ATLANTIC GULF  COMMUNITIES  CORPORATION  EXHIBIT TO THE MARCH 31, 1997 FORM 10-Q
EXHIBIT 10.3 FIRST  AMENDMENT TO THE RESTATED,  AMENDED AND  CONSOLIDATED  TRUST
AGREEMENT DATED AS OF DECEMBER 26, 1996, AMENDED AS OF DECEMBER 30, 1996.


                             FIRST AMENDMENT TO THE
               RESTATED, AMENDED AND CONSOLIDATED TRUST AGREEMENT
               --------------------------------------------------


         RESTATED,  AMENDED AND CONSOLIDATED TRUST AGREEMENT AMENDMENT, made and
entered into as of this 30th day of December,  1996, by and between the STATE OF
FLORIDA,  DEPARTMENT  OF BUSINESS  REGULATION,  DIVISION OF FLORIDA  LAND SALES,
CONDOMINIUMS,  AND MOBILE  HOMES (the  "Division"),  ATLANTIC  GULF  COMMUNITIES
CORPORATION ("Atlantic Gulf" or the "Company"), and FIRST UNION NATIONAL BANK OF
FLORIDA, as Trustee ("Trustee") (collectively with the Division and the Company,
the "Parties").

         WHEREAS,   the  Parties   entered  into  the   Restated,   Amended  and
Consolidated Trust Agreement (the "Agreement") dated as of December 24, 1996;

         WHEREAS, the Parties desire to amend the Agreement;

         NOW,  THEREFORE,   in  consideration  of  the  mutual  promises  herein
contained the Parties agree as follows:

         1. Section 4.7 of the Agreement is hereby  amended by deleting the text
of subsection (f), and adding sub-subsections (f)(i) and (f)(ii) which state:

         (f)(i)     The  Trustee  shall  not  be  obligated  to  make  any  cash
                    disbursement  pursuant to Section 2.6 to the extent that the
                    Trustee  reasonably  believes that such  disbursement  would
                    leave  the  Trust  with  insufficient   Funds  to  meet  its
                    potential  tax  liability  as of such  date.  Any  Funds  so
                    withheld  by the Trustee  shall be called the "Tax  Reserve"
                    and shall be accounted  for  separately  by the Trustee from
                    other Funds in the Trust.

         (f)(ii)    If the Company objects to the amount of the Tax

                                        1

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                    Reserve,  and if Trustee and the Company  cannot  thereafter
                    mutually  agree on the amount of such  Reserve,  the Company
                    shall  have the  right to seek the  removal  of the  Trustee
                    pursuant to Section 4.5.

         IN WITNESS  WHEREOF,  the Parties  hereto have executed this  Restated,
Amended and Consolidated Trust Agreement  Amendment as of the day and year first
above written.




                                    ATLANTIC GULF COMMUNITIES CORPORATION


                                    By: /s/ THOMAS W. JEFFREY
                                       ----------------------------
                                            Thomas W. Jeffrey, Esq.
                                            Vice-President - CFO
                                            2601 South Bayshore Drive
                                            Miami, Florida 33133



                                    STATE OF FLORIDA, DEPARTMENT OF BUSINESS
                                    REGULATION, DIVISION OF FLORIDA LAND SALES,
                                    CONDOMINIUMS, AND MOBILE HOMES

                                    By: /s/ ROBERT H. ELLSEY, JR.
                                       ----------------------------
                                            Robert H. Ellzey, Jr.
                                            Director, Division of
                                              Florida Land Sales, Condominiums,
                                              and Mobile Homes
                                            725 South Bronough Street
                                            Tallahassee, Florida 32399

                                       2
<PAGE>

                                    FIRST UNION NATIONAL BANK OF FLORIDA,
                                    AS TRUSTEE

                                    By: /s/ PETER H. FOWLER
                                       ----------------------------
                                            Corporate Trust Department
                                            Fourteenth Floor
                                            200 South Biscayne Boulevard
                                            Miami, Florida 33131