Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

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

                                    FORM 10-Q

                                   (MARK ONE)

[ X ]   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities 
        and Exchange Act of 1934

For the period ended:       September 30, 1997
                                       or

[   ]   Transition Report Pursuant to Section 13 or 15(d) of the Securities and
        Exchange Act of 1934

For the transition period from                      to

Commission File Number:      0-14671

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

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

              4400 Congress Avenue, West Palm Beach, Florida 33402
               (Address of principal executive offices)(Zip Code)

                                 (561) 840-1200
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 1 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.

                                               [ X ]  YES  [  ]  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 October 31, 1997
-----                                         ----------------------------------
Common Stock                                                          16,271,333
par value $.01
outstanding


<PAGE>
[GRAPHIC OMITTED]


            REPUBLIC SECURITY FINANCIAL CORPORATION AND SUBSIDIARIES

                                      INDEX
                                                                  Page Number
Part I:     Financial Information

 Item 1:

      Condensed Consolidated Statements of Financial
      Condition - September 30, 1997 and December 31, 1996...............1

      Condensed Consolidated Statements of Income
      for the three months ended September 30, 1997 and 1996.............2

      Condensed Consolidated Statements of Income for
      the nine months ended September 30, 1997 and 1996..................3

      Condensed Consolidated Statements of Shareholders'
      Equity for the year ended December 31, 1996 and for the
      nine months ended September 30, 1997...............................4

      Condensed Consolidated Statements of Cash Flows
      for the nine months ended September 30, 1997 and 1996..............5

      Notes to Condensed Consolidated Financial Statements...............6-8

 Item 2:

      Management's Discussion and Analysis...............................9-11

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

Part II:    Other Information

     Item 6:   Exhibits and Reports Filed................................13
     (a)  Exhibit 11 - Computation of Per Share Earnings
     (b)  A report on Form 8-K was filed on August 8, 1997 for the Agreement
          and Plan of Merger with County Financial Corporation
     (c)  A report on Form 8-K was filed on August 20, 1997 
          in connection with the merger with Family Bank




<PAGE>
<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
======================================================================================================================
                                                                                    September 30,         December 31,
(amounts in thousands except share and per share data)                                       1997                 1996
----------------------------------------------------------------------------- ------------------- --------------------
<S>                                                                                   <C>                  <C>    
Assets                                                                                (Unaudited)
Cash and amounts due from depository institutions                                         $12,649              $17,642
Interest-bearing deposits in other financial institutions                                  37,405               34,430
Federal funds sold                                                                                              13,025
----------------------------------------------------------------------------- ------------------- --------------------
      Total cash and cash equivalents                                                      50,054               65,097
Investments available-for-sale                                                             81,102               49,670
Investments held-to-maturity (Market value of $11,595 and $46,003 at
  September 30, 1997 and December 31, 1996, respectively)                                  11,570               45,818
Loans - net                                                                               445,562              400,574
Loans held for sale (market value of $7,850 at December 31, 1996)                                                7,773
Property and equipment - net                                                               15,988               14,289
Other real estate owned - net                                                               1,003                1,499
Goodwill - net                                                                              7,224                7,675
Loan servicing rights - net                                                                 1,647                2,032
Accrued interest receivable                                                                 3,743                3,572
Other assets                                                                               11,293                9,160
----------------------------------------------------------------------------- ------------------- --------------------
Total                                                                                    $629,186             $607,159
============================================================================= =================== ====================
Liabilities and Shareholders' Equity
Liabilities:
Deposits                                                                                 $492,419             $489,056
Federal Home Loan Bank advances                                                            42,000               30,000
Securities sold under agreements to repurchase                                             10,889                8,633
Advances from borrowers for taxes and insurance                                             4,941                1,613
Bank drafts payable                                                                         5,955                3,778
Other liabilities                                                                           7,080                7,915
----------------------------------------------------------------------------- ------------------- --------------------
Total liabilities                                                                         563,284              540,995
----------------------------------------------------------------------------- ------------------- --------------------
Commitments and Contingencies
Shareholders' equity:
Preferred stock $10.00 stated value; 20,000,000 shares authorized:  Series "C" -
  1,035,000 shares issued and outstanding at September 30, 1997
     and December 31, 1996                                                                 10,350               10,350
Common stock $.01 par value; 100,000,000 shares authorized;
     16,234,519 and 15,531,664  shares issued and outstanding at
     September 30, 1997 and December 31, 1996, respectively                                   162                  155
Additional paid-in capital                                                                 38,844               37,350
Retained earnings                                                                          16,274               18,306
Unrealized gain on investments available-for-sale, net of taxes                               272                    3
----------------------------------------------------------------------------- ------------------- --------------------
Total shareholders' equity                                                                 65,902               66,164
----------------------------------------------------------------------------- ------------------- --------------------
Total                                                                                    $629,186             $607,159
============================================================================= =================== ====================
<FN>
Note: All data is restated for the acquisition of Family Bank which was acquired on June 30, 1997 and was accounted
for as a "pooling-of-interests".
See notes to condensed consolidated financial statements.
</FN>
</TABLE>



                                                         1

<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
===================================================================================================================
                                                                                   Three Months Ended September 30,
(amounts in thousands except per share data)                                                    1997           1996
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>           <C>   
INTEREST INCOME:                                                                                 (Unaudited)
  Interest and fees on loans                                                                 $10,354         $9,350
  Interest and dividends on investments                                                        1,747          1,354
-------------------------------------------------------------------------------------------------------------------
                                                                                              12,101         10,704
-------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE:
  Interest on deposits                                                                         4,372          4,033
  Interest on borrowings                                                                         575            129
-------------------------------------------------------------------------------------------------------------------
                                                                                               4,947          4,162
-------------------------------------------------------------------------------------------------------------------
  Net interest income                                                                          7,154          6,542
  Provision for loan losses                                                                       25            100
-------------------------------------------------------------------------------------------------------------------
  Net interest income after provision for loan losses                                          7,129          6,442
-------------------------------------------------------------------------------------------------------------------
NON-INTEREST INCOME:
  Service charge on deposit accounts                                                             878            934
  Gain on sale of loans                                                                          146            426
  Gain (loss) on sale of investments                                                             264            (2)
  Other income                                                                                   476            525
-------------------------------------------------------------------------------------------------------------------
                                                                                               1,764          1,883
-------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES:
  Employee compensation and benefits                                                           3,436          2,456
  Occupancy and equipment                                                                        950            957
  Professional fees                                                                              330            211
  Advertising and promotions                                                                      88            140
  Communications                                                                                 140            177
  Data processing                                                                                232            179
  Insurance                                                                                        3          1,339
  Other                                                                                          827            640
                                                                                               6,006          6,099
-------------------------------------------------------------------------------------------------------------------
 Income  before taxes                                                                          2,887          2,226
 Provision  for income taxes                                                                   1,065            785
-------------------------------------------------------------------------------------------------------------------
  Net income                                                                                  $1,822         $1,441
===================================================================================================================
PER SHARE DATA:
  Primary earnings per common share                                                            $0.10          $0.08
  Fully diluted earnings per common share                                                      $0.10          $0.08
  Dividends per common share                                                                   $0.05          $0.03
  Avg. common shares and common stock equivalents outstanding                                 16,905         16,278
===================================================================================================================
<FN>
Note: All data is restated for the acquisition of Family Bank which was acquired on June 30, 1997 and was accounted for
as a "pooling-of-interests".
See notes to condensed consolidated financial statements.
</FN>
</TABLE>

                                                         2

<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
===================================================================================================================
                                                                                    Nine months ended September 30,
(amounts in thousands except per share data)                                                    1997           1996
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>            <C>    
INTEREST INCOME:                                                                             (Unaudited)
  Interest and fees on loans                                                                 $29,647        $27,605
  Interest and dividends on investments                                                        5,330          3,910
-------------------------------------------------------------------------------------------------------------------
                                                                                              34,977         31,515
-------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE:
  Interest on deposits                                                                        12,599         11,851
  Interest on borrowings                                                                       1,656            311
-------------------------------------------------------------------------------------------------------------------
                                                                                              14,255         12,162
-------------------------------------------------------------------------------------------------------------------
  Net interest income                                                                         20,722         19,353
  Provision for loan losses                                                                      850            255
-------------------------------------------------------------------------------------------------------------------
  Net interest income after provision for loan losses                                         19,872         19,098
-------------------------------------------------------------------------------------------------------------------
NON-INTEREST INCOME:
  Service charges on deposit accounts                                                          2,783          2,321
  Gain on sale of loans                                                                          343            729
  Gain (loss) on sale of investments                                                             412            (9)
  Mortgbage trading income                                                                       119
  Other income                                                                                 1,302          1,862
-------------------------------------------------------------------------------------------------------------------
                                                                                               4,959          4,903
-------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES:
  Employee compensation and benefits                                                           9,024          7,845
  Occupancy and equipment                                                                      2,962          2,695
  Professional fees                                                                              818            767
  Advertising and promotions                                                                     411            456
  Communications                                                                                 520            517
  Data processing                                                                                614            535
  Insurance                                                                                      163          1,659
  Other                                                                                        2,660          2,165
  Merger expenses                                                                              3,979
-------------------------------------------------------------------------------------------------------------------
                                                                                              21,151         16,639
-------------------------------------------------------------------------------------------------------------------
  Income before taxes                                                                          3,680          7,362
  Provision for income taxes                                                                   1,362          2,621
-------------------------------------------------------------------------------------------------------------------
  Net income                                                                                  $2,318         $4,741
===================================================================================================================
PER SHARE DATA:
  Primary earnings per common share                                                            $0.11          $0.26
  Fully diluted earnings per common share                                                      $0.11          $0.26
  Dividends per common share                                                                   $0.14          $0.09
  Avg. common shares and common stock equivalents outstanding                                 16,674         15,760
===================================================================================================================
<FN>
 Note:  All data is restated  for the  acquisition  of Family Bank which was
acquired on June 30, 1997 and was accounted for as a "pooling-of-interest".  See
notes to condensed consolidated financial statements.
</FN>
</TABLE>

                                                         3

<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED  STATEMENTS OF SHAREHOLDERS' EQUITY 
(amounts in thousands except share and per share data)
====================================================================================================================================
                                                                                                                         Unrealized
                                                                                       Additional                Gain on Securities
                                                             Preferred       Common       Paid-in    Retained   Available-for-Sale,
                                                                 Stock        Stock       Capital    Earnings          Net of Taxes
-------------------------------------------------------  ------------- ------------  ------------ ----------- ---------------------
<S>                                                         <C>             <C>        <C>         <C>                      <C> 
Balance, December 31, 1995 (restated)                          $14,365         $141       $32,058     $15,262                  $150
Exercise of warrants - 268,126 shares                                             3         1,039
Conversion of preferred stock series "A"
   into common stock - 982,995 shares                          (3,980)           10         3,970
Issuance of stock grants - 9,000 shares                                                        32
Issuance of stock for Dividend Reinvestment and
  Optional Stock Purchase Plan - 2,586 shares                                                  13
Exercise of stock options - 4,622 shares                                                       12
Cash redemption of preferred stock series "A"                     (35)
Issuance of common stock - 110,812                                                1           226
Cash dividends - common stock                                                                         (2,910)
Cash dividends - preferred stock series "A" and "C"                                                     (886)
Net income                                                                                              6,840
Change in unrealized gain on investments
   available-for-sale, net of taxes                                                                                           (147)
-------------------------------------------------------  ------------- ------------  ------------ ----------- ---------------------
Balance, December 31, 1996                                      10,350          155        37,350      18,306                     3
Exercise of warrants - 701,640 shares                                             7         1,467
Issuance of stock grants - 3,000 shares                                                        27
Cash dividends - common stock                                                                         (1,352)
Cash dividends paid by pooled company - common stock                                                  (2,456)
Cash dividends - preferred stock series "C"                                                             (542)
Net income                                                                                              2,318
Change in unrealized gain on investments
    available-for-sale, net of taxes                                                                                            269
-------------------------------------------------------  ------------- ------------  ------------ ----------- ---------------------
Balance, September 30, 1997                                    $10,350         $162       $38,844     $16,274                  $272
===================================================================================================================================
<FN>
Note: All data is restated for the acquisition of Family Bank which was acquired on June 30, 1997 and was
accounted for as a "pooling-of-interests".
See notes to condensed consolidated financial statements.
</FN>
</TABLE>


                                        4

<PAGE>
<TABLE>
<CAPTION>
===================================================================================================================================
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(amounts in thousands)
                                                                                          Nine Months September 30,
                                                                                         (Unaudited)
                                                                                          1997                 1996
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>                  <C>   
Operating Activities:
Net income                                                                              $2,318               $4,741
Adjustments to reconcile net income to net cash
  provided by operating activities:
Provision for loan losses                                                                  850                  255
Depreciation                                                                               940                  791
Amortization of goodwill                                                                   451                  323
Gain on sale of loans -trading, loans and servicing                                      (462)                (729)
Loans costs deferred                                                                     (243)                (147)
Purchase of loans for sale                                                            (16,155)
Loan originated for sale                                                              (13,669)              (8,480)

Sale of loans and loan participation certificates                                       38,060               29,472

Other - net                                                                              5,670                2,311
-------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                               17,760               28,537
Investing Activities:
Cash and cash equivalents acquired in merger-net                                                             15,235
Purchases of investments available-for-sale                                           (35,477)             (23,546)

Proceeds from sale and maturities of investments available-for-sale                     43,714               13,747

Maturities and calls  of investments held-to-maturity                                    3,492                5,769

Purchases of investments held-to-maturity                                              (8,944)             (21,899)

Net increase in loans                                                                 (47,361)             (23,530)

Purchases of property and equipment                                                    (3,181)              (2,180)
Other - net                                                                                184                1,856
-------------------------------------------------------------------------------------------------------------------
Net cash (used in) provided by investing activities                                   (47,573)             (34,548)
-------------------------------------------------------------------------------------------------------------------
Financing Activities:
Net increase in demand deposits, NOW accounts,
  Money Market accounts and savings accounts                                             7,022                8,451

Net decrease in certificates of deposit                                                (3,659)             (10,379)

Increase (decrease) in FHLB advances                                                    12,000             (13,000)
Increase (decrease) in securities sold under agreements to repurchase                    2,256              (1,231)
Cash dividend payments                                                                 (4,350)              (3,378)
Other - net                                                                              1,501                1,051
-------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities                                     14,770             (18,486)
-------------------------------------------------------------------------------------------------------------------
Decrease in cash and cash equivalents                                                   15,043               24,497
Cash and cash equivalents at beginning of period                                        65,097               69,647
-------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                             $50,054              $45,150
===================================================================================================================
<FN>
For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks and federal funds sold.
Generally, federal funds are purchased and sold for one-day periods.  The Company paid $2.2 million and $2.6 million in income taxes
during the nine months ended September 30, 1997 and 1996, respectively.  The Company paid $14.5 million and $12.3 million in 
interest on deposits and other borrowings during the nine months ended September 30, 1997 and 1996, respectively.  The Company had
$1.5 million and $1.3 million of transfers from loans to OREO during the nine months ended September 30, 1997 and 1996,  
respectively. Assets of $62 million were acquired and $57 million  liabilities assumed related
to the merger of Banyan Bank during the nine months ended September 30, 1996.
===================================================================================================================
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
                                       5
<PAGE>
================================================================================
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 1997

1.       Basis of Presentation

                  The accompanying  unaudited condensed  consolidated  financial
         statements   include  the  accounts  of  Republic  Security   Financial
         Corporation (the "Company" or "RSFC") and its wholly-owned  subsidiary,
         Republic  Security Bank (the  "Bank").  In the opinion of the Company's
         management,   the   financial   statements   contain  all   adjustments
         (consisting of normal  recurring  accruals  except for merger  expenses
         (see Note 2)) considered  necessary to present fairly the  consolidated
         financial position of Republic Security  Financial  Corporation and its
         subsidiary  as of September  30, 1997 and  December  31, 1996,  and the
         results of operations for the three and nine months ended September 30,
         1997 and 1996,  and  changes  in cash  flows for the nine  months  then
         ended. The unaudited condensed  consolidated  financial statements have
         been  restated to include the  accounts  and results of  operations  of
         Family Bank (see Note 2).

                  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  Regulations   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, 1997 are not necessarily  indicative of the results
         that may be expected for the year ending December 31, 1997. For further
         information,   refer  to  the  consolidated  financial  statements  and
         footnotes thereto included in Republic Security Financial Corporation's
         annual report on Form 10-K for the year ended December 31, 1996.

                  The balance  sheet at December  31, 1996 has been derived from
         the audited financial  statements at that date but does not include all
         of  the  information  and  footnotes  required  by  generally  accepted
         accounting principles for complete financial statements.

2.       Merger

                  On June 30, 1997, RSFC issued  8,289,125  shares of its common
         stock in  exchange  for all  outstanding  common  stock of Family  Bank
         ("Family") a Florida  commercial  bank.  This business  combination has
         been  accounted  for  as  a   pooling-of-interests   combination   and,
         accordingly,  the unaudited condensed consolidated financial statements
         for periods prior to the combination  have been restated to include the
         accounts and results of operations  of Family Bank. In connection  with
         the Family  merger the  Company  incurred  approximately  $4 million in
         merger expenses.

                  The results of operations  previously reported by the separate
         companies  and  the  combined  amounts  presented  in the  accompanying
         unaudited condensed  consolidated  financial  statements are summarized
         below.



======================================================
                              Six months ended
                                  June 30     June 30,
                                   1997           1996
------------------------------------------------------
Revenue:                         (Unaudited)
                       -------------------------------
         RSFC                   $15,351        $14,429
         Family                  10,770          9,545
------------------------------------------------------
         Combined               $26,121        $23,974
======================================================
Net Income (loss):
         RSFC (1)              $(2,045)         $1,324
         Family                   2,541          2,007
------------------------------------------------------
         Combined                  $496         $3,331
======================================================

         (1) The six months ended June 30, 1997,  includes  merger costs of $2.5
         million,  net of taxes,  related to the Family  Bank  acquisition.  The
         merger costs  consist of  approximately  $1.6  million in  professional
         fees, $1 million in data processing  conversion  costs and $1.4 million
         in costs  associated  with the  integration  of  operations  and  other
         expenses.

                  Securities  held by Family with a book value of  approximately
         $39.4 million and a market value of approximately $39.5 million at June
         30, 1997, were transferred from  held-to-maturity to available-for-sale
         to  maintain  RSFC's  existing  interest  rate  risk  position  for the
         combined company.



                                       6

<PAGE>
3.       Potential Merger

                  On August 8, 1997,  the  Company and the Bank  entered  into a
         definitive  agreement  whereby  County  National  Bank of South Florida
         ("County"),  a national  chartered,  commercial  bank,  will merge with
         Republic Security Bank. The definitive  agreement  provides for a fixed
         exchange ratio whereby shareholders of County will receive 4.807 shares
         of Republic Security Financial  Corporation common stock for each share
         of County  common  stock.  The  Company  will issue  approximately  6.1
         million shares of Republic Security Financial  Corporation common stock
         for all  outstanding  common  shares  of  County  stock  in a tax  free
         exchange.  Management anticipates the transaction will be accounted for
         as a  pooling-of-interests.  County  is  headquartered  in North  Miami
         Beach,  Florida with 14 branch locations in Northern Dade,  Broward and
         Palm Beach  counties.  County has total  assets,  loans,  deposits  and
         equity of approximately  $250 million,  $140 million,  $220 million and
         $24 million,  respectively,  at September 30, 1997. The  transaction is
         subject  to  regulatory   approvals  and  approval  by  the  Companies'
         shareholders.

4.       Non-Performing Assets and Allowance for Loan Losses

                  At  September   30,  1997,   the  Bank  had  $6.6  million  in
         non-performing  assets  (loans  90 days or more past  due,  other  real
         estate owned and repossessed assets). The provision for loan losses was
         $860,000 and $255,000 for the nine months ended  September 30, 1997 and
         1996,  respectively.  The increase in the provision for loan losses for
         the nine months ended  September  30, 1997  compared to the nine months
         ended  September  30,  1996  is  primarily  due to the  realignment  of
         Family's loan loss reserve policy to that of the Bank.

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

                  In the normal course of business,  the Bank has recognized and
         will  continue to  recognize  losses  resulting  from the  inability of
         certain borrowers to repay loans and the insufficient  realizable value
         of  collateral  securing  such  loans.   Accordingly,   management  has
         established an allowance for loan losses, which totaled $4.5 million at
         September 30, 1997.

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

5.       Commitments and Contingencies

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

     At September 30, 1997, the Bank had adjustable  rate  commitments to extend
credit of approximately

                                        7

<PAGE>
         $60 million  excluding  the  undisbursed  portion of  loans-in-process.
         These  commitments are primarily for commercial lines of credit secured
         by commercial real estate or other business assets, and for one-to-four
         family residential properties .

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

                  On August 6, 1997, a final  judgement was ordered on a pending
         litigation  matter  against  the Company  whereby the Company  will pay
         approximately  $400,000 to the plaintiff in the matter. The Company had
         accrued  approximately  $400,000 related to this pending  litigation at
         September 30, 1997.

6.        Income per Common Share

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

                  In March 1997, the Financial Accounting Standards Board issued
         Statement  of  Financial  Accounting  Standards  No. 128 ("SFAS  128"),
         "Earnings Per Share".  SFAS 128 requires companies with complex capital
         structures  that  have  publicly  held  common  stock or  common  stock
         equivalents  to  present  both  basic and  diluted  earnings  per share
         ("EPS") on the face of the income statement.  The presentation of basic
         EPS  replaces the  presentation  of primary EPS  currently  required by
         Accounting  Principles  Board Opinion No. 15 ("APB No. 15"),  "Earnings
         Per  Share".  Basic EPS is  calculated  as income  available  to common
         stockholders  divided by the weighted  average  number of common shares
         outstanding during the period.  Diluted EPS (previously  referred to as
         fully diluted EPS) is calculated  using the "if  converted"  method for
         convertible  securities  and the treasury  stock method for options and
         warrants as prescribed  by APB No. 15. This  statement is effective for
         financial statements issued for interim and annual periods ending after
         December  15,  1997.  The Company does not believe the adoption of SFAS
         128 in  fiscal  1998 will have a  significant  impact on the  Company's
         reported EPS.


                                       8

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

     Comparison of the Three and Nine months ended September 30, 1997 and 1996

Results of Operations
         The Company had net income of $1.8 million or $.10 per common share for
the three months ended September 30, 1997 compared to net income of $1.4 million
or $.08 per common  share for the three  months ended  September  30, 1996.  Net
income for the nine months ended September 30, 1997 was $2.3 million or $.11 per
common share compared to net income of $4.7 million or $.26 per common share for
the nine months ended  September  30,  1996.  The decrease in net income for the
nine months ended  September  30, 1997 is primarily  due to the one-time  merger
expenses of  approximately  $4.0  million  ($2.5  million net of income  taxes),
associated with the Family Bank  acquisition  which closed on June 30, 1997. Net
income for the nine months  ended  September  30,  1997 was also  impacted by an
increase of $595,000, pretax, for the provision for loan losses and
an increase of $1.4 million,  pre-tax,  in Stock  Appreciation  Rights  ("SARs")
accrual compared to the nine months ended September 30, 1996. These increases in
expenses were partially  offset by a $1.4 million or 7% increase in net interest
income for the nine months ended  September 30, 1997 compared to the nine months
ended September 30, 1996. Net interest income  increased  $612,000 or 9% for the
three  months  ended  September  30,  1997  compared to the three  months  ended
September 30, 1996.

Net Interest Income

         The increase in net interest income for the quarter ended September 30,
1997 compared to the quarter  ended  September 30, 1996 is due to an increase of
$13 million in net interest-earning  assets offset by a decrease in net interest
margin  of  20  basis  points.   Average   interest-earning   assets   increased
approximately $68 million while average  interest-bearing  liabilities increased
approximately $55 million for the three months ended September 30, 1997 compared
to the three months ended  September 30, 1996. The Bank purchased $25 million of
mortgage-backed  securities  in December 1996 which were funded by a $25 million
Federal Home Loan Bank  advance,  which  contributed  to the increase in average
interest earnings assets and interest bearing  liabilities.  The decrease in net
interest  margin for the three months ended  September  30, 1997 compared to the
three months  ended  September  30, 1996 was also  primarily a result of the $25
million leverage transaction.

Net interest  income  increased $1.4 million for the nine months ended September
30, 1997 compared to the nine months ended  September 30, 1996.  The increase is
due to a $29.6  million  increase  in net  interest-earning  assets  offset by a
decrease in net interest  margin of 32 basis  points.  Average  interest-earning
assets and average  interest-bearing  liabilities  increased  $67.7  million and
$38.0  million,  respectively,  for the nine  months  ended  September  30, 1997
compared to the nine months ended September 30, 1996.

Provision for Loan Losses

         The  provision for loan losses  decreased  $75,000 for the three months
ended  September 30, 1997 compared to the three months ended September 30, 1996.
For the nine months ended  September  30, 1997,  the  provision  for loan losses
increased  $595,000  compared  to the  nine  months  ended  September  30,  1996
primarily as a result of the realignment of Family's loan loss reserve policy to
that of the Bank.

Non-Interest Income

         Non-interest  income  decreased  $119,000  for the three  months  ended
September  30,  1997  compared  to the three  months  ended  September  30, 1996
primarily due to an increase of $266,000 in gain on sale of  investments  offset
by decreases of $280,000 in gain on sale of loans,  $56,000 in service charge on
deposit accounts and $49,000 in other income. No significant  change occurred in
non-interest income for the nine months ended September 30, 1997 compared to the
nine months ended September 30, 1996.


                                       9

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

         Operating  expenses  decreased  $93,000 or 1.5% for the  quarter  ended
September 30, 1997 compared to the quarter  ended  September 30, 1996  primarily
due to a decrease in insurance  expense of $1.3  million  offset by increases of
$980,000 in employee  compensation and benefits,  $119,000 in professional  fees
and $187,000 in other operating expenses.  The increase in employee compensation
and benefits  expenses is due to the accrual of $900,000 for Stock  Appreciation
Rights  (SARs) for the  quarter  ended  September  30,  1997.  The  increase  in
professional  fees for the three months ended September  30,1997 compared to the
three months ended September 30, 1996 is due to a $50,000 litigation  settlement
in August 1997 and an  increase in legal fees  associated  with  litigation  and
problem  loans.  Insurance  expense  decreased $1.2 million for the three months
ended  September 30, 1997 compared to the three months ended  September 30, 1996
due to the one time special Savings Association Insurance Fund (SAIF) assessment
in September  1996.  The  additional  decrease in insurance  expense is due to a
decrease in FDIC  premiums  and other  insurance  premiums  and a refund of FDIC
premium from 1996.  The FDIC  premiums  were reduced for all deposits  effective
January 1, 1997 after the one-time special assessment made in September 1996.

         Operating expenses,  excluding merger costs, increased $533,000 or 3.2%
for the nine months ended  September  30, 1997 compared to the nine months ended
September  30,  1996.  The increase in  operating  expenses is due  primarily to
increases  of $1.2  million in  employee  compensation  and  benefits,  $267,000
increase in occupancy  and  equipment  expenses and $495,000 in other  operating
expenses  offset by a decrease of $1.5  million in insurance  expense.  Employee
compensation and benefits  increased  approximately $1.4 million related to SARs
accrual offset by $180,000 of non recurring  employee  compensation  expenses in
the nine months ended  September 30, 1996  associated with the absorption of the
Banyan Bank acquisition. Occupancy and equipment expenses increased for the nine
months ended  September 30, 1997 compared to the nine months ended September 30,
1996  due to an  increase  in  equipment  associated  with  the  change  in data
processing  bureaus  which took place in August  1996 and a one-time  payment of
$50,000 for early  cancellation of a lease.  Other operating  expenses increased
due primarily to non recurring expenses of $100,000 associated with the start-up
of the trust services division and $150,000 of fixed asset write-off  associated
with the relocation of a branch. Insurance expense decreased for the nine months
ended  September 30, 1997  compared to the nine months ended  September 30, 1996
due to the one-time  special SAIF  assessment of $1.2 million in September 1996,
an approximate savings of $190,000 in FDIC premiums, a decrease of approximately
$60,000 in other  insurance  premiums and a $75,000 FDIC premium refund received
in January 1997.

Provision for Income Taxes

         Income tax  expenses  increased  $280,000  for the three  months  ended
September 30, 1997 compared to the three months ended  September 30, 1996 due to
an  increase  of  $661,000  in  income  before  taxes and a 2%  increase  in the
effective tax rate in 1997 compared to 1996. Income taxes decreased $1.6 million
for the nine months ended  September  30, 1997 compared to the nine months ended
September  30, 1996 due to a decrease of $3.7  million in income  before  taxes.
Income  before income taxes  decreased  for the nine months ended  September 30,
1997  compared to the nine months  ended  September  30, 1996 due  primarily  to
merger  expenses of $4.0  million  associated  with the Family Bank  acquisition
which closed on June 30, 1997.

Liquidity, Sources of Capital and Capital Requirements

         As a member of the Federal Home Loan Bank  System,  the Bank is subject
to regulations  which require it to maintain "long term" liquidity  ratios.  The
majority of the liquid  assets of the bank are  investments  available-for-sale,
deposits with the Federal Home Loan Bank of Atlanta and federal funds sold.  The
Bank was in compliance with liquidity  requirements during the nine months ended
September 30, 1997.

     On certain occasions,  demand for loan funds may exceed cash available from
deposits. On such occasions, the

                                       10

<PAGE>
Bank may borrow funds from the Federal Home Loan Bank of Atlanta,  draw on lines
of credit with  commercial  banks and/or  enter into  repurchase  agreements  on
eligible investments.

         Cash and cash equivalents decreased by approximately $15 million during
the nine months ended  September 30, 1997. The decrease in cash is due primarily
to loan originations,  net of principal  paydowns,  of approximately $47 million
dividend  payments of  approximately  $4 million and fixed  asset  purchases  of
approximately $3 million offset by cash provided by operating  activities of $18
million, an increase in FHLB advances of $12 million and an increase in deposits
and  securities  sold under  agreements  to  repurchase.  The  majority  of loan
originations  during  the nine  months  ended  September  30,  1997  related  to
commercial  business and  commercial  real estate loans.  Fixed asset  purchases
consist primarily of computer  equipment required for integration of Family Bank
branches,  land for new branch sites and  leasehold  improvements  and equipment
associated with the start-up of trust services division.

The following table shows the capital amounts and ratios of the Bank at 
September 30, 1997


(Dollars in thousands)                       Amount                  Ratio
----------------------------------------------------  ---------------------
Total risk based capital                     $53,139                  11.9%


Tier 1 risk based capital                    $48,265                  10.8%
Leverage capital                             $48,265                   7.9%
====================================================  =====================

         The Bank was in compliance with its' capital  requirements at September
30, 1997.

Financial Condition

         As of September  30, 1997,  total assets  increased  approximately  $22
million or 3.6% from December 31, 1996.  Loans-net  increased  approximately $45
million which was funded by a decrease of approximately  $15 million in interest
bearing  deposits  in other  institutions  and federal  funds sold,  the sale of
approximately $8 million of loans held for sale, an increase in FHLB advances of
$12 million, an increase in deposits of approximately $3 million, an increase in
securities sold under  agreements to repurchase of  approximately $2 million and
an increase in Bank drafts  payable and advances  from  borrowers  for taxes and
insurance of approximately $5 million.





                                       11

<PAGE>




                     REPUBLIC SECURITY FINANCIAL CORPORATION


                                   SIGNATURES


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





                                   Republic Security Financial Corporation
                                                (Registrant)



Date: November 14, 1997            /s/ Carla H. Pollard        
      ------------------           -------------------- 
                                   Carla H. Pollard
                                   Vice President/Controller









                                       12

<PAGE>
PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a) The following exhibits are included herein:
     Ex-11 -   Statement regarding Computation of Earnings Per Share
(b) A report on Form 8-K was filed on August 8, 1997 for the Agreement and 
    Plan of Merger with County Financial Corporation
(c) A report on Form 8-K was filed on August 20, 1997 in connection with the 
    merger with Family Bank
                                       13