

              As filed with the Securities and Exchange Commission
                                 on May 1, 2000
                          Registration No. 333-_______

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                             ----------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------

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

                                    DELAWARE
         (State of other jurisdiction of incorporation or organization)

                                   65-0405207
                      (I.R.S. Employer Identification No.)

                               4400 PGA BOULEVARD
                                    SUITE 200
                        PALM BEACH GARDENS, FLORIDA 33410
                    (Address of principal executive offices)

                             1998 STOCK OPTION PLAN
                            (Full title of the plans)

                                  WARD KELLOGG
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             ADMIRALTY BANCORP, INC.
                               4400 PGA BOULEVARD
                                    SUITE 200
                        PALM BEACH GARDENS, FLORIDA 33410
                     (Name and address of agent for service)

                                 (561) 624-4701
          (Telephone number, including area code of agent for service)

<PAGE>

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================== =================== ==================== ========================= ========================
Title of Securities to   Amount to be        Proposed Maximum     Proposed Maximum          Amount of Registration
be Registered            Registered (1)      Offering Price Per   Aggregate Offering        Fee (2)
                                             Share                Price (2)
------------------------ ------------------- -------------------- ------------------------- ------------------------
<S>                      <C>                 <C>                  <C>                       <C>
Class B Common Stock,
no par value per share   372,613             $10.50               $3,912,437                $1,088
======================== =================== ==================== ========================= ========================
</TABLE>

         (1)      Represents shares to be issued upon the exercise of stock
                  options under the 1998 Stock Option Plan.

         (2)      Estimated solely for the purpose of calculating the
                  registration fee.

         In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan(s) described herein.

                                       2
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

         The company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and,
accordingly, files periodic reports and other information with the Securities
and Exchange Commission (the "SEC"). Reports, proxy statements and other
information concerning the company filed with the SEC may be inspected and
copies may be obtained (at prescribed rates) at the SEC's Public Reference
Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission also maintains a Website that contains copies of such material. The
address of the Commission's Website is (http://www.sec.gov).

         The following documents filed with the SEC are hereby incorporated by
reference into this Registration Statement:

         (a)      the company's Annual Report on Form 10-KSB for the year ended
                  December 31, 1999;

         (b)      the company's Current Reports on Form 8-K dated January 20,
                  2000 and April 26, 2000;

         (c)      the description of the company's Class B Common Stock, no par
                  value per share, contained in the Registrant's Registration
                  Statement on Form 8-A, as filed with the Securities and
                  Exchange Commission on September 15, 1998 to register the
                  Class B Common Stock under Section 12(g) of the Exchange Act.

         In addition, all documents subsequently filed by the company with the
SEC pursuant to Sections 12, 13(a), 14 and 15(d) of the Exchange Act after the
effective date of this Registration Statement, but prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the respective date of filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is incorporated or
is deemed to be incorporated by reference herein modified or superseded such
statement. Any such statement so modified or superseded shall not

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<PAGE>

be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

         Not applicable.


ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The objective of the following indemnification provision is to assure
that indemnification can be invoked by the company for its directors, officers,
employees and agents and former officers, directors, employees and agents who
incur expenses in proving their honesty and integrity, provided they meet
minimum qualifications touching upon the concept of wrongdoing.

         In accordance with the Delaware General Corporation Law, Article FIFTH
of the Registrant's Amended and Restated Certificate of Incorporation provides
as follows:

FIFTH:            (A)      A director of the Corporation shall not be personally
                           liable to the Corporation or its stockholders for
                           monetary damages for breach of fiduciary duty as a
                           director, except to the extent such exemption from
                           liability or limitation thereof is not permitted
                           under the Delaware General Corporation Law.

                  (B)      (1) The Corporation shall indemnify any person who
                           was or is a party or is threatened to be made a party
                           to any threatened, pending or completed action, suit
                           or proceeding, whether civil or criminal,
                           administrative or investigative (other than an action
                           by or in the right of the Corporation) by reason of
                           the fact that he is or was a director or officer of
                           the Corporation, or is or was serving at the request
                           of the Corporation as a director or officer of
                           another corporation, partnership, joint venture,
                           trust or other enterprise, against expenses
                           (including attorneys' fees), judgments, fines and
                           amounts paid in settlement actually and reasonably
                           incurred by him in connection with such action, suit
                           or proceeding if he acted in good faith and in a
                           manner he

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<PAGE>

                           reasonably believed to be in or not opposed to the
                           best interests of the Corporation, and, with respect
                           to any criminal action or proceeding, had no
                           reasonable cause to believe his conduct was unlawful.
                           The termination of any action, suit or proceeding by
                           judgment, order, settlement, conviction or upon a
                           plea of NOLO CONTENDERE or its equivalent, shall not,
                           in itself, create a presumption that the person did
                           not act in good faith and in a manner he reasonably
                           believed to be in or not opposed to the best
                           interests of the Corporation, and, with respect to
                           any criminal action or proceeding, had no reasonable
                           cause to believe that his conduct was unlawful.

                           (2) The Corporation shall indemnify any person who
                           was or is a party or is threatened to be made a party
                           to any threatened, pending or completed action or
                           suit by or in the right of the Corporation to procure
                           a judgment in its favor by reason of the fact that he
                           is or was a director or officer of the Corporation,
                           or is or was serving at the request of the
                           Corporation as a director or officer of another
                           corporation, partnership, joint venture, trust or
                           other enterprise against expenses (including
                           attorneys' fees) actually and reasonably incurred by
                           him in connection with the defense or settlement of
                           such action or suit if he acted in good faith and in
                           a manner he reasonably believed to be in or not
                           opposed to the best interests of the Corporation and
                           except that no indemnification shall be made in
                           respect of any claims, issues or matters as to which
                           such person shall have been adjudged to be liable to
                           the Corporation unless and only to the extent that
                           the Court of Chancery or the court in which such
                           action or suit was brought shall determine upon
                           application that, despite the adjudication of
                           liability, but in view of all the circumstances of
                           the case, such person is fairly and reasonably
                           entitled to indemnify for such expenses which the
                           Court of Chancery or such other court shall deem
                           proper.

                                       5
<PAGE>

                           (3) The right to indemnification conferred in this
                           Article Fifth shall also include the right to be paid
                           by the Corporation the expenses incurred in
                           connection any such proceeding in advance of its
                           final disposition to the fullest extent permitted by
                           the Delaware General Corporation Law.

                           (4) The Corporation may, by action of its Board of
                           Directors, provide indemnification to such of the
                           employees and agents of the Corporation and such
                           other persons serving at the request of the
                           corporation as employees or agents of another
                           corporation, partnership, joint venture, trust or
                           other enterprise to such extent and to such effect as
                           is permitted by the Delaware General Corporation Law
                           and the Board of Directors shall determine to be
                           appropriate.

                  (C)      The Corporation shall have power to purchase and
                           maintain insurance on behalf of any person who is or
                           was a director, officer, employee or agent of the
                           Corporation, or is or was serving at the request of
                           the Corporation as a director, officer, employee or
                           agent of another corporation, partnership, joint
                           venture, trust or other enterprise against any
                           expenses, liability or loss incurred by such person
                           in any such capacity or arising out of his status as
                           such, whether or not the Corporation would have the
                           power to indemnify him against such liability under
                           the Delaware General Corporation Law.

                  (D)      The right to indemnification conferring in this
                           Article Fifth shall be a contract right. The rights
                           and authority conferred in this Article Fifth shall
                           not be exclusive of any other right which any person
                           may otherwise have or hereafter acquire.

                  (E)      No amendment, modification or repeal of this Article
                           Fifth, nor the adoption of any provision of this
                           Certificate of Incorporation or the By-laws of the
                           Corporation, nor, to the fullest extent permitted by
                           the Delaware General Corporation Law, any amendment,
                           modification or repeal of law shall eliminate or
                           reduce the effect of this Article Fifth or adversely
                           affect any right or protection then existing
                           hereunder in respect of any acts or omissions
                           occurring prior to such amendment, modification,
                           repeal or adoption.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                       6
<PAGE>

ITEM 8.   EXHIBITS.

         The following exhibits are filed with this Registration Statement.

         EXHIBIT
         NUMBER   DESCRIPTION OF EXHIBIT

         4        Form of 1998 Stock Option Plan

         5        Opinion of Jamieson, Moore, Peskin & Spicer, P.C.

         23(a)    Consent of KPMG LLP

         23(b)    Consent of Grant Thornton LLP

         23(c)    Consent of Jamieson, Moore, Peskin & Spicer, P.C. (included in
                  the Opinion filed as Exhibit 5 hereto)

ITEM 9.   UNDERTAKINGS.

         (a)      The undersigned company hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i) To include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement;

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the Registration Statement or any material change to such
                  information in the Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the company pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

                                       7
<PAGE>

                  (2) That, for purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
company's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at the time shall be deemed
to be the initial bona fide offering thereof.

         (h) insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the company pursuant to the foregoing provisions, or otherwise, the
company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the company of expenses
incurred or paid by a director, officer of controlling person of the company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       8
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Palm Beach Gardens,
State of Florida on May 1, 2000.

                                            ADMIRALTY BANCORP, INC.
                                            (Registrant)


                                            By: /S/ WARD KELLOGG
                                               --------------------------------
                                                    Ward Kellogg
                                                    President and
                                                    Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on this day of May 1, 2000.

<TABLE>
<CAPTION>

NAME                                             TITLE                                DATE
----                                             -----                                ----
<S>                                              <C>                                  <C>
/S/ BRUCE A. MAHON                               Chairman of the Board                May 1, 2000
--------------------------------------
BRUCE A. MAHON

/S/ DAVID B. DICKENSEN                           Director                             May 1, 2000
--------------------------------------
DAVID B. DICKENSEN

/S/ LESLIE E. GOODMAN                            Director                             May 1, 2000
--------------------------------------
LESLIE E. GOODMAN

/S/ THOMAS L. GRAY, JR.                          Director                             May 1, 2000
--------------------------------------
THOMAS L. GRAY, JR.

/S/ THOMAS J. HANFORD                            Director                             May 1, 2000
--------------------------------------
THOMAS J. HANFORD

/S/ SIDNEY L. HOFING                             Director                             May 1, 2000
--------------------------------------
SIDNEY L. HOFING

/S/ WARD KELLOGG                                 Director and                         May 1, 2000
--------------------------------------           Chief Executive Officer
WARD KELLOGG

</TABLE>

                                       9
<PAGE>

<TABLE>
<CAPTION>
<S>                                              <C>                                  <C>
/S/ PETER L. A. PANTAGES                         Director                             May 1, 2000
--------------------------------------
PETER L. A. PANTAGES

/S/ RICHARD P. ROSA                              Director                             May 1, 2000
--------------------------------------
RICHARD P. ROSA

/S/ CRAIG A. SPENCER                             Director                             May 1, 2000
--------------------------------------
CRAIG A. SPENCER

/S/ JOSEPH W. VECCIA, JR.                        Director                             May 1, 2000
--------------------------------------
JOSEPH W. VECCIA, JR.

/S/ MARK A. WOLTERS                              Director                             May 1, 2000
--------------------------------------
MARK A. WOLTERS

/S/ GEORGE R. ZOFFINGER                          Director                             May 1, 2000
--------------------------------------
GEORGE R. ZOFFINGER

/S/ KEVIN SACKET                                 Treasurer                            May 1, 2000
--------------------------------------           (Principal Accounting
KEVIN SACKET                                     and Financial Officer)

</TABLE>

                                       10
<PAGE>

                          EXHIBIT INDEX TO REGISTRATION
                STATEMENT ON FORM S-8 OF ADMIRALTY BANCORP, INC.

       EXHIBIT
       NUMBER     DESCRIPTION OF EXHIBIT
       ------     ----------------------

         4        Form of 1998 Stock Option Plan

         5        Opinion of Jamieson, Moore, Peskin & Spicer, P.C.

         23(a)    Consent of KPMG LLP

         23(b)    Consent of Grant Thornton LLP

         23(c)    Consent of Jamieson, Moore, Peskin & Spicer, P.C. (included in
                  the Opinion filed as Exhibit 5 hereto)

