EXHIBIT 10.35

                               RECOVERY AGREEMENT

     This Recovery Agreement (the "Agreement") dated July 24, 1996 is entered
into by and among Bank United Corp., a Delaware corporation ("BUC"), Bank
United, a federally chartered savings bank and a wholly owned subsidiary of BUC
(the "Bank") and Hyperion Partners L.P., a Delaware limited partnership
("Hyperion").

     WHEREAS, on December 30, 1988, BUC, the Bank, and Hyperion entered into
certain written agreements (the "Agreements"), negotiated by Hyperion, with the
Federal Savings and Loan Insurance Corporation (the "FSLIC") and the Federal
Home Loan Bank Board (the "FHLBB") pursuant to which the FSLIC and the FHLBB
undertook certain contractual obligations in connection with the acquisition by
the Bank, as a result of a winning bid by Hyperion, of certain of the assets and
the assumption of certain of the liabilities of United Savings Association of
Texas, a Texas state savings and loan association in receivership;

     WHEREAS, on July 25, 1995, BUC, the Bank, and Hyperion sued the United
States of America in the United States Court of Federal Claims in Cause No.
95-473 C (the "Lawsuit") alleging that the United States had breached certain of
its contractual obligations under the Agreements and that said breaches had
damaged BUC, the Bank, and Hyperion;

      WHEREAS, each of the parties to this Agreement has determined that it
would be in its best interest to acknowledge the relative value of the claims of
Hyperion and the claims of BUC and the Bank in the Lawsuit and to confirm the
entitlement of the parties to any recovery that may be obtained in the Lawsuit;

      NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.    RELATIVE VALUE OF CLAIMS. The parties hereto acknowledge that the relative
      value of the claims asserted by Hyperion is fifteen percent of the total
      amount actually received by the parties (the "Total Recovery") in the
      Lawsuit, either by settlement or judgment, and that the relative value of
      the claims of BUC and the Bank is eighty-five percent of the Total
      Recovery.

2.    CONFIRMATION OF ENTITLEMENT. The parties hereto confirm and agree that,
      notwithstanding the provisions of any judgment or settlement agreement
      entered or executed in connection with the Lawsuit, Hyperion is entitled
      to receive fifteen percent of the Total Recovery. If, for any reason, more
      than fifteen percent of the Total Recovery is received by Hyperion, then
      Hyperion shall pay to BUC and the Bank, jointly, any amount in excess of
      fifteen percent of the Total Recovery received by Hyperion. If, for any
      reason, less than fifteen percent of the Total Recovery is received by
      Hyperion, then BUC and the Bank, jointly, shall pay to Hyperion the
      difference between the amount actually received by Hyperion and fifteen
      percent of the Total Recovery. The parties hereto acknowledge that no
      provision of this Agreement is in any way binding upon the United States
      government or any agency thereof and will not affect any payment make by
      the United States government or any agency thereof with respect to any
      settlement of the Lawsuit or any judgment entered in the Lawsuit.

3.    LEGAL FEES AND EXPENSES. The parties agree that, from the date of this
      Agreement, the Bank shall pay directly all legal fees and expenses
      incurred in connection with the prosecution or settlement of the lawsuit.
      Hyperion agrees to reimburse the Bank for fifteen percent of all legal
      fees and expenses incurred in connection with the Lawsuit after the date
      of this Agreement.

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4.    COOPERATION. The parties hereto agree that they shall cooperate in good
      faith in connection with the management and control of the prosecution of
      the Lawsuit so as to maximize the total recovery.

5.    APPROVAL OF SETTLEMENT. The parties hereto agree that no party will enter
      into any settlement agreement purporting to settle any or all of the
      claims asserted in the Lawsuit without the express, written approval of
      the other parties. Each of the parties further agrees that it will not
      unreasonably withhold such approval.

6.    COUNTERPARTS, ENTIRE AGREEMENT.

      (a)   This Agreement may be executed in one or more counterparts, all of
            which shall be considered one and the same agreement, and shall
            become effective when one or more counterparts have been signed by
            each of the parties and delivered to the other parties.

      (b)   This Agreement contains the entire agreement among the parties with
            respect to the subject matter hereof, supersedes all previous
            agreements, negotiations, discussions, writings, understandings,
            commitments, and conversations with respect to such subject matter,
            and there are no agreements or understandings between the parties
            other than those set forth or referred to herein or therein.

7.    GOVERNING LAW. This Agreement shall be governed and construed in
      accordance with the laws of the State of New York, irrespective of the
      choice of laws principles of the State of New York, as to all matters,
      including matters of validity, construction, assignment, enforceability,
      performance, and remedies.

8.    SEVERABILITY. Any covenant, provision, agreement, or term of this
      Agreement that is prohibited or held to be void or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective as to the
      extent of such prohibition or unenforceability without invalidating the
      remaining provisions hereof.

IN WITNESS WHEREOF, BUC, the Bank, and Hyperion have caused this Agreement to be
duly executed as of the date first above written.

BANK UNITED CORP.                       HYPERION PARTNERS L.P.

                                        By:  HYPERION VENTURES L.P.
                                             the General Partner
                                        By:  SAR HYPERION CORP.
                                             a General Partner
By: /s/ JONATHAN K. HEFFRON             By: /s/ SALVATORE A. RANIERI
Name:   Jonathan K. Heffron             Name:   Salvatore A. Ranieri
Title:  Executive Vice President        Title:  President

BANK UNITED

By: /s/ JONATHAN K. HEFFRON
Name:   Jonathan K. Heffron
Title:  Executive Vice President

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