SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CAPITAL FACTORS HOLDING, INC.
(Exact Name of Registrant as Specified in its Charter)
Florida 65-0500757
___________________________________ _________________
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
1799 West Oakland Park Boulevard
Fort Lauderdale, Florida 33311
________________________________________ _________________
(Address of Principal Executive Offices) (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:
Common Stock, par value $.01 per share
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Reference is made to the discussion of the Registrant's Common
Stock in the section entitled "Description of Securities" contained
in the Registrant's Registration Statement on Form S-1 (File No.
333-3419) filed with the Securities and Exchange Commission on May
9, 1996, which disclosures are incorporated by reference herein.
ITEM 2. EXHIBITS.
3.1 Amended and Restated Articles of Incorporation
3.2 Amended and Restated Bylaws*
4.1 Form of Common Stock Certificate*
_____________________
* Incorporated herein by reference to the Exhibit of the same
number included with the Registrant's Registration Statement
on Form S-1 (No. 333-3419).
SIGNATURE
Pursuant to the requirements of Section 12 of the Exchange
Act, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly
authorized.
June 10, 1996 CAPITAL FACTORS HOLDING, INC.
By:/s/John W. Kiefer
John W. Kiefer, President
and Chief Executive Officer
