          filed on March 25, 1999)

                   3.2(c) Amendments to Bylaws of the Company (incorporated by
                          reference to Exhibit 3.2(c) to the Company's Form 10-K
                          filed on March 23, 2000)

                   3.2(d) RESOLVED, that Section 3.03 of the Company's By-laws
                          be amended, effective immediately prior to the
                          Annual Meeting of Shareholders on April 26, 2000, by
                          deleting the first sentence thereof in its entirety
                          and substituting the following therefore:

                               The Board of Directors shall consist of
                               fourteen directors.

                   3.2(e) RESOLVED, that Section 3.03 of the Company's By-laws
                          be amended, effective  at the close of business on
                          August 23, 2000, by deleting the first sentence
                          thereof in its entirety and substituting the following
                          therefore:

                               The Board of Directors shall consist of
                               thirteen directors.



                       27 Financial Data Schedule (for SEC use only)

              (b)  During the three months ended September 30, 2000, the
                   Company filed a Current Report on Form 8-K dated July 14,
                   2000, reporting its earnings for the quarter ended June 30,
                   2000.

                                       18
<PAGE>


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:  November 14, 2000               /s/Richard J. Haskins
                                       -----------------------------------------
                                       Richard J. Haskins
                                       Senior Executive Vice President & CFO
                                       (Principal Financial Officer)




Date:  November 14, 2000               /s/Mark P. Snelling
                                       -----------------------------------------
                                       Mark P. Snelling
                                       Vice President/Controller
                                       (Duly Authorized Officer)


                                       19
<PAGE>

                                 EXHIBIT INDEX

EXHIBIT NO.        EXHIBIT DESCRIPTION
-----------        -------------------

    27             Financial Data Schedule