REPUBLIC BANCSHARES INC
8-A12G/A, 1997-07-16
STATE COMMERCIAL BANKS
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

   
                               Amendment No. 1
                                      To
    

                                   FORM 8-A



               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                           REPUBLIC BANCSHARES, INC.
                              RBI CAPITAL TRUST I
  (Exact name of registrant and co-registrant as specified in its charter)


                Florida                                59-3264661
               Delaware                                Applied for
 (State of incorporation or organization)   (I.R.S. Employer Identification No.)


              111 SECOND AVENUE N.E.
              ST. PETERSBURG, FLORIDA                     33701 
      (Address of principal executive office)           (zip code)

If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box [ ]

If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box [ ]

Securities to be registered pursuant to Section 12(b) of the Act:

             Title of each class                    Name of each exchange on
          which to be so registered              each class is to be registered
                    NONE                                      NONE

Securities to be registered pursuant to Section 12(g) of the Act:

         ___%     CUMULATIVE TRUST PREFERRED SECURITIES OF RBI CAPITAL TRUST I 
         ___%     JUNIOR SUBORDINATED DEBENTURES OF REPUBLIC BANCSHARES, INC. 
                  GUARANTEE OF REPUBLIC BANCSHARES, INC. OF CERTAIN OBLIGATIONS
                  UNDER THE PREFERRED SECURITIES (title of Class)

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                           REPUBLIC BANCSHARES, INC.
                              RBI CAPITAL TRUST I

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1.          DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

   
         A description of the Securities to be registered hereunder is set
forth under the captions "Description of the Preferred Securities,"
"Description of the Junior Subordinated Debentures" and "Relationship Among the
Preferred Securities, the Junior Subordinated Debentures and the Guarantee" in
the prospectus contained in Amendment No. 2 to the Registrants' Registration
Statement on Form S-2 (Registration Nos. 333-28213 and 333-28213-01), filed
with the Securities and Exchange Commission  on July 16, 1997, which
description is incorporated herein by reference. 
    

ITEM 2.          EXHIBITS.

   

         The following exhibits are filed herewith:

         4.1     Form of Indenture with respect to Republic Bancshares, Inc.'s
                 Junior Subordinated Debentures (incorporated by reference to
                 Exhibit 4.1 to the Registrants' Registration Statement on Form
                 S-2 (Registration Nos. 333-28213 and 333-28213-01)).

         4.2     Form of Specimen Junior Subordinated Debenture (incorporated
                 by reference to Exhibit 4.2 to the Registrants' Registration
                 Statement on Form S-2 (Registration Nos. 333-28213 and
                 333-28213-01)).

         4.3     Certificate of Trust of RBI Capital Trust I (incorporated by 
                 reference to Exhibit 4.3 to the Registrants' Registration 
                 Statement on Form S-2 (Registration Nos. 333-28213 and
                 333-28213-01)).

         4.4     Trust Agreement of RBI Capital Trust I (incorporated by
                 reference to Exhibit 4.4 to the Registrants' Registration
                 Statement on Form S-2 (Registration Nos. 333-28213 and
                 333-28213-01)).

         4.5     Form of Amended and Restated Trust Agreement of RBI Capital
                 Trust I (incorporated by reference to Exhibit 4.5 to the
                 Registrants' Registration Statement on Form S-2 (Registration
                 Nos. 333-28213 and 333-28213-01)).

         4.6     Form of Certificate for Cumulative Trust Preferred Securities
                 of RBI Capital Trust I (incorporated by reference to Exhibit
                 4.6 to the Registrants' Registration Statement on Form S-2
                 (Registration Nos. 333-28213 and 333-28213-01)).

         4.7     Form of Guarantee Agreement for RBI Capital Trust I
                 (incorporated by reference to Exhibit 4.7 to the Registrants'
                 Registration Statement on Form S-2 (Registration Nos.
                 333-28213 and 333-28213-01)).
    

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                                   SIGNATURE

   
         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, Republic Bancshares, Inc. has duly caused this Amendment No. 1 to
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
    




                                        REPUBLIC BANCSHARES, INC.



                                        By:  /s/ John Sapanski
                                            ----------------------------------
                                            John Sapanski, Chairman of the 
                                            Board of Directors and Chief 
                                            Executive Officer
   
Date:  July 15, 1997
    


   
        Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, RBI Capital Trust I has duly caused this Amendment No. 1 to this 
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized.
    




                                            RBI CAPITAL TRUST I



                                            By: /s/ John Sapanski
                                               ------------------------------- 
                                               John Sapanski, Trustee
   
Date:  July 15, 1997
    



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