BANKATLANTIC BANCORP INC
8-A12G, 1997-11-18
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       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


                           BANKATLANTIC BANCORP, INC.
                           --------------------------
             (Exact name of registrant as specified in its charter)


            FLORIDA                                   65-0507804
            -------                                   ----------
    (State of incorporation              (I.R.S. Employer Identification No.)
        or organization)


     1750 E. SUNRISE BOULEVARD
     FORT LAUDERDALE, FLORIDA                            33304
     ------------------------                            -----
(Address of principal executive offices)             (Zip Code)



        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



     If this form relates to the registration of a class of securities  pursuant
to  Section  12(b) of the  Exchange  Act and is  effective  pursuant  to General
Instruction A.(c), check the following box.  | |

     If this form relates to the registration of a class of securities  pursuant
to  Section  12(g) of the  Exchange  Act and is  effective  pursuant  to General
Instruction A.(d), check the following box.  |x|

           Securities Act registration statement file number to which
                          this form relates: 333-38799
                                             ---------


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

                  Convertible Subordinated Debentures Due 2007
                  --------------------------------------------
                                (Title of Class)


<PAGE>



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

     A description of the Registrant's  Convertible  Subordinated Debentures due
2007 to be registered  hereunder is set forth under the caption  "Description of
the  Debentures"  in  the  Registrant's   Registration  Statement  on  Form  S-3
(Registration No. 333-38799),  filed with the Securities and Exchange Commission
on October 27, 1997, which description is incorporated herein by reference.


ITEM 2.  EXHIBITS.
- -------  ---------

3.1  Amended  and  Restated   Articles  of   Incorporation   of  the  Registrant
     (incorporated by reference to Exhibit 3.1 to the Registrant's  Registration
     Statement on Form S-3, filed on June 5, 1996 (Registration No. 333-05287)).

3.2  Bylaws of the Registrant  (incorporated  by reference to Exhibit 3.2 to the
     Registrant's  Registration  Statement  on Form  S-4,  filed on May 5,  1994
     (Registration No. 33-77708)).

4.1  Form of Indenture with respect to the Registrant's Convertible Subordinated
     Debentures  due 2007  (incorporated  by  reference  to  Exhibit  4.1 to the
     Registrant's  Registration Statement on Form S-3, filed on October 27, 1997
     (Registration Statement No. 333-38799)).

4.2  Specimen  Convertible  Subordinated  Debenture  due 2007  (incorporated  by
     reference to Exhibit 4.2 to the Registrant's Registration Statement on Form
     S-3, filed on October 27, 1997 (Registration Statement No. 333-38799)).




<PAGE>



SIGNATURE

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.

                                          BANKATLANTIC BANCORP, INC.


                                          By: /s/Jasper Eanes
                                              --------------------
                                                 Jasper Eanes
                                            Executive Vice President
                                           and Chief Financial Officer




Date:  November 18, 1997




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