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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------

                                   FORM 10-K/A

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


(MARK ONE)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                     FOR THE FISCAL YEAR ENDED JUNE 30, 1999

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

           FOR THE TRANSITION PERIOD FROM ____________ TO ____________

                         COMMISSION FILE NUMBER: 1-13173

                               BOCA RESORTS, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                   DELAWARE                           65-0676005
           (State of Incorporation)                (I.R.S. Employer
                                                  Identification No.)

              501 E. CAMINO REAL
              BOCA RATON, FLORIDA                         33432
     (Address of Principal Executive Offices)          (Zip Code)

       Registrant's telephone number, including area code: (561) 447-5300

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

     TITLE OF CLASS                  NAME OF EACH EXCHANGE ON WHICH REGISTERED
     --------------                  -----------------------------------------
  Class A Common Stock,                       New York Stock Exchange
par value $.01 per share

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

                                      NONE
                                (Title of class)

    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), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

    As of September 17, 1999, the registrant had 40,551,370 shares of Class A
common stock, $.01 par value (the "Class A Common Stock"), outstanding and, at
such date, the aggregate market value of the shares of Class A Common Stock held
by non-affiliates of the registrant was approximately $294.9 million. As of
September 17, 1999 the registrant had 255,000 shares of Class B common stock
$.01 par value (the "Class B Common Stock"), outstanding, none of which was held
by a non-affiliate of the registrant.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Part III Portions of the Registrant's Proxy Statement relating to the 1999
     Annual Meeting of Stockholders.

     Part IV  Portions of previously filed reports and registration statements.


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                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

         This amendment to the Annual Report on Form 10-K for the period ended
June 30, 1999 includes as an exhibit a consent of independent certified public
accountants which clarifies the previously filed consent.



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                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form
10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

                                              BOCA RESORTS, INC.



June 2, 2000                                  By: /s/ William M. Pierce
                                                 -----------------------------
                                                 William M. Pierce
                                                 SENIOR VICE PRESIDENT,
                                                 TREASURER AND CHIEF FINANCIAL
                                                 OFFICER


    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William M. Pierce and Richard L. Handley as his
or her true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments to this
Annual Report on Form 10-K and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the foregoing, as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report on Form 10-K has been signed by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.

       SIGNATURE                        TITLE                 DATE
       ---------                        -----                 ----


/s/ H. Wayne Huizenga            Chairman of the Board     June 2, 2000
------------------------------    (Principal Executive
H. Wayne Huizenga                 Officer)



/s/ Richard C. Rochon            Vice Chairman and         June 2, 2000
------------------------------    President
Richard C. Rochon



/s/ William M. Pierce            Chief Financial           June 2, 2000
------------------------------    Officer,
William M. Pierce                 Treasurer and Senior
                                  Vice President
                                  (Principal Financial
                                  Officer)



/s/ Steven M. Dauria             Vice President and        June 2, 2000
------------------------------    Corporate Controller
Steven M. Dauria                  (Principal Accounting
                                  Officer)



/s/ Steven R. Berrard            Director                  June 2, 2000
------------------------------
Steven R. Berrard



/s/ Dennis J. Callaghan          Director                  June 2, 2000
------------------------------
Dennis J. Callaghan



/s/ Ezzat Coutry                 Director                  June 2, 2000
------------------------------
Ezzat Coutry



/s/ Michael S. Egan              Director                  June 2, 2000
------------------------------
Michael S. Egan



/s/ Harris W. Hudson             Director                  June 2, 2000
------------------------------
Harris W. Hudson



/s/ George D. Johnson, Jr.       Director                  June 2, 2000
------------------------------
George D. Johnson, Jr.



/s/ Henry Latimer                Director                  June 2, 2000
------------------------------
Henry Latimer



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