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 June 30, 1999

                                       OR

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

         For the transition period from ____________ to  __________________

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

                     REPUBLIC SECURITY FINANCIAL CORPORATION
                     ---------------------------------------
             (Exact name of registrant as specified in its charter)

 FLORIDA                                     59-2335075
 --------                                   ---------------------
 (State or other jurisdiction of            (I.R.S. Employer
 incorporation or organization)              Identification No.)


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

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

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


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


Class                                   Outstanding as of August 6 , 1999
-----                                   ---------------------------------
Common Stock                            50,585,417
par value $.01 per share


<PAGE>



             REPUBLIC SECURITY FINANCIAL CORPORATION AND SUBSIDIARY

                                      INDEX


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


PART I:      FINANCIAL INFORMATION

Item 1:      Financial Statements:
             Condensed Consolidated Statements of Financial Condition
             June 30, 1999 and December 31, 1998..............................................................2

             Condensed Consolidated Statements of Income for the
             three months ended June 30, 1999 and 1998........................................................3

             Condensed Consolidated Statements of Income for the
             six months ended June 30, 1999 and 1998..........................................................4

             Condensed Consolidated Statements of Comprehensive Income for the
             three and six months ended June 30, 1999 and 1998................................................5

             Condensed Consolidated Statements of Shareholders' Equity
             for the six months ended June 30, 1999 and the year ended December 31, 1998......................6

             Condensed Consolidated Statements of Cash Flows for the
             six months ended June 30, 1999 and 1998..........................................................7

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

Item 2:      Management's Discussion and Analysis of Financial Condition and
             Results of Operations...........................................................................11

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  Republic  Security
Financial Corporation, its wholly-owned subsidiary,  Republic Security Bank and,
for the period beginning July 30, 1999, the Bank's wholly-owned  subsidiary,  RS
Maritime  Corporation  d/b/a  First  New  England  Financial,  operate;  general
economic conditions, changes in interest rates, deposit flows, loan demand, real
estate values, and competition;  changes in accounting principles,  policies, or
guidelines;   changes  in  legislation  or  regulation;   and  other   economic,
competitive, governmental, regulatory, and technological factors that affect the
Company's operations,  pricing,  products, and services.  Other factors, such as
the  general  state of the  economy,  could  also cause  actual  results to vary
materially from the future results covered in such  forward-looking  statements.
Accordingly,  any such  statements  are qualified in their entirety by reference
to, and are  accompanied by, the above  mentioned  important  factors that could
cause the Company's actual results to differ  materially from those contained in
the  forward-looking  statements  of the  Company  made by or on  behalf  of the
Company.

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


                                        1

<PAGE>



PART I - FINANCIAL INFORMATION
ITEM 1:
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
======================================================================================================================
                                                                                           June 30,      December 31,
(amounts in thousands except share and per share data)                                        1999               1998
---------------------------------------------------------------------------------- ----------------- -----------------
<S>                                                                                      <C>              <C>
Assets                                                                                     (unaudited)
Cash and amounts due from depository institutions                                            $65,930           $46,575
Interest-bearing deposits in other financial institutions                                    146,474           114,471
Federal funds sold                                                                             7,802             1,120
---------------------------------------------------------------------------------- ----------------- -----------------
     Cash and cash equivalents                                                               220,206           162,166
Investments available-for-sale                                                               685,849           722,913
Investments held to maturity (Market value of $146,848 and $6,422 at
     June 30, 1999 and December 31, 1998, respectively)                                      151,816             6,363
Loans receivable - net                                                                     1,755,894         1,959,300
Loans held for sale (Market value of $102,840 and $16,272 at June 30, 1999
     and December 31, 1998, respectively)                                                    101,520            16,000
Property and equipment - net                                                                  63,310            51,008
Other real estate owned - net                                                                  3,669             2,463
Federal Home Loan Bank Stock                                                                  29,814            23,754
Goodwill - net                                                                                11,617            11,961
Accrued interest receivable                                                                   16,402            15,378
Other assets                                                                                  43,527            36,426
---------------------------------------------------------------------------------- ----------------- -----------------
Total                                                                                     $3,083,624        $3,007,732
================================================================================== ================= =================
Liabilities and Shareholders' Equity
Liabilities:
Deposits                                                                                  $2,213,790        $2,304,855
Federal Home Loan Bank advances and other borrowings                                         456,630           410,368
Securities sold under agreements to repurchase                                               112,193             9,144
Senior debentures, net of unamortized issuance costs                                          25,594            27,518
Advances from borrowers for taxes and insurance                                               22,695             7,677
Bank drafts payable                                                                           19,426            27,706
Other liabilities                                                                             23,829            22,062
---------------------------------------------------------------------------------- ----------------- -----------------
Total liabilities                                                                          2,874,157         2,809,330
---------------------------------------------------------------------------------- ----------------- -----------------
Commitments and contingencies
Shareholders' equity:
Common  stock $.01 par value;  500,000,000  shares  authorized;  50,568,990  and
   47,370,265 shares issued and outstanding at
   June 30, 1999 and December 31, 1998, respectively                                             506               474
Additional paid-in capital                                                                   132,718           120,800
Retained earnings                                                                             85,687            75,423
Accumulated other comprehensive (loss) income, net of taxes                                  (9,444)             1,705
---------------------------------------------------------------------------------- ----------------- -----------------
Total shareholders' equity                                                                   209,467           198,402
---------------------------------------------------------------------------------- ----------------- -----------------
Total                                                                                     $3,083,624        $3,007,732
================================================================================== ================= =================
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>


                                        2

<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
================================================================================================  ====================
                                                                                               Three Months Ended
                                                                                                     June 30,
(amounts in thousands except per share data)                                                1999                  1998
                                                                                                            (restated)
-------------------------------------------------------------------------  ---------------------  --------------------
<S>                                                                               <C>                  <C>
Interest Income:                                                                     (unaudited)           (unaudited)
Interest and fees on loans                                                               $39,622               $38,114
Interest and dividends on investments                                                     13,171                13,005
-------------------------------------------------------------------------  ---------------------  --------------------
                                                                                          52,793                51,119
-------------------------------------------------------------------------  ---------------------  --------------------
Interest Expense:
Interest on deposits                                                                      20,726                23,152
Interest on borrowings                                                                     6,641                 6,298
-------------------------------------------------------------------------  ---------------------  --------------------
                                                                                          27,367                29,450
-------------------------------------------------------------------------  ---------------------  --------------------
Net interest income                                                                       25,426                21,669
Provision for loan losses                                                                    300                   380
-------------------------------------------------------------------------  ---------------------  --------------------
Net interest income after provision for loan losses                                       25,126                21,289
-------------------------------------------------------------------------  ---------------------  --------------------
Non-interest Income:
Service charges on deposit accounts                                                        2,848                 2,568
Net gain on sales of loans                                                                 1,363                   470
Net gain on sales of investments available-for-sale                                           81                 1,454
Other income                                                                               2,832                 1,556
-------------------------------------------------------------------------  ---------------------  --------------------
                                                                                           7,124                 6,048
-------------------------------------------------------------------------  ---------------------  --------------------
Operating Expenses:
Employee compensation and benefits                                                         8,955                10,159
Occupancy and equipment                                                                    4,864                 3,813
Professional fees                                                                            503                   786
Advertising and promotion                                                                    358                   850
Communications                                                                               561                   710
Insurance                                                                                    458                   511
Other                                                                                      3,342                 2,969
Merger expenses                                                                                                     50
-------------------------------------------------------------------------  ---------------------  --------------------
                                                                                          19,041                19,848
-------------------------------------------------------------------------  ---------------------  --------------------
Income before income taxes                                                                13,209                 7,489
Income tax expense                                                                         4,755                 2,835
-------------------------------------------------------------------------  ---------------------  --------------------
Net income                                                                                $8,454                $4,654
=========================================================================  =====================  ====================
Income  applicable to common stock                                                        $8,454                $4,604
=========================================================================  =====================  ====================
Per share data:
Basic  earnings                                                                            $0.17                 $0.10
Diluted earnings                                                                           $0.17                 $0.10
Dividends                                                                                  $0.06                 $0.05
-------------------------------------------------------------------------  ---------------------  --------------------
Weighted average common shares and common stock equivalents outstanding:
    Basic                                                                                 50,569                45,011
    Diluted                                                                               51,174                47,719
=========================================================================  =====================  ====================
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>

                                        3

<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
================================================================================================  ====================
                                                                                                Six Months Ended
                                                                                                     June 30,
(amounts in thousands except per share data)                                                1999                  1998
                                                                                                            (restated)
-------------------------------------------------------------------------  ---------------------  --------------------
<S>                                                                                <C>                   <C>
Interest Income:                                                                     (unaudited)           (unaudited)
Interest and fees on loans                                                               $79,513               $78,365
Interest and dividends on investments                                                     25,569                25,367
-------------------------------------------------------------------------  ---------------------  --------------------
                                                                                         105,082               103,732
-------------------------------------------------------------------------  ---------------------  --------------------
Interest Expense:
Interest on deposits                                                                      43,313                45,719
Interest on borrowings                                                                    12,399                13,733
-------------------------------------------------------------------------  ---------------------  --------------------
                                                                                          55,712                59,452
-------------------------------------------------------------------------  ---------------------  --------------------
Net interest income                                                                       49,370                44,280
Provision for loan losses                                                                    800                 3,293
-------------------------------------------------------------------------  ---------------------  --------------------
Net interest income after provision for loan losses                                       48,570                40,987
-------------------------------------------------------------------------  ---------------------  --------------------
Non-interest Income:
Service charges on deposit accounts                                                        5,965                 5,114
Net gain on sales of loans                                                                 2,315                 3,106
Net gain on sales of investments available-for-sale                                          177                 1,813
Other income                                                                               4,641                 3,250
-------------------------------------------------------------------------  ---------------------  --------------------
                                                                                          13,098                13,283
-------------------------------------------------------------------------  ---------------------  --------------------
Operating Expenses:
Employee compensation and benefits                                                        17,965                19,969
Occupancy and equipment                                                                    9,286                 7,349
Professional fees                                                                            919                 1,294
Advertising and promotion                                                                    656                 1,328
Communications                                                                             1,276                 1,321
Insurance                                                                                    920                 1,029
Other                                                                                      6,321                 5,679
Merger expenses                                                                            2,381                   153
-------------------------------------------------------------------------  ---------------------  --------------------
                                                                                          39,724                38,122
-------------------------------------------------------------------------  ---------------------  --------------------
Income before income taxes                                                                21,944                16,148
Income tax expense                                                                         7,938                 6,118
-------------------------------------------------------------------------  ---------------------  --------------------
Net income                                                                               $14,006               $10,030
=========================================================================  =====================  ====================
Income  applicable to common stock                                                       $14,006                $9,828
=========================================================================  =====================  ====================
Per share data:
Basic  earnings                                                                            $0.28                 $0.22
Diluted earnings                                                                           $0.27                 $0.21
Dividends                                                                                  $0.12                 $0.10
-------------------------------------------------------------------------  ---------------------  --------------------
Weighted average common shares and common stock equivalents outstanding:
    Basic                                                                                 50,530                44,637
    Diluted                                                                               51,177                46,854
=========================================================================  =====================  ====================
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>


                                        4

<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
====================================================================================================================
                                                                                                Three Months Ended
                                                                                                     June 30,
(amounts in thousands)                                                                         1999             1998
                                                                                                          (restated)
----------------------------------------------------------------------------------- --------------- ----------------
<S>                                                                                    <C>              <C>
                                                                                        (unaudited)      (unaudited)
Net income                                                                                   $8,454           $4,654
Other comprehensive income, net of tax:
      Unrealized (loss) gain on investments available-for-sale
         arising during the period,
         net of taxes of ($4,868) and $1,042 in 1999 and 1998, respectively                 (8,237)            2,619
      Reclassification adjustment for amounts realized on sale of investments
         included in net income, net
         of taxes of ($30) and ($550) in 1999 and 1998, respectively                           (51)            (904)
----------------------------------------------------------------------------------- --------------- ----------------
Comprehensive income                                                                           $166           $6,369
====================================================================================================================
                                                                                                 Six Months Ended
                                                                                                     June 30,
                                                                                               1999             1998
                                                                                                          (restated)
----------------------------------------------------------------------------------- --------------- ----------------
                                                                                        (unaudited)      (unaudited)
Net income                                                                                  $14,006          $10,030
Other comprehensive income, net of tax:
      Unrealized (loss) gain on investments available-for-sale
         arising during the period, net of taxes of
         ($6,548) and $637 in 1999 and 1998, respectively                                  (11,037)            2,176
     Reclassification adjustment for amounts realized on
         sale of investments included in net income, net
         of taxes of ($65) and ($685) in 1999 and 1998, respectively                          (112)          (1,128)
----------------------------------------------------------------------------------- --------------- ----------------
Comprehensive income                                                                         $2,857          $11,078
====================================================================================================================
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>


                                        5

<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
====================================================================================================================================
                                                                                                            Common    Accumulated
                                                                              Additional                     Stock  Comprehensive
                                                   Preferred        Common       Paid-in       Retained  Purchased (Loss) Income,
(amounts in thousands except share data)               Stock         Stock       Capital       Earnings       ESOP   Net of Taxes
----------------------------------------------- ------------  ------------ -------------  ------------- ---------- --------------
<S>                                              <C>              <C>       <C>             <C>         <C>            <C>
Balance December 31, 1997                            $10,286          $449      $103,655        $94,244     ($955)         ($467)
----------------------------------------------- ------------  ------------ -------------  ------------- ---------- --------------
Exercise of stock options
    and warrants - 952,061 shares                          9         4,170
Purchase of common stock
    by 401(k) plan - 4,474 shares                                                     43
Conversion of preferred stock series "C"
    into common stock - 1,463,347 shares             (9,440)            15         9,425
Cash redemption of preferred stock series "C"           (50)
Conversion of pooled company preferred stock
    into common stock - 111,660 shares                 (796)             1           795
Cash dividends - common stock                                                                   (6,795)
Cash dividends paid by pooled Company
    - common stock                                                                              (2,669)
Cash dividends - preferred stock series "C"
    ($27 paid by pooled company)                                                                  (229)
Amortization of deferred compensation
    - ESOP &  RRP                                                                  2,712                       955
Net loss                                                                                       (11,659)
Net income of pooled company for three months
    ended December 31, 1997                                                                       2,531
Changes in accumulated other comprehensive (loss)
    income, net of taxes                                                                                                    2,172
----------------------------------------------- ------------  ------------ -------------  ------------- ---------- --------------
Balance December 31, 1998                                              474       120,800         75,423                     1,705
=============================================== ============  ============ =============  ============= ========== ==============
Acquisition of pooled company                                           23         7,089          2,465
Exercise of stock options and
    warrants - 891,861 shares                                            9         4,829
Cash dividends - common stock                                                                   (5,918)
Cash dividends paid by pooled company
    - common stock                                                                                (289)
Net income                                                                                       14,006
Changes in accumulated other comprehensive (loss)
    income, net of taxes                                                                                                 (11,149)
----------------------------------------------- ------------  ------------ -------------  ------------- ---------- --------------
Balance June 30, 1999 (unaudited)                                     $506      $132,718        $85,687                  ($9,444)
=============================================== ============  ============ =============  ============= ========== ==============
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>

                                        6

<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
===================================================================================================================
                                                                                          Six Months Ended June 30,
                                                                                           (Unaudited)   (restated)
(amounts in thousands)                                                                       1999              1998
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>               <C>
Operating Activities:
Net  income                                                                               $14,006           $10,030
Adjustments to reconcile net  income to net cash provided by operating activities
Provision for loan losses                                                                     800             3,293
Depreciation and amortization                                                               4,437             3,107
Amortization of deferred loan fees and costs                                                  183             1,378
Gain on sales of loans                                                                    (2,315)           (3,106)
Loans originated for sale                                                                (53,603)          (15,148)
Purchase of loans for sale                                                                (7,986)
Sale of loans and loan participation certificates                                         180,993           188,829
Purchase of trading securities                                                                             (31,601)
Sales of trading securities                                                                                  36,211
Net gain on sale of investments available-for-sale                                          (177)           (1,813)
Other - net                                                                                12,986             4,355
-------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                                 149,324           195,535
-------------------------------------------------------------------------------------------------------------------
Investing Activities:
Cash and cash equivalents acquired from pooled company                                     18,975
Cash and cash equivalents acquired in branch purchase                                      24,694
Purchase of investments available-for-sale                                              (103,700)         (358,067)
Purchase of investments held to maturity                                                (147,999)
Proceeds from sales of investments available- for- sale                                    56,533           224,004
Maturities and calls of investments held to maturity                                        2,050             2,564
Principal payments on securities                                                           75,546            41,583
Loans purchased for investment                                                           (58,920)          (67,918)
Net decrease (increase) in loans                                                           92,070          (67,756)
Purchases of property and equipment                                                      (13,171)           (1,625)
Proceeds from the sales of repossessed automobiles                                          1,102             1,594
Other - net                                                                               (2,191)             9,989
-------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities                                                    (55,011)         (215,632)
-------------------------------------------------------------------------------------------------------------------
Financing Activities:
Net (decrease) increase in demand deposits, NOW accounts, Money Market accounts
   and savings accounts                                                                  (19,198)            59,583
Net (decrease) increase in time deposits                                                (162,990)            19,113
Increase (decrease) in FHLB advances                                                       46,262          (81,278)
Repurchase of senior debentures                                                           (2,027)
Net increase (decrease) in securities sold under agreements to repurchase                 103,049          (20,247)
Cash dividends - common and preferred                                                     (6,207)           (4,338)
Other - net                                                                                 4,838            10,155
-------------------------------------------------------------------------------------------------------------------
Net cash used in financing activities                                                    (36,273)          (17,012)
-------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents                                           58,040          (37,109)
Adjustments to reconcile for different year ends of pooled companies:
             Net income for three months ended December 31, 1997                                              2,531
             Cash dividends paid by pooled companies                                                          (912)
             Other cash flows - net                                                                          30,022
Cash and cash equivalents at beginning of year                                            162,166           243,934
-------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                               $220,206          $238,466
-------------------------------------------------------------------------------------------------------------------
Supplemental Disclosure of Cash Flow Information:
             Cash paid for income taxes                                                    $6,465            $4,605
             Cash paid for interest on deposits and other borrowings                      $54,328           $57,281
Supplemental Schedule of Non-Cash Investing Activities:
             Repossessed automobiles acquired in settlement of loans                       $2,344            $3,425
             Real estate acquired in settlement of loans                                   $3,684            $4,017
===================================================================================================================
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
                                       7
<PAGE>
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  June 30, 1999

1.           Basis of Presentation

                      The   accompanying    unaudited   condensed   consolidated
             financial  statements  include the  accounts  of Republic  Security
             Financial   Corporation   (the   "Company"   or  "RSFC")   and  its
             wholly-owned  subsidiary,  Republic  Security  Bank (the  "Bank" or
             "Republic").  In the  opinion  of  the  Company's  management,  the
             financial statements contain all adjustments  (consisting of normal
             recurring  accruals)  considered  necessary  to present  fairly the
             consolidated  financial  position  of Republic  Security  Financial
             Corporation and its subsidiary as of June 30, 1999 and December 31,
             1998,  and the results of operations and  comprehensive  income for
             the three and six months  ended June 30,  1999 and 1998 and changes
             in cash flows for the six 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 six months  ended June 30,  1999 are not  necessarily
             indicative  of the results that may be expected for the year ending
             December  31,  1999.   For  further   information,   refer  to  the
             consolidated financial statements and footnotes thereto included in
             Republic  Security  Financial  Corporation's  annual report on Form
             10-K for the year ended December 31, 1998.

                      The statement of financial  condition at December 31, 1998
             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.

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

2.           Branch Purchase

                      On June 11, 1999, Republic  consummated the acquisition of
             nine branches  operating in Kash N' Karry  supermarkets  from First
             National Bank of Central Florida ("FNBCF"). In connection with this
             acquisition,  the  Bank  assumed  approximately  $27.6  million  in
             deposits.  The purchase price was approximately $1.0 million,  paid
             in cash.

3.           Non-Performing Assets and Allowance for Loan Losses

                      At  June  30,  1999,   the  Bank  had  $15.4   million  in
             non-performing  assets (loans 90 days or more past due,  other real
             estate owned and repossessed  assets)  compared to $16.6 million at
             December 31, 1998.  The  provision for loan losses was $300,000 and
             $380,000  for the  three  months  ended  June 30,  1999  and  1998,
             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 collateral  securing such loans.  Accordingly,  management
             has  established  an allowance  for loan losses which totaled $25.6
             million at June 30, 1999 compared to $26.0 at December 31, 1998.

                      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

                                        8

<PAGE>
             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.

4.           Commitments and Contingencies

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

                      At June 30, 1999, the Bank had adjustable rate commitments
             to extend credit of  approximately  $282.2  million,  excluding the
             undisbursed  portion of  loans-in-process.  These  commitments  are
             primarily for commercial lines of credit secured by commercial real
             estate  or  other  business  assets  and  for  one-to-four   family
             residential properties.

                      In  addition to the above  commitments,  there are 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
             will not  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 June 30,  Six Months Ended June 30,
(Amounts in thousands except per share data)                              1999         1998         1999          1998
                                                                                    (restated)               (restated)
------------------------------------------------------------- ---------------- ------------ ------------ -------------
                                                                       (unaudited)                 (unaudited)
<S>                                                                  <C>           <C>         <C>           <C>
Numerator:
Net income                                                              $8,454       $4,654      $14,006       $10,030
Preferred stock dividends                                                              (50)                      (202)
------------------------------------------------------------- ---------------- ------------ ------------ -------------
Numerator for basic earnings per share                                   8,454        4,604       14,006         9,828
Effect of dilutive securities:
             Preferred stock dividends                                                   50                        202
------------------------------------------------------------- ---------------- ------------ ------------ -------------
Numerator for diluted earnings per share                                $8,454       $4,654      $14,006       $10,030
============================================================= ================ ============ ============ =============
Denominator:
Denominator for basic earnings per share - weighted average shares      50,569       45,011       50,530        44,637
Effective of dilutive securities:
             Employee stock options                                        605        1,812          647         1,727
             Convertible preferred stock                                                896                        490
------------------------------------------------------------- ---------------- ------------ ------------ -------------
Dilutive potential common shares                                           605        2,708          647         2,217
------------------------------------------------------------- ---------------- ------------ ------------ -------------
Denominator for diluted earnings per share                              51,174       47,719       51,177        46,854
============================================================= ================ ============ ============ =============
Basic earnings per share                                                 $0.17        $0.10        $0.28         $0.22
Diluted earnings per share                                               $0.17        $0.10        $0.27         $0.21
============================================================= ================ ============ ============ =============
</TABLE>
             At June 30, 1999,  1,746,123  stock  options at a weighted  average
exercise price of $9.28 were outstanding that could potentially  dilute earnings
per share in the future  periods  but were not  included in the  computation  of
diluted earnings per share for the three and six months ended June 30, 1999. The
effect of these  shares is  antidilutive  to diluted  earnings per share for the
three and six months ended June 30, 1999.


                                        9

<PAGE>

6.           Subsequent Event

     On July 30,  1999,  Republic  acquired  the  assets  of First  New  England
Financial ("FNEF"), a marine loan production operation,  from Deere Credit, Inc.
for  approximately  $6.7 million.  Under the terms of the transaction,  Republic
acquired  the brand name First New  England  Financial  and the  1-800-BOAT-LOAN
phone number,  as well as proprietary loan processing  software and professional
staff in three regional  offices located in Ft.  Lauderdale,  Florida,  Shelton,
Connecticut  and  Newport,  California.  In  addition,  FNEF has four  satellite
offices  located in  Alameda,  California,  Manasquan,  New  Jersey,  Annapolis,
Maryland and  Portsmouth,  Rhode  Island.  FNEF will  operate as a  wholly-owned
subsidiary of Republic.




                                        10

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

       Comparison of the Three and Six Months ended June 30, 1999 and 1998

Results of Operations

             The  Company  had net  income  of $8.5  million  or  $0.17  diluted
earnings per common share for the three months ended June 30, 1999,  compared to
$4.7  million or $0.10  diluted  earnings  per common share for the three months
ended June 30,  1998.  Net income  increased  $3.8  million or 81% for the three
months  ended June 30, 1999  compared to the three  months  ended June 30, 1998.
Non-interest  income increased $1.1 million while operating expenses  (excluding
merger expenses)  decreased $757,000 or 3.8% for the three months ended June 30,
1999  compared  to the three  months  ended June 30,  1998.  The Company had net
income of $14.0 million or $0.27  diluted  earnings per common share for the six
months ended June 30, 1999 compared to $10.0  million or $0.21 diluted  earnings
per common  share for the six months ended June 30,  1998.  Net interest  income
increased $5.1 million or 11.5% for the six months ended June 30, 1999, compared
to the six months ended June 30, 1998. Non interest income decreased $185,000 or
1.4% while operating expenses (excluding merger expenses) decreased $626,000 for
the six months  ended June 30,  1999,  compared to the six months ended June 30,
1998.

Net Interest Income

     Net interest income for the three months ended June 30, 1999 increased $3.8
million  compared to the three  months ended June 30, 1998 due to an increase of
$1.7  million in  interest  income and a decrease  of $2.1  million in  interest
expense. Interest income increased primarily due to an increase of approximately
$119.2  million in  interest  earning  assets  offset by a decrease  in yield on
interest earning assets for the three months ended June 30, 1999 compared to the
three months ended June 30, 1998.  The prime  interest rate decreased from 8.50%
at the  beginning  of 1998 to 7.75%  at  November  1998,  which  resulted  in an
increase in residential loan refinancings and, to a lesser extent,  refinancings
of  commercial  loans  (business  and  real  estate),  as well as  repricing  of
adjustable  rate assets.  Interest  expense  decreased due to the declining rate
environment, the Bank's strategy to reduce overall rates paid on certificates of
deposit,  and a decrease in the balance of certificates  of deposit  outstanding
and an increase in the balances of non interest-bearing and low interest-bearing
deposits.  Since the acquisition of First Palm Beach Bancorp ("FPBB"),  the Bank
has lowered  interest rates offered in the former First Bank of Florida  ("First
Bank")  branch  offices on new and renewed  certificate  of deposit  accounts to
become more aligned with rates  offered by  commercial  banks.  During the three
months ended June 30, 1999 certificate of deposit  balances,  primarily from the
former  First Bank  deposit  base,  decreased  approximately  $100  million.  In
addition,  during the  quarters  ended  December 31, 1998 and March 31, 1999 the
Company  purchased an aggregate of $6.5 million of its 10.35% Senior  Debentures
due June  2002 in an  effort  to  further  reduce  the cost of  interest-bearing
liabilities.  The cost of interest- bearing liabilities decreased  approximately
50 basis points for the three months ended June 30, 1999,  compared to the three
months ended June 30, 1998. Net interest  income  increased $5.1 million for the
six months  ended June 30, 1999  compared to the six months  ended June 30, 1998
due to an  increase of $1.4  million in  interest  income and a decrease of $3.7
million in interest expense.  The increase in interest income for the six months
ended June 30, 1999  compared to the six months ended June 30, 1998 is due to an
increase of approximately  $111.0 million in interest earning assets offset by a
20 basis point decline in the yield.

Provision for Loan Losses

             The provision for loan losses  decreased  $80,000 and $2.5 million,
respectively,  for the three and six months ended June 30, 1999  compared to the
three and six months ended June 30, 1998. The decrease in the provision for loan
losses for the six months  ended June 30, 1999  compared to the six months ended
June 30, 1998 is due to a $2.2 million additional  provision made in the quarter
ended  March  31,  1998  relating  to  First  Bank's  indirect  automobile  loan
portfolio.  First  Bank began  originating  indirect  automobile  loans in large
volumes in August 1995 and continued through September 1996, at which time First
Bank  ceased its  originations  of indirect  automobile  loans.  The  additional
provision  was  based on an  evaluation  of the  portfolio's  remaining  term to
maturity, historical loss experience, related delinquency rates and the value of
the  underlying  collateral.  The  provision  for loan losses for the six months
ended June 30, 1999 reflects $300,000 in merger related provision adjustments to
conform  Northside's credit policies to those of the Bank, which was recorded at
closing, February 26, 1999.

Non-Interest Income

             Non-interest  income  increased  $1.1  million for the three months
ended June 30, 1999  compared to the three  months ended June 30, 1998 due to an
increase of $280,000 in service  charges on deposit  accounts and an increase of
$1.3 million in other  income  offset by a decrease of $480,000 in gain on sales
of investments and loans. The increase in service charges on deposit accounts is
primarily due to an increased volume in transaction  accounts and an increase in
the usage of products subject to service

                                       11

<PAGE>
                                            Management's Discussion and Analysis
                    of Financial Condition and Results of Operations (Continued)
--------------------------------------------------------------------------------
charges.  The increase in other income is due to a $1.1 million gain realized on
the sale of real estate  associated with one of the Bank's branch  offices.  The
Bank will  continue to operate a branch  office at this  location.  Non interest
income decreased $185,000 for the six months ended June 30, 1999 compared to the
six months ended June 30, 1998 due to an increase of $851,000 in service charges
on deposit accounts and a $1.4  million  increase  in other  income  offset by a
decrease in net gain on sale of loans of $791,000  and a decrease in net gain on
sales of investments of $1.6 million. The increase in service charges on deposit
accounts is primarily due to an increased volume in transaction  accounts and an
increase  in the usage of  products  subject to service  charges.  In  addition,
certain deposit fees were increased in March of 1998,  contributing  slightly to
the increase in service  charges on  deposits.  The decrease in gain on sales of
loans is due to a decrease in the sales price  received on loans sold as well as
the  decrease  in the  outstanding  principal  balance  of loans  sold to $181.0
million during the six months ended June 30, 1999 compared to $188.8 million for
the six months ended June 30, 1998. The decrease in gain on sales of investments
is due to $43.4 million of investments sold during the six months ended June 30,
1999 compared to $258.2  million sold during the six months ended June 30, 1998.
The level of investment sales by the former First Bank was significantly  higher
than under the Bank's  current  strategy.  The  increase in other  income is due
primarily  to a $1.1  million  gain  realized  on the sale of one of the  Bank's
branch offices.

Operating Expenses

             Operating  expenses  decreased  $807,000 for the three months ended
June 30, 1999 compared to the three months ended June 30, 1998.  The decrease in
operating  expenses is  primarily  due to  decreases of $1.2 million in employee
compensation  and  benefits,   $283,000  in  professional   fees,   $492,000  in
advertising and promotions and $149,000 in communications  expense, offset by an
increase of $1.1  million in  occupancy  expenses and an increase of $373,000 in
other expenses.  The decrease in employee compensation and benefits is primarily
due to cost  savings  realized  as a result of the First Bank  merger in October
1998 and to a decrease of $285,000 related to the expense for Stock Appreciation
Rights  (SARs)  accrual for the three months ended June 30, 1999 compared to the
three  months  ended June 30,  1998  offset by  increased  compensation  expense
associated  with 15 new branch  locations and additions to the Company's  senior
management.  SARs  expense  was lower for the three  months  ended June 30, 1999
compared to the three  months ended June 30, 1998 as no  additional  accrual was
necessary  because the market price of RSFC's  common  stock has declined  since
December 31, 1998.  Professional  fees decreased for the three months ended June
30, 1999  compared to the three  months  ended June 30,  1998  primarily  due to
decreases in legal expenses relating to general corporate operations and problem
loans. The decrease in advertising  expense is due to cost savings realized as a
result of the First Bank merger.  The Bank's  advertising and promotion strategy
emphasizes direct calling to a greater extent than the previous strategy used by
First Bank. Occupancy expense increased for the three months ended June 30, 1999
compared to the three months ended June 30, 1998 primarily due to the opening of
ten new  branches  located in Palm  Beach,  Broward,  Dade,  Martin and  Alachua
counties  during  1998,  and an  additional  five new  branches  in 1999.  Other
operating  expenses  increased for the three months ended June 30, 1999 compared
to the  three  months  ended  June 30,  1998  primarily  due to an  increase  of
approximately $421,000 in data processing expenses resulting from the conversion
of First  Bank's in house  data  processing  system to the Bank's  outside  data
service bureau.

             Operating  expenses,  excluding merger related expenses,  decreased
$626,000  for the six months  ended June 30,  1999,  compared  to the six months
ended June 30,  1998.  The decrease in  operating  expenses is primarily  due to
decreases of $2.0 million in employee  compensation  and  benefits,  $375,000 in
professional  fees,  $672,000 in  advertising  and  promotions  and  $109,000 in
insurance expense offset by increases of $1.9 million in occupancy and equipment
and $642,000 in other operating expenses.  The decrease in employee compensation
and benefits is primarily due to cost savings  realized as a result of the First
Bank merger in October  1998 and a decrease  of $625,000  related to the expense
for Stock  Appreciation  Rights (SARs) accrual for the six months ended June 30,
1999 compared to the six months ended June 30, 1998. Professional fees decreased
for the six months ended June 30, 1999 compared to the six months ended June 30,
1998 primarily due to decreases in legal expenses  relating to general corporate
operations and problem loans. The decrease in advertising expense is due to cost
savings  realized  as a result  of the  First  Bank  merger.  Occupancy  expense
increased  for the six months  ended June 30,  1999  compared  to the six months
ended June 30, 1998 primarily due to the opening of ten new branches  located in
Palm Beach,  Broward,  Dade,  Martin and Alachua  counties  during 1998,  and an
additional five new branches in 1999. Other operating expenses increased for the
six months  ended June 30, 1999  compared to the six months  ended June 30, 1998
primarily  due to an  increase  of  approximately  $421,000  in data  processing
expenses  resulting from the conversion of First Bank's in house data processing
system to the Bank's outside data service bureau.

Provision for Income Taxes

             The provision for income taxes increased $1.9 million for the three
months ended June 30, 1999  compared to the three months ended June 30, 1998 due
to an  increase  in  income  before  income  taxes of $5.7  million  offset by a
reduction in the effective

                                       12
<PAGE>
                                            Management's Discussion and Analysis
                    of Financial Condition and Results of Operations (Continued)
--------------------------------------------------------------------------------

tax rate from 38% to 36%. The  effective tax rate  decreased  primarily due to a
decrease in non  deductible  merger  expenses.  The  provision  for income taxes
increased  $1.8 million for the six months  ended June 30, 1999  compared to the
six months ended June 30, 1998 due to an increase in income  before income taxes
of $5.8 million offset by a decrease in the effective tax rate.

Liquidity, Sources of Capital and Capital Requirements

             The Bank is  subject  to various  regulatory  capital  requirements
administered  by the federal banking  agencies.  Failure to meet minimum capital
requirements   can  initiate   certain   mandatory   and   possible   additional
discretionary  action by  regulators  that, if  undertaken,  could have a direct
material effect on the Bank's 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  judgments  by  the  regulators  about  components,  risk
weightings, and other factors.

             Quantitative  measures  established by regulation to ensure capital
adequacy require the Company and the Bank to maintain minimum amounts and ratios
of total and Tier 1 capital (as  defined in the  regulations)  to  risk-weighted
assets (as  defined),  and of Tier 1 capital (as defined) to average  assets (as
defined).

             The  following  table shows the  capital  amounts and ratios of the
Bank at June 30, 1999:

================================================================================
(Dollars in thousands)                 Amount                Ratio
--------------------------------------------- ----------------------------------
Total risk based capital             $218,563               13.00%
Tier 1 risk based capital            $197,174               11.73%
Leverage capital                     $197,174                6.62%
--------------------------------------------- ----------------------------------

             The  most  recent   notification  from  the  Federal  Reserve  Bank
categorized  the Bank as well  capitalized  under the  regulatory  framework for
prompt  corrective  action.  At June 30,  1999,  the Bank  exceeded  each of the
regulatory  capital   requirements  and  was  considered  a  "well  capitalized"
institution for regulatory purposes.

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

             Cash and cash equivalents  increased by approximately $58.0 million
during the six months ended June 30, 1999. The increase in cash is due primarily
to  decreases  in loans  from  loan  sales  and pay  downs  and an  increase  in
borrowings  offset by an increase in  investments and  a  decrease  in  deposits
(See  "Financial Condition").

Financial Condition

     As of  June 30, 1999, total  assets increased  approximately  $75.9 million
from  December  31,  1998.  The  acquisition  of  Northside on February 26, 1999
contributed  $74.6  million in total assets,  $39.6  million in net loans,  $9.8
million in  investments,  $18.9 million in cash and $6.4 million in property and
equipment  and other assets.  The branches  acquired from FNBCF on June 11, 1999
added $25.1 million in cash and $2.5 million in property and equipment and other
assets.  Loans-net  and  loans  held for  sale  decreased  approximately  $117.9
million,  investments  increased  approximately $108.4 million and cash and cash
equivalents  increased $58.0 million from December 31, 1998 compared to June 30,
1999.  The decrease in loans is primarily  due to an $85.0  million  residential
loan sale in June  1999,  the  proceeds  of which were used to  purchase  $108.0
million in yacht loans from Deere Credit,  Inc., on July 30, 1999.  The increase
in investments is primarily due to a $75.0 million  leverage  transaction  where
the Bank invested in  mortgage-backed  securities funded by FHLB advances in May
1999.  Excluding  the effects of the  Northside  and FNBCF branch  acquisitions,
total assets  decreased  $25.7 million,  primarily due to certificate of deposit
runoff,  which is consistent  with  management's  plan to reduce the outstanding
balance of certificates of deposit and increase transaction  accounts.  Advances
from borrowers for taxes and insurance increased $15.0 million from December 31,
1998  compared  to June 30,  1999 due to the  accumulation  of  escrow  payments
related  primarily to  residential  loans.  Bank drafts  payable  decreased $8.3
million related to an increased  amount of loan funding checks issued at the end
of December 1998.

                                       13

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

Year 2000 Matters

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

State of Readiness

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

             As of June 30, 1999,  the Bank had completed all five phases of the
plan for its mission  critical  systems.  The Bank  utilized  both  internal and
external  resources to upgrade,  replace and test  hardware,  software and third
party vendor  programs.  Through formal  communication,  the Bank's primary data
processing vendor and other critical vendors have indicated their IT systems are
Year  2000  compliant  and  tested.  The  Bank  has  also  contacted  all of its
significant  commercial  loan customers to determine the borrower's  ability and
readiness to become Year 2000 compliant. Approximately 65% of the loan customers
contacted have responded and the Bank has not identified any significant  issues
with those  customers.  The Bank continues to monitor the progress of borrowers'
Year 2000 efforts.

Year 2000 Costs

             Year 2000 expenses primarily include costs associated with internal
and external personnel,  upgrade packages and disposal of non-compliant hardware
and software.  To date, the Bank has not incurred any  significant  expenses and
does not expect to incur any significant  expenses other than internal personnel
resources associated with the Year 2000 project. Costs to purchase new compliant
hardware and software was approximately $2.0 million, which was capitalized. The
cost of the Year 2000 project has been funded  through  operating cash flows and
has not had a material impact on the Company's financial  condition,  operations
or cash flows.

Risks and Contingencies

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


                                       14

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

             The  Bank  is   continuing   to  develop  and  test   comprehensive
contingency  plans  designed  to ensure  the  continuity  of  critical  business
processes  before and after  December 31, 1999.  The  contingency  plans include
reasonably  likely  Year  2000  failure  scenarios  for  its  critical  business
processes,  procedures  designed to reduce the impact on the Bank and methods of
returning to normal operations.

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


                                       15

<PAGE>

ITEM 3:      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

             As a financial  institution holding company,  the Company's primary
component of market risk is interest rate  volatility.  Fluctuations in interest
rates will ultimately  impact both the level of income and expense recorded on a
large portion of the Bank's assets and  liabilities  and the market value of all
interest-earning   assets,   other  than  those  with  short  term   maturities.
Substantially all of the Company's  interest rate risk exposure lies at the Bank
level.  Accordingly,  interest rate risk management  procedures are performed at
the Bank level.  Based on the nature of the Bank's  operations,  the Bank is not
subject to foreign  currency  exchange or commodity  price risk. The Bank's real
estate portfolio,  concentrated  primarily within Palm Beach,  Martin,  Broward,
Dade, Lee and Hillsborough  counties of 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  loans for portfolio,  commitments to sell loans, and increasing or
decreasing  the relative  amounts of long-term  and  short-term  borrowings  and
deposits. The following table presents the Bank's exposure to interest rate risk
at June 30, 1999:
<TABLE>
<CAPTION>
======================================================================================================================
                                                                               June 30, 1999(1)
                                                      ----------------------------------------------------------------
                                                       One Year or
                                                           Less      1 to 3 Years3 to 5 Years Over 5 Years   Total
                                                      -------------- ----------- ------------ ----------- ------------
                                                                           (Dollars in thousands)
                                                      -------------- ----------- ------------ ----------- ------------
<S>                                                      <C>         <C>          <C>         <C>        <C>
Total interest-earning assets                             $1,051,284    $663,597     $522,661    $508,042   $2,745,584
Total interest-bearing liabilities                         1,695,778     348,653       84,977     243,062    2,372,470
                                                           ---------     -------       ------     -------    ---------
Interest rate sensitivity gap                             ($644,494)    $314,944     $437,684    $264,980     $373,114
                                                          ==========   =========     ========    ========     ========
Cumulative interest rate sensitivity gap                  ($644,494)  ($329,550)     $108,134    $373,114
                                                          ==========  ==========   ==========     =======
Cumulative interest rate sensitivity
gap as a percent of total asset                              (21.76)%    (11.12)%       3.65%      12.60%
                                                            ========    ========      =======     =======

===================================================== ============== =========== ============ =========== ==============
<FN>
      (1)In preparing the table above,  certain  assumptions have been made with
         regard to loan  prepayments  and  withdrawals  of  transaction  account
         deposits.  Loan  prepayment  rates  are  based  upon  market  consensus
         estimates for similar  securities.  Money Market  account  balances are
         included in one year or less.  Fifty percent of NOW and 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.
</FN>
</TABLE>
         In addition to the above,  the Bank is committed to fund $282.2 million
in new loans and $48.0  million  in  construction  loans-in-process  at June 30,
1999.  These loans and  commitments  are largely  protected  from  interest rate
fluctuations  because  they are either  adjustable  rate loans or are fixed rate
loans which the Bank has obtained  commitments to sell in the secondary  market.
This relationship is not linear or consistent with other interest rate sensitive
assets and  liabilities  on the  Company's  balance  sheet and  management  uses
computer  modeling  in its  efforts to manage the  effects  that  interest  rate
fluctuations have on income.

                                       16

<PAGE>
         The current  potential changes in future earnings relating to financial
assets and liabilities as of June 30, 1999 are as follows:

================================================================================
                      Potential Change in Future Earnings(2)
                                                Year 1                   Year 2
------------------------------------------------------  -----------------------
Interest Rate Change in Basis Points:
+ 100                                          (8.47)%                  (8.85)%
- 100                                            8.49%                    8.72%
================================================================================

        (2)   The most significant  assumptions  used in this simulation  relate
              primarily to the repricing rates of demand and other  non-maturity
              deposits and loan and investment  prepayment  rates.  Money market
              and savings deposit accounts are assumed to have the following lag
              characteristics  in an increasing rate environment:  the Bank will
              recognize  a 25  basis  point  increase  at  nine  months  and  an
              additional 25 basis point increase at twelve months following a 1%
              increase in the market rate.  NOW accounts  are  considered  to be
              non-interest  sensitive in an increasing rate  environment.  Money
              market  and  savings  deposit  accounts  are  assumed  to have the
              following  characteristics  in a decreasing rate environment:  the
              Bank will  recognize a 50 basis point decrease at three months and
              an additional 50 basis point  decrease at nine months  following a
              1%  decrease in the market  rate.  Certificates  of deposits  will
              recognize a 50 basis point  increase upon repricing and a 65 basis
              point decrease upon repricing  following a 1% increase or decrease
              in the market  rate.  These lag  assumptions  are based on a three
              year  analysis of changes to the Bank's rates  compared to changes
              in the market  rates.  Loan and  investment  prepayment  rates are
              based upon market  consensus  estimates  for  similar  securities.
              Certain  shortcomings are inherent in the simulation  presented by
              the  above  table.  For  example,  certain  financial  assets  and
              liabilities may have similar  maturities or periods for repricing,
              but may react in different  degrees to changes in market  interest
              rates.

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

                                       17

<PAGE>
PART II -  OTHER INFORMATION

ITEM 1:  Legal Proceedings

              Neither  the  Company  nor its  subsidiaries  are  involved in any
         pending legal  proceedings,  other than routine legal matters occurring
         in the  ordinary  course of  business  which in the  aggregate  involve
         amounts  which  in  management's   opinion  are  not  material  to  the
         consolidated  financial  condition  or  results  of  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 exhibit is  filed as part of this report:

                      27       Financial Data Schedule (for SEC use only).

             (b) No Reports  on Form 8-K were  filed  during the six months
ended June 30, 1999.



                                       18

<PAGE>


                     REPUBLIC SECURITY FINANCIAL CORPORATION


                                   SIGNATURES


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


                                         Republic Security Financial Corporation
                                                     (Registrant)


Date:    August 13, 1999                  /s/ Richard J. Haskins
         ----------------                 -----------------------------------
                                          Richard J. Haskins
                                          Executive Vice President & CFO
                                          (Principal Financial Officer)




Date:    August 13 , 1999                  /s/ Carla H. Pollard
         ----------------                 -----------------------------------
                                          Carla H. Pollard
                                          Senior Vice President/Controller
                                          (Duly Authorized Officer)


                                       19