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



   
                                    FORM 10-Q/A

                                  AMENDMENT NO. 4
    

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

For the quarterly period ended June 30, 1997

Commission File Number:  1-8967

                      ATLANTIC GULF COMMUNITIES CORPORATION
             (Exact name of Registrant as specified in its charter)

DELAWARE                                    59-0720444
---------                                   ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


2601 South Bayshore Drive
MIAMI, FLORIDA                              33133-5461
---------------                             ----------
(Address of principal executive offices)    (Zip Code)


         Registrant's telephone number:  (305) 859-4000
                                         --------------

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.


                                         [X]   Yes   [  ]  No

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate  by check mark  whether  the  Registrant  has filed all  documents  and
reports  required  to be filed by  Sections  12, 13, or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.


                                         [X]   Yes   [  ]  No


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

There are 11,509,077  shares of the Registrant's  Common Stock outstanding as of
August 12, 1997.


<PAGE>

                                TABLE OF CONTENTS
                                -----------------
                                                                        PAGE
                                                                         NO.
                                                                        ----
PART I.  -  FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  Consolidated Balance Sheets as of June 30, 1997 and
                  December 31, 1996 ...................................   1

                  Consolidated Statements of Operations for the Three
                  and Six Months Ended June 30, 1997 and 1996 .........   2

                  Consolidated Statements of Cash Flows for the Six
                  Months Ended June 30, 1997 and 1996 .................   3

                  Notes to Consolidated Financial Statements ..........   4
       

PART II.  -  OTHER INFORMATION

       

         Item 6.  Exhibits and Reports on Form 8-K ....................   7

<PAGE>

PART I.    -      FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS
                  --------------------


             ATLANTIC GULF COMMUNITIES CORPORATION AND SUBSIDIARIES
                           Consolidated Balance Sheets
                       June 30, 1997 and December 31, 1996
                            (in thousands of dollars)

                                                       June 30,     December 31,
                                                        1997           1996
                                                      ---------     -----------
         ASSETS                                      (unaudited)
         ------


Cash and cash equivalents                             $   4,461       $   7,050
Restricted cash and cash equivalents                      3,971           6,034
Contracts receivable, net                                 7,979           9,649
Mortgages, notes and other receivables, net              48,018          63,800
Land and residential inventory                          140,066         153,417
Property, plant and equipment, net                        2,730           2,911
Other assets, net                                        25,704          20,532
                                                      ---------       ---------

Total assets                                          $ 232,929       $ 263,393
                                                      =========       =========


         LIABILITIES AND STOCKHOLDERS' EQUITY
         ------------------------------------


Accounts payable and accrued liabilities              $  11,408       $  16,914
Customers' and other deposits                             4,369           5,483
Other liabilities                                        12,378          15,393
Notes, mortgages and capital leases                     137,140         169,215
                                                      ---------       ---------
                                                        165,295         207,005
                                                      ---------       ---------

Cumulative Redeemable Convertible Preferred Stock
         Series A preferred stock                         7,796            --
         Series B preferred stock                         9,055            --
                                                      ---------       ---------
                                                         16,851            --
                                                      ---------       ---------
Stockholders' equity
         Common stock, $.10 par value; 70,000,000
            and 15,665,000 shares authorized;
            11,595,354 and 9,795,642 shares issued        1,160             980
         Contributed capital                            132,284         122,123
         Accumulated deficit                            (76,652)        (60,706)
         Minimum pension liability adjustment            (6,000)         (6,000)
         Treasury stock, 86,277 shares, at cost              (9)             (9)
                                                      ---------       ---------

Total stockholders' equity                               50,783          56,388
                                                      ---------       ---------

Total liabilities and stockholders' equity            $ 232,929       $ 263,393
                                                      =========       =========


See accompanying notes to consolidated financial statements.

                                       1
<PAGE>
<TABLE>
<CAPTION>

   
                                       ATLANTIC GULF COMMUNITIES CORPORATION AND SUBSIDIARIES

                                                Consolidated Statements of Operations
                                          Three and Six Months Ended June 30, 1997 and 1996
                                                (in thousands, except per share data)
                                                             (unaudited)

                                                           THREE MONTHS ENDED           SIX MONTHS ENDED
                                                                 JUNE 30,                    JUNE 30,
                                                         ---------------------         -------------------
Revenues:                                                  1997         1996             1997       1996
                                                         --------      -------         --------    -------
<S>                                                      <C>           <C>             <C>         <C>
    Real estate sales:
         Homesite                                        $  9,532      $ 9,627         $ 12,082    $24,225
         Tract                                              6,042       30,204           12,706     35,949
         Residential                                        2,201        6,451            9,271      9,321
                                                         --------      -------         --------    -------
      Total real estate sales                              17,775       46,282           34,059     69,495
    Other operating revenue                                   852        1,149            1,445      2,282
    Interest income                                         1,745        1,789            3,117      3,130
                                                         --------      -------         --------    -------
         Total revenues                                    20,372       49,220           38,621     74,907
                                                         --------      -------         --------    -------
Costs and expenses:
    Cost of real estate sales:
         Homesite                                           9,268        7,494           11,256     18,413
         Tract                                              5,538       24,906           11,693     29,609
         Residential                                        3,082        4,896            8,398      7,071
                                                         --------      -------         --------    -------
      Total cost of real estate sales                      17,888       37,296           31,347     55,093
    Selling expense                                         1,889        3,272            4,018      5,824
    Other operating expense                                   298          558              628      1,257
    Other real estate costs                                 2,896        4,435            5,802      8,692
    General and administrative expense                      2,456        2,256            4,656      5,386
    Depreciation                                              169          223              353        472
    Cost of borrowing, net of amounts capitalized           4,699        3,098            8,734      6,386
    Other expense                                             287           95              462        302
                                                         --------      -------         --------    -------
         Total costs and expenses                          30,582       51,233           56,000     83,412
                                                         --------      -------         --------    -------
Loss before non-recurring and extraordinary items         (10,210)      (2,013)         (17,379)    (8,505)
                                                         --------      -------         --------    -------
 Other income (expense) (non-recurring items):
    Reorganization reserves                                 1,365         --              1,794      1,267
    Utility condemnation                                     --           --               --        4,151
    Miscellaneous                                             175        2,509             (361)     3,178
                                                         --------      -------          --------    -------
         Total non-recurring items                          1,540        2,509            1,433      8,596
                                                         --------      -------          --------    -------
Income (loss) before extraordinary item                    (8,670)         496          (15,946)        91
Extraordinary gain on extinguishment of debt                 --           --               --        3,770
                                                         --------      -------         --------    -------
Net income (loss)                                        $ (8,670)     $   496         $(15,946)   $ 3,861
                                                         ========      =======         ========    =======

Net income (loss) before extraordinary item
    per common share                                     $   (.88)     $   .05         $  (1.63)   $   .01
                                                         ========      =======         ========    =======
Net income (loss) per common share                       $   (.88)     $   .05         $  (1.63)   $   .40
                                                         ========      =======         ========    =======
Weighted average common shares outstanding                  9,863        9,699            9,793      9,716
                                                         ========      =======         ========    =======
</TABLE>

          See accompanying notes to consolidated financial statements.

    
                                       2
<PAGE>

             ATLANTIC GULF COMMUNITIES CORPORATION AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                     Six Months Ended June 30, 1997 and 1996
                            (in thousands of dollars)
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                         SIX MONTHS ENDED
                                                                              JUNE 30,
                                                                       --------------------
                                                                          1997        1996
                                                                       --------    --------
<S>                                                                    <C>         <C>

Cash flows from operating activities:
  Net income (loss)                                                    $(15,946)   $  3,861
  Adjustments to reconcile net income (loss) to net cash provided by
    (used in) operating activities:
      Depreciation and amortization                                       2,998       2,605
      Gain from utility condemnations or sales                               --      (5,684)
      Extraordinary gain from extinguishment of debt                         --      (3,770)
      Other income                                                       (1,337)     (1,881)
      Reorganization items                                                  179        (882)
      Land acquisitions                                                  (5,572)     (7,903)
      Other net changes in assets and liabilities:
         Restricted cash                                                  2,063       2,738
         Receivables                                                      4,798      10,002
         Land and residential  inventory                                 19,197      37,295
         Other assets                                                    (8,668)     (6,462)
         Accounts payable and accrued liabilities                        (5,252)     (4,867)
         Customer deposits                                               (1,114)     (1,638)
         Other liabilities                                                 (483)     (1,060)
         Other, net                                                          --        (261)
                                                                       --------    --------
            Net cash provided by (used in) operating activities          (9,137)     22,093
                                                                       --------    --------

Cash flows from investing activities:
   Additions to property, plant and equipment, net                         (172)       (167)
   Proceeds from sale of property, plant and equipment, net                  --         773
   Proceeds from utility condemnations or sales                              --      25,690
   Funds withdrawn from utility trust accounts                           12,109          --
                                                                       --------    --------
            Net cash provided by investing activities                    11,937      26,296
                                                                       --------    --------

Cash flows from financing activities:
   Borrowings under credit agreements                                    66,699      25,448
   Repayments under credit agreements                                   (99,745)    (66,081)
   Principal payments on other liabilities                               (1,218)     (2,380)
   Proceeds from issuance of common stock                                10,000          --
   Proceeds from issuance of preferred stock                             18,875          --
                                                                       --------    --------
            Net cash used in financing activities                        (5,389)    (43,013)
                                                                       --------    --------

Increase (decrease) in cash and cash equivalents                         (2,589)      5,376
Cash and cash equivalents at beginning of period                          7,050       3,560
                                                                       --------    --------
Cash and cash equivalents at end of period                             $  4,461    $  8,936
                                                                       ========    ========

Supplemental cash flow information:
    Interest payments, net of amounts capitalized                      $  4,951    $  3,827
                                                                       ========    ========
    Reorganization item payments                                       $    900    $  2,861
                                                                       ========    ========
</TABLE>


See accompanying notes to consolidated financial statements.

                                       3
<PAGE>

             ATLANTIC GULF COMMUNITIES CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  June 30, 1997
                                   (unaudited)

(1)      The June 30, 1997  financial  statements  are  unaudited and subject to
         year-end  adjustments.  In management's  opinion, the interim financial
         statements  reflect all adjustments,  principally  consisting of normal
         recurring accruals,  necessary for a fair presentation of the financial
         position and results of operations. Results for interim periods are not
         necessarily  indicative  of results  for the full year.  For a complete
         description  of  the  Company's  accounting  policies,  see  "Notes  to
         Consolidated  Financial  Statements"  included in the Company's  Annual
         Report on Form 10-K for the year ended  December 31, 1996 ("1996 Annual
         Report").  Certain prior year amounts have been reclassified to conform
         with the 1997 presentation.

(2)      The net income (loss) per common share is based on the weighted average
         number of shares of common stock  outstanding  during the periods.  The
         effect of any outstanding warrants and options to purchase common stock
         on the per share  computation was  anti-dilutive or not material during
         the periods.

(3)      The Company  capitalizes  interest  primarily on land  inventory  being
         developed  for sale which is  subsequently  charged to income  when the
         related  asset  is  sold.   Capitalized  interest  was  $1,447,000  and
         $2,722,000  for the three and  six-month  periods  ended June 30, 1997,
         respectively, and $1,369,000 and $3,261,000 for the three and six-month
         periods ended June 30, 1996, respectively.

(4)      Revenue from the sale of  residential  units other than Regency  Island
         Dunes  ("Regency")  condominium  units is recognized  when the earnings
         process is complete. Revenue from the sale of Regency condominium units
         is recognized using the percentage-of-completion method. Earned revenue
         is based on the percentage of costs incurred to date to total estimated
         costs to be incurred.  This  percentage is then applied to the expected
         revenue associated with units that have been sold to date. Revenue from
         the sale of land is recognized when the cash received,  as a percentage
         of the sales  price,  is at least 20% for land sales  other than retail
         land sales and 10% for  retail  land  sales,  the  earnings  process is
         complete and the  collection of any remaining  receivable is reasonably
         assured.

(5)      Due to the necessity to establish  reserves  against  future  mandatory
         debt, and capital and operating expenditures,  the Company did not have
         Available  Cash, as defined in the Company's loan  agreements,  at June
         30, 1997,  to enable it to make any interest  payments on the Cash Flow
         Notes for the six-month  period  commencing  January 1, 1997 and ending
         June 30, 1997. In addition, the Company did not have any Available Cash
         enabling it to make any interest  payments for the year ended  December
         31, 1996. Interest on the Cash Flow Notes is noncumulative.  Therefore,
         the Company has not recorded interest expense  associated with the Cash
         Flow  Notes  during the six months  ended June 30,  1997 and 1996.  See
         "Management's  Discussion  and  Analysis  of  Financial  Condition  and
         Results of Operations - Liquidity and Capital Resources."

(6)      Pursuant to the Company's 1996 Non-Employee  Directors' Stock Plan, the
         Company  issued  12,355  shares of Atlantic  Gulf's common stock to the
         Non-Employee  Directors  at a price of $4.3125  per share for the first
         quarter of 1997 and 11,158 shares at a price of $5.50 per share for the
         second quarter of 1997.

                                       4
<PAGE>

             ATLANTIC GULF COMMUNITIES CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  June 30, 1997
                                   (unaudited)

(7)      The  Company  and  AP-AGC,  LLC a Delaware  limited  liability  company
         ("Apollo"),  entered into an Amended and Restated Investment  Agreement
         dated as of February 7, 1997, amended as of March 20, 1997, and amended
         and  restated  as of May 15,  1997  (the  "Investment  Agreement").  In
         addition,  the Company,  certain of its subsidiaries and Apollo entered
         into a Secured  Agreement dated as of February 7, 1997, and amended and
         restated as of May 15, 1997 (the "Secured Agreement" and, together with
         the Investment Agreement, the "Agreements").  Apollo is an affiliate of
         Apollo  Real Estate  Investment  Fund II, L.P.  ("Apollo  Fund II"),  a
         private real estate  investment  fund, the general  partner of which is
         Apollo Real Estate Advisors II, L.P., a New York-based investment fund.
         Pursuant to the Agreements,  Apollo agreed to purchase from the Company
         up  to  2,500,000   shares  of  20%  Series  A  Cumulative   Redeemable
         Convertible  Preferred Stock (the "Series A Preferred  Stock") at a per
         share  price  of  $9.88,  and  5,000,000  warrants  to  purchase  up to
         5,000,000  shares of Common Stock (the "Investor  Warrants"),  at a per
         warrant  price of $.06,  for an aggregate  purchase  price of up to $25
         million  (the  "Apollo  Transaction").  See Part II. Item 2. CHANGES IN
         SECURITIES.

         On June 24, 1997, pursuant to the Agreements, Apollo purchased 553,475
         shares of Series A Preferred Stock and Investor Warrants to purchase an
         additional 1,106,950 shares of Common Stock, for an aggregate purchase
         price of $5,534,752.

         Also on June 24, 1997, the Company and certain purchasers (the "Private
         Purchasers")  consummated  a private  placement  pursuant  to which the
         Private Purchasers purchased for an aggregate price of $20 million; (a)
         1,776,199  shares of Common  Stock for $10 million,  and (b)  1,000,000
         shares of 20%  Series B  Cumulative  Redeemable  Convertible  Preferred
         Stock (the "Series B Preferred Stock"),  at a per share price of $9.88,
         and 2,000,000 Series B Warrants to purchase  2,000,000 shares of Common
         Stock at a per warrant price of $.06 for an aggregate purchase price of
         $10 million.  The Series B Preferred  Stock balance at June 30, 1997 is
         the total aggregate  purchase price of $10 million net of corresponding
         Series B  Warrants  purchased  -  $0.120  million  and net of  Series B
         issuance  costs - $0.825  million  for a net Series B  Preferred  Stock
         balance of $9.055 million.

         The Series A Preferred  Stock,  Investor  Warrants,  Series B Preferred
         Stock and Series B Warrants are convertible or exercisable  into Common
         Stock, at $5.75 per share, subject to certain adjustments.

         Of  the  total  proceeds  of  approximately   $25.5  million  from  the
         above-mentioned  transactions,  $13.3  million  were used to reduce the
         amount  outstanding  under the Term Loan and $7.9  million were used to
         reduce the amount outstanding under the Reducing Revolving Loan.

         On June 30, 1997, pursuant to the Agreements,  Apollo purchased, for an
         aggregate purchase price of $3,340,000, an additional 334,000 shares of
         Series  A  Preferred  Stock  and  Investor   Warrants  to  purchase  an
         additional   668,000   shares  of  Common   Stock.   The  Company  used
         approximately  $3.0 million of these proceeds plus an acquisition  loan
         of $2.6 million to acquire a 2.9-acre parcel in the


                                       5
<PAGE>

             ATLANTIC GULF COMMUNITIES CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  June 30, 1997
                                   (unaudited)

         downtown business  district of Fort Lauderdale,  Florida upon which the
         Company plans to construct a high-rise luxury  apartment  complex to be
         called Las Olas Tower.

         The Series A  Preferred  Stock  balance  at June 30,  1997 is the total
         aggregate  purchase price of Series A Preferred  Stock issued to Apollo
         as of  that  date  -  $8.875  million,  net of  corresponding  Investor
         Warrants purchased - $.106 million and net of Series A issuance costs -
         $.973  million  for a net Series A  Preferred  Stock  balance of $7.796
         million.

         On July 31, 1997, pursuant to the Agreements,  Apollo purchased, for an
         aggregate purchase price of $8.5 million,  an additional 850,000 shares
         of Series A  Preferred  Stock and  Investor  Warrants  to  purchase  an
         additional  1,700,000  shares  of  Common  Stock.  On  July  31,  1997,
         approximately  $7.5  million  of these  proceeds  were used to  acquire
         approximately 600 acres in Frisco,  Texas which is near Dallas,  Texas.
         This property is anticipated to yield approximately 1,725 single family
         units.

         On August 7, 1997, pursuant to the Agreements, Apollo purchased, for an
         aggregate purchase price of $2,590,000, an additional 259,000 shares of
         Series  A  Preferred  Stock  and  Investor   Warrants  to  purchase  an
         additional  518,000  shares of Common  Stock.  On August 7,  1997,  the
         Company  utilized  approximately  $2.5 million of these proceeds plus a
         purchase  money mortgage of $8.0 million to acquire  approximately  515
         acres of  residential  property  in the Fort Myers,  Florida  area in a
         project  known as West Bay Club.  Subsequent to this  acquisition,  the
         Company owns a total of approximately 841 acres in West Bay Club and is
         planning  to  assemble  a total of 879 acres in this  project  which is
         anticipated  to yield  approximately  545 single  family  homes and 520
         high-rise condominium units.


         The holders of the Series A Preferred  Stock and the Series B Preferred
         Stock are entitled to receive, when, as and if declared by the Board of
         Directors, out of funds legally available therefore,  cash dividends on
         each  share of  preferred  stock at an annual  rate equal to 20% of the
         Liquidation  Preference in effect from time to time.  All dividends are
         cumulative,  whether or not declared, on a daily basis from the date on
         which the preferred stock is originally issued by the Company, and will
         be payable quarterly in arrears on March 31, June 30, September 30, and
         December 31 of each year  commencing  on September 30, 1997. As of June
         30,  1997,  the Series A Preferred  Stock  Liquidation  Preference  was
         $8.875 million and the  corresponding  undeclared but  accumulated  and
         unpaid dividends were $0.023 million. As of June 30, 1997, the Series B
         Preferred  Stock  Liquidation   Preference  was  $10  million  and  the
         corresponding  undeclared  but  accumulated  and unpaid  dividends were
         $0.038 million.  The total  undeclared but accumulated  dividends as of
         June 30,  1997 did not  materially  affect  the net  income  (loss) per
         common  share.  Following  an  Event  of  Default  (as  defined  in the
         respective  Statement  of  Designation  with  respect  to the  Series A
         Preferred Stock or the Series B Preferred Stock,  dividends  accumulate
         at an annual rate equal to 23% of the Liquidation Preference.


                                       6

<PAGE>


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


(a) Exhibits required by Item 601 of Regulation S-K


            10    *(a)   Form of Mortgage and Security Agreement, as of June 23,
                         1997, to the Bank of New York.

                  *(b)   Form of Personal  Property  Security  Agreement,  as of
                         June 23, 1997, in favor of The Bank of New York.

                  *(c)   Form of Stock Pledge Agreement, as of June 23, 1997, in
                         favor of The Bank of New York.

                  *(d)   Form of Junior Mortgage and Security  Agreement,  as of
                         June 23, 1997, to Foothill Capital Corporation.

                  *(e)   Form of Junior Personal Property Security Agreement, as
                         of June 23, 1997, in favor of Foothill Capital
                         Corporation.

                   *f)   Form of Junior Stock Pledge  Agreement,  as of June 23,
                         1997, in favor of Foothill Capital Corporation.

            27    Financial Data Schedule.

----------------
* previously filed



(b) Reports on Form 8-K

         The  Company  filed a report on Form 8-K on June 5, 1997,  pursuant  to
Item 5, Other  Events,  reporting  that the Company and Apollo  entered  into an
Amended and Restated Investment  Agreement dated as of February 7, 1997, amended
as of March 20, 1997, and amended and restated as of May 15, 1997.


                                        7

<PAGE>

                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  amendment  to be signed on its behalf by the
undersigned thereunto duly authorized.



                      ATLANTIC GULF COMMUNITIES CORPORATION





   
Date: October 16, 1997                     /s/ J. LARRY RUTHERFORD
                                          ----------------------------------
                                               J. Larry Rutherford
                                               Chairman of the Board,
                                               President, and
                                               Chief Executive Officer






Date:  October 16, 1997                     /s/ CALLIS N. CARLETON
                                          ----------------------------------
                                                Callis N. Carleton
                                                Vice President and Controller
                                                (Principal Accounting Officer)
    

                                       8

<PAGE>


                                 EXHIBIT INDEX


         EXHIBIT   DESCRIPTION
         -------   -----------

            10    *(a)   Form of Mortgage and Security Agreement, as of June 23,
                         1997, to the Bank of New York.

                  *(b)   Form of Personal  Property  Security  Agreement,  as of
                         June 23, 1997, in favor of The Bank of New York.

                  *(c)   Form of Stock Pledge Agreement, as of June 23, 1997, in
                         favor of The Bank of New York.

                  *(d)   Form of Junior Mortgage and Security  Agreement,  as of
                         June 23, 1997, to Foothill Capital Corporation.

                  *(e)   Form of Junior Personal Property Security Agreement, as
                         of June 23, 1997, in favor of Foothill Capital
                         Corporation.

                  *(f)   Form of Junior Stock Pledge  Agreement,  as of June 23,
                         1997, in favor of Foothill Capital Corporation.

            27    Financial Data Schedule.

--------------
* previously filed