SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                                    FORM 10-Q

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

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

                    For the Quarter Ended September 30, 2003

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

                       Commission File Number: 333-103225

                               LEVITT CORPORATION
                         State of Incorporation: Florida

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

                I.R.S. Employer Identification Number: 11-3675068

           1750 East Sunrise Boulevard, Fort Lauderdale, Florida 33304
                                 (954) 760-5200

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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 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),

                                                                  Yes |X| No |_|

and (2) has been subject to such filing requirements for the past 90 days.

                                                                  Yes |_| No |X|

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

                                                                  Yes |_| No |X|

Indicate the number of shares outstanding for each of the Registrant's classes
of common stock, as of the latest practicable date:

             Common Stock of $.01 par value, 100 shares outstanding.


                                       1
<PAGE>

                       Levitt Corporation and Subsidiaries
                   Index to Consolidated Financial Statements

PART I.     FINANCIAL INFORMATION

Item 1.     Financial Statements:

            Consolidated Statements of Financial Condition as of September 30,
            2003 and December 31, 2002 - Unaudited

            Consolidated Statements of Operations for the three and nine month
            periods ended September 30, 2003 and 2002 - Unaudited

            Consolidated Statements of Shareholder's Equity and Comprehensive
            Income for the nine months ended September 30, 2003 - Unaudited

            Consolidated Statements of Cash Flows for the nine months ended
            September 30, 2003 and 2002 - Unaudited

            Notes to Unaudited Consolidated Financial Statements

Item 2.     Management's Discussion and Analysis of Financial Condition and
            Results of Operations

Item 3.     Quantitative and Qualitative Disclosures about Market Risk

Item 4.     Controls and Procedures

PART II.    OTHER INFORMATION

Item 6.     Exhibits and Reports on Form 8-K

SIGNATURES


                                       2
<PAGE>

                               LEVITT CORPORATION
            (A WHOLLY OWNED SUBSIDIARY OF BANKATLANTIC BANCORP, INC.)
           CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION - UNAUDITED
                        (IN THOUSANDS EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                             SEPTEMBER 30,    DECEMBER 31,
                                                                 2003             2002
                                                             -------------    ------------
<S>                                                          <C>                  <C>
                              ASSETS

Cash and cash equivalents                                    $    36,045           16,014
Restricted cash                                                    3,301            2,988
Notes receivable                                                   5,163            6,082
Inventory of real estate                                         234,854          198,126
Investments in real estate joint ventures                          3,861            4,251
Investment in Bluegreen Corporation                               63,583           57,332
Other assets                                                       7,262            4,710
Deferred tax asset, net                                            2,454            5,958
                                                             -----------      -----------
   Total assets                                              $   356,523          295,461
                                                             ===========      ===========

               LIABILITIES AND SHAREHOLDER'S EQUITY

Accounts payable and accrued liabilities                     $    64,991           36,897
Current income tax payable to affiliate                            3,174            3,432
Notes and mortgage notes payable                                 108,323           85,359
Notes and mortgage notes payable
 to affiliates                                                    53,242           57,505
Development bonds payable                                          1,020            4,581
                                                             -----------      -----------
   Total liabilities                                             230,750          187,774

Minority interest in consolidated joint venture                      250              154

Shareholder's equity:
Common stock, $.01 par value, authorized 10,000 shares;
 issued and outstanding 100 shares                                    --               --
Additional paid-in capital                                        68,296           68,402
Retained earnings                                                 56,858           39,537
Accumulated other comprehensive income (loss)                        369             (406)
                                                             -----------      -----------
   Total shareholder's equity                                    125,523          107,533
                                                             -----------      -----------
   Total liabilities and shareholder's equity                $   356,523          295,461
                                                             ===========      ===========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                       3
<PAGE>

                               LEVITT CORPORATION
            (A WHOLLY OWNED SUBSIDIARY OF BANKATLANTIC BANCORP, INC.)
                CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                              THREE MONTHS                      NINE MONTHS
                                                                           ENDED SEPTEMBER 30,               ENDED SEPTEMBER 30,
                                                                       --------------------------         --------------------------
                                                                         2003              2002              2003             2002
                                                                       --------------------------         --------------------------
<S>                                                                    <C>                  <C>             <C>               <C>
REVENUES:
      Sales of real estate                                             $ 64,930            40,980          184,933           125,697
      Title and mortgage operations                                         607               393            1,588             1,033
                                                                       --------          --------         --------          --------
                                                                         65,537            41,373          186,521           126,730
                                                                       --------          --------         --------          --------

COSTS AND EXPENSES:
      Cost of sales of real estate                                       46,487            32,588          135,162            95,393
      Selling, general and administrative expenses                       10,167             7,021           28,553            20,851
      Interest expense, net                                                  --                63              249               383
      Other expenses                                                        422               332            1,206               905
      Minority interest                                                     (22)               --              127                --
                                                                       --------          --------         --------          --------
                                                                         57,054            40,004          165,297           117,532
                                                                       --------          --------         --------          --------
                                                                          8,483             1,369           21,224             9,198

Earnings from Bluegreen Corporation                                       3,350               941            5,156             2,463
(Loss) earnings from joint ventures                                         (16)              130              (98)            1,506
Interest and other income                                                   663               396            1,930             1,762
                                                                       --------          --------         --------          --------
      Income before income taxes                                         12,480             2,836           28,212            14,929

      Provision for income taxes                                          4,819               336           10,891             3,675
                                                                       --------          --------         --------          --------
      NET INCOME                                                       $  7,661             2,500           17,321            11,254
                                                                       ========          ========         ========          ========
</TABLE>

      See accompanying notes to unaudited consolidated financial statements.


                                       4
<PAGE>

                               LEVITT CORPORATION
            (A WHOLLY OWNED SUBSIDIARY OF BANKATLANTIC BANCORP, INC.)
               CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY AND
                        COMPREHENSIVE INCOME - UNAUDITED
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                                        ACCUMULATED
                                                COMPRE-                                                    COMPRE-
                                                HENSIVE                    ADDITIONAL                      HENSIVE
                                                INCOME         COMMON       PAID-IN       RETAINED         INCOME
                                                (LOSS)          STOCK       CAPITAL       EARNINGS         (LOSS)         TOTAL
                                              ----------      --------     ----------     ---------     -----------     --------
<S>                                           <C>             <C>             <C>            <C>              <C>        <C>
BALANCE AT DECEMBER 31, 2001                                        --        50,003         20,025            --         70,028
Net income                                    $   11,254            --            --         11,254            --         11,254
Other comprehensive income, net of tax:
  Unrealized gain on retained interests
    of Bluegreen Corporation, net of tax             362            --            --             --           362            362
                                              ----------
Comprehensive income                          $   11,616
                                              ==========

Capital contribution                                                --        18,618             --            --         18,618

Issuance of  Bluegreen Corporation
  common stock, net of tax                                          --          (192)            --            --           (192)
                                                              --------      --------       --------      --------       --------

BALANCE AT SEPTEMBER 30, 2002                                 $     --        68,429         31,279           362        100,070

BALANCE AT DECEMBER 31, 2002                                        --        68,402         39,537          (406)       107,533
Net income                                    $   17,321            --            --         17,321            --         17,321
Other comprehensive income, net of tax:
  Unrealized gain on retained interests
    of Bluegreen Corporation, net of tax             775            --             --            --            775           775
                                              ----------
Comprehensive income                          $   18,096
                                              ==========
Issuance of  Bluegreen Corporation
  common stock, net of tax                                          --          (106)            --            --           (106)
                                                              --------      --------       --------      --------       --------

BALANCE AT SEPTEMBER 30, 2003                                 $     --        68,296         56,858           369        125,523
                                                              ========      ========       ========      ========       ========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                       5
<PAGE>

                               LEVITT CORPORATION
            (A WHOLLY OWNED SUBSIDIARY OF BANKATLANTIC BANCORP, INC.)
                CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                           NINE MONTHS
                                                                       ENDED SEPTEMBER 30,
                                                                  ---------------------------
                                                                     2003             2002
                                                                  ----------       ----------
<S>                                                               <C>                  <C>
OPERATING ACTIVITIES:
   Net income                                                     $   17,321           11,254
Adjustments to reconcile net income to net cash
 provided by (used in) operating activities:
 Depreciation and amortization                                           226               83
 Minority interest expense                                               127               --
 Increase in deferred income taxes                                     3,078            2,417
 (Decrease) increase in current income taxes                            (258)             222
 Earnings from Bluegreen Corporation                                  (5,156)          (2,463)
 Loss (earnings) from joint ventures                                      99           (1,506)
 Changes in operating assets and liabilities:
   Increase in restricted cash                                          (313)          (2,489)
   Increase in inventory of real estate                              (36,728)         (55,568)
   Decrease in notes receivable                                          919              288
   (Increase) decrease in other assets                                (2,405)           1,059
   Increase in accounts payable,
     accrued expenses and other liabilities                           28,093            6,876
                                                                  ----------       ----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                    5,003          (39,827)
                                                                  ----------       ----------

INVESTING ACTIVITIES:
 Investment in real estate joint ventures                               (905)            (631)
 Distributions from real estate joint ventures                         1,196            5,573
 Investment in Bluegreen Corporation                                      --          (53,779)
 Other                                                                  (343)            (260)
                                                                  ----------       ----------
NET CASH (USED IN) INVESTING ACTIVITIES                                  (52)         (49,097)
                                                                  ----------       ----------

FINANCING ACTIVITIES:
 Proceeds from notes and mortgage notes payable                       97,784           70,306
 Proceeds from notes and mortgage notes payable to affiliates         28,571           52,030
 Repayment of notes and mortgage notes payable                       (74,820)         (37,409)
 Repayment of notes and mortgage notes payable to affiliates         (32,834)         (23,789)
 Proceeds from development bonds payable                                  --              841
 Repayment of development bonds payable                               (3,590)          (4,985)
 Contributed capital from BankAtlantic Bancorp, Inc.                      --           18,618
 Change in minority interest in consolidated joint ventures              (31)             243
                                                                  ----------       ----------
NET CASH PROVIDED BY  FINANCING ACTIVITIES                            15,080           75,855
                                                                  ----------       ----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                      20,031          (13,069)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF PERIOD                  16,014           23,591
                                                                  ----------       ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                        $   36,045           10,522
                                                                  ==========       ==========
</TABLE>

                                                        (Continued on next page)


                                       6
<PAGE>

                               LEVITT CORPORATION
            (A WHOLLY OWNED SUBSIDIARY OF BANKATLANTIC BANCORP, INC.)
                CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                               NINE MONTHS
                                                                           ENDED SEPTEMBER 30,
                                                                     -----------------------------
                                                                         2003               2002
                                                                     -----------        ----------
<S>                                                                  <C>                     <C>
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid on borrowings, net of capitalized interest             $       340                61
Income taxes paid                                                    $     8,081             1,036
SUPPLEMENTAL DISCLOSURE OF NON-CASH OPERATING,
   INVESTING AND FINANCING ACTIVITIES:
Change in shareholder's equity resulting from the change
   in other comprehensive loss, net of taxes                         $       775               362
Change in shareholder's equity from the net effect
   of Bluegreen's capital transactions, net of taxes                 $      (106)             (192)
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                       7
<PAGE>

                               LEVITT CORPORATION
            (A WHOLLY OWNED SUBSIDIARY OF BANKATLANTIC BANCORP, INC.)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.    PRESENTATION OF INTERIM FINANCIAL STATEMENTS

      Levitt Corporation (the "Company") is the parent company to other entities
operating in the real estate development and investment business. The Company
engages in real estate activities through Levitt and Sons, LLC ("Levitt and
Sons"), a developer of residential properties; Core Communities, LLC ("Core
Communities"), a land developer; Levitt Commercial, LLC ("Levitt Commercial"), a
developer of commercial properties; and several investments in real estate
projects in Florida. The Company also acquired in April 2002 an equity
investment of 34.2% in Bluegreen Corporation ("Bluegreen"), a New York Stock
Exchange-listed company engaged in acquisition, development, marketing and sale
of primarily drive-to vacation interval resorts, golf communities and
residential land.

      The accompanying consolidated statement of financial condition as of
September 30, 2003, the consolidated statements of operations, of cash flows and
of shareholder's equity and comprehensive income for the three and nine-month
periods ended September 30, 2003 and 2002, are unaudited. The consolidated
statement of financial condition as of December 31, 2002 was derived from
audited financial statements, but does not include all disclosures required by
accounting principles generally accepted in the United States of America. In the
opinion of management, such information includes all adjustments consisting of
normal recurring adjustments necessary for a fair presentation of this interim
information. Results for the three and nine months ended September 30, 2003 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2003. The consolidated financial statements and related
notes are presented as permitted by Form 10-Q and should be read in conjunction
with the audited and unaudited consolidated financial statements and notes
thereto for the year ended December 31, 2002 and the six months ended June 30,
2003, appearing in Amendment No. 3 to the Company's registration statement on
Form S-1 as declared effective by the SEC on September 30, 2003. Certain amounts
for prior periods have been reclassified to conform with the statement
presentation for 2003.

2.    COMPREHENSIVE INCOME

      The components of other comprehensive income relate to the Company's
proportionate share of Bluegreen Corporation's net unrealized gain on retained
interests, net of taxes. The Company's other comprehensive income for the three
months ended September 30, 2003 and 2002 was $112,000 and $296,000,
respectively, net of tax effects of $70,000 and $186,000, respectively. The
Company's resulting total comprehensive income for the three months ended
September 30, 2003 and 2002 was $7.8 and $2.8 million, respectively. In the nine
month periods ended September 30, 2003 and 2002, the tax effect of the Company's
other comprehensive income was $492,000 and $227,000, respectively.


                                       8
<PAGE>

3.    INVENTORY OF REAL ESTATE

      At September 30, 2003 and December 31, 2002, inventory of real estate is
summarized as follows:

                                                September 30,   December 31,
                                                    2003             2002
                                                -------------   ------------
            (in thousands)
            Land and land development costs      $  172,346         161,826
            Construction cost                        47,703          23,412
            Other costs                              14,805          12,888
                                                 ----------      ----------
                                                 $  234,854         198,126
                                                 ==========      ==========

4.    INTEREST

      Interest incurred relating to land under development and construction is
capitalized to real estate inventories during the active development period.
Interest is capitalized as a component of inventory at the effective rates paid
on borrowings during the pre-construction and planning stage and the periods
that projects are under development. Capitalization of interest is discontinued
if development ceases at a project. Interest is amortized to cost of sales as
related homes, land and units are sold. The following table is a summary of
interest incurred on notes and mortgage notes payable and the amounts
capitalized:

<TABLE>
<CAPTION>
                                                    Three Months Ended                Nine Months Ended
                                                       September 30,                     September 30,
                                               ---------------------------       ---------------------------
                                                  2003             2002             2003             2002
                                               ----------       ----------       ----------       ----------
<S>                                            <C>                   <C>              <C>              <C>
      (In thousands)
      Interest incurred to non-affiliates      $    1,349            1,606            4,254            4,279
      Interest incurred to BankAtlantic               256              326              853            1,010
      Interest incurred to BankAtlantic
      Bancorp                                         289              345              892              649
      Interest capitalized                         (1,894)          (2,214)          (5,750)          (5,555)
                                               ----------       ----------       ----------       ----------
           Interest expense, net               $       --               63              249              383
                                               ----------       ----------       ----------       ----------

      Interest included in cost of sales       $    1,451            1,242            3,875            3,698
                                               ==========       ==========       ==========       ==========
</TABLE>

5.    INVESTMENT IN BLUEGREEN CORPORATION

      During April 2002, Levitt Corporation acquired approximately 34.2% of the
outstanding shares of Bluegreen. This interest in Bluegreen was acquired for an
aggregate purchase price of approximately $53.8 million, and is accounted for
under the equity method. The cost of the investment in Bluegreen is adjusted to
recognize our interest in the earnings or losses of Bluegreen after the
acquisition date.


                                       9
<PAGE>

Condensed balance sheets and condensed statements of income for Bluegreen are as
follows:

                      Condensed Consolidated Balance Sheet
                                 (In thousands)

<TABLE>
<CAPTION>
                                                            September 30,   December 31,
                                                                2003             2002
                                                            ------------    ------------
<S>                                                         <C>                  <C>
Total assets                                                $    552,066         433,992
                                                            ============    ============

Total liabilities                                                373,218         275,709
Total shareholders' equity                                       178,848         158,283
                                                            ------------    ------------
Total liabilities and shareholders' equity                  $    552,066         433,992
                                                            ============    ============
</TABLE>

                   Condensed Consolidated Statements of Income
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                  Nine Months Ended
                                                            September 30,   September 29,
                                                                2003             2002
                                                            ------------    ------------
<S>                                                         <C>             <C>
Revenues                                                    $    315,617         247,692
Cost and expenses                                                283,572         230,337
Provision for income taxes                                        11,615           6,433
Minority interest                                                  1,875             645
                                                            ------------    ------------
Income before cumulative effect of a change in
  accounting principle                                            18,555          10,277
Cumulative effect of a change in accounting
  principle, net of income taxes and Minority interest                --          (5,579)
                                                            ------------    ------------
Net income (loss)                                           $     18,555    $      4,698
                                                            ============    ============
</TABLE>

6.    NOTES AND MORTGAGE NOTES PAYABLE

      At December 31, 2002, Levitt and Sons had a credit agreement with a
non-affiliated financial institution to provide a $7.5 million line of credit,
which was scheduled to mature in September 2004. In July 2003, this agreement
was amended to increase the maximum available credit to $10.0 million, and
extend the maturity date to September 2005. At September 30, 2003 no amounts
were outstanding under this agreement. The Company has guaranteed amounts
outstanding under the line of credit, but the guarantee is limited to a security
interest evidenced by a second priority lien on the Company's equity interest in
Levitt and Sons.

      On September 30, 2003, the Company's registration statement on Form S-1
with the SEC for the public offering of up to $100 million of unsecured
Subordinated Investment Notes (the "Investment Notes") became effective.
Proceeds from the sale of the Investment Notes will be used to support the
operations and growth of the Company, for the repayment of indebtedness, and for
general corporate purposes. As of September 30, 2003, no Investment Notes had
been issued.


                                       10
<PAGE>

7.    COMMITMENTS AND CONTINGENCIES

      The Company has provided guarantees on indebtedness to joint ventures
accounted for under the equity method of accounting. The guarantees were
required to obtain joint venture financing. The Company and its joint venture
partners would be required to perform on their guarantees if the joint ventures
default on the respective loan agreements. At September 30, 2003 and December
31, 2002, the Company had guaranteed $24.9 million and $26.2 million,
respectively, of joint venture debt. The Company's management believes that,
based on the loans' collateral, no payments will be required under the
guarantees. The other joint venture partners are also guarantors of the joint
venture debt.

      At September 30, 2003, the Company had commitments to purchase properties
for development of $78.5 million, of which approximately $70.2 million is
subject to due diligence and satisfaction of certain requirements and
conditions, as well as the obtaining of financing. The following table
summarizes certain information relating to outstanding purchase contracts.

                                Purchase              Units/           Expected
                                 Price                Acres            Closing
                              -------------        -----------         -------
       Levitt and Sons        $17.7 million        1,357 units         2003-04
       Core Communities       $55.5 million        3,156 acres           2004
       Levitt Commercial      $ 5.3 million           39 acres         2003-05

      At September 30, 2003, cash deposits of approximately $1.3 million secured
the Company's commitments under these contracts.

8.    LITIGATION

      On December 29, 2000, Smith & Company, Inc. ("Smith") filed an action
against Levitt-Ansca Towne Partnership (the "Partnership"), Bellaggio By Levitt
Homes, Inc. ("BLHI"), Bellaggio By Ansca, Inc. a/k/a Bellaggio By Ansca Homes,
Inc., and Liberty Mutual Insurance Company (collectively, "Defendants") based on
an August 21, 2000 contract entered into with the Partnership. BLHI is a 50%
partner of the Partnership and a wholly owned subsidiary of Levitt and Sons. The
Complaint alleged, among other things, wrongful termination, breach and failure
to pay for extra work performed outside the scope of the contract. The
Partnership denied the claims, asserted defenses and asserted a number of
counterclaims. This case was tried before a jury, and on March 7, 2002, the jury
returned a verdict against the Partnership. The final judgment entered against
the Defendants is $3.68 million. Under the final judgment, Smith and its surety
company may be entitled to recover legal fees and other costs. Since BLHI is a
50% partner of the Partnership, its share of the potential liability is
estimated at $2.6 million. The Partnership appealed the verdict. At September
30, 2003, the Company's financial statements included a $2.5 million accrual in
other liabilities associated with this matter. Levitt and Sons has $2.6 million
in restricted cash to secure an appeal bond posted in connection with the
appeal.


                                       11
<PAGE>

9.    SEGMENT REPORTING

      Operating segments are defined as components of an enterprise about which
separate financial information is available that is regularly reviewed by the
chief operating decision maker in deciding how to allocate resources and in
assessing performance. The Company evaluates segment performance based on net
income after tax. The information provided for segment reporting is based on
internal reports utilized by management. The Company has four reportable
business segments. The reportable segments are: Levitt and Sons, Core
Communities, Investment in Bluegreen, and Other. The accounting policies of the
segments are generally the same as those described in the summary of significant
accounting policies. The elimination entries consist primarily of the
inter-company sales of real estate and cost of sales of real estate between Core
and Levitt and Sons. The presentation and allocation of the assets, liabilities
and results of operations may not reflect the actual economic costs of the
segment as a stand-alone business. If a different basis of allocation were
utilized, the relative contributions of the segments might differ, but
management believes that the relative trends in segments would likely not be
impacted.

      The tables below present unaudited segment information as of and for the
three months ended September 30, 2003 and 2002.

<TABLE>
<CAPTION>
                                               LEVITT AND        CORE
                       2003                       SONS        COMMUNITIES    BLUEGREEN        OTHER      ELIMINATIONS        TOTAL
                                                ---------     -----------    ---------      ---------    ------------     ---------
<S>                                             <C>               <C>           <C>             <C>           <C>           <C>
(In thousands)
Revenues
    Sales of real estate                        $  52,516         12,414            --             --             --         64,930
    Title and mortgage operations                     607             --            --             --             --            607
                                                ---------      ---------     ---------      ---------      ---------      ---------
                                                   53,123         12,414            --             --             --         65,537
                                                ---------      ---------     ---------      ---------      ---------      ---------
Costs and expenses
    Cost of sales of real estate                $  41,201          5,197            --            409           (320)        46,487
    Selling, general and administrative             7,183          2,072            --            912             --         10,167
    Interest expense, net                              --             --            --             --             --            (16)
    Other expenses                                    379             --            --             43             --            438
    Minority interest                                 (25)            --            --              3             --            (22)
                                                ---------      ---------     ---------      ---------      ---------      ---------
                                                   48,738          7,269            --          1,367           (320)        57,054
                                                ---------      ---------     ---------      ---------      ---------      ---------
                                                    4,385          5,145            --         (1,367)           320          8,483
    Earnings from Bluegreen                            --             --         3,350             --             --          3,350
    (Loss) earnings from joint ventures               (75)            --            --             59             --            (16)
    Interest income                                    25            153            --             12             --            190
    Other income                                      137            333            --              3             --            473
                                                ---------      ---------     ---------      ---------      ---------      ---------
Income (loss) before income taxes                   4,472          5,631         3,350         (1,293)           320         12,480
    Provision (benefit) for income taxes            1,725          2,176         1,292           (497)           123          4,819
                                                ---------      ---------     ---------      ---------      ---------      ---------
Net income (loss)                               $   2,747          3,455         2,058           (796)           197          7,661
                                                =========      =========     =========      =========      =========      =========
Total assets                                    $ 210,592         80,926        63,583          6,781         (5,359)       356,523
                                                =========      =========     =========      =========      =========      =========
</TABLE>


                                       12
<PAGE>

<TABLE>
<CAPTION>
                                               LEVITT AND       CORE
                2002                              SONS       COMMUNITIES     BLUEGREEN        OTHER      ELIMINATIONS       TOTAL
                                               ----------    -----------     ---------      ---------    ------------     ---------
<S>                                            <C>               <C>            <C>             <C>           <C>           <C>
(In thousands)
Revenues:
   Sales of real estate                        $  36,330          4,650             --             --             --         40,980
   Title and mortgage operations                     393             --             --             --             --            393
                                               ---------      ---------      ---------      ---------      ---------      ---------
                                                  36,723          4,650             --             --             --         41,373
                                               ---------      ---------      ---------      ---------      ---------      ---------
Costs and expenses:
   Cost of sales of real estate                $  29,698          2,644             --            246             --         32,588
   Selling, general and administrative             4,996          1,319             --            706             --          7,021
   Interest expense, net                              --            238             --           (119)           (56)            63
   Other expenses                                    277             --             --             55             --            332
                                               ---------      ---------      ---------      ---------      ---------      ---------
                                                  34,971          4,201             --            888            (56)        40,004
                                               ---------      ---------      ---------      ---------      ---------      ---------
                                                   1,752            449             --           (888)            56          1,369
   Earnings from Bluegreen                            --             --            941             --             --            941
   Earnings (loss) from joint ventures               302             --             --           (172)            --            130
   Interest income                                    20            192             --              9             --            221
   Other income                                      132            156             --             68           (181)           175
                                               ---------      ---------      ---------      ---------      ---------      ---------
Income (loss) before income taxes                  2,206            797            941           (983)          (125)         2,836
   Provision (benefit) for income taxes              876           (477)           363           (426)            --            336
                                               ---------      ---------      ---------      ---------      ---------      ---------
Net income (loss)                              $   1,330          1,274            578           (557)          (125)         2,500
                                               =========      =========      =========      =========      =========      =========
Total assets                                   $ 144,243         89,754         56,520          7,015         (6,950)       290,582
                                               =========      =========      =========      =========      =========      =========
</TABLE>

      The tables below present unaudited segment information as of and for the
nine months ended September 30, 2003 and 2002.

<TABLE>
<CAPTION>
                                               LEVITT AND       CORE
                2003                              SONS       COMMUNITIES     BLUEGREEN        OTHER      ELIMINATIONS       TOTAL
                                               ----------    -----------     ---------      ---------    ------------     ---------
<S>                                            <C>               <C>            <C>             <C>           <C>           <C>
(In thousands)
Revenues
    Sales of real estate                       $ 135,107         45,019             --          4,807             --        184,933
    Title and mortgage operations                  1,588             --             --             --             --          1,588
                                               ---------      ---------      ---------      ---------      ---------      ---------
                                                 136,695         45,019             --          4,807             --        186,521
                                               ---------      ---------      ---------      ---------      ---------      ---------
Costs and expenses
    Cost of sales of real estate               $ 105,073         25,484             --          4,925           (320)       135,162
    Selling, general and administrative           19,774          5,770             --          3,009             --         28,553
    Interest expense, net                             --            224             --             25             --            233
    Other expenses                                 1,047             --             --            159             --          1,222
    Minority interest                                (75)            --             --            202             --            127
                                               ---------      ---------      ---------      ---------      ---------      ---------
                                                 125,819         31,478             --          8,320           (320)       165,297
                                               ---------      ---------      ---------      ---------      ---------      ---------
                                                  10,876         13,541             --         (3,513)           320         21,224
    Earnings from Bluegreen                           --             --          5,156             --             --          5,156
    (Loss) earnings from joint ventures             (120)            --             --             22             --            (98)
    Interest income                                   72            547             --             32             --            651
    Other income                                     360            792             --            127             --          1,279
                                               ---------      ---------      ---------      ---------      ---------      ---------
Income (loss) before income taxes                 11,188         14,880          5,156         (3,332)           320         28,212
    Provision (benefit) for income taxes           4,319          5,744          1,989         (1,284)           123         10,891
                                               ---------      ---------      ---------      ---------      ---------      ---------
Net income (loss)                              $   6,869          9,136          3,167         (2,048)           197         17,321
                                               =========      =========      =========      =========      =========      =========
Total assets                                   $ 210,592         80,926         63,583          6,781         (5,359)       356,523
                                               =========      =========      =========      =========      =========      =========
</TABLE>


                                       13
<PAGE>

<TABLE>
<CAPTION>
                                               LEVITT AND       CORE
                  2002                           SONS        COMMUNITIES      BLUEGREEN       OTHER      ELIMINATIONS       TOTAL
                                               ----------    -----------      ----------    ----------   ------------     ----------
<S>                                            <C>                <C>             <C>            <C>          <C>            <C>
(In thousands)
Revenues:
   Sales of real estate                        $  105,675         26,759              --            --        (6,737)        125,697
   Title and mortgage operations                    1,033             --              --            --            --           1,033
                                               ----------     ----------      ----------    ----------    ----------      ----------
                                                  106,708         26,759              --            --        (6,737)        126,730
                                               ----------     ----------      ----------    ----------    ----------      ----------
Costs and expenses:
   Cost of sales of real estate                $   86,790          9,237              --         1,167        (1,801)         95,393
   Selling, general and administrative             14,666          4,260              --         1,925            --          20,851
   Interest expense, net                               --            303              --           136           (56)            383
   Other expenses                                     770             --              --           135            --             905
                                               ----------     ----------      ----------    ----------    ----------      ----------
                                                  102,226         13,800              --         3,363        (1,857)        117,532
                                               ----------     ----------      ----------    ----------    ----------      ----------
                                                    4,482         12,959                        (3,363)       (4,880)          9,198
   Earnings from Bluegreen                             --             --           2,463            --            --           2,463
   Earnings (loss) from joint ventures              1,525             --              --           (19)           --           1,506
   Interest income                                     74            833              --           113            --           1,020
   Other income                                       628            433              --           112          (431)            742
                                               ----------     ----------      ----------    ----------    ----------      ----------
Income (loss) before income taxes                   6,709         14,225           2,463        (3,157)       (5,311)         14,929
   Provision (benefit) for income taxes             1,929          3,808             950        (1,108)       (1,904)          3,675
                                               ----------     ----------      ----------    ----------    ----------      ----------
Net income (loss)                              $    4,780         10,417           1,513        (2,049)       (3,407)         11,254
                                               ==========     ==========      ==========    ==========    ==========      ==========
Total assets                                   $  144,243         89,754          56,520         7,015        (6,950)        290,582
                                               ==========     ==========      ==========    ==========    ==========      ==========
</TABLE>

10.   PARENT COMPANY FINANCIAL STATEMENTS

      Condensed Statements of Financial Condition at September 30, 2003 and
December 31, 2002, and Condensed Statements of Operations for the three and nine
months ended September 30, 2003 and 2002 are shown below:

                   CONDENSED STATEMENTS OF FINANCIAL CONDITION

                                                   SEPTEMBER 30,   DECEMBER 31,
(in thousands)                                         2003           2002
                                                   -------------   ------------

Total assets                                        $  165,260        149,154
                                                    ==========     ==========

Total liabilities                                       39,737         41,621
Total shareholders' equity                             125,523        107,533
                                                    ----------     ----------
Total liabilities and shareholders' equity          $  165,260        149,154
                                                    ==========     ==========


                                       14
<PAGE>

                       CONDENSED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                   THREE MONTHS                   NINE MONTHS
                                                                ENDED SEPTEMBER 30,            ENDED SEPTEMBER 30,
(In thousands)                                                2003             2002           2003            2002
                                                           ----------      ----------      ----------      ----------
<S>                                                        <C>                  <C>            <C>             <C>
Revenues (loss)                                            $       70            (105)             55             196
Costs and expenses                                              1,339             644           3,740           2,908
                                                           ----------      ----------      ----------      ----------
Loss before income taxes                                       (1,269)           (749)         (3,685)         (2,712)
Benefit for income taxes                                         (487)           (576)         (1,419)         (1,046)
                                                           ----------      ----------      ----------      ----------
Loss before equity from income in subsidiaries                   (782)           (173)         (2,266)         (1,666)
Equity from income in subsidiaries                              8,443           2,673          19,587          12,920
                                                           ----------      ----------      ----------      ----------
Net income                                                 $    7,661           2,500          17,321          11,254
                                                           ==========      ==========      ==========      ==========
</TABLE>

      Cash dividends received from subsidiaries for the nine months ended
September 30, 2003 and 2002 were $4.3 million and $1.8 million, respectively.
Some subsidiaries' borrowings contain covenants that, among other things, have
the effect of limiting dividends that can be paid.

11.   NEW ACCOUNTING PRONOUNCEMENTS

      In January 2003, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 46 ("Consolidation of Variable Interest Entities"). This
interpretation requires a variable interest entity to be consolidated by a
company if that company is subject to a majority of the risk of loss from the
variable interest entity's activities or is entitled to receive a majority of
the entity's residual returns or both. The interpretation also requires that the
primary beneficiary is the only entity that can consolidate the variable
interest entity. A primary beneficiary is the enterprise that has the majority
of the risks and rewards of ownership. The interpretation also requires
disclosures about variable interest entities that the company is not required to
consolidate but in which it has a significant variable interest. This
interpretation applies immediately to variable interest entities created after
January 31, 2003, and to variable interest entities in which an enterprise
obtains an interest after that date. Application of this interpretation to
variable interest entities created on or before January 31, 2003 has been
deferred until the fourth quarter of 2003. The Company has completed its initial
evaluation of Interpretation No. 46 and concluded that adoption of
Interpretation No. 46 did not and is not expected to have a material impact on
the results of operations or financial condition of the Company.

      In May 2003, the FASB issued SFAS No. 150 ("Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity").
This Statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. The Statement also requires that mandatorily redeemable minority
interests in finite-lived entities be classified as liabilities and reported at
settlement value. The FASB has deferred those requirements related to
mandatorily redeemable minority interests in finite-lived entities indefinitely
pending further FASB action. The Company's minority interests in finite-lived
entities are not significant.


                                       15
<PAGE>

12.   OTHER MATTERS

      On April 3, 2003, BankAtlantic Bancorp's Board of Directors authorized
management to pursue a spin-off of the Company. The proposed spin-off is subject
to receipt of a private letter ruling from the Internal Revenue Service that the
transaction will be tax free to holders of BankAtlantic Bancorp stock and any
required regulatory approvals. As a result of the transaction, the Company will
no longer be a wholly owned subsidiary of BankAtlantic Bancorp but will be held
by the shareholders of BankAtlantic Bancorp on the same pro rata basis as they
currently hold BankAtlantic Bancorp shares. As a consequence, BFC Financial
Corporation, which currently controls BankAtlantic Bancorp by virtue of its
15.3% ownership of BankAtlantic Bancorp's Class A Common Stock and 100%
ownership of BankAtlantic Bancorp's Class B Common Stock, upon consummation of
the transaction will own the same percentages of the Company's outstanding
common stock.

      On September 30, 2003, a registration statement on Form S-1 filed by the
Company with the SEC for the public offering of up to $100 million of unsecured
Subordinated Investment Notes (the "Investment Notes") was declared effective.
The Investment Notes are unsecured obligations of the Company independent of its
subsidiaries, and are subordinated to substantially all of the Company's other
liabilities. The Investment Notes are not guaranteed by any of the Company's
subsidiaries, nor by the Company's parent, BankAtlantic Bancorp, nor any of its
other subsidiaries. Proceeds from the sale of the Investment Notes will be used
to support the operations and growth of the Company, for the repayment of
indebtedness, and for general corporate purposes. As of September 30, 2003, no
Investment Notes had been issued.


                                       16
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

      The objective of the following discussion is to provide an understanding
of the financial condition and results of operations of Levitt Corporation
("Levitt", or "the Company", which may also be referred to as "we," "us," or
"our") and its wholly owned subsidiaries for the three and nine months ended
September 30, 2003 and 2002, respectively. We are a wholly owned subsidiary of
BankAtlantic Bancorp, Inc., a New York Stock Exchange listed company. We engage
in real estate activities through Levitt and Sons, Core Communities, Levitt
Commercial, an investment in Bluegreen Corporation, and investments in real
estate projects in Florida through subsidiaries and joint ventures. Levitt and
Sons is a developer of single-family home communities and condominium and rental
apartment complexes. Levitt and Sons and its predecessors have built more than
200,000 homes since 1929. Core Communities owns the unsold land and other
entitlements of the 4,600 acre master-planned community commonly known as St.
Lucie West in St. Lucie County, Florida. Core Communities also owns or has under
contract 8,000 acres, including approximately five miles of frontage on
Interstate 95, for a community known as Tradition, which is in the initial
development stage in St. Lucie County, Florida. Levitt Commercial specializes in
the development and management of industrial, commercial and retail properties.
Bluegreen Corporation is a New York Stock Exchange-listed company engaged in the
acquisition, development, marketing and sale of primarily drive-to vacation
interval resorts, golf communities and residential land.

      Except for historical information contained herein, the matters discussed
in this report contain forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), that involve substantial risks and uncertainties. When used in this
report and in any documents incorporated by reference herein, the words
"anticipate", "believe", "estimate", "may", "intend", "expect" and similar
expressions identify certain of such forward-looking statements. Actual results,
performance or achievements could differ materially from those contemplated,
expressed or implied by the forward-looking statements contained herein. These
forward-looking statements are based largely on the expectations of the Company
and are subject to a number of risks and uncertainties that are subject to
change based on factors which are, in many instances, beyond the Company's
control. These include, but are not limited to, risks and uncertainties
associated with: the impact of economic, competitive and other factors affecting
the Company and its operations, markets, products and services; adverse
conditions in the stock market, the public debt market and other capital markets
and the impact of such conditions on our activities; the impact of changes in
accounting policies by the Securities and Exchange Commission ("SEC"); the
impact of periodic testing of goodwill and other intangible assets for
impairment; the market for real estate generally and in the areas where the
Company has developments; the availability and price of land suitable for
development; materials prices; labor costs; interest rates; environmental
factors and governmental regulations; and the Company's success at managing the
risks involved in the foregoing. This report also contains forward-looking
statements with respect to the proposed spin-off of Levitt from BankAtlantic
Bancorp, discussed below. The spin-off is subject to a number of risks and
uncertainties that are subject to change based on factors including that the
conditions relating to regulatory approval and the tax-free nature of the
spin-off may not be met, that business, economic, or market conditions may make
the spin-off less advantageous, that Levitt will not be successful as a separate
publicly-traded company, that Levitt will not have additional access to capital
or debt markets or that such markets may prove to be more expensive than
currently available, and that the board of directors of BankAtlantic Bancorp may
in the future conclude that it is not in the best interest of BankAtlantic
Bancorp or its shareholders to pursue the spin-off. In addition to the risks and
factors identified above, reference is also made to other risks and factors
detailed in registration statements and reports filed by the Company with the
SEC. The Company cautions that the foregoing factors are not exclusive.


                                       17
<PAGE>

      On April 3, 2003, BankAtlantic Bancorp's board of directors authorized
management to pursue a spin-off of the Company. The proposed spin-off is subject
to receipt of a private letter ruling from the Internal Revenue Service that the
transaction will be tax free to holders of BankAtlantic Bancorp stock and any
required regulatory approvals. If the proposed spin-off is consummated, our
reported financial information may not necessarily be indicative of our future
operating results or of our future financial condition. (See "Liquidity and
Capital Resources")

      On September 30, 2003, Amendment No. 3 to a Form S-1 registration
statement filed by Levitt with the SEC for the public offering of up to $100
million of unsecured Subordinated Investment Notes (the "Investment Notes") was
declared effective. The Investment Notes are unsecured obligations of the
Company, and are not guaranteed by any of the Company's subsidiaries, nor by its
parent, BankAtlantic Bancorp, nor any of its other subsidiaries. Issuance of the
Investment Notes will increase the Company's indebtedness and will result in an
additional annual interest expense. Accordingly, our reported financial
information may not necessarily be indicative of our future operating results or
of our future financial condition. (See "Liquidity and Capital Resources")

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

      Management views critical accounting policies as accounting policies that
are important to the understanding of our financial statements and also involve
estimates and judgments about inherently uncertain matters. In preparing the
financial statements, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities as of the date of the consolidated statements
of financial condition and revenues and expenses for the periods presented.
Actual results could differ significantly from those estimates. Material
estimates that are particularly susceptible to significant change in the next
year relate to the determination of the valuation of real estate, the valuation
of carrying values of investments in joint ventures, the valuation of the fair
market value of assets and liabilities in the application of the purchase method
of accounting and the amount of the deferred tax asset valuation allowance. We
have identified the following accounting policies that management views as
critical to the portrayal of our financial condition and results of operations.

Real Estate Inventories and Investment in Joint Ventures

      Our inventory of real estate includes land acquisition costs, land
development costs, interest and other construction costs, all of which are
accounted for in our financial statements at the lower of accumulated cost or
estimated fair value. Estimated fair value is based on disposition of real
estate in the normal course of business under existing and anticipated market
conditions. The evaluation takes into consideration the current status of the
property, various restrictions, carrying costs, costs of disposition and any
other circumstances which may affect fair value, including management's plans
for the property. Due to the large acreage of land holdings, disposition in the
normal course of business is expected to extend over a number of years.
Uncertainties associated with the economy, interest rates and the real estate
market in general may significantly change the valuation of our real estate
investments.

      Land and indirect land development costs are accumulated and allocated to
various parcels or housing units using specific identification and allocation
based upon the relative sales value, unit or area methods. Direct construction
costs are assigned to housing units based on specific identification. Other
capitalized costs consist of capitalized interest, real estate taxes, tangible
selling costs, local government fees and field overhead incurred during the
development and construction period. Start-up costs and selling expenses are
expensed as incurred. Interest is capitalized as a component of inventory


                                       18
<PAGE>

at the effective rates paid on borrowings during the pre-construction and
planning stage and the periods that projects are under development.
Capitalization of interest is discontinued if development ceases at a project.

      We account for joint ventures in which we have a 50% or less ownership
interest or a less than controlling interest using the equity method of
accounting. Under the equity method, the initial investment in a joint venture
is recorded at cost and is subsequently adjusted to recognize the Company's
share of the joint venture's earnings or losses. Joint venture investments are
evaluated annually for other than temporary losses in value. Evidence of other
than temporary losses includes the inability of the joint venture to sustain an
earnings capacity, which would justify the carrying amount of the investment and
consistent joint venture operating losses. The evaluation is based on available
information including condition of the property and current and anticipated real
estate market conditions. At September 30, 2003 and December 31, 2002, the
balances of inventory of real estate, investments in real estate joint ventures
and investment in Bluegreen Corporation were $303.8 million and $259.7 million,
respectively.

Revenue Recognition

      Revenue and all related costs and expenses from house and land sales are
recognized at the time that closing has occurred, when title and possession of
the property and risks and rewards of ownership transfer to the buyer and other
sale and profit recognition criteria are satisfied as required under accounting
principles generally accepted in the United States of America for real estate
transactions.

      Title and mortgage operations include agency and other fees received for
processing of title insurance policies and mortgage loans. Revenues from title
and mortgage operations are recognized when the transfer of the corresponding
property or mortgages to third parties has been consummated.

Capitalized Interest

      Interest incurred relating to land under development and construction is
capitalized to real estate inventories during the active development period.
Interest is capitalized as a component of inventory at the effective rates paid
on borrowings during the pre-construction and planning stage and the periods
that projects are under development. Capitalization of interest is discontinued
if development ceases at a project. Interest is amortized to cost of sale as
related homes, land and units are sold.

Income Taxes

      The Company utilizes the asset and liability method to account for income
taxes. Under the asset and liability method, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect of a change in tax rates on deferred tax assets and
liabilities is recognized in the period that includes the statutory enactment
date. A deferred tax asset valuation allowance is recorded when it is more
likely than not that a portion of the deferred tax asset will not be realized.


                                       19
<PAGE>

CONSOLIDATED RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                   THREE MONTHS                             NINE MONTHS
                                                                ENDED SEPTEMBER 30,                     ENDED SEPTEMBER 30,
                                                       -----------------------------------      -----------------------------------
(IN THOUSANDS)                                           2003          2002        CHANGE         2003          2002        CHANGE
                                                       --------      --------     --------      --------      --------     --------
<S>                                                    <C>             <C>          <C>          <C>           <C>           <C>
REVENUES
    Sales of real estate                               $ 64,930        40,980       23,950       184,933       125,697       59,236
    Title and mortgage operations                           607           393          214         1,588         1,033          555
                                                       --------      --------     --------      --------      --------     --------
                                                         65,537        41,373       24,164       186,521       126,730       59,791
                                                       --------      --------     --------      --------      --------     --------

COSTS AND EXPENSES
    Cost of sales of real estate                         46,487        32,588       13,899       135,162        95,393       39,769
    Selling, general and administrative expenses         10,167         7,021        3,146        28,553        20,851        7,702
    Interest expense, net                                    --            63          (63)          249           383         (134)
    Other expenses                                          422           332           90         1,206           905          301
    Minority interest                                       (22)           --          (22)          127            --          127
                                                       --------      --------     --------      --------      --------     --------
                                                         57,054        40,004       17,050       165,297       117,532       47,765
                                                       --------      --------     --------      --------      --------     --------
                                                          8,483         1,369        7,114        21,224         9,198       12,026
    Earnings from Bluegreen Corporation                   3,350           941        2,409         5,156         2,463        2,693
    (Loss) earnings from joint ventures                     (16)          130         (146)          (98)        1,506       (1,604)
    Interest and other income                               663           396          267         1,930         1,762          168
                                                       --------      --------     --------      --------      --------     --------
    Income before income taxes                           12,480         2,836        9,644        28,212        14,929       13,283
    Provision for income taxes                            4,819           336        4,483        10,891         3,675        7,216
                                                       --------      --------     --------      --------      --------     --------
    NET INCOME                                         $  7,661         2,500        5,161        17,321        11,254        6,067
                                                       ========      ========     ========      ========      ========     ========
</TABLE>

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE SAME 2002 PERIOD:

      Consolidated net income increased $5.2 million, or 206% for the three
months ended September 30, 2003 as compared to the same period in 2002. The
increase in net income primarily resulted from an increase in our sales of real
estate by Levitt and Sons and Core Communities, and from higher earnings from
Bluegreen Corporation. These increases in net income were partially offset by an
increase in selling, general and administrative expenses and a decline in
earnings from our real estate joint venture activities.

      Our revenues from sales of real estate increased 58% to $64.9 million for
the quarter ended September 30, 2003, from $41.0 million for the same 2002
period. Levitt and Sons' home sales revenue increased 45% to $52.5 million for
the quarter ended September 30, 2003 from $36.3 million for the same 2002
period. This increase resulted from an increase in home deliveries from 168
homes delivered in the third quarter of 2002 to 247 homes delivered in the third
quarter of 2003. During the three months ended September 30, 2003, Core
Communities' land sales revenue increased 167% from $4.7 million for the third
quarter of 2002 to $12.4 million for the third quarter of 2003. This increase
was primarily the result of an increase in commercial property sales in the
third quarter of 2003 as compared to the third quarter of 2002. Bluegreen
Corporation's reported net income for the three months ended September 30, 2003
was $10.2 million, as compared to $5.1 million for the same period in 2002. The
Company's ownership interest in the earnings of Bluegreen for the 2003 and 2002
periods, net of purchase accounting adjustments, were approximately $3.4 million
and $941,000, respectively.

      The increase in selling, general and administrative expenses during the
third quarter of 2003 as compared to the same 2002 period primarily related to
higher employee compensation and benefits,


                                       20
<PAGE>

increased advertising expenses and higher professional fees. The increase in
employee compensation and benefits and advertising expenses was directly related
to our new development projects in central and southeast Florida, and the
increase in home deliveries at Levitt and Sons. As a result of these new
projects and higher home deliveries, our full time employees increased to 316 at
September 30, 2003 from 216 at September 30, 2002, and the number of part time
employees increased to 33 at September 30, 2003 from 26 at September 30, 2002.
The increase in professional fees primarily related to our filing of a
registration statement on Form S-1 with the SEC.

      Interest incurred on notes and development bonds payable totaled $1.9
million and $2.3 million for the 2003 period and 2002 period, respectively. The
decrease in interest incurred was primarily due to decreases in average interest
rates, partially offset by higher outstanding balances of notes and development
bonds payable. Interest capitalized for the 2003 period and 2002 period totaled
$1.9 million and $2.2 million, respectively. At the time of home closings and
land sales, the capitalized interest allocated to such property is charged to
cost of sales. Cost of sales of real estate for the three months ended September
30, 2003 and 2002 included previously capitalized interest of approximately $1.5
million and $1.2 million, respectively.

      Earnings from joint ventures resulted in a loss of $16,000 during the
third quarter of 2003 as compared to a gain of $130,000 during the 2002 period.
This decrease in earnings in our real estate joint venture activities primarily
resulted from the completion of a joint venture community during 2002.

      Provision for income taxes increased from 12% of pre-tax earnings for the
third quarter of 2002 to 39% of pre-tax earnings for the third quarter of 2003.
The provision for income taxes in the third quarter of 2002 includes a reduction
in the deferred tax asset valuation allowance of $840,000, relating to our July
2002 election to be considered an association taxable as a corporation.

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE SAME 2002 PERIOD:

      Consolidated net income increased by $6.1 million, or 54%, to $17.3
million for the nine months ended September 30, 2003 from $11.3 million for the
same 2002 period. The increase in net income primarily resulted from an increase
in our sales of real estate by Levitt and Sons, Core Communities, and Levitt
Commercial, as well as from higher earnings from Bluegreen Corporation. These
increases in income were partially offset by decreases in earnings in joint
ventures of $1.6 million, an increase in selling, general and administrative
expenses of $7.7 million and an increase in the provision for income taxes of
$7.2 million.

            Revenues from sales of real estate increased 59.2 million, or 47%,
from $125.7 million for the nine months ended September 30, 2002, to $184.9
million for the nine months ended September 30, 2003. Levitt and Sons' home
deliveries in the first nine months of 2003 increased 25% to 619 homes, from 493
homes delivered in the first nine months of 2002. This increase in deliveries
resulted in a $29.4 million increase in revenues at Levitt and Sons over the
corresponding periods. Core Communities' revenues from land sales in the first
nine months of 2003 increased 68% to $45.0 million, from $26.8 million in the
same 2002 period. Core Communities 2002 revenues include sales to Levitt and
Sons of $6.7 million. This inter-company transaction was eliminated in
consolidation. Consolidated cost of sales in 2003 has been reduced by $320,000
relating to previously deferred margins on inter-company transactions being
allocated to home sales to third parties. Levitt Commercial commenced deliveries
of its flex warehouse units in 2003, and revenues from sales of these units in
the first nine months of 2003 totaled $4.8 million. Earnings from Bluegreen
Corporation for the nine months ended September 30, 2003 were $5.2 million, as
compared with $2.5 million for the period of ownership in 2002. Bluegreen
Corporation's net income for the first nine months of 2003


                                       21
<PAGE>

was $18.6 million as compared to $9.2 million for the period of Levitt's
ownership ended September 30, 2002.

      The increase in selling, general and administrative expenses for the nine
months ended September 30, 2003 as compared to the first nine months of 2002 is
the result of the same factors identified above.

      Interest incurred totaled $6.0 million and $5.9 million for the 2003
period and 2002 period, respectively. The increase in interest incurred was
primarily due to increases in borrowings associated with several new development
projects, as well as interest accruing on the Company's $30.0 million note
payable to BankAtlantic Bancorp for nine months in 2003, as compared to only six
months in 2002. The increase in interest incurred was partially offset by a
decline in average interest rates from 6.0% for the 2002 period to 4.8% for the
2003 period. Interest capitalized for the 2003 period and 2002 period totaled
$5.7 million and $5.6 million, respectively. Cost of sales of real estate for
the nine months ended September 30, 2003 and 2002 included previously
capitalized interest of approximately $3.9 million and $3.7 million,
respectively.

      Earnings from joint ventures decreased $1.6 million in 2003 as compared to
2002. The decrease in earnings from joint ventures primarily resulted from
completion of a joint venture community during 2002.


                                       22
<PAGE>

LEVITT AND SONS RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                 THREE MONTHS                             NINE MONTHS
                                                               ENDED SEPTEMBER 30,                    ENDED SEPTEMBER 30,
                                                     ------------------------------------    ------------------------------------
(IN THOUSANDS)                                         2003          2002        CHANGE        2003          2002         CHANGE
                                                     ---------     ---------    ---------    ---------     ---------    ---------
<S>                                                  <C>              <C>          <C>         <C>           <C>           <C>
REVENUES
    Sales of real estate                             $  52,516        36,330       16,186      135,107       105,675       29,432
    Title and mortgage operations                          607           393          214        1,588         1,033          555
                                                     ---------     ---------    ---------    ---------     ---------    ---------
                                                        53,123        36,723       16,400      136,695       106,708       29,987
                                                     ---------     ---------    ---------    ---------     ---------    ---------

COSTS AND EXPENSES
    Cost of sales of real estate                        41,201        29,698       11,503      105,073        86,790       18,283
    Selling, general and administrative expenses         7,183         4,996        2,187       19,774        14,666        5,108
    Other expenses                                         379           277          102        1,047           770          277
    Minority interest                                      (25)           --          (25)         (75)           --          (75)
                                                     ---------     ---------    ---------    ---------     ---------    ---------
                                                        48,738        34,971       13,767      125,819       102,226       23,593
                                                     ---------     ---------    ---------    ---------     ---------    ---------
                                                         4,385         1,752        2,633       10,876         4,482        6,394

    (Loss) earnings in joint ventures                      (75)          302         (377)        (120)        1,525       (1,645)
    Interest and other income                              162           152           10          432           702         (270)
                                                     ---------     ---------    ---------    ---------     ---------    ---------
    Income before income taxes                           4,472         2,206        2,266       11,188         6,709        4,479
    Provision for income taxes                           1,725           876          849        4,319         1,929        2,390
                                                     ---------     ---------    ---------    ---------     ---------    ---------
    NET INCOME                                       $   2,747         1,330        1,417        6,869         4,780        2,089
                                                     =========     =========    =========    =========     =========    =========

LEVITT AND SONS:
  Gross margin on sales of homes                            22%           18%                       22%           18%
  Homes delivered                                          247           168                       619           493
  New sales contracts (units)                              739           296                     1,767           721
  New sales contracts (value)                        $ 170,016        58,543                   397,512       149,142
  Backlog (units)                                        1,972           812                     1,972           812
  Backlog (value)                                    $ 429,997       168,578                   429,997       168,578
LEVITT AND SONS JOINT VENTURES:
  Homes delivered                                           --            27                        --           138
  New sales contracts (units)                                7            --                        42            --
  New sales contracts (value)                        $   2,192            --                    10,141            --
  Backlog (units)                                          103             2                       103             2
  Backlog (value)                                    $  26,168           461                    26,168           461
</TABLE>

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE SAME 2002 PERIOD:

      Levitt and Sons' revenues from home sales increased 45% to $52.5 million
during the three months ended September 30, 2003, as compared to the same 2002
period. This was primarily due to an increase in home deliveries associated with
the introduction of new projects. During the three months ended September 30,
2003, 247 homes were delivered with an average sales price of $213,000. This
compares to 168 homes delivered with an average sales price of $216,000 during
the three months ended September 30, 2002.


                                       23
<PAGE>

      Cost of sales increased 39% to $41.2 million during the three months ended
September 30, 2003, as compared to the same 2002 period. The increase in cost of
sales was primarily due to the increase in home deliveries. Cost of sales as a
percentage of related revenue was 78% and 82% for the three months ended
September 30, 2003 and 2002, respectively. The improvement in margin was
primarily due to the introduction of new projects as well as changes in product
mix.

      Selling, general and administrative expenses increased 44% to $7.2 million
during the three months ended September 30, 2003, as compared to the same 2002
period. The increase in selling, general and administrative expenses primarily
resulted from the increase in home deliveries, as well as an increase in
compensation and benefits resulting from the continued expansion of Levitt and
Sons' operations from southern Florida to central Florida. The dollar amount of
Levitt and Sons' backlog of homes, including joint ventures, increased 170% to
$456.2 million as of September 30, 2003, from $169.0 million at September 30,
2002.

      Interest incurred totaled $1.3 million and $1.1 million for the three
months ended September 30, 2003 and 2002, respectively. The increase in interest
incurred was primarily due to an increase in borrowings associated with several
new development projects. Interest capitalized for the quarters ended September
30, 2003 and 2002 totaled $1.3 million and $1.1 million, respectively.
Throughout the first nine months of 2003 and 2002, real estate inventory under
active development was greater than the interest-bearing debt. Therefore, all
interest incurred during the 2003 and 2002 periods was capitalized. At the time
of a home delivery, the related capitalized interest is charged to cost of
sales. Cost of sales of real estate for the three months ended September 30,
2003 and 2002 included previously capitalized interest of approximately $1.0
million and $900,000, respectively.

      The decrease in earnings in joint ventures was the result of the
completion of a joint venture community during 2002 as well as expenses related
to the 2003 start-up of a joint venture that is developing a condominium
complex, for which no earnings have yet been realized.

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE SAME 2002 PERIOD:

      Levitt and Sons' revenues from home sales increased 28% to $135.1 million
in 2003 from $105.7 million in 2002. This was primarily due to increased home
deliveries, as well as a 2% increase in the average selling price of homes. The
increases in homes delivered and average selling price were the result of
communities nearing completion and the introduction of new projects and product
lines. During 2003, 619 homes were delivered at an average selling price of
approximately $218,000, as compared to 493 homes delivered in 2002 at an average
selling price of approximately $214,000.

      Cost of sales increased by approximately 21% to $105.1 million in 2003
from $86.8 million in 2002. The increase in cost of sales was primarily
associated with the increased number of home deliveries. Cost of sales as a
percentage of related revenue was 78% for the nine months ended September 30,
2003, as compared to 82% for the nine months ended September 30, 2002. The
improvement in margin as a percentage of sales was primarily due to changes in
product mix and the higher average selling price.

      Selling, general and administrative expenses increased 35% to $19.8
million in the first nine months of 2003 from $14.7 million for the same period
in 2002. The increase in selling, general and administrative expenses was
primarily associated with the increase in sales and the addition of several new
development projects in central and southwest Florida, as well as an increase in
employee compensation and benefits resulting from the addition of several new
projects.


                                       24
<PAGE>

      Interest incurred totaled $3.7 million and $3.0 million for the 2003 and
2002 periods, respectively. The increase in interest incurred was primarily due
to the increases in borrowings associated with several new development projects.
This increase was partially offset by a decline in average interest rates from
5.6% for the 2002 period to 4.8% for the 2003 period. Interest capitalized for
the 2003 and 2002 periods totaled $3.7 million and $3.0 million, respectively.
Throughout the first nine months of 2003 and 2002, real estate inventory under
active development was greater than the interest-bearing debt. Therefore, all
interest incurred during the 2003 and 2002 periods was capitalized. At the time
of a home sale, the related capitalized interest is charged to cost of sales.
Cost of sales of real estate for the 2003 and 2002 periods included previously
capitalized interest of approximately $2.7 million and $2.3 million,
respectively.

      The decrease in earnings in joint ventures resulted primarily from the
completion of home sales by one joint venture. The joint venture's initial
inventory was 600 units; the last 140 homes were delivered during 2002.

CORE COMMUNITIES RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                   THREE MONTHS                            NINE MONTHS
                                                                ENDED SEPTEMBER 30,                    ENDED SEPTEMBER 30,
                                                       -----------------------------------     -----------------------------------
(IN THOUSANDS)                                           2003        2002          CHANGE         2003         2002       CHANGE
                                                       ---------   ---------     ---------     ---------    ---------    ---------
<S>                                                    <C>             <C>           <C>          <C>          <C>          <C>
REVENUES
    Sales of real estate                               $  12,414       4,650         7,764        45,019       26,759       18,260
                                                       ---------   ---------     ---------     ---------    ---------    ---------
                                                          12,414       4,650         7,764        45,019       26,759       18,260
                                                       ---------   ---------     ---------     ---------    ---------    ---------

COSTS AND EXPENSES
    Cost of sales of real estate                           5,197       2,644         2,553        25,484        9,237       16,247
    Selling, general and administrative expenses           2,072       1,319           753         5,770        4,260        1,510
    Interest expense, net                                     --         238          (238)          224          303          (79)
                                                       ---------   ---------     ---------     ---------    ---------    ---------
                                                           7,269       4,201         3,068        31,478       13,800       17,678
                                                       ---------   ---------     ---------     ---------    ---------    ---------
                                                           5,145         449         4,696        13,541       12,959          582

    Interest and other income                                486         348           138         1,339        1,266           73
                                                       ---------   ---------     ---------     ---------    ---------    ---------
    Income before income taxes                             5,631         797         4,834        14,880       14,225          655
    Provision for income taxes                             2,176        (477)        2,653         5,744        3,808        1,936
                                                       ---------   ---------     ---------     ---------    ---------    ---------
    NET INCOME                                         $   3,455       1,274         2,181         9,136       10,417       (1,281)
                                                       =========   =========     =========     =========    =========    =========

Gross margin on land sales                                    58%         43%                         43%          65%
Acres sold                                                    64          59                       1,550          388
Unsold acres                                               5,150       5,798                       5,150        5,798
</TABLE>

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE SAME 2002 PERIOD:

      Core Communities' revenue from land sales increased 167% to $12.4 million
during the three months ended September 30, 2003, as compared to $4.7 million
during the same 2002 period. During the third quarter of 2003, 64 acres were
sold with an average margin of 58%, as compared to 59 acres sold with an average
margin of 43% in the same 2002 period. The primary reason for the improvement in
margin rate was an increase in the amount of commercial land sold in the third
quarter of 2003 as compared to 2002, as commercial land sales generally provide
a higher margin than residential land


                                       25
<PAGE>

sales. Results of operations for the three months ended September 30, 2003
included the sale of Core Communities' interest in a commercial property which
yielded revenue and margin of $6.1 million and $3.7 million, respectively.

      Selling, general and administrative expenses increased 57% to $2.1 million
during the three months ended September 30, 2003 as compared to $1.3 million for
the same 2002 period. This increase was primarily associated with an increase in
advertising and compensation expenses related to the launch of the Tradition
community, which began in the first quarter of 2003.

      Interest incurred for the three months ended September 30, 2003 and 2002
was $167,000 and $743,000, respectively. Interest capitalized decreased 77% to
$167,000 during the three months ended September 30, 2003 as compared to the
same 2002 period. The decrease in interest incurred was due primarily to the
elimination of borrowings associated with the purchase in September 2001 of a
tract of land known as Live Oak Preserve located in Hillsborough County,
Florida. The borrowings associated with the acquisition were fully repaid in
October 2002 as a result of the sale of all of the related residential land in
Live Oak Preserve. Cost of sales of real estate for the three months ended
September 30, 2003 and 2002 included previously capitalized interest of
approximately $24,000 and $109,000, respectively.

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE SAME 2002 PERIOD

      Core Communities' revenues from land sales increased 68% to $45.0 million
in the first three quarters of 2003 from $26.8 million in 2002. Margin on the
2003 land sales was approximately $19.5 million as compared to $17.5 million in
2002. The increases in sales revenue and related margin were primarily
attributable to an increase in sales of residential land and residential lots in
2003 as compared to 2002. This was primarily a result of growth in the
residential home sales market during 2003. The proportional increase in
residential property sales in 2003 has resulted in a decrease in margin as a
percentage of revenue, as commercial and industrial properties generally provide
a higher margin than residential properties. In the nine months ended September
30, 2002, land sales to Levitt and Sons equaled $6.7 million and the gain
recognized was $4.9 million. These inter-company transactions were eliminated in
consolidation. There have been no sales to Levitt and Sons in 2003.

      Interest incurred for the first nine months of 2003 and 2002 was
approximately $1.0 million and $1.9 million, respectively. The decrease in
interest incurred was primarily due to the satisfaction of indebtedness
associated with Live Oak Preserve, as discussed above. During the 2003 period,
interest capitalized was approximately $763,000, as compared with $1.6 million
for the same 2002 period. At the time of land sales, the related capitalized
interest is charged to cost of sales. Cost of sales of real estate for the first
three quarters of 2003 and 2002 included previously capitalized interest of
approximately $98,000 and $243,000, respectively.


                                       26
<PAGE>

INVESTMENT IN BLUEGREEN RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                     THREE MONTHS                                  NINE MONTHS
                                                   ENDED SEPTEMBER 30,                          ENDED SEPTEMBER 30,
                                        ----------------------------------------     ----------------------------------------
(IN THOUSANDS)                             2003           2002           CHANGE         2003           2002          CHANGE
                                        ----------     ----------     ----------     ----------     ----------     ----------
<S>                                     <C>                   <C>          <C>            <C>            <C>            <C>
Earnings from Bluegreen Corporation     $    3,350            941          2,409          5,156          2,463          2,693
                                        ----------     ----------     ----------     ----------     ----------     ----------
                                             3,350            941          2,409          5,156          2,463          2,693

Income before income taxes                   3,350            941          2,409          5,156          2,463          2,693
Provision for income taxes                   1,292            363            929          1,989            950          1,039
                                        ----------     ----------     ----------     ----------     ----------     ----------
NET INCOME                              $    2,058            578          1,480          3,167          1,513          1,654
                                        ==========     ==========     ==========     ==========     ==========     ==========
</TABLE>

      During April 2002, we acquired approximately 34.2% of the outstanding
common stock of Bluegreen Corporation for an aggregate purchase price of
approximately $53.8 million. Our investment in Bluegreen is accounted for under
the equity method, whereby the investment was recorded at cost and the carrying
amount of the investment is adjusted to recognize our interest in the earnings
or losses of Bluegreen subsequent to the acquisition date.

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE SAME 2002 PERIOD:

      Our earnings from Bluegreen represent our pro rata share of Bluegreen's
reported net income, reduced by the effects of purchase accounting adjustments.
Bluegreen`s reported net income for the three months ended September 30, 2003
was $10.2 million and, for the same period of 2002, net income was $5.1 million.
Our ownership interests in Bluegreen's earnings during the three month periods
ended September 30, 2003 and 2002 were approximately $3.4 million and $941,000,
respectively. Our third quarter 2003 interest in Bluegreen's earnings was
reduced by $34,000 due to the effects of purchase accounting adjustments, as
compared to a purchase accounting adjustment effect of $1.0 million for the
third quarter of 2002. The purchase accounting adjustments for 2002 primarily
related to Bluegreen's sale of notes receivable which existed at the acquisition
date. At the acquisition date, the notes receivable were adjusted to reflect
unrealized gain in Levitt's carrying amount of the asset and, when such gain was
recorded by Bluegreen, Levitt recognized no gain.

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE SAME 2002 PERIOD:

      Bluegreen's reported net income for the nine months ended September 30,
2003 was $18.6 million and, for the period of our ownership during 2002, income
before the cumulative effect of a change in accounting principle was $9.2
million. Our ownership interests in Bluegreen's earnings during the three
quarters ended September 30, 2003 and 2002 were approximately $5.2 million and
$2.5 million, respectively. Our interest in Bluegreen's earnings was reduced by
$1.1 million in the first nine months of 2003 due to the effects of purchase
accounting adjustments, as compared with a reduction of $1.0 million during the
period of our ownership from April to September 2002. The purchase accounting
adjustments for 2002 primarily related to the notes receivables discussed above,
while the accounting adjustments in 2003 primarily related to Bluegreen
Corporation's sale of retained interests in notes receivable which existed at
the acquisition date. As with the underlying notes receivable, at the
acquisition date, retained interests were adjusted to reflect unrealized gain in
the Company's carrying amount of the asset, and when such gain was realized by
Bluegreen, there was no gain recognized by Levitt.


                                       27
<PAGE>

OTHER BUSINESS SEGMENT RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                   THREE MONTHS                               NINE MONTHS
                                                                ENDED SEPTEMBER 30,                       ENDED SEPTEMBER 30,
                                                       ------------------------------------      ----------------------------------
(IN THOUSANDS)                                           2003          2002         CHANGE         2003           2002       CHANGE
                                                       --------      --------      --------      --------      --------    --------
<S>                                                    <C>               <C>           <C>         <C>           <C>          <C>
REVENUES
    Sales of real estate                               $     --            --            --         4,807            --       4,807
                                                       --------      --------      --------      --------      --------    --------
                                                             --            --            --         4,807            --       4,807
                                                       --------      --------      --------      --------      --------    --------

COSTS AND EXPENSES
    Cost of sales of real estate                            409           246           163         4,925         1,167       3,758
    Selling, general and administrative expenses            912           706           206         3,009         1,925       1,084
    Interest expense, net                                    --          (119)          119            25           136        (111)
    Other expenses                                           43            55           (12)          159           135          24
    Minority interest                                         3            --             3           202            --         202
                                                       --------      --------      --------      --------      --------    --------
                                                          1,367           888           479         8,320         3,363       4,957
                                                       --------      --------      --------      --------      --------    --------
                                                         (1,367)         (888)         (479)       (3,513)       (3,363)       (150)

    (Loss) earnings in joint ventures                        59          (172)          231            22           (19)         41
    Interest and other income                                15            77           (62)          159           225         (66)
                                                       --------      --------      --------      --------      --------    --------
    Income before income taxes                           (1,293)         (983)         (310)       (3,332)       (3,157)       (175)
    Provision for income taxes                             (497)         (426)          (71)       (1,284)       (1,108)       (176)
                                                       --------      --------      --------      --------      --------    --------
    NET INCOME                                         $   (796)         (557)         (239)       (2,048)       (2,049)          1
                                                       ========      ========      ========      ========      ========    ========
</TABLE>

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE SAME 2002 PERIOD:

      Other business segment includes all other Company operations, including
Levitt Commercial, general and administrative expenses and investments in real
estate projects in Florida.

      During the first quarter of 2003, Levitt Commercial commenced the delivery
of its flex warehouse units. No sales of these units were recorded during the
three months ended September 30, 2003.

      Selling, general and administrative and other expenses increased to
$955,000 during the three months ended September 30, 2003 as compared to
$761,000 during the three months ended September 30, 2002. This increase was
primarily associated with increases in employee compensation and benefits, and
professional fees related to our filing of a registration statement on Form S-1
with the SEC. (See "Liquidity and Capital Resources")

      Interest incurred was approximately $409,000 and $497,000 for the three
months ended September 30, 2003 and 2002, respectively. The decrease in interest
incurred was primarily associated with a decrease in notes payable. Interest
capitalized for this business segment totaled $419,000 and $680,000 for the
three months ended September 30, 2003 and 2002, respectively. Included in cost
of sales of real estate for the three months ended September 30, 2003 and 2002
is the amortization of previously capitalized interest of $410,000 and $245,000,
respectively.


                                       28
<PAGE>

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE SAME 2002 PERIOD

      During the first quarter of 2003, Levitt Commercial commenced the delivery
of its flex warehouse units and the margin on the sales of its inventory for the
nine months ended September 30, 2003 was approximately $908,000. Margin from the
sales of real estate also reflects the Company's amortization of interest
previously capitalized of $1.0 million and $1.2 million for the 2003 and 2002
periods, respectively.

      Selling, general and administrative and other expenses increased to $3.2
million during the nine months ended September 30, 2003 as compared to $2.1
million for the same 2002 period. This increase was primarily associated with
increases in employee compensation and benefits relating to our expansion and
professional fees related to our filing of a registration statement on Form S-1
with the SEC. (See "Liquidity and Capital Resources")

      Interest incurred was approximately $1.3 million and $1.1 million for the
nine months ended September 30, 2003 and 2002, respectively. The increase in
interest incurred is primarily associated with a $30.0 million loan from
BankAtlantic Bancorp in connection with the acquisition of Levitt Corporation's
investment in Bluegreen Corporation, which was outstanding for the entire nine
month period in 2003 as compared with six months during the 2002 period.
Partially offsetting this increase was a reduction in average interest rates for
the first nine months of 2003 to approximately 4.2%, as compared to 5.6% for the
first nine months of 2002. Interest capitalized for this business segment
totaled $1.3 million and $1.0 million for the nine months ended September 30,
2003 and 2002, respectively. Included in cost of sales of real estate for the
nine months ended September 30, 2003 and 2002 is the amortization of previously
capitalized interest of $1.0 million and $1.2 million, respectively.

      Minority interest for the 2003 period is associated with a joint venture's
margin from the sale of its flex warehouse units in which we have a majority
joint venture interest.


                                       29
<PAGE>

FINANCIAL CONDITION

SEPTEMBER 30, 2003 COMPARED TO DECEMBER 31, 2002

      The Company's total assets at September 30, 2003 and December 31, 2002
were $356.5 million and $295.5 million, respectively. The increase in total
assets primarily resulted from:

            o     An increase in cash and cash equivalents of $20.0 million,
                  which resulted from funds provided by our operating revenues
                  and proceeds from borrowings. These funds were utilized to
                  purchase land and for land development and construction costs,
                  payment of borrowings and general and administrative expenses.

            o     An increase in inventory of real estate of approximately $36.7
                  million resulting from land acquisitions in central Florida by
                  Levitt and Sons and Core Communities' acquisition of an
                  additional 1,839-acre parcel in the Tradition project, as well
                  as increases in land development and construction costs. These
                  increases in inventory of real estate were partially offset by
                  the sale of homes and land sales.

            o     An increase of approximately $7.7 million in our investment in
                  Bluegreen Corporation associated with our equity in earnings
                  and unrealized gains associated with Bluegreen's other
                  comprehensive income.

            o     An increase in other assets associated with prepayment of
                  commissions and insurance.

      The above increases in total assets were partially offset by a reduction
in the deferred tax asset of approximately $3.5 million that primarily resulted
from the Company's purchase accounting adjustments.

      Total liabilities at September 30, 2003 and December 31, 2002 were $230.8
million and $187.8 million, respectively.

      The increase in total liabilities primarily resulted from:

            o     Additional borrowings to fund land purchase, land development
                  and construction costs.

            o     Increases in accounts payable and accrued liabilities
                  primarily related to an increase in customer deposits for
                  units under contract at Levitt and Sons.

      The above increases in total liabilities were partially offset by
reductions in development bonds payable and current income tax payable.


                                       30
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

      Management assesses the Company's liquidity in terms of its ability to
generate cash to fund its operating and investing activities. Historically, we
have funded our operations, development, construction and acquisitions with
internally generated cash flows, debt from independent third parties and capital
contributions and debt from BankAtlantic and BankAtlantic Bancorp. The Company
does not anticipate receipt of any future cash capital contributions from
BankAtlantic Bancorp, but it expects that the other available funding sources
identified above will be adequate for current needs. However, in order to fund
desired growth, Levitt will require additional sources of funding. These may
take the form of equity offerings or the issuance of secured or unsecured debt.

      As of September 30, 2003 and December 31, 2002, the Company had cash and
cash equivalents of $36.0 million and $16.0 million, respectively.

      Our primary sources of funds for the three and nine month periods ended
September 30, 2003 and 2002 were proceeds from the sale of real estate
inventory, distributions from real estate joint ventures, borrowings, proceeds
from development bonds payable, and in 2002, capital contributions from
BankAtlantic Bancorp. These funds were primarily utilized for development,
construction and acquisition of our real estate, to repay borrowings, to pay
general and administrative expenses, to invest in real estate joint ventures,
and in 2002, to invest in Bluegreen Corporation.

      We have entered into various loan agreements which provide financing for
acquisition, site improvements and construction of residential units. As of
September 30, 2003, these loan agreements provided in the aggregate for
advances, subject to available collateral, on a revolving basis of up to a
maximum of $192.7 million, of which $122.3 million was outstanding. The loans
are secured by mortgages on properties, including improvements. Principal
payments are required as sales of the collateral are consummated. Certain notes
and mortgage notes provide that events of default include a change in ownership,
management or executive management.

      Levitt Corporation borrowed $15 million from an unaffiliated financial
institution to finance the purchase of Levitt and Sons. The obligation is
secured by a first priority lien on Levitt Corporation's membership interest in
Levitt and Sons. There is currently $8.9 million outstanding under this loan. At
September 30, 2003, Levitt and Sons had a credit agreement with the same
non-affiliated financial institution to provide a working capital line of credit
of $10.0 million. The Company has guaranteed amounts outstanding under the line
of credit, but the guarantee is limited to a security interest evidenced by a
second priority lien on the Company's equity interest in Levitt and Sons. At
September 30, 2003, no amounts were outstanding under this line of credit. The
credit facility matures in September 2005.

      In April 2002, we received an $18.6 million capital contribution and
borrowed $30.0 million from BankAtlantic Bancorp. We utilized these funds,
together with $5.2 million of working capital, to purchase a 34.2% interest in
Bluegreen Corporation's common stock. Although it is anticipated that the terms
of the note will be modified in connection with the proposed spin-off discussed
below (and/or be reduced with the proceeds from the proposed sale of the
Investment Notes discussed below), the $30.0 million loan is currently due on
demand and currently bears interest, payable monthly at the prime rate minus 25
basis points.

      On April 3, 2003, BankAtlantic Bancorp announced a plan to pursue a
spin-off of the Company. The proposed spin-off is subject to receipt of a
private letter ruling from the Internal Revenue Service that the transaction
will be tax free to holders of BankAtlantic Bancorp stock and any required
regulatory approvals. In connection with the proposed spin-off, it is
anticipated that


                                       31
<PAGE>

BankAtlantic Bancorp will convert the $30.0 million demand note to a five year
term note with interest only payable monthly initially at the prime rate and
thereafter at the prime rate plus increments of an additional .25% every six
months. It is also anticipated that BankAtlantic Bancorp will transfer its 4.9%
ownership interest in Bluegreen Corporation to the Company in exchange for a
$5.5 million promissory note and shares of the Company's stock. This note will
be due in one year, payable in twelve equal monthly installments at a market
rate of interest to be determined on the date the note is issued. Additionally,
prior to the spin-off, it is anticipated that the Company will declare an $8.0
million dividend to BankAtlantic Bancorp payable in the form of a note with the
same payment terms as the $30.0 million note described above. If the proposed
spin-off is consummated, the restructuring of the $30.0 million demand note and
the incurrence of the additional indebtedness will result in an additional
annual interest expense of approximately $670,000 based on interest rates at
September 30, 2003. Additionally, it is anticipated that general and
administrative expenses will increase due to expenses associated with being a
public company.

      The following pro forma summary balance sheet and pro forma summary
statement of operations give effect to the spin-off as if it had occurred on
January 1, 2003.

    SUMMARY PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
                                   (UNAUDITED)

<TABLE>
<CAPTION>
(IN THOUSANDS)                                                       AS OF SEPTEMBER 30, 2003
                                                             ------------------------------------------
                                                            HISTORICAL     ADJUSTMENTS       PRO FORMA
                                                            ----------     -----------      ----------
<S>                                                         <C>                 <C>            <C>
Assets
Cash, cash equivalents and restricted cash                  $   39,346             --           39,346
Notes receivable                                                 5,163             --            5,163
Inventory of real estate and investments in real estate
joint ventures                                                 238,715             --          238,715
Investment in Bluegreen Corporation                             63,583          4,681(a)        68,264
Other assets                                                     9,716             --            9,716
                                                            ----------     ----------       ----------
   Total assets                                             $  356,523          4,681          361,204
                                                            ==========     ==========       ==========
Liabilities and Shareholder's Equity
Notes, mortgage notes and bonds payable                     $  162,585         13,500(b)       176,085
Other liabilities                                               68,415             --           68,415
                                                            ----------     ----------       ----------
   Total liabilities                                           231,000         13,500          244,500
Shareholder's equity                                           125,523         (8,819)(c)      116,704
                                                            ----------     ----------       ----------
   Total liabilities and shareholder's equity               $  356,523          4,681          361,204
                                                            ==========     ==========       ==========
</TABLE>

(a)   Transfer of Bluegreen shares from BankAtlantic Bancorp at historical cost.

(b)   $5,500 note for purchase of Bluegreen shares; $8,000 note for dividend.

(c)   $8,000 dividend; purchase accounting adjustments related to Bluegreen
      shares.


                                       32
<PAGE>

               SUMMARY PRO FORMA CONDENSED STATEMENT OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
(IN THOUSANDS)                               NINE MONTHS ENDED SEPTEMBER 30, 2003
                                        ---------------------------------------------
                                        HISTORICAL      ADJUSTMENTS         PRO FORMA
                                        ----------      -----------         ----------
<S>                                     <C>                  <C>              <C>
Revenues                                $  186,521              --            186,521
Costs and expenses                         165,296             488(a)         165,784
                                        ----------      ----------         ----------
                                            21,225            (488)            20,737
Earnings from Bluegreen Corporation          5,156           1,161(b)           6,317
Other income                                 1,831              --              1,831
                                        ----------      ----------         ----------
Income before income taxes                  28,212             673             28,885
Provision for income taxes                  10,891             259(c)          11,150
                                        ----------      ----------         ----------
Net income                              $   17,321             413             17,734
                                        ==========      ==========         ==========
</TABLE>

(a)   Interest on notes payable to BankAtlantic Bancorp.

(b)   Earnings related to increase in equity position.

(c)   Tax effect of (a) and (b).

      On September 30, 2003, a registration statement on Form S-1 filed by
Levitt with the SEC for the public offering of up to $100 million of unsecured
Subordinated Investment Notes (the "Investment Notes") was declared effective.
The Investment Notes are unsecured obligation of the Company independent of its
subsidiaries, and are subordinated to substantially all of the Company's other
liabilities. The Investment Notes are not guaranteed by any of the Company's
subsidiaries, nor by the Company's parent, BankAtlantic Bancorp, nor any of its
other subsidiaries. At September 30, 2003, the Company had $39.7 million of debt
and other liabilities ranking senior in right of payment to the Investment
Notes. On a consolidated basis, the Company had $231.0 million of senior
indebtedness at September 30, 2003. Proceeds from the sale of the Investment
Notes will be used to support the operations and growth of Levitt and its
subsidiaries, for the repayment of indebtedness, and for general corporate
purposes. If the Company issues all $100 million in Investment Notes at the
interest rates currently being offered, the increase in indebtedness will result
in an additional annual interest expense of approximately $7.3 million. At
September 30, 2003, no Investment Notes had been issued.

      At September 30, 2003 and December 31, 2002, our total borrowings from
BankAtlantic, excluding joint ventures, were approximately $23.2 million and
$27.5 million, respectively. Our joint ventures' total borrowings from
BankAtlantic were $23.5 million and $24.9 million at September 30, 2003 and
December 31, 2002, respectively. As an "affiliate" of BankAtlantic, the amounts
that we are permitted to borrow from BankAtlantic are now restricted by
applicable OTS regulations, and accordingly, financing must be obtained from
unaffiliated third party lenders.


                                       33
<PAGE>

      Some of our borrowings contain covenants that, among other things, require
us to maintain certain financial ratios and a minimum net worth. These covenants
may have the effect of limiting the amount of debt that we can incur in the
future and restricting the payment of dividends by us and our subsidiaries. At
September 30, 2003, we were in compliance with all loan agreement financial
covenants. Our financial covenants currently include:

      o     A requirement of a minimum tangible net worth of $55.6 million of
            Levitt Corporation on a consolidated basis and $32.0 million at
            Levitt and Sons,

      o     Unrestricted liquidity of Levitt Corporation of not less than $3.0
            million,

      o     A maximum debt to unaffiliated entities to tangible net worth ratio
            of 1.5 to 1 for Levitt Corporation and 3 to 1 for Levitt and Sons,
            and

      o     A maximum debt to unaffiliated entities minus customer deposits to
            tangible net worth ratio, as defined, of 3.75 to 1 for Levitt and
            Sons.

      The Company has provided guarantees on indebtedness to joint ventures
accounted for under the equity method of accounting. The guarantees were
required to obtain joint venture financing. Levitt and its joint venture
partners would have to perform on their guarantees if the joint ventures default
on the various loan agreements. At September 30, 2003 and December 31, 2002,
Levitt had guarantees on $24.9 million and $26.2 million, respectively, of joint
venture debt. The Company's management believes that, based on the loans'
collateral, no payments will be required under the guarantees. The other joint
venture partners are also guarantors of the joint venture debt.

      In connection with the development of certain of our communities,
community development or improvement districts have been established which may
utilize bond financing to fund construction or acquisition of certain on-site
and off-site infrastructure improvements performed by the Company near or at
these communities. The obligation to pay principal and interest on the bonds
issued by the districts is assigned to each parcel within the district and a
priority assessment lien may be placed on benefited parcels to provide security
for the debt service. The bonds, including interest and redemption premiums, if
any, and the associated priority lien on the property typically are payable,
secured and satisfied by revenues, fees, or assessments levied on the property
benefited. The Company pays a portion of the revenues, fees, and assessments
levied by the districts on the properties the Company still owns that are
benefited by the improvements. The Company may also agree to pay down a
specified portion of the bonds at the time of each unit or parcel closing.

      In accordance with Emerging Issues Task Force Issue 91-10 ("EITF 91-10"),
Accounting for Special Assessments and Tax Increment Financing, the Company
records a liability, net of cash held by the districts available to offset the
particular bond obligation, for the estimated developer obligations that are
fixed and determinable and user fees that are required to be paid or transferred
at the time the parcel or unit is sold to an end user. The Company reduces this
liability by the corresponding assessment assumed by property purchasers and the
amounts paid by the Company at the time of closing and transfer of the property.
Interest is calculated and paid based upon the gross bond obligation.

      A development district for the Tradition master planned community issued
$28.9 million of bond anticipation notes to provide funding for phase I common
infrastructure. The bond anticipation notes are direct obligations of the
development district and are projected to be refinanced prior to maturity into
long-term assessment and/or revenue bonds. The development district assesses
property owners to fund debt service and the ultimate repayment of the bonds.
The Company is assessed based on its pro-rata ownership of the property in the
district; at September 30, 2003, the Company owned approximately 98% of the
property in the district. The Company's pro-rata share of the assessment
transfers to third party purchasers upon property sales. The assessments are
projected to be levied


                                       34
<PAGE>

beginning in 2005. In accordance with EITF 91-10, the Company will recognize an
expense for its pro rata portion of assessments based upon its ownership of
benefited property.

      We are parties to various claims, legal actions and complaints arising in
the ordinary course of business. In the opinion of management, the disposition
of these matters will not have a material adverse effect on our financial
condition or results of operations. We are also subject to the usual obligations
associated with entering into contracts for the purchase, development and sale
of real estate in the ordinary course of its business.

      At September 30, 2003, the Company had commitments to purchase properties
for development of $78.5 million, of which approximately $70.2 million is
subject to due diligence and satisfaction of certain requirements and
conditions, as well as the obtaining of financing. The following table
summarizes certain information relating to outstanding purchase contracts.

                                 Purchase          Units/          Expected
                                 Price             Acres           Closing

          Levitt and Sons        $17.7 million     1,357 units     2003-04
          Core Communities       $55.5 million     3,156 acres     2004
          Levitt Commercial      $5.3 million      39 acres        2003-05

      At September 30, 2003, cash deposits of approximately $1.3 million secured
the Company's commitments under these contracts.

      At September 30, 2003, our backlog of 2,075 homes and 764 acres had
estimated sales values of approximately $456.2 million and $58.2 million,
respectively. Our backlog represents sales contracts not yet closed at the end
of the period, some of which are subject to obtaining financing.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

      Market risk is defined as the risk of loss arising from adverse changes in
market valuations that arise from interest rate risk, foreign currency exchange
rate risk, commodity price risk and equity price risk. We are subject to
interest rate risk on our long-term debt. At September 30, 2003, we had $160.3
million in borrowings with adjustable rates tied to the prime rate and/or LIBOR
rates and $2.2 million in borrowings with fixed rates. Consequently, with
respect to debt tied to an indexed rate, changes in interest rates may affect
our earnings and cash flows, but would generally not impact the fair value of
such debt. With respect to fixed rate debt, changes in interest rates generally
affect the fair market value of the debt but not our earnings or cash flow.

      Based upon the amount of variable rate debt outstanding at September 30,
2003 and holding the variable rate debt balance constant, each one percentage
point increase in interest rates would increase the interest incurred by us by
approximately $1.6 million per year.

NEW ACCOUNTING PRONOUNCEMENTS

      In January 2003, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 46 ("Consolidation of Variable Interest Entities"). The
interpretation defines a variable interest entity as a corporation, partnership,
trust or any other legal structure used for business purposes that either (a)
does not have equity investors with voting rights or (b) has equity investors
that do not


                                       35
<PAGE>

provide sufficient financial resources for the equity to support its activities.
A variable interest entity often holds financial assets, including loans or
receivables, real estate or other property. A variable interest entity may be
essentially passive or it may engage in research and development or other
activities on behalf of another company. This interpretation requires a variable
interest entity to be consolidated by a company if that company is subject to a
majority of the risk of loss from the variable interest entity's activities or
is entitled to receive a majority of the entity's residual returns or both. The
interpretation also requires that the primary beneficiary is the only entity
that can consolidate the variable interest entity. A primary beneficiary is the
enterprise that has the majority of the risks and rewards of ownership. Upon
consolidation of a variable interest entity, the assets, liabilities and
non-controlling interest of the variable interest entity are measured at their
carrying amounts with any difference between the net amount added to the
statement of financial condition and any previously recognized interest being
recognized as the cumulative effect of a change in accounting principle. The
interpretation also requires disclosures about variable interest entities that
the Company is not required to consolidate but in which it has a significant
variable interest. This interpretation applies immediately to variable interest
entities created after January 31, 2003, and to variable interest entities in
which an enterprise obtains an interest after that date. Application of this
interpretation to variable interest entities created on or before January 31,
2003 has been deferred until the fourth quarter of 2003. The Company expects to
begin applying this interpretation in the fourth quarter of 2003. The Company
has completed its initial evaluation of Interpretation No. 46, and concluded
that adoption of Interpretation No. 46 did not and is not expected to have a
material impact on the results of operations or financial condition of the
Company.

      In May 2003, the FASB issued SFAS No. 150 ("Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity").
This Statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. The Statement requires that an issuer classify a financial instrument
that is within its scope as a liability (or an asset in some circumstances).
Many of those instruments were previously classified as equity. The Statement
also requires that mandatorily redeemable minority interests in finite-lived
entities be classified as liabilities and reported at settlement value. The FASB
has deferred those requirements related to mandatorily redeemable minority
interests until the issues are addressed in either Phase II of the FASB's
Liabilities and Equity project or Phase II of the FASB's Business Combinations
Project. The Company is currently classifying financial instruments within the
scope of this Statement in accordance with this Statement and management
believes that the Company's minority interests in finite-lived entities are not
significant. SFAS No. 150 is effective for financial instruments entered into or
modified after May 31, 2003, and otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003. Management does not believe
that this Statement will have a material impact on the Company's financial
statements.


                                       36
<PAGE>

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

      As of the end of the period covered by this report, we carried out an
evaluation, under the supervision and with the participation of our principal
executive officer and principal financial officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based on this
evaluation, our principal executive officer and principal financial officer
concluded that our disclosure controls and procedures are effective in timely
alerting them to material information required to be included in our periodic
SEC reports.

Changes in Internal Controls

      In addition, we reviewed our internal control over financial reporting,
and there have been no significant changes in our internal control over
financial reporting or in other factors that could significantly affect those
controls subsequent to the date of the last evaluation.

Limitations on the Effectiveness of Controls

      Our management, including our principal executive officer and principal
financial officer, does not expect that our disclosure controls and procedures
and internal controls over financial reporting will prevent all errors and all
improper conduct. A control system, no matter how well conceived and operated,
can provide only reasonable, not absolute, assurance that the objectives of the
control system are met. Further, the design of a control system must reflect the
fact that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Due to the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of improper conduct, if any, within the Company
have been detected. These inherent limitations include the realities that
judgments in decision-making can be faulty, and that breakdowns can occur
because of simple error or mistake. Additionally, controls can be circumvented
by the individual acts of some persons, by collusion of two or more people, or
by management override of the control.

      Further, the design of any system of controls also is based in part upon
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions. Over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Due to the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.

CEO and CFO Certifications

      Appearing as Exhibits 31.1 and 31.2 to this quarterly report are
Certifications of the principal executive officer and the principal financial
officer. The Certifications are required in accordance with Section 302 of the
Sarbanes-Oxley Act of 2002. This Item of this report, which you are currently
reading, is the information concerning the evaluation referred to in the Section
302 Certifications and this information should be read in conjunction with the
Section 302 Certifications for a more complete understanding of the topics
presented.


                                       37
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K

a)    Index to Exhibits

      Exhibit 4.1   Indenture with respect to the Company's Subordinated
                    Investment Notes (incorporated by reference to exhibit 4.1
                    to Amendment No. 2 to the Company's Registration Statement
                    on Form S-1, filed with the SEC on September 5, 2003 (File
                    No. 333-103225))

      Exhibit 31.1  Certification pursuant to Regulation S-X Section 302

      Exhibit 31.2  Certification pursuant to Regulation S-X Section 302

      Exhibit 32.1  Certification pursuant to 18 U.S.C. Section 1350, as Adopted
                    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

      Exhibit 32.2  Certification pursuant to 18 U.S.C. Section 1350, as Adopted
                    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

b)    Reports on Form 8-K:

      None.

                                   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.

                                   LEVITT CORPORATION


Date: November 12, 2003            By:     /S/  Alan B. Levan
                                      ------------------------------------------
                                      Alan B. Levan, Chief Executive Officer


Date: November 12, 2003            By:     /S/  Glen R. Gilbert
                                      ------------------------------------------
                                      Glen R. Gilbert, Executive Vice President,
                                        Chief Accounting Officer and
                                        Chief Financial Officer


                                       38