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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                           ---------------------------

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

                  For the quarterly period ended June 30, 2001

                                       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 34-027228


                           BANKATLANTIC BANCORP, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its Charter)


                Florida                                  65-0507804
    -------------------------------                  -----------------
    (State or other jurisdiction of                  (I.R.S.Employer
     incorporation or organization)                  Identification No.)


         1750 East Sunrise Boulevard
          Ft. Lauderdale, Florida                            33304
    --------------------------------------                ----------
   (Address of principal executive offices)               (Zip Code)


                                 (954) 760-5000
               --------------------------------------------------
              (Registrant's telephone number, including area code)


                                 NOT APPLICABLE
               --------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

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

                                 YES [X] NO [ ]

     Indicate the number of shares  outstanding of each of the issuer's  classes
of preferred and common stock as of the latest practicable date.

                                                         Outstanding at
               Title of Each Class                       August 2, 2001
 -----------------------------------------------         --------------
 Class A Common Stock, par value $0.01 per share           37,393,873
 Class B Common Stock, par value $0.01 per share            4,876,124




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<PAGE>

                                TABLE OF CONTENTS





FINANCIAL INFORMATION
                                                                Page Reference
                                                                --------------

     FINANCIAL STATEMENTS                                             1-19

      Consolidated Statements of Financial Condition -
        June 30, 2001 and 2000 and December 31, 2000  - Unaudited        4

      Consolidated Statements of Operations -
        For the Three and Six Months Ended June 30, 2001
        and 2000 - Unaudited ....................................      5-7

      Consolidated Statements of Stockholders' Equity
        and Comprehensive Income - For the Three and Six Months
        Ended June 30, 2001 and 2000 - Unaudited ................        8

      Consolidated Statements of Cash Flows - For the Three
        and Six Months Ended June 30, 2001 and 2000 - Unaudited .     9-10


      Notes to Consolidated Financial Statements - Unaudited ....    11-19


      Management's Discussion and Analysis of Financial
        Condition and Results of Operations .....................    20-33



OTHER INFORMATION

         Exhibits and Reports on Form 8K ........................       34

         Signatures .............................................       35



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BankAtlantic Bancorp, Inc.

<TABLE>
<CAPTION>

                      CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION - UNAUDITED

                                                        June 30,      December 31,    June 30,
(In thousands, except share data)                         2001           2000           2000
                                                       -----------    -----------    ----------
 ASSETS
<S>                                                   <C>            <C>            <C>

Cash and due from depository institutions .........   $    98,254    $    85,109    $    80,430
Federal Funds sold and securities purchased
  under resell agreements .........................         1,018          1,584          1,122
Investment securities and tax certificates
  (approximate fair value: $362,616,$387,971
  and $361,302) ...................................       356,179        383,619        361,186
Loans receivable, net .............................     2,972,548      2,853,804      2,780,536
Securities available for sale, at fair value ......       866,097        839,010        773,076
Trading securities, at fair value .................        31,113         43,557         16,796
Accrued interest receivable .......................        37,087         44,046         38,539
Real estate held for development and sale and
  joint ventures ..................................       154,546        147,755        156,974
Office properties and equipment, net ..............        61,649         59,850         56,155
Federal Home Loan Bank stock, at cost which
  approximates fair value .........................        56,428         51,940         50,958
Deferred tax asset, net ...........................        17,495         25,973         38,469
Cost over fair value of net assets acquired, net ..        48,463         49,882         51,913
Other assets ......................................        55,220         31,171         32,437
                                                       ----------     ----------     ----------
Total assets ......................................   $ 4,756,097    $ 4,617,300    $ 4,438,591
                                                       ==========     ==========     ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits ..........................................   $ 2,370,505    $ 2,234,485    $ 2,138,319
Advances from FHLB ................................     1,128,555      1,038,801        989,140
Federal Funds purchased ...........................       107,000          9,700              -
Securities sold under agreements to repurchase ....       438,714        659,502        676,502
Subordinated debentures, notes and bonds payable ..       220,508        224,358        225,519
Guaranteed preferred beneficial interests in
  the Company's Junior Subordinated Debentures ....        74,750         74,750         74,750
Other liabilities .................................       141,652        126,883         87,567
                                                       ----------     ----------     ----------
Total liabilities .................................     4,481,684      4,368,479      4,191,797
                                                       ----------     ----------     ----------
Stockholders' equity:
Preferred stock, $0.01 par value, 10,000,000
  shares authorized: none issued and outstanding ..            -               -              -
Class A Common Stock, $0.01 par value, authorized
  80,000,000 shares; issued and outstanding,
  31,794,761, 31,704,365 and 31,681,764 shares ....           318            317            317
Class B Common Stock, $0.01 par value, authorized
  45,000,000 shares; issued and outstanding,
  4,876,124, 4,876,124 and  9,799,596 shares ......            49             49             98
Additional paid-in capital ........................       104,237        103,745        134,606
Unearned compensation - restricted stock grants ...          (290)          (391)          (492)
Retained earnings .................................       157,910        143,471        132,994
                                                       ----------     ----------     ----------
Total stockholders' equity before accumulated other
  comprehensive income (loss) .....................       262,224        247,191        267,523
Accumulated other comprehensive income (loss) .....        12,189          1,630        (20,729)
                                                       ----------     ----------     ----------
Total stockholders' equity ........................       274,413        248,821        246,794
                                                       ----------     ----------     ----------
Total liabilities and stockholders' equity ........   $ 4,756,097    $ 4,617,300    $ 4,438,591
                                                       ==========     ==========     ==========
</TABLE>


                      See Notes to Consolidated Financial Statements - Unaudited





                                                   4

<PAGE>



BankAtlantic Bancorp, Inc.
<TABLE>
<CAPTION>

                               CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

                                                       For the Three Months       For the Six Months
(In thousands, except share data)                         Ended June 30,             Ended June 30,
                                                       ---------------------     ---------------------
                                                         2001         2000         2001         2000
                                                       --------     --------     --------     --------
<S>                                                   <C>          <C>          <C>          <C>
Interest income:
Interest and fees on loans and leases .............   $  61,580    $  61,211    $ 125,431    $ 120,335
Interest and dividends on securities available
  for sale ........................................      13,284       12,934       26,649       26,574
Interest and dividends on other investments and
  trading securities ..............................       8,792        6,001       17,828       10,461
                                                       --------     --------     --------     --------
Total interest income .............................      83,656       80,146      169,908      157,370
                                                       --------     --------     --------     --------
Interest expense:
Interest on deposits ..............................      23,089       22,267       47,533       42,105
Interest on advances from FHLB ....................      14,660       15,692       29,361       31,540
Interest on securities sold under agreements to
  repurchase and federal funds purchased ..........       7,142        7,407       16,774       13,989
Interest on subordinated debentures, guaranteed
  preferred interest in the Company's Junior
  Subordinated Debentures and notes and bonds
  payable .........................................       7,130        6,932       14,505       13,521
Capitalized interest on real estate developments
  and joint ventures ..............................      (1,447)      (1,841)      (3,018)      (3,526)
                                                       --------     --------     --------     --------
Total interest expense ............................      50,574       50,457      105,155       97,629
                                                       --------     --------     --------     --------
Net interest income ...............................      33,082       29,689       64,753       59,741
Provision for loan losses .........................       4,040        4,533        6,801       15,320
                                                       --------     --------     --------     --------
Net interest income after provision for loan losses      29,042       25,156       57,952       44,421
Non-interest income:
Investment banking income .........................      10,202       12,504       19,055       25,704
Transaction fees ..................................       3,890        3,221        7,770        6,472
Net revenues from sales of real estate ............       7,949        2,646       14,519        5,757
ATM fees ..........................................       2,654        2,718        5,306        5,233
Loan late fees and other loan income ..............       1,157        1,069        2,066        2,107
Gains (loss) on loans held for sale, net ..........           9         (367)          22         (289)
Gains on trading securities and securities
  available for sale, net .........................       1,221          202        1,356          252
Other .............................................       1,938        1,808        4,240        7,314
                                                       --------     --------     --------     --------
Total non-interest income .........................      29,020       23,801       54,334       52,550
                                                       --------     --------     --------     --------
Non-interest expense:
Employee compensation and benefits ................      23,152       21,168       46,751       43,222
Occupancy and equipment ...........................       6,953        6,447       13,836       12,947
Advertising and promotion .........................       2,407        2,670        3,919        4,136
Amortization of cost over fair value of net
  assets acquired .................................       1,049        1,024        2,074        2,040
Other .............................................      11,264       10,184       21,438       21,049
                                                       --------     --------     --------     --------
Total non-interest expense ........................      44,825       41,493       88,018       83,394
Income before income taxes, discontinued
  operations, extraordinary item and cumulative
  effect of a change in accounting principle ......      13,237        7,464       24,268       13,577
Provision for income taxes ........................       4,632        2,461        8,838        4,893
                                                       --------     --------     --------     --------
Income before discontinued operations,
  extraordinary item and cumulative effect of
  a change in accounting principle ................       8,605        5,003       15,430        8,684
Discontinued operations, net of taxes .............           -          259            -          259
Extraordinary item, net of taxes ..................           -            -            -        3,466
Cumulative effect of a change in accounting
  principle, net of tax ...........................           -            -        1,138            -
                                                       --------     --------     --------     --------
Net income ........................................   $   8,605    $   5,262    $  16,568    $  12,409
                                                      ========     ========     ========     ========

               See Notes to Consolidated Financial Statements - Unaudited (Continued)
</TABLE>

                                                   5
<PAGE>



BankAtlantic Bancorp, Inc.

<TABLE>
<CAPTION>
                               CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

                                                       For the Three Months        For the Six Months
                                                           Ended June 30,            Ended June 30,
                                                      ----------------------     ---------------------
                                                        2001         2000          2001         2000
                                                      -------     ----------     -------     ---------
<S>                                                  <C>         <C>            <C>          <C>
Class A common shares (1)
Basic earnings per share before extraordinary
  item and cumulative effect of a change in
  accounting principle ...........................   $    N/A    $      0.12    $    N/A     $     0.21
Basic earnings per share from discontinued
  operations .....................................        N/A           0.01         N/A           0.01
Basic earnings per share from extraordinary item .        N/A              -         N/A           0.09
Basic earnings per share from cumulative effect
  of a change in accounting principle ............        N/A              -         N/A              -
                                                      -------      ---------     -------      ---------
Basic earnings per share .........................   $    N/A    $      0.13    $    N/A     $     0.31
                                                      =======     ==========     =======      =========

Diluted earnings per share before extraordinary
  item and cumulative effect of a change in
  accounting principle ...........................   $    N/A    $      0.11    $    N/A     $     0.20
Diluted earnings per share from discontinued
  operations .....................................        N/A              -         N/A              -
Diluted earnings per share from extraordinary item        N/A              -         N/A           0.06
Diluted earnings per share from cumulative effect
  of a change in accounting principle ............        N/A              -         N/A              -
                                                      -------      ---------     -------      ---------
Diluted earnings per share .......................   $    N/A    $      0.11    $    N/A     $     0.26
                                                      =======     ==========     =======      =========
Basic weighted average number of common shares
  outstanding ....................................        N/A     31,546,061         N/A      31,522,835
                                                      =======     ==========     =======      ==========
Diluted weighted average number of common and
  common equivalent shares outstanding ...........        N/A     47,194,152         N/A      47,894,114
                                                      =======     ==========     =======      ==========
Class B common shares (1)
Basic earnings per share before extraordinary
  item and cumulative effect of a change in
  accounting principle ...........................   $    N/A    $      0.11    $    N/A     $      0.19
Basic earnings per share from discontinued
  operations .....................................        N/A           0.01         N/A            0.01
Basic earnings per share from extraordinary item .        N/A              -         N/A            0.08
Basic earnings per share from cumulative effect
  of a change in accounting principle ............        N/A              -         N/A               -
                                                      -------     ----------     -------      ----------
Basic earnings per share .........................   $    N/A    $      0.12    $    N/A     $      0.28
                                                      =======     ==========     =======      ==========

Diluted earnings per share before extraordinary
  item and cumulative effect of a change in
  accounting principle ...........................   $    N/A    $      0.11    $    N/A     $      0.19
Diluted earnings per share from discontinued
  operations .....................................        N/A           0.01         N/A               -
Diluted earnings per share from extraordinary item        N/A              -         N/A            0.06
Diluted earnings per share from cumulative effect
  of a change in accounting principle ............        N/A              -         N/A               -
                                                      -------     ----------     -------      ----------
Diluted earnings per share .......................   $    N/A    $      0.12    $    N/A     $      0.25
                                                      =======     ==========     =======      ==========

Basic weighted average number of common shares
  outstanding ....................................        N/A      9,774,193         N/A       9,916,211
                                                      =======     ==========     =======      ==========
Diluted weighted average number of common and
  common equivalent shares outstanding ...........        N/A     10,270,725         N/A      10,412,743
                                                      =======     ==========     =======      ==========
</TABLE>


          See Notes to Consolidated Financial Statements - Unaudited (Continued)


                                                   6

<PAGE>

BankAtlantic Bancorp, Inc.

<TABLE>
<CAPTION>

                           CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

                                                      For the Three Months        For the Six Months
                                                         Ended June 30,             Ended June 30,
                                                     ----------------------     ----------------------
                                                        2001          2000         2001         2000
                                                     ----------     -------     ----------     -------
<S>                                                  <C>            <C>         <C>            <C>
Earnings per share (1)
Basic earnings per share before extraordinary
  item and cumulative effect of a change in
  accounting principle ...........................         0.24         N/A           0.42         N/A
Basic earnings per share from discontinued
  operations .....................................            -         N/A              -         N/A
Basic earnings per share from extraordinary item .            -         N/A              -         N/A
Basic earnings per share from cumulative effect
  of a change in accounting principle ............            -         N/A           0.03         N/A
                                                     ----------     -------     ----------     -------
Basic earnings per share .........................         0.24         N/A           0.45         N/A
                                                     ==========     =======     ==========     =======

Diluted earnings per share before extraordinary
  item and cumulative effect of a change in
  accounting principle ...........................         0.19         N/A           0.34         N/A
Diluted earnings per share from discontinued
  operations .....................................            -         N/A              -         N/A
Diluted earnings per share from extraordinary item            -         N/A              -         N/A
Diluted earnings per share from cumulative effect
  of a change in accounting principle ............            -         N/A           0.03         N/A
                                                     ----------     -------     ----------     -------
Diluted earnings per share .......................         0.19         N/A           0.37         N/A
                                                     ==========     =======     ==========     =======

Basic weighted average number of common shares
  outstanding ....................................   36,535,810         N/A     36,519,091         N/A
                                                     ==========     =======     ==========     =======
Diluted weighted average number of common and
  common equivalent shares outstanding ...........   51,275,621         N/A     50,909,002         N/A
                                                     ==========     =======     ==========     =======


(1)  In prior periods our capital structure  included a dividend  preference for our Class A  shareholders.
     As  a consequence of the dividend  preference we used the two-class  method to calculate our earnings
     per share.  During the  2001 second   quarter  our   shareholders  voted to  eliminate  the  dividend
     preference.   As a result  we  will no  longer  use the  two-class  method to calculate  our earnings
     per share as of January 1, 2001.  If  the  two-class  method for  calculating  earnings per share was
     utilized  through  March  31, 2001, the  diluted earnings per share for the six months ended June 30,
     2001 would remain unchanged.



                   See Notes to Consolidated Financial Statements - Unaudited (Continued)
</TABLE>
























                                                         7

<PAGE>


BankAtlantic Bancorp, Inc.

<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
                                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 2001

                                                                                      Unearned
                                                                                       Compen-
                                                                   Addi-               sation      Other
                                                Compre-            tional            Restricted   Compre-
                                                hensive  Common   Paid-in  Retained     Stock     hensive
(In thousands)                                  Income   Stock    Capital  Earnings    Grants     Income      Total
                                                -------  ------  --------  --------  ----------  --------   --------
<S>                                             <C>      <C>     <C>       <C>       <C>         <C>        <C>
BALANCE, DECEMBER 31, 1999 ..................            $  426  $145,399  $122,639  $  (5,633)  $(26,945)  $235,886
  Net income ................................   $12,409       -         -    12,409          -          -     12,409
                                                --------
  Other comprehensive income, net of tax:
   Unrealized gain on securities available
       for sale .............................     6,884
   Reclassification adjustment for net gains
       included in net income ...............      (668)
                                                -------
  Other comprehensive income ................     6,216
                                                -------
Comprehensive income ........................   $18,625
                                                =======

Dividends on Class A common stock ...........                 -         -    (1,601)         -          -     (1,601)
Dividends on Class B common stock ...........                 -         -      (453)         -          -       (453)
Exchange of Class A restricted stock for
  participation in deferred compensation plan                (7)   (7,779)        -      4,599          -     (3,187)
Exercise of Class B common stock options ....                 2       634         -          -          -        636
Tax effect relating to the exercise of
   stock options ............................                 -       152         -          -          -        152
Purchase and retirement of Class A
   common stock .............................                (6)   (3,855)        -          -          -     (3,861)
Issuance of Class A restricted common stock
  for acquisitions ..........................                 -       178         -          -          -        178
Forfeited Class A restricted common stock ...                 -      (123)        -        103          -        (20)
Amortization of  unearned compensation
   restricted stock grants ..................                 -         -         -        439          -        439
Net change in unrealized appreciation on
  securities available for sale-net of
  deferred income taxes .....................                 -         -         -          -      6,216      6,216
                                                         ------  --------  --------  ----------  --------   --------
BALANCE, JUNE 30, 2000 ......................            $  415  $134,606  $132,994  $    (492)  $(20,729)  $246,794
                                                         ======  ========  ========  ==========  ========   ========

BALANCE, DECEMBER 31, 2000 ..................            $  366  $103,745  $143,471  $    (391)  $  1,630   $248,821
  Net income ................................   $16,568                      16,568          -          -     16,568
                                                -------
  Other comprehensive income, net of tax:
   Unrealized gain on securities available
       for sale .............................    10,515
   Accumulated gains associated with cash
       flow hedge ...........................       301
   Reclassification adjustment for net gains
       included in net income ...............      (257)
                                                -------
  Other comprehensive income ................    10,559
                                                -------
Comprehensive income ........................   $27,127
                                                =======
Dividends on Class A Common Stock ...........                 -         -    (1,876)         -          -     (1,876)
Dividends on Class B Common Stock ...........                 -         -      (253)         -          -       (253)
Exercise of Class A common stock options ....                 1       404         -          -          -        405
Tax effect relating to the exercise of
   stock options ............................                 -        63         -          -          -         63
Issuance of Class A common stock upon
  conversion of subordinated debentures .....                 -        25         -          -          -         25
Amortization of  unearned compensation ......                 -
   restricted stock grants ..................                 -         -         -        101          -        101
Net change in other comprehensive income, net
  of income taxes ...........................                 -         -         -          -     10,559     10,559
                                                         ------  --------  --------  ---------   --------   --------
BALANCE, JUNE 30, 2001 ......................            $  367  $104,237  $157,910  $   (290)   $ 12,189   $274,413
                                                         ======  ========  ========  =========   ========   ========


                                See Notes to Consolidated Financial Statements - Unaudited
</TABLE>


                                                           8


<PAGE>

BankAtlantic Bancorp, Inc.

                CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

                                                           For the Six Months
(In thousands)                                               Ended June 30,
                                                          ---------------------
                                                            2001         2000
                                                          --------     --------
OPERATING ACTIVITIES:
Income before discontinued operations extraordinary
  item and cumulative effect of a change in
  accounting principle ................................  $  15,430    $   8,684
Income from discontinued operations ...................       --            259
Extraordinary item, net of tax ........................       --          3,466
Cumulative effect of a change in accounting principle,
  net of tax ..........................................      1,138         --
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH
  PROVIDED (USED) IN OPERATING ACTIVITIES:
Provision for credit losses * .........................      7,573       15,826
Change in real estate inventory .......................     (1,131)         (97)
Equity in joint venture losses (earnings) .............     (1,196)         411
Loans held for sale activity, net .....................    (17,813)     (98,792)
Proceeds from sales of loans classified as held
  for sale ............................................     13,002       23,824
Gains on securities activities, net ...................       (934)        (318)
Gains on sales of property and equipment ..............       (367)        (240)
Depreciation, amortization and accretion, net .........      3,298        4,418
Amortization of cost over fair value of net
  assets acquired .....................................      2,074        2,040
Decrease (increase) in deferred tax asset, net ........      2,667         (916)
Trading activities, net ...............................     12,444        6,515
Decrease (increase) in accrued interest receivable ....      6,959       (7,945)
Decrease (increase) in other assets ...................    (25,335)       3,943
Increase in other liabilities .........................     14,832        9,083
                                                          --------     --------
Net cash provided (used) in operating activities ......     32,641      (29,839)
                                                          --------     --------
Investing activities:
Proceeds from redemption and maturities of investment
  securities and tax certificates .....................    129,813       56,487
Purchase of investment securities and tax certificates    (102,085)    (290,801)
Purchases of securities available for sale ............   (237,894)     (79,874)
Proceeds from sales and maturities of securities
  available for sale ..................................    228,969      166,534
Proceeds from sales of FHLB stock .....................        512       13,657
FHLB stock acquired ...................................     (5,000)      (8,205)
Purchases and net originations of loans and leases ....   (123,899)     (68,309)
Proceeds from sales of real estate owned ..............      3,490        2,089
Net additions to office property and equipment ........     (5,586)      (3,234)
Acquisition, net of cash acquired .....................       (655)        (210)
Investment in and advances to joint ventures, net .....     (4,464)      (7,324)
                                                          --------     --------
Net cash used in investing activities .................   (116,799)    (219,190)
                                                          --------     --------
FINANCING ACTIVITIES:
Net increase in deposits ..............................    136,020      110,427
Repayments of FHLB advances ...........................   (275,246)    (805,050)
Proceeds from FHLB advances ...........................    365,000      696,004
Net increase (decrease) in securities sold under
  agreements to repurchase ............................    (220,788)     253,279
Net increase (decrease) in federal funds purchased ....     97,300       (5,900)
Repayment of notes and bonds payable ..................    (27,333)     (12,849)
Proceeds from notes and bonds payable .................     23,508       34,678
Issuance of common stock upon exercise of stock options        405          636
Retirement of subordinated debentures .................       --        (25,083)
Payments to acquire and retire common stock ...........       --         (3,861)
Common stock dividends paid ...........................     (2,129)      (2,083)
                                                          --------     --------
Net cash provided in financing activities .............     96,737      240,198
                                                          --------     --------
Increase in cash and cash equivalents .................     12,579       (8,831)
Cash and cash equivalents at beginning of period ......     86,693       90,383
                                                          --------     --------
Cash and cash equivalents at end of period ............  $  99,272    $  81,552
                                                          ========     ========

* Provision for credit losses represents  provision for loan losses, REO and tax
  certificates.


     See Notes to Consolidated Financial Statements - Unaudited (Continued)


                                       9
<PAGE>


BankAtlantic Bancorp, Inc.



                CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED


                                                    For the Six Months
                                                      Ended June 30,
                                                   ---------------------
(In thousands)                                       2001         2000
                                                   --------     --------
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING
  AND FINANCING ACTIVITIES

Interest paid .................................   $ 108,908    $ 103,294
Income taxes paid .............................      10,875        2,000
Loans transferred to real estate owned ........       2,375        3,766
Loan charge-offs ..............................      10,113       13,638
Tax certificate net charge-offs ...............       1,327          549
Increase in equity for the tax effect related
  to the exercise of employee stock options ...          63          152
Change in other comprehensive income ..........      16,370       10,151
Change in deferred taxes on other comprehensive
  income ......................................      (5,811)      (3,935)
Change in stockholders' equity from other
  comprehensive income ........................      10,559        6,216
Reduction in stockholders' equity from the
  retirement of restricted stock ..............           -       (3,187)
Increase in other liabilities from the
  retirement of restricted stock ..............           -        3,187
Issuance of common stock upon acquisition .....           -          178
Accrual for the purchase of tax certificates,
  paid in July ................................           -       10,167
Loan securitizations ..........................           -       33,577






           See Notes to Consolidated Financial Statements - Unaudited







































                                      10
<PAGE>

BankAtlantic Bancorp, Inc.



             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED


1.  PRESENTATION OF INTERIM FINANCIAL STATEMENTS

     We are a Florida-based financial services holding company with $4.8 billion
in assets and we own, directly or indirectly,  BankAtlantic, Levitt Corporation,
and Ryan, Beck & Co., LLC. BankAtlantic, a federal savings bank headquartered in
Fort Lauderdale,  Florida,  provides  traditional  retail and commercial banking
products and services and engages in a wide range of related activities. Through
Levitt  Corporation,  a  subsidiary  of  BankAtlantic,  we engage in real estate
development  and real estate  investment  activities  primarily in Florida.  Our
wholly-owned  subsidiary,  Ryan,  Beck,  is an  investment  banking  firm  which
provides a wide range of investment banking, brokerage and investment management
services.  All significant  inter-company  balances and  transactions  have been
eliminated in consolidation,  including $29.5 million of loans from BankAtlantic
to Levitt Corporation.

     In management's opinion, the accompanying consolidated financial statements
contain such adjustments necessary to present fairly our consolidated  financial
condition  at  June  30,  2001,  December  31,  2000  and  June  30,  2000,  the
consolidated  results of operations  for the three and six months ended June 30,
2001 and 2000, the consolidated  stockholders'  equity and comprehensive  income
for the six months ended June 30, 2001 and 2000 and the consolidated  cash flows
for the six months ended June 30, 2001 and 2000. Such adjustments consisted only
of  normal  recurring  items  except  for the  cumulative  effect of a change in
accounting  principle and an extraordinary  item discussed in Note 9 and Note 3,
respectively.  The  consolidated  financial  statements  and  related  notes are
presented as permitted by Form 10-Q and should be read in  conjunction  with the
notes to the consolidated financial statements appearing in our Annual Report on
Form 10-K for the year ended  December  31, 2000 and our Form 10-Q for the three
months ended March 31, 2001.

2. COMMON STOCK

     On May 24, 2001 we amended our  articles of  incorporation  to grant voting
rights to holders  of our Class A Common  Stock,  make the Class B Common  Stock
convertible  into Class A Common Stock on a share for share basis,  and equalize
the cash dividends payable on our Class A Common Stock and Class B Common Stock.
As a consequence of the amendment,  our Class A shareholders are entitled to one
vote per share,  which in the  aggregate  represent  53% of the combined  voting
power of the  Class A Common  Stock and the  Class B Common  Stock.  Our Class B
Common Stock represents the remaining 47% of the combined vote. The fixed voting
percentages  will be  eliminated,  and  shares of Class B Common  Stock  will be
entitled  to only one vote per  share,  from and  after the date that BFC or its
affiliates no longer own in the aggregate at least  2,438,062  shares of Class B
Common Stock (which amount is 50% of the number of shares it now holds).

3. EXTRAORDINARY ITEM

     In  February  2000,  the  Company  repurchased  $25  million  in  aggregate
principal amount of the Company's 5-5/8% Convertible  Subordinated Debentures at
a purchase  price of $18.75 million and recognized a $3.5 million (net of income
tax) extraordinary gain upon the retirement of these Debentures.

4.  EARNINGS PER SHARE

     We were  required to use the  two-class  method to report our  earnings per
share in prior  periods.  This  method was  required  as a result of the Class A
shareholders'  having a right to receive a per share cash  dividend  equal to at
least 110% of any cash dividend paid per share on our Class B Common Stock.  Our
articles of  incorporation  were  amended on May 24,  2001 to equalize  the cash
dividend payable on our Class A and Class B Common Stock. As a result we will no
longer  use the  two-class  method to  calculate  our  earnings  per share as of
January 1, 2001.  See our Annual Report on Form 10-K for a detailed  explanation
on the calculation of earnings per share using the two-class method.

     Subsequent to January 1, 2001, basic earnings per share were computed based
upon the  weighted-average  number  of  common  shares  outstanding  during  the
periods.  Diluted earnings per share  were computed  based   upon  the weighted-


                                       11

<PAGE>

average number of common shares  outstanding plus the assumed issuance of common
shares for all potentially dilutive securities.

5. TRADING SECURITIES

     The Ryan Beck gains on trading  securities  were  associated with sales and
trading  activities  conducted  both as  principal  and as  agent on  behalf  of
individual and  institutional  investor  clients of Ryan Beck.  Transactions  as
principal  involve making  markets in securities  which are held in inventory to
facilitate  sales to and  purchases  from  customers.  During  the three and six
months ended June 30, 2001,  Ryan Beck  realized  net  revenues  from  principal
transactions  of $3.9 million and $8.4 million,  respectively,  compared to $4.0
million and $9.0 million during the same 2000 periods. Furthermore,  included in
other  liabilities  at June 30, 2001 and December 31, 2000 was $40.2 million and
$12.0 million,  respectively, of securities sold, not yet purchased, relating to
Ryan Beck trading activities.

     Ryan Beck's trading securities consisted of the following (in thousands):

                                   June 30,  December 31,  June 30,
                                    2001        2000         2000
                                   -------   -----------   -------
Debt obligations:
  States and municipalities ..     $ 9,791   $   11,731   $  8,532
  Corporations ...............         290          227        376
  U.S. Government and agencies      16,640       24,476      3,734
  Corporate equities .........       4,094        3,401      4,154
  Certificates of deposit ....         298        3,722          0
                                   -------   ----------   --------
                                   $31,113   $   43,557   $ 16,796
                                   =======   ==========   ========

6.  LOANS HELD FOR SALE

     In the past, we originated  and purchased  residential  loans for portfolio
and for sale.  Currently,  the majority of residential  loans originated are CRA
loans held for sale and the majority of residential loans purchased are retained
in our portfolio.  During June 2000, we discontinued our commercial non-mortgage
syndication  lending  activities and transferred  the entire  portfolio to loans
held for sale.  During the second quarter of 2001, a syndicated  commercial real
estate loan that had been  classified  held to maturity was  transferred to held
for sale. The change in classification  reflects management's intent to sell the
loan in the foreseeable future.

     Loans held for sale consisted of the following (in thousands):

                                     June 30,   December 31,   June 30,
                                       2001         2000         2000
                                    ---------   -----------   ---------
  Residential ...............      $    4,904  $          0  $  244,141
  Commercial real estate ....          22,713             0           0
  Commercial syndication ....          79,901        80,016     123,868
                                    ---------   -----------   ---------
    Total loans held for sale      $  107,518  $     80,016  $  368,009
                                    =========   ===========   =========


7.  REAL ESTATE HELD FOR DEVELOPMENT AND SALE AND JOINT VENTURE ACTIVITIES

     Real  estate held for  development  and sale and joint  venture  activities
consisted  of  the  combined   activities  of  Core  Communities,   Inc.  ("Core
Communities"  f/k/a St. Lucie West Holding  Corporation)  and Levitt and Sons as
well as Levitt  Corporation's joint venture activities.  Core Communities is the
developer of the master planned  community of St. Lucie West in St. Lucie County
Florida.  Levitt and Sons is a developer of  single-family  home communities and
condominium and rental apartment complexes primarily in Florida.


                                       12

<PAGE>


     Real estate held for development  and sale and joint ventures  consisted of
the following:

                                       June 30,   December 31,   June 30,
                                          2001        2000         2000
                                       --------   -----------    --------
Land and land development costs ...   $  86,907  $     87,989   $  90,180
Construction costs ................      19,657        15,254      14,994
Other costs .......................       8,022         4,775       1,747
Equity investments in joint venture       6,151         7,559       7,214
Loans to joint ventures ...........      33,809        29,125      39,757
Other .............................           -         3,053       3,082
                                       --------   -----------    --------
                                      $ 154,546  $    147,755   $ 156,974
                                       ========   ===========    ========


     The components of net revenues from sales of real estate were as follows:

                                     For the Three Months    For the Six Months
                                        Ended June 30,          Ended June 30,
                                     --------------------   -------------------
(In thousands)                         2001       2000        2001       2000
                                     --------   --------    --------   --------
Sales of real estate .............   $ 33,176   $ 16,775    $ 57,954   $ 39,986
Cost of sales ....................     25,683     14,001      44,631     33,817
                                     --------   --------    --------   --------
Gains on sales of real estate ..      7,493      2,774      13,323      6,169
Gains (losses) on joint venture
  activities .....................        456       (128)      1,196       (412)
                                     --------   --------    --------   --------
Net revenues from sales of real
  estate .........................   $  7,949   $  2,646    $ 14,519   $  5,757
                                     ========   ========    ========   ========

8.  COMPREHENSIVE INCOME

     The  income   tax   provision   relating   to  the   comprehensive   income
reclassification  adjustment in the  Consolidated  Statements  of  Stockholders'
Equity and Comprehensive  Income for the six months ended June 30, 2001 and 2000
was $145,000 and $359,000, respectively.

9.  RESTRUCTURING CHARGE

     During December 2000, we adopted a plan to terminate our ATM  relationships
with  Wal*Mart  and K-Mart.  The  restructuring  of the ATM network is part of a
company-wide program to review all lines of business.  These reviews, which will
continue in future  quarters,  are designed  to identify  underperforming  units
with a view towards improving performance.

     The table below summarizes  amounts paid associated with the  restructuring
liability  included in other  liabilities  during the six months  ended June 30,
2001: (in thousands)
                                               Amount
                                                Paid
                                    Initial    During                 Ending
Type of Restructuring Charge         Amount    Period   Adjustments   Balance
--------------------------------    -------   -------   -----------   -------
Lease contract termination costs   $  1,768  $   (856)  $      (219) $   693
De-installation costs ..........        305       (15)            -      290
Other ..........................         74         -             -       74
                                    -------   -------    ----------   ------
  Total restructuring charge       $  2,147  $   (871)  $      (219) $ 1,057
                                    =======   =======    ===========  ======






                                       13

<PAGE>

     During  the  2001  second  quarter,   the  restructuring  charge  liability
established  during the fourth  quarter  2000 was  adjusted  downward to reflect
lower ATM lease termination costs than had been projected when the restructuring
charge was first determined. The restructuring of our ATM network is anticipated
to be completed during the fourth quarter of 2001.

10.   DERIVATIVES

     We  adopted  Financial   Accounting  Standards  Board  Statement  No.  133,
"Accounting for Derivative  Instruments and Hedging  Activities"  ("FAS 133") on
January 1, 2001. At the adoption date we recognized all  derivative  instruments
as defined by FAS 133 in the statement of financial position as either assets or
liabilities  and  measured  them at fair value  resulting in a $1.1 million gain
associated with the cumulative effect of a change in accounting  principle,  net
of tax.

     The  derivatives  utilized by us during the six months  ended June 30, 2001
were  interest  rate swaps and forward  contracts.  We used  interest  rate swap
contracts to manage our interest  rate risk.  The callable  receive  fixed swaps
were issued in an effort to reduce our interest  rate risk  associated  with our
callable 7% certificate accounts.  During the 2001, second quarter, we exercised
the call option and retired the 7% certificate  accounts. We expect the swaps to
be called in the foreseeable future. The forward contracts were held for trading
purposes.

     The three and five year pay fixed swaps were originally purchased to reduce
exposure to interest rate risk associated with our Business Money Market Deposit
product.  We did not elect  hedge  accounting  treatment  for the swaps.  Due to
changes in the interest  rate  environment,  we shifted our  interest  rate risk
strategy and designated the swaps from hedging our Business Money Market Deposit
product to  hedging  the  variable  cash flows  associated  with the  forecasted
interest payments on certain variable rate FHLB Advances,  and elected cash flow
hedge  accounting  treatment.  The swaps were designated as a cash flow hedge on
June 15, 2001.  Our risk  management  objective  and strategy is to fix the cash
outflow on forecasted interest payments associated with the LIBOR based advances
at an approximate rate of 5.09%. The risk being hedged is the interest rate risk
associated with the variability of cash outflows  relating to the advances.  The
net gain  recognized  from the  inception  of the hedge  through  June 30,  2001
representing  the  amount of hedge  ineffectiveness  was  $15,000.  The net gain
included  in other  comprehensive  income  from this  hedging  relationship  was
$301,000.  These net gains will be recognized in earnings as interest expense is
accrued on the FHLB  advances.  The net amount of  existing  losses on the swaps
included in other  liabilities  expected to be reclassified into earnings within
the next 12 months is  $533,000.  The hedging  relationship  is expected to last
over the term of the swaps.

     The  following  table  outlines the  notional  amount and fair value of our
derivatives outstanding at June 30, 2001: (in thousands)

<TABLE>
<CAPTION>
                                                                  Paying        Receiving
                                         Notional     Fair      Index/Fixed    Index/Fixed   Termination
                                          Amount      Value       Amount          Amount        Date
                                         --------   --------    -----------    -----------   -----------
<S>                                      <C>        <C>         <C>            <C>            <C>
Five year callable receive fixed swaps   $ 30,000   $      0    3 mo. LIBOR           7.13%    1/16/2006
One year callable receive fixed swaps.   $ 15,000   $      0    1 mo. LIBOR           7.06%    7/23/2001
Five year pay fixed swaps ............   $ 25,000   $    (39)          5.73%   3 mo. LIBOR     1/05/2006
Three year pay fixed swaps ...........   $ 50,000   $   (934)          5.81%   3 mo. LIBOR    12/28/2003
                                         ========   ========    ===========    ===========   ===========
Forward contract to purchase
  adjustable rate mortgage-backed
   Securities ........................   $176,823   $    489
                                         ========   ========
</TABLE>


11.   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.  Reportable  segments  consist of one or more  operating
segments  with  similar   economic   characteristics,   products  and  services,
production  processes,  type of  customer,  distribution  system and  regulatory
environment. The information provided for Segment Reporting is based on internal
reports utilized by management. Interest expense and certain revenue and expense
items are  allocated to the various  segments as interest  expense and overhead.
The  presentation  and  allocation of interest  expense and overhead and the net
income  calculated  under the  management  approach


                                       14
<PAGE>


may not reflect the actual economic costs, contribution or results of operations
of the unit as a stand alone  business.  If a different  basis of allocation was
utilized,  the  relative  contributions  of the  segments  might  differ but the
relative  trends in the segments  would,  in  management's  view,  likely not be
impacted.

     The  following  summarizes  the  aggregation  of  the  Company's  operating
segments into reportable segments:

     Reportable Segment        Operating Segments Aggregated
     ------------------        -----------------------------

     Capital Markets           Investments, tax certificates,  residential
                               loans purchased, CRA lending and real estate
                               capital services

     Commercial Banking        Commercial lending, syndications, international,
                               lease finance and trade finance

     Community Banking         Indirect and direct consumer lending, small
                               business lending and ATM operations

     Levitt Corporation        Real estate and joint venture operations

     Ryan Beck                 Investment banking and brokerage operations

     Parent Company            Costs of acquisitions, financing of acquisitions,
                               contributions of capital to subsidiaries and
                               equity investments

     The  accounting  policies of the segments are  generally  the same as those
described  in the  summary  of  significant  accounting  policies.  Intersegment
transactions  consist of borrowings  by real estate  operations  and  investment
banking  operations  which are recorded  based upon the terms of the  underlying
loan  agreements  and are  effectively  eliminated  in the interest  expense and
overhead allocations.

























                                       15
<PAGE>



     The Company  evaluates  segment  performance based on net income after tax.
The  table  below  is  segment   information  for  income  before   discontinued
operations,  extraordinary  item  and  the  cumulative  effect  of a  change  in
accounting principle for the three months ended June 30, 2001 and 2000:

<TABLE>
<CAPTION>
                                          Bank Operations
                               ---------------------------------------
                                Capital     Commercial     Community       Levitt                     Parent      Segment
(in thousands)                  Markets       Banking       Banking     Corporation    Ryan Beck     Company       Total
                               ----------   -----------   -----------   -----------   -----------   ---------   ----------
<S>                           <C>          <C>           <C>           <C>           <C>           <C>         <C>
2001
----
Interest income ............. $    46,487  $     30,178  $      7,016  $        344  $        580  $      (34) $    84,571
Interest expense and overhead     (35,687)      (17,761)       (4,225)          (60)         (206)     (5,118)     (63,057)
Provision for loan losses ...          43        (5,404)        1,321             0             0           0       (4,040)
Non-interest income .........         589           868         2,868         8,657        10,338         758       24,078
Segment profits and losses
 before taxes................       9,856         6,234         1,837         2,078          (915)     (5,853)      13,237
Provision for income taxes ..       3,621         2,291           675           421          (327)     (2,049)       4,632
                               ----------   -----------   -----------   -----------   -----------   ---------   ----------
Segment net income (loss) ... $     6,235  $      3,943  $      1,162  $      1,657  $       (588) $   (3,804) $     8,605
                               ==========   ===========   ===========   ===========   ===========   =========   ==========

Segment average assets ...... $ 2,654,965  $  1,360,428  $    323,421  $    166,661  $     76,306  $  108,570  $ 4,690,351
                               ==========   ===========   ===========   ===========   ===========   =========   ==========

2000
----
Interest income ............. $    43,973  $     27,964  $      8,241  $        492  $        460  $      311 $     81,441
Interest expense and overhead     (35,599)      (16,201)       (5,028)         (425)          (70)     (5,513)     (62,836)
Provision for loan losses ...         (74)       (2,986)       (1,473)            0             0           0       (4,533)
Non-interest income .........         635            84         2,909         3,211        12,718        (113)      19,444
Segment profits and losses
 before taxes ...............       7,742         7,212         (650)          (863)          820      (6,797)       7,464
Provision for income taxes ..       2,962         2,759         (249)          (947)          315      (2,379)       2,461
                               ----------   -----------   ----------    -----------   ------------  ---------   ----------
Segment net income (loss) ... $     4,780  $      4,453  $      (401)  $         84  $        505  $   (4,418) $     5,003
                               ==========   ===========   ==========    ===========   ===========   =========   ==========

Segment average assets ...... $ 2,483,892  $  1,150,649  $   357,271   $    153,644  $     33,998  $   91,458  $ 4,270,912
                               ==========   ===========   ==========    ===========   ===========   =========   ==========

</TABLE>







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                                       16
<PAGE>



     The table  below is  segment  information  for income  before  discontinued
operations,  extraordinary  item  and  the  cumulative  effect  of a  change  in
accounting principle for the six months ended June 30, 2001 and 2000:

<TABLE>
<CAPTION>
                                          Bank Operations
                               -------------------------------------
                                 Capital    Commercial    Community      Levitt                   Parent      Segment
(in thousands)                   Markets      Banking      Banking    Corporation    Ryan Beck    Company      Total
                               ----------   ----------   ----------   -----------   -----------  ---------   ----------
<S>                           <C>          <C>          <C>           <C>          <C>          <C>         <C>
2001
Interest income ............. $    93,106  $    62,153  $    14,613   $       795  $     1,156  $        9  $   171,832
Interest expense and overhead     (71,332)     (36,954)      (8,927)         (150)        (309)    (10,734)    (128,406)
Provision for loan losses ...        (120)      (9,650)       2,969             0            0           0       (6,801)
Non-interest income .........         711        1,595        5,625        15,953       19,471       1,080       44,435
Segment profits and losses
 before taxes ...............      18,636       14,201        3,277         3,629       (2,753)    (12,722)      24,268
Provision for income taxes ..       6,923        5,287        1,217           844         (980)     (4,453)       8,838
                               ----------   ----------   ----------    ----------   ----------   ---------   ----------
Segment net income (loss) ... $    11,713  $     8,914  $     2,060   $     2,785  $    (1,773) $   (8,269) $    15,430
                               ==========   ==========   ==========    ==========   ==========   =========   ==========

Segment average assets ...... $ 2,624,098  $ 1,308,896  $   364,290   $   166,210  $    68,064  $   97,882  $ 4,629,440
                               ==========   ==========   ==========    ==========   ==========   =========   ==========

2000
Interest income ............. $    87,336  $    52,759  $    17,010   $     1,013  $       941  $      851  $   159,910
Interest expense and overhead     (69,910)     (30,032)      (9,915)         (665)        (278)    (10,935)    (121,735)
Provision for loan losses ...        (217)      (3,647)     (11,456)            0            0           0      (15,320)
Non-interest income .........         692          706        5,784        10,626       26,173        (101)      43,880
Segment profits and losses
 before taxes ...............      15,626       16,666       (8,838)        2,522          743     (13,142)      13,577
Provision for income taxes ..       5,915        6,300       (3,315)          312          282      (4,601)       4,893
                               ----------   ----------   ----------    ----------   ----------   ---------   ----------
Segment net income (loss) ... $     9,711  $    10,366  $    (5,523)  $     2,210  $       461  $   (8,541) $     8,684
                               ==========   ==========   ==========    ==========   ==========   =========   ==========

Segment average assets ...... $ 2,479,013  $ 1,073,633  $   385,662   $   153,654  $    36,075  $   94,917  $ 4,222,954
                               ==========   ==========   ==========    ==========   ==========   =========   ==========

</TABLE>









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                                       17
<PAGE>

     The  difference  between  total  segment  average  assets and  consolidated
average assets, segment non-interest income and total consolidated  non-interest
income,  segment  interest income and total  consolidated  interest income is as
follows:

<TABLE>
<CAPTION>
                                                     For the Three Months Ended    For the Six Months Ended
(in thousands)                                                June 30,                     June 30,
                                                     --------------------------    --------------------------
Total average assets                                     2001           2000           2001           2000
                                                     -----------    -----------    -----------    -----------
<S>                                                   <C>           <C>            <C>            <C>
Total assets for reportable segments .............   $ 4,690,351    $ 4,270,912    $ 4,629,440    $ 4,222,954
Assets in overhead ...............................       110,451        118,048        120,707        108,191
                                                     -----------    -----------    -----------    -----------
Total consolidated assets ........................   $ 4,800,802    $ 4,388,960    $ 4,750,147    $ 4,331,145
                                                     ===========    ===========    ===========    ===========
Non-interest income
Total non-interest income for reportable segments    $    24,078    $    19,444    $    44,435    $    43,880
Items included in interest expense and overhead:
  Transaction fee income .........................         3,890          3,221          7,770          6,472
  Gains on sales of property and equipment .......            20             57            367            240
  Other fees .....................................         1,032          1,079          1,762          1,958
                                                     -----------    -----------    -----------    -----------
Total consolidated non-interest income ...........   $    29,020    $    23,801    $    54,334    $    52,550
                                                     ===========    ===========    ===========    ===========
Interest income
Total interest income for reportable segments ....   $    84,571    $    81,441    $   171,832    $   159,910
Deferred interest income on real estate activities          (107)           371           (282)          (665)
Elimination entries ..............................          (808)        (1,666)        (1,642)        (1,875)
                                                     -----------    -----------    -----------    -----------
Total consolidated interest income ...............   $    83,656    $    80,146    $   169,908    $   157,370
                                                     ===========    ===========    ===========    ===========
</TABLE>


12.  SUBSEQUENT EVENTS

     During July 2001, we sold 5.1 million shares of our Class A Common Stock in
an underwritten  public offering at a price of $8.50 per share. The net proceeds
after underwriting  discounts and expenses were $40.3 million.  The net proceeds
of the offering will be used to reduce debt at the holding company level and for
general corporate purposes.

     On July 13,  2001,  we  exercised  our  right to  redeem  our  subordinated
investment  notes. We had outstanding  $34.8 million of subordinated  investment
notes with an 11% weighted  average  interest  rate at June 30, 2001.  The notes
will be redeemed on August 15, 2001 at 100% of the principal amount plus accrued
interest.

13.  NEW ACCOUNTING PRONOUNCEMENTS

     In July 2001, the FASB issued Statement No. 141, Business Combinations, and
Statement No. 142, Goodwill and Other Intangible Assets.  Statement 141 requires
that the purchase  method of  accounting  be used for all business  combinations
initiated  after  June  30,  2001  as  well  as  all  purchase  method  business
combinations  completed  after  June 30,  2001.  Statement  141  also  specifies
criteria  in which  intangible  assets  acquired in a purchase  method  business
combination  must  meet to be  recognized  and  reported  apart  from  goodwill.
Statement 142 will require that goodwill and intangible  assets with  indefinite
useful lives no longer be amortized,  but instead tested for impairment at least
annually in accordance with the provisions of Statement 142.  Statement 142 will
also require that intangible assets with definite useful lives be amortized over
their respective  estimated useful lives to their estimated residual values, and
reviewed for impairment in accordance with Statement No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lives Assets to Be Disposed Of.

     We are required to adopt the provisions of Statement 141  immediately.  The
goodwill on our Statement of Financial  Condition  will continue to be amortized
prior to the adoption of Statement  142. We will adopt  Statement 142 on January
1, 2002.


                                      18


<PAGE>

     In  connection  with  the  transitional  goodwill  impairment   evaluation,
Statement  142 will require us to perform an  assessment  of whether there is an
indication  that goodwill is impaired as of the date of adoption.  To accomplish
this we must  identify our reporting  units and determine the carrying  value of
each  reporting  unit by assigning  the assets and  liabilities,  including  the
existing goodwill and intangible assets, to those reporting units as of the date
of  adoption.  We will then have up to six months  from the date of  adoption to
determine the fair value of each  reporting unit and compare it to the reporting
unit's carrying amount. To the extent a reporting unit's carrying amount exceeds
its fair value, an indication  exists that the reporting  unit's goodwill may be
impaired  and we must  perform  the second step of the  transitional  impairment
test.  In the  second  step,  we must  compare  the  implied  fair  value of the
reporting  unit's  goodwill,  determined by allocating the reporting unit's fair
value to all of its assets  (recognized and  unrecognized)  and liabilities in a
manner similar to a purchase price  allocation in accordance with Statement 141,
to its  carrying  amount,  both of  which  would be  measured  as of the date of
adoption.  This second step is required to be completed as soon as possible, but
no later than the end of the year of adoption. Any transitional  impairment loss
will be recognized as the cumulative effect of a change in accounting  principle
in our statement of earnings.

     As of the  date of  adoption,  the  Company  expects  to  have  unamortized
goodwill in the amount of $47.4  million that will be subject to the  transition
provisions of Statements 141 and 142.  Amortization  expense related to goodwill
was $4.1 million and $2.1  million for the year ended  December 31, 2000 and the
six months ended June 30, 2001,  respectively.  Because of the extensive  effort
needed to comply with adopting  Statements 141 and 142, it is not practicable to
reasonably  estimate the impact of adopting  these  Statements  on our financial
statements  at the  date of this  report,  including  whether  any  transitional
impairment losses would be required to be recognized as the cumulative effect of
a change in accounting principle.

     On July 5,  2001,  the  FASB  board  voted  to  issue  Statement  No.  143,
"Accounting for Asset Retirement  Obligations",  That standard requires entities
to record the fair value of a liability  for an asset  retirement  obligation in
the period in which it is incurred.  When the  liability is initially  recorded,
the entity  capitalizes a cost by increasing the carrying  amount of the related
long-lived asset. Over time, the liability is accreted to its present value each
period,  and the  capitalized  cost is  depreciated  over the useful life of the
related asset.  Upon  settlement of the liability,  an entity either settles the
obligation for its recorded amount or incurs a gain or loss upon settlement. The
standard is effective  for fiscal  years  beginning  after June 15,  2002,  with
earlier  application  encouraged.  The potential  impact of Statement 143 on our
Statement of Operations and Statement of Financial  Condition is currently under
review by management.

14.  RECLASSIFICATIONS

     Certain  amounts for prior periods have been  reclassified  to conform with
the statement presentation for 2001.







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                                       19
<PAGE>



           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


     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,  or in  the  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 BankAtlantic
Bancorp,  Inc.  ("the  Company")  and are  subject  to a  number  of  risks  and
uncertainties,  including  but not  limited  to,  the  risks  and  uncertainties
associated with: the impact and effects of leverage;  economic,  competitive and
other factors  affecting the Company and its operations,  markets,  products and
services;  credit risks and the related  sufficiency  of its  allowance for loan
losses;  changes  in  interest  rates and  economic  policies;  the  success  of
technological,  strategic and business  initiatives;  the  profitability  of its
banking and  non-banking  initiatives;  risks  associated  with the value of the
Company's equity  investments;  expectations of performance  improvements at our
investment banking and leasing subsidiaries; the impact of the implementation of
FASB  Statement  141 and 142 and other  factors  discussed  elsewhere in reports
filed by the Company with the Securities and Exchange Commission  ("SEC").  Many
of these factors are beyond the Company's control.

RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
                                           For the Three Months   For the Six Months
                                               Ended June 30,        Ended June 30,
                                           --------------------   -------------------
(In thousands)                                2001       2000       2001       2000
                                            --------   --------   --------   --------
Income Statement
<S>                                        <C>        <C>        <C>        <C>
Total interest income ..................   $ 83,656   $ 80,146   $169,908   $157,370
Total interest expense .................     50,574     50,457    105,155     97,629
                                            -------    -------    -------    -------
Net interest income ....................     33,082     29,689     64,753     59,741
Provision for loan losses ..............      4,040      4,533      6,801     15,320
Gains on sales of securities, net ......      1,221        202      1,356        252
Other non-interest income ..............     27,799     23,599     52,978     52,298
Non-interest expense ...................     44,825     41,493     88,018     83,394
Income before income taxes, discontinued
  operations, extraordinary item and
  cumulative effect of a change in .....    -------    -------    -------    -------
  accounting principle .................     13,237      7,464     24,268     13,577
Provision for income taxes .............      4,632      2,461      8,838      4,893
Income before discontinued operations,
 extraordinary item and cumulative .....    -------    -------    -------    -------
 effect of a change in accounting
 principle .............................      8,605      5,003     15,430      8,684
Discontinued operations, net of taxes ..        -          259        -          259
Extraordinary item, net of tax .........        -          -          -        3,466
Cumulative effect of a change in
 accounting principle, net of tax ......        -          -        1,138        -
                                            -------    -------    -------    -------
Net income .............................   $  8,605   $  5,262   $ 16,568   $ 12,409
                                            =======    =======    =======    =======
</TABLE>

OVERVIEW

FOR THE THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO THE SAME 2000 PERIOD:


     Income before  discontinued  operations,  extraordinary item and cumulative
effect  of a change  in  accounting  principle  increased  72% from  2000.  This
improvement  resulted  primarily from increased net interest income, a reduction
in our provision for loan losses,  higher gains on the sales of securities and a
substantial   increase  in  income  from  real  estate

                                       20
<PAGE>


operations.  The above  improvements  in income were partially  offset by higher
compensation expense, a decline in income from investment banking operations and
an increase in other operating expenses.

     Net interest income increased by 11.4% from 2000. The improvement  resulted
from  higher  average  earning  assets and an  improvement  in the net  interest
margin.  The  earning  asset  growth  was  primarily  related  to  growth in the
commercial  real estate  loan  portfolio  and,  secondarily,  higher  securities
average balances.  The improvement in the net interest margin reflects the rapid
decline in interest rates during the first six months of 2001.

     The  provision  for loan  losses  decreased  $493,000.  The  decline in the
provision  for loan  losses  primarily  resulted  from a  continuing  decline in
charge-offs  and  required  reserves  associated  with our  small  business  and
indirect loan portfolios  partially offset by additional  reserves  allocated to
our syndication and lease financing portfolios.

     Non-interest  income  increased  by  21.9%  from  the  2000  quarter.   The
improvement  in  non-interest  income  primarily  resulted  from  a  substantial
increase in income from our real estate operations as well as higher transaction
account  fees  and  gains  on the  sales  of  assets.  The  above  increases  in
non-interest  income were partially offset by lower revenues from our investment
banking operations.

     Non-interest  expense  increased by 8.0% from 2000. The increase  primarily
resulted from higher compensation, occupancy and operating expenses.

FOR THE SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO THE SAME 2000 PERIOD:

     Income before  discontinued  operations,  extraordinary item and cumulative
effect of a change in  accounting  principle  increased  77.7%  from  2000.  The
improvement primarily resulted from the items discussed above.

     We also  recognized a $1.1 million gain,  net of tax during the 2001 period
from the cumulative  effect of a change in accounting  principle  related to the
implementation  of Financial  Accounting  Standard  Number 133,  "Accounting for
Derivative  Instruments  and  Hedging  Activities".  During  the 2000  period we
recognized a $3.5 million  extraordinary  gain,  net of tax,  resulting from the
repurchase of our 5-5/8% Debentures at a discount and we recognized  $259,000 of
income  from  discontinued  operations,  net of tax.  Income  from  discontinued
operations  resulted from the sale of a building used in the mortgage  servicing
operations.

  NET INTEREST INCOME
<TABLE>
<CAPTION>
                                                 For the Three Months          For the Six Months
                                                    Ended June 30,                Ended June 30,
                                              --------------------------   ---------------------------
(In thousands)                                  2001     2000     Change     2001       2000    Change
                                              -------   -------   ------   --------   -------   ------
<S>                                          <C>       <C>       <C>       <C>       <C>       <C>

Interest and fees on loans and leases ....   $ 61,580  $ 61,211  $   369   $125,431  $120,335  $ 5,096
Interest on securities available for sale      13,284    12,934      350     26,649    26,574       75
Interest and dividends on other
  investments and trading securities .....      8,792     6,001    2,791     17,828    10,461    7,367
Interest on deposits .....................    (23,089)  (22,267)    (822)   (47,533)  (42,105)  (5,428)
Interest on advances from FHLB ...........    (14,660)  (15,692)   1,032    (29,361)  (31,540)   2,179
Interest on securities sold under
  agreements to repurchase ...............     (7,142)   (7,407)     265    (16,774)  (13,989)  (2,785)
Interest on subordinated debentures,
  notes and bonds payable and guaranteed
  preferred interests in the Company's
  junior Subordinated Debentures .........     (7,130)   (6,932)    (198)   (14,505)  (13,521)    (984)
Capitalized interest on real estate
  developments and joint ventures ........      1,447     1,841     (394)     3,018     3,526     (508)
                                              -------   -------   ------    -------   -------   ------
Net interest income ......................   $ 33,082  $ 29,689  $ 3,393   $ 64,753  $ 59,741  $ 5,012
                                              =======   =======   ======    =======   =======   ======
Net interest margin ......................       3.03%     2.95%     .08%      2.97%     3.01%    (.04)%
                                             ========   =======   ======    =======   =======   ======
</TABLE>





                                       21
<PAGE>



FOR THE THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO THE SAME 2000 PERIOD:

     Net interest  income  increased by 11.4% from 2000. The increase was due to
higher  average  loan,  securities  available  for sale and  securities  held to
maturity  balances as well as a slight  improvement in our net interest  margin.
The growth in our loan portfolio was primarily  attributable  to commercial real
estate fundings and the  origination of home equity loans.  This growth resulted
from our strategy to emphasize commercial real estate loans and to grow our core
commercial  and retail  banking  business.  This growth was partially  offset by
declines in our small business, indirect consumer, syndication and international
loan  portfolios.  The  decline in the above  portfolio  balances  reflects  our
strategic  decision to exit  non-mortgage  syndication,  indirect  consumer  and
correspondent financial institution lending as well as reduce our small business
loan production.  The growth in our securities portfolio primarily resulted from
our purchases of adjustable rate mortgage-backed securities. The securities were
purchased to reposition our portfolio in reaction to the significant  decline in
interest rates during the first six months of 2001.

     The net interest margin improved by 8 basis points from 2000. The increased
margin primarily resulted from rates on interest bearing  liabilities  declining
faster than yields on interest earning assets. Rate declines on interest-bearing
liabilities were due to lower rates paid on deposit products,  FHLB advances and
short-term  borrowings  due to the rapid decline in interest  rates during 2001.
These rate declines were partially offset by additional  subordinated investment
note  borrowings  at higher rates than  traditional  borrowings.  Proceeds  from
subordinated  investment  notes were used to fund the retirement of all publicly
held  Class B Common  Stock and to retire a portion  of our  5-5/8%  convertible
debentures.  Lower yields on interest earning assets reflected the re-pricing of
our floating rate loans and  securities  downward due to the declining  interest
rate environment during 2001.

FOR THE SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO THE SAME 2000 PERIOD:

     Net interest  income  increased by 8.4% from 2000.  Total  interest  income
increased by $12.5 million and total interest expense increased by $7.5 million.
The increase in net interest income primarily  resulted from the items discussed
above for the three  months  ended June 30, 2001  except  that the net  interest
margin during the 2001 period declined 4 basis points from the 2000 period.  The
decline  in the net  interest  margin  resulted  from  higher  rates on  deposit
products and additional  subordinated  investment  note  borrowings.  The higher
deposit  rates  were   primarily   from  money  market   accounts  and  callable
certificates of deposits.  During the second quarter of 2001, the rates on money
market accounts were significantly  lowered and we exercised our right to redeem
all callable certificate accounts.









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                                       22
<PAGE>

PROVISION FOR LOAN LOSSES

                                         For the                For the
                                       Three Months            Six Months
                                      Ended June 30,         Ended June 30,
                                   -------------------   ---------------------
(in thousands)                       2001       2000         2001       2000
                                   -------    --------     -------    --------
Balance, beginning of period ..   $ 47,128   $  47,650    $ 47,000   $  44,450
Charge-offs:
  Syndication loans ...........          0           0           0           0
  Commercial business loans ...          0           0           0         (24)
  Commercial real estate loans           0           0           0           0
  Small business - real estate           0         (67)        (12)        (85)
  Small business - nonmortgage        (840)     (2,964)     (2,184)     (6,095)
  Lease financing .............     (3,397)       (402)     (5,382)       (922)
  Consumer loan - indirect ....       (669)     (1,025)     (1,692)     (4,394)
  Consumer loans - direct .....       (314)       (283)       (691)     (1,777)
  Residential real estate loans          0        (241)       (152)       (341)
                                   -------    --------     -------    --------
                                    (5,220)     (4,982)    (10,113)    (13,638)
                                   -------    --------     -------    --------
Recoveries:
  Small business - real estate           0           0           0          42
  Small business - nonmortgage         637         174       1,478         287
  Lease financing .............        705         108         989         162
  Commercial business loans ...         18          28         229           0
  Commercial real estate loans           7           0           7           2
  Residential real estate loans         91          96         156          97
  Consumer loans - indirect ...        480         847       1,248       1,545
  Consumer loans - direct .....        132         196         223         383
                                   -------    --------     -------    --------
                                     2,070       1,449       4,330       2,518
                                   -------    --------     -------    --------
Net charge-offs ...............     (3,150)     (3,533)     (5,783)    (11,120)
Provision for loan losses .....      4,040       4,533       6,801      15,320
                                   -------    --------     -------    --------
Balance, end of period ........   $ 48,018   $  48,650    $ 48,018   $  48,650
                                   =======    ========     =======    ========

     The provision for loan losses  declined by $493,000 during the three months
ended  June 30,  2001  compared  to the same 2000  period.  The  decline  in the
provision  for loan  losses  primarily  resulted  from a  continuing  decline in
charge-offs  and  required  reserves  associated  with our  small  business  and
indirect loan portfolios.  These portfolios were responsible for the majority of
our provisions for loan losses in prior periods.  The above  improvements in the
provision for loan losses were partially offset by additional reserves allocated
to our  syndication  and  lease  financing  portfolios.  We  increased  specific
reserves on one syndication loan due to a decline in the financial  condition of
the  borrower.  The leasing  portfolio  experienced  a  significant  increase in
charge-offs  during  the  current  period  with  a  corresponding   increase  in
delinquencies.  As a  consequence  of these  adverse  trends  we  increased  our
reserves on the leasing  portfolio  and made several  management  and  strategic
decisions.  These  decisions  include  reducing  lease  financing  originations,
modifying our  underwriting  process,  reducing  staff and engaging a consulting
firm to review all  aspects of our  leasing  operations.  We believe  that these
strategic  initiatives  will  improve  the  operating  results  of  our  leasing
subsidiary.


     The  decreased  provision  for loan losses during the 2001 six month period
reflected  improvements  from the  significant  losses  experienced in our small
business and indirect  consumer  lending  portfolios  during the comparable 2000
period.  During 2000, we significantly reduced the origination of small business
loans and modified the underwriting  process. We discontinued the origination of
indirect  consumer loans in December 1998 and non-mortgage  syndication loans in
June 2000. The improved loan loss  experiences in the portfolios  were partially
offset  by the  additional  reserves  required  for our  syndication  and  lease
financing portfolios discussed above.


                                       23
<PAGE>


     At the indicated dates,  our  non-performing  assets and potential  problem
loans were (in thousands):

                                                     June 30,    December 31,
                                                       2001        2000
                                                     --------    -----------
NONPERFORMING ASSETS
Non-accrual:
Tax certificates ..................................  $ 2,506      $  2,491
Loans and leases ..................................   18,282        18,106
                                                      ------        ------
  Total non-accrual ...............................   20,788        20,597
                                                      ------        ------
Repossessed assets:
Real estate owned, net of allowance ...............    4,321         4,499
Vehicles and equipment ............................      325         1,742
                                                      ------        ------
  Total repossessed assets ........................    4,646         6,241
                                                      ------        ------
Total non-performing assets .......................  $25,434       $26,838
                                                      ======        ======

POTENTIAL PROBLEM LOANS
Contractually past due 90 days or more ............  $    46       $ 7,086
Performing impaired loans net of specific allowance   25,737        15,001
Restructured loans ................................      629             0
Delinquent residential loans purchased ............    4,291         5,389
                                                      ------        ------
Total potential problem loans .....................  $30,703       $27,476
                                                      ======        ======


     Non-performing  assets were  slightly  lower at June 30,  2001  compared to
December  31, 2000.  Nonaccrual  assets  remained at December  2000 levels while
repossessed assets improved.  We experienced declines in nonaccrual  commercial,
small business and consumer loans  partially  offset by increases in non-accrual
leases and  syndication  loans.  One $7.5 million  syndication  loan,  which was
included  in  performing  impaired  loans at  December  31,  2000,  was moved to
non-accrual loans at June 30, 2001 due to the deteriorating  financial condition
of the borrower.  The $2.6 million specific reserve on this loan at December 31,
2000 was increased to $4.8 million at June 30, 2001.

     The  improvement  in  repossessed  assets  resulted from fewer  repossessed
equipment  and  vehicles  obtained  from lease  financing  activities.  We began
repossessing  and selling leased  equipment  earlier in the  collection  process
during 2001.

     The increase in potential problem loan balances primarily resulted from the
impairment of syndication  and commercial  non-mortgage  loans with an aggregate
loan  balance of $19.4  million and the  restructuring  of various  non-mortgage
small business  loans.  The decline in loans  contractually  past due 90 days or
more from the  December  31, 2000  balance  reflects one loan that was repaid in
February 2001. The decline in delinquent  residential loans purchased  reflected
either a negotiated payoff or foreclosure and sale of the collateral.






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                                       24
<PAGE>


NON-INTEREST INCOME
<TABLE>
<CAPTION>
                                                      For the Three Months        For the Six Months
                                                         Ended June 30,             Ended June 30,
                                                   ------------------------   ------------------------
                                                    2001     2000    Change    2001     2000    Change
(in thousands)                                     ------   ------   ------   ------   ------   ------
<S>                                               <C>      <C>      <C>      <C>      <C>      <C>
BANKING OPERATIONS
Loan late fees and other loan income ...........  $ 1,157  $ 1,069  $    88  $ 2,066  $ 2,107  $   (41)
Gains on sales of loans held for sale, net of
 write-down ....................................        9     (367)     376       22     (289)      311
Gains on trading securities and available for
  sale, net ....................................    1,221      202    1,019    1,356      252     1,104
Transaction fees ...............................    3,890    3,221      669    7,770    6,472     1,298
ATM fees .......................................    2,654    2,718      (64)   5,306    5,233        73
Other ..........................................    1,119    1,019      100    2,415    1,966       449
                                                   ------   ------   ------   ------   ------   -------
   Non-interest income from banking operations     10,050    7,862    2,188   18,935   15,741     3,194
                                                   ------   ------   ------   ------   ------   -------
LEVITT OPERATIONS
Net revenues from sales of real estate .........    7,949    2,646    5,303   14,519    5,757     8,762
Other ..........................................      681      575      106    1,407    4,879    (3,472)
                                                   ------   ------   ------   ------   ------   -------
   Non-interest income from Levitt operations .     8,630     3,221   5,409   15,926   10,636     5,290
                                                   ------   ------   ------   ------   ------   -------
RYAN BECK OPERATIONS
Principal transactions .........................    3,935    4,043     (108)   8,405    9,001      (596)
Investment banking .............................    3,078    3,032       46    4,038    5,039    (1,001)
Commissions ....................................    3,189    5,429   (2,240)   6,612   11,664    (5,052)
Other ..........................................      138      214      (76)     418      469       (51)
                                                   ------   ------   -------  ------   ------   -------
   Non-interest income from Ryan Beck operations   10,340   12,718   (2,378)  19,473   26,173    (6,700)
                                                   ------   ------   ------   ------   ------   -------
Total non-interest income ......................  $29,020  $23,801  $ 5,219  $54,334  $52,550  $  1,784
                                                   ======   ======   ======   ======   ======   =======
</TABLE>


NON-INTEREST INCOME - BANKING OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO THE SAME 2000 PERIOD:

     Loan late fees and other loan  income  increased  slightly  from 2000.  The
increase  primarily  resulted  from  higher late fees  collected  on our leasing
portfolio and an increase in trade finance loan fees.

     During the three  months  ended June 30, 2001 we sold $6.8 million of loans
held for sale for a $9,000 gain. The loans sold were qualifying  loans under the
Community Reinvestment Act ("CRA").  During the three months ended June 30, 2000
we sold  loans  held for  sale  for a gain of  $247,000,  recognized  a  $86,000
decrease  in the  valuation  allowance  on  residential  loans held for sale and
recorded a $700,000 unrealized loss on a syndication loan.

     Gains on trading and  available for sale  securities,  net during the three
months ended June 30, 2001 consisted of the sale of equity securities for a gain
of $1.2  million,  the sale of  fixed  rate  mortgage  backed  securities  for a
$497,000 gain, a $21,000 gain on a derivative  instrument  and  write-downs of a
limited  partnership  investment and an equity security of $54,000 and $418,000,
respectively.  The partnership and the equity security  write-downs  were due to
other-than-temporary declines in value of the equity investments.

     During the three months ended June 30, 2000 we securitized $33.6 million of
loans held for sale and sold the resulting mortgage-backed securities for a gain
of  $312,000.  In  addition,  we sold  treasury  notes for an  $18,000  gain and
corporate bonds for a $112,000 loss.

     During the 2001 period  transaction  fee income  increased  by 21% from the
comparable 2000 period. The improvement in fee income primarily resulted from an
increase in fees earned on transaction account overdrafts.


                                       25
<PAGE>

     During the 2001 period,  ATM fee income declined by 2% compared to the same
2000 period.  The decline  resulted  primarily  from the  termination of our ATM
relationship with K-Mart. The decline was substantially offset by a renegotiated
profit  sharing  agreement  at certain ATM  locations  and from  Wal*Mart  ATM's
associated with the restructuring of our ATM network.  Wal*Mart agreed to forego
all profit  sharing in exchange  for our  leaving the ATM's in its stores  until
August 31, 2001.

     Other income  remained at 2000 levels.  Included in other income during the
three months ended June 30, 2001 was a $12,000 gain  associated with the sale of
a Wal*Mart in-store branch to an unrelated financial institution.

FOR THE SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO THE SAME 2000 PERIOD:

     Loan late fees and other loan  income  declined  slightly  from  2000.  The
decline  primarily  resulted from lower prepayment  penalties on commercial real
estate loans and lower late fees earned on consumer and residential  loans.  The
above declines were partially  offset by the items discussed above for the three
months ended June 30, 2001.

     During the six  months  ended  June 30,  2001 we sold $13.0  million of CRA
loans held for sale for a $22,000  gain.  During  the six months  ended June 30,
2000 we sold $23.4 million of loans held for sale and recorded a $532,000  gain,
recognized a $121,000  increase in the valuation  allowance on residential loans
held for sale and recorded the unrealized  loss on a syndication  loan discussed
above.

     Gains on trading  and  available  for sale  securities,  net during the six
months  ended June 30, 2001  consisted of items  discussed  above as well as the
sale of a $1.0 million  mutual fund  investment  for a $322,000 gain, a $221,000
write-down  associated  with a  limited  partnership  investment  and a  $34,000
unrealized gain on derivative instruments.

     Gains on trading  and  available  for sale  securities,  net during the six
months  ended June 30, 2000  consisted  of gains on the sale of  mortgage-backed
securities of $1.0  million,  a $781,000  write-down  of an equity  security and
$22,000 gains from government securities trading.

     The  increases  in ATM  fees and  transaction  fees  were due to the  items
discussed above during the three months ended June 30, 2001.

     Other income increased by 23% from 2000.  Included in other revenues during
the 2001 period was the sale of a branch  facility for a $386,000  gain.  During
the 2000 period other income  included a $182,000 gain from the sale of a parcel
of land.

NON-INTEREST INCOME - LEVITT OPERATIONS

     Net revenues from sales of real estate represented the net profits on sales
of real estate by Levitt and Sons and Core  Communities as well as our equity in
earnings from real estate joint venture activities. During the second quarter of
2001, Levitt and Sons sold real estate inventory for a net gain of $6.1 million,
Core  Communities  sold  developed  land for a net gain of $1.3  million  and we
realized $500,000 of earnings from joint venture  activities.  During the second
quarter of 2000,  Levitt and Sons sold real estate  inventory  for a net gain of
$2.1 million,  Core  Communities  sold developed land for a net gain of $701,000
and we incurred a $128,000 loss from joint venture activities.

     During the six months ended June 30, 2001, Levitt and Sons sold real estate
inventory for a net gain of $10.5 million,  Core Communities sold developed land
for a net gain of $2.8  million and we realized  $1.2  million of earnings  from
joint venture activities.  During the six months ended June 30, 2000, Levitt and
Sons sold real estate inventory for a net gain of $4.3 million, Core Communities
sold  developed  land for a net gain of $1.9  million and we incurred a $412,000
loss from joint venture activities.

     During  the first six months of 2001 other  income  declined  significantly
from the comparable 2000 period. Included in other income during the 2000 period
was a $3.9 million gain associated with a sale of a utility expansion receivable
to a public municipality.


                                       26


<PAGE>


NON-INTEREST INCOME - RYAN BECK OPERATIONS

     During the second quarter of 2001 compared to the same 2000 period revenues
declined  by 19%.  The  decline  was  primarily  the  result of  reduced  agency
commissions.  The reduced  commissions  were due to lower  investor  transaction
volume due to a decline in overall financial market transactions.

     During the six months ended June 30, 2001  compared to the same 2000 period
revenues  declined by 26%.  Revenues in the three major categories of fee income
declined  during the first six months of 2001  compared to the same 2000 period.
Principal  transactions,  investment banking and commission revenues declined by
7%,  20%  and  43%,  respectively,  from  the  corresponding  2000  period.  The
substantial  reduction in revenues was attributed to the overall  erosion of the
stock market from its highs set during the first quarter of 2000.  The principal
transaction revenue decline reflected a 24% reduction in equity trading revenues
partially  offset by an  increase in fixed  income  transaction  revenues.  This
increase was related to revenues from a newly  developed  certificate of deposit
and government agency department.

NON-INTEREST EXPENSES
<TABLE>
<CAPTION>
                                                       For the Three Months             For the Six Months
                                                          Ended June 30,                  Ended June 30,
                                                  -----------------------------   ----------------------------
                                                     2001      2000     Change      2001      2000     Change
(In thousands)                                    --------   -------   --------   -------   -------    -------
<S>     <C>    <C>    <C>    <C>    <C>    <C>
BANKING OPERATIONS
Employee compensation and benefits .............  $ 12,562  $ 11,120  $   1,442  $ 25,749  $ 22,005   $  3,744
Occupancy and equipment ........................     6,172     5,638        534    12,191    11,239        952
Advertising and promotion ......................       970     1,452       (482)    1,557     2,033       (476)
Amortization of cost over fair value of net
 assets acquired ...............................       711       709          2     1,419     1,417          2
Other ..........................................     6,228     5,334        894    11,483    10,536        947
                                                   -------   -------    -------   -------   -------    -------
  Non-interest expense from banking operations .    26,643    24,253      2,390    52,399    47,230      5,169
                                                   -------   -------    -------   -------   -------    -------
LEVITT OPERATIONS
Employee compensation and benefits .............     2,133     1,316        817     4,269     2,641      1,628
Advertising and promotion ......................       779       835        (56)    1,579     1,448        131
Other ..........................................     2,951     2,097        854     5,325     4,575        750
                                                   -------   -------    -------   -------   -------    -------
  Non-interest expense from Levitt operations ..     5,863     4,248      1,615    11,173     8,664      2,509
                                                   -------   -------    -------   -------   -------    -------
RYAN BECK OPERATIONS
Employee compensation and benefits .............     8,457     8,732       (275)   16,733    18,576     (1,843)
Occupancy and equipment ........................       781       809        (28)    1,645     1,708        (63)
Advertising and promotion ......................       658       383        275       783       655        128
Amortization of cost over fair value of net
 assets acquired ...............................       338       315         23       655       623         32
Other ..........................................     2,085     2,753       (668)    4,630     5,938     (1,308)
                                                   -------   -------    -------   -------   -------    -------
  Non-interest expense from Ryan Beck operations    12,319    12,992       (673)   24,446    27,500     (3,054)
                                                   -------   -------    -------   -------   -------    -------
Total non-interest expenses ....................  $ 44,825  $ 41,493   $   3,332 $ 88,018  $ 83,394   $  4,624
                                                   =======   =======    =======   =======   =======    =======
</TABLE>

NON-INTEREST EXPENSES - BANKING OPERATIONS

     The increase in compensation expenses during the three and six months ended
June 30,  2001  compared  to the  same  2000  periods  primarily  resulted  from
increases in  compensation  of existing  employees and related health  insurance
benefits.  We also strengthened our senior management team and hired information
system personnel to upgrade our technology  infrastructure  and to implement our
internet banking strategy.

     The increase in occupancy and equipment  expenses  during the three and six
months ended June 30, 2001 compared to the same 2000 period was primarily due to
additional data processing fees and higher depreciation expense. The increase in
data processing  fees was associated  with  additional  charges from our service
bureau due to loan and deposit  growth.  The  increase in  depreciation  expense
related to upgrades in our technology infrastructure.

                                       27

<PAGE>


     The decline in advertising  and promotion  expense during the three and six
months  ended  June 30,  2001  compared  to the same  2000  periods  related  to
promotions  associated  with  BankAtlantic's  new deposit and loan products that
were  introduced  during 2000 along with  BankAtlantic's  promotion  of internet
banking.

     The increase in other  expenses  during the three and six months ended June
30, 2001 compared to the same 2000 periods  resulted from  substantially  higher
legal expenses as well as additional  telecommunication expenses associated with
internet and technology  upgrades.  Also included in other  expenses  during the
three  and six  months  ended  June  30,  2001 was  income  of  $219,000  from a
restructuring   charge   adjustment.   During  the  2001  second  quarter,   the
restructuring  charge liability  established  during the 2000 fourth quarter was
adjusted  downward to reflect  lower ATM lease  termination  costs than had been
projected when the restructuring charge was first determined.

NON-INTEREST EXPENSES  - LEVITT OPERATIONS

     The increase in  compensation  and  benefits  primarily  resulted  from the
expansion  of Levitt  and Sons  activities.  The  number  of Levitt  Corporation
employees  increased from 116 at January 1, 2000 to 196 at June 30, 2001. Levitt
and Sons began several new  development  projects  during 2000 and the first six
months of 2001. This expansion also resulted in an increase in selling,  general
and administrative expenses.

NON-INTEREST EXPENSES  - RYAN BECK OPERATIONS

     The decline in employee  compensation  and benefits during the three months
ended June 30, 2001  compared to the same 2000 period was primarily due to lower
commission   expenses  associated  with  a  significant  decline  in  Ryan  Beck
commission  revenues  discussed above.  The significant  decline in compensation
expense  during the six months  ended June 30,  2001  compared  to the same 2000
period resulted from  substantial  declines in Ryan Beck's revenues in all major
revenue producing categories discussed above.

     The decline in other  expenses  during the three and six months  ended June
30, 2001 compared to the same 2000 period  related to lower floor  brokerage and
clearing fees  attributed to a significant  reduction in commission  revenues as
well as the effects of lower  clearing  costs in the second quarter of 2001. The
above  expense  reductions  were  partially  offset by $262,000 of  compensation
severance charges associated with staff reductions in market related units.

     During  the  second   quarter  of  2001,  in  response  to  adverse  market
conditions,  the management of Ryan Beck  initiated  measures to reduce staff in
operational  departments  most  affected by the market  downturn.  Additionally,
management is currently reviewing  underperforming lines of business with a view
towards improving Ryan Beck's performance in subsequent periods.

SEGMENT REPORTING

     The table below provides segment information for income before discontinued
operations,  extraordinary  item  and  the  cumulative  effect  of a  change  in
accounting principle for the three and six months ended June 30, 2001 and 2000:

                        For the Three Months     For the Six Months
(in thousands)              Ended June 30,         Ended June 30,
                        --------------------    --------------------
Segment net income       2001        2000        2001        2000
                        --------    --------    --------    --------
Capital markets ....    $  6,235    $  4,780    $ 11,713    $  9,711
Commercial banking .       3,943       4,453       8,914      10,366
Community banking ..       1,162        (401)      2,060      (5,523)
Levitt Corporation .       1,657          84       2,785       2,210
Ryan Beck ..........        (588)        505      (1,773)        461
Parent Company .....      (3,804)     (4,418)     (8,269)     (8,541)
                        --------    --------    --------    --------
  Segment net income    $  8,605    $  5,003    $ 15,430    $  8,684
                        ========    ========    ========    ========


                                       28
<PAGE>

         CAPITAL MARKETS

     The  increase in segment net income for the three and six months ended June
30, 2001 compared to the same 2000 period reflected  additional  interest income
resulting from growth in average earning assets. The increase in average earning
assets resulted from the purchase of adjustable rate mortgage-backed  securities
and tax  certificate  acquisitions.  The higher  interest  expense and  overhead
during the three and six months  period  resulted  from an increase in allocated
overhead due to higher average segment assets  partially  offset by a decline in
the overhead  allocation rate due to lower cost of funds during 2001 compared to
the same 2000 period.

         COMMERCIAL BANKING

     The decline in segment  net income for the three and six months  ended June
30, 2001 compared to the same 2000 period  resulted from a substantial  increase
in the  provision  for  loan  losses  associated  with  the  lease  finance  and
syndication  portfolios.  This  reduction  in segment  net income was  partially
offset by additional  interest income from higher commercial real estate average
balances and the decline in the overhead  allocation  rate discussed  above.  In
addition,  non-interest income increased during 2001 compared to the 2000 period
attributable to a $700,000 unrealized loss recorded in June 2000 associated with
a syndication loan.

         COMMUNITY BANKING

     The  increase in segment net income for the three and six months ended June
30,  2001  compared  to  the  same  2000  period   primarily   resulted  from  a
significantly  lower  provision  for  loan  losses.  This  improvement  reflects
declining  small  business  and  consumer  indirect  loan  average  balances and
management's  belief that  substantial  progress has been made in improving  the
credit  quality of the loan  portfolio in this segment with the  origination  of
home  equity  loans  and  a  significant   reduction  in  the   originations  of
non-mortgage small business loans.

         LEVITT CORPORATION

     The  increase in segment net income for the three and six months ended June
30, 2001 compared to the same 2000 period primarily resulted from an increase in
Levitt and Sons net gains from residential real estate sales.  During the second
quarter of 2001 Levitt and Sons closed on 194 homes  compared to 73 homes during
the same 2000 period.  During the six months ended June 30, 2001 Levitt and Sons
closed on 361 homes  compared to 188 homes during the same 2000  period.  Income
during the 2000 six month period included $3.9 million of income associated with
a sale of a utility expansion receivable to a public municipality as part of the
master  plan  for  that  community.  In  addition,  income  from  joint  venture
operations  was $500,000 and $1.2 million  during the three and six months ended
June 30,  2001,  respectively,  compared to net losses of $128,000  and $412,000
during the same 2000 periods.

         RYAN BECK

     Segment net income declined from $505,000 during the 2000 second quarter to
a segment net loss of $588,000 during the same 2001 period.  The reduced segment
net  income   contribution   resulted  from  a  decline  in  commission   income
attributable  to lower investor  transaction  volume due to a decline in overall
financial market transactions.

     Segment net income  declined from  $461,000  during the first six months of
2000 to a segment  net loss of $1.8  million  during the same 2001  period.  The
decline  resulted from the impact of adverse  market  conditions on each of Ryan
Beck's three major  revenue  sources:  investment  banking,  trading  (principal
transactions)  and  commissions.  Investment  banking,  trading  and  commission
revenue  declined  by 20%,  7% and 43%,  respectively,  from the 2000 six  month
period.

         PARENT COMPANY

     The parent company net loss declined  during the three and six months ended
June 30, 2001 compared to the same 2000 period.  The decline primarily  resulted
from  gains on the sales of equity  securities  and lower  interest  expense  on
floating rate debt. The decline in interest expense for the quarter reflects the
recognition of deferred  income  associated with  inter-company  loans to Levitt
Corporation.  The deferred income was recognized when the real estate associated
with the inter-company  loans was sold. These reductions in the net segment loss
were  partially  offset  by  lower  interest  income  from the  repayment  of an
inter-company  $10 million note receivable  along with higher  interest  expense
associated with the issuance of investment notes during 2000.


                                       29
<PAGE>

FINANCIAL CONDITION

     Our total  assets  at June 30,  2001 were  $4.8  billion  compared  to $4.6
billion at December 31, 2000.  The increase in total assets  primarily  resulted
from increased:

     1)   loans  receivable,  net primarily from the origination and purchase of
          commercial real estate loans,
     2)   securities   available  for  sale   resulting  from  the  purchase  of
          adjustable rate mortgage backed securities,
     3)   real estate held for development and sale and joint venture activities
          due to an increase in Levitt and Sons real estate inventory,
     4)   other assets resulting from a substantial  increase in the amounts due
          from Ryan Beck's clearing agent, and
     5)   cash and due from  depository  institutions  due to higher  in-transit
          cash letter balances.

     The above increases in total assets were partially offset by decreased:

     1)   investment securities and tax certificates  resulting from redemptions
          and maturities,
     2)   trading securities related to Ryan Beck's operations,
     3)   accrued   interest   associated   with  the   settlement  of  interest
          receivables on derivative securities, and
     4)   deferred tax asset,  net primarily due to  appreciation  of securities
          available for sale.

     The Company's total liabilities at June 30, 2001 were $4.5 billion compared
to $4.4 billion at December 31, 2000.

     The increase in total liabilities primarily resulted from increased:

     1)   deposit balances reflecting an increase in time deposits, money market
          accounts and savings accounts,
     2)   FHLB  advances  due to  additional  three to five year  variable  rate
          advance borrowings,
     3)   other  liabilities  associated  with  Levitt  and  Sons'  construction
          accounts payable, and
     4)   Federal  Funds  purchased  used  to pay  down  securities  sold  under
          agreements to repurchase.

MARKET RISK

     Market risk is defined as the risk of loss arising from adverse  changes in
market  valuations,  which  arise  from  interest  rate risk,  foreign  currency
exchange rate risk,  commodity  price risk,  and equity price risk.  Our primary
market risk is interest rate risk and our secondary  market risk is equity price
risk.

INTEREST RATE RISK

     The  majority  of our  assets  and  liabilities  are  monetary  in  nature,
subjecting  us to  significant  interest  rate  risk  which  would  arise if the
relative  values of each of our assets and  liabilities  changed in  conjunction
with a general  rise or decline in  interest  rates.  We have  developed a model
using  standard  industry  software  to  quantify  our  interest  rate  risk.  A
sensitivity  analysis was performed  measuring our potential gains and losses in
the net portfolio fair values of interest rate sensitive instruments at June 30,
2001 resulting  from a change in interest  rates.  The model  calculates the net
potential gains and losses in net portfolio fair value by:

         (i)   discounting   anticipated   cash  flows  from  existing   assets,
               liabilities  and  off-balance  sheet contracts at market rates to
               determine  fair values at June 30,  2001,
         (ii)  discounting the above expected cash flows based on  instantaneous
               and parallel  shifts in the yield curve to determine fair values,
               and
         (iii) the difference  between the fair value calculated in (i) and (ii)
               is the potential gain or loss in net portfolio fair values.

     Management has made estimates of fair value discount rates that it believes
to be reasonable.  However,  because there is no quoted market for many of these
financial  instruments,  management  has no basis to determine  whether the fair
value presented  would be indicative of the value  negotiated in an actual sale.
BankAtlantic's fair value estimates do not consider the tax effect that would be
associated with the disposition of the assets or liabilities at their fair value
estimates.

                                       30
<PAGE>

     Presented below is an analysis of the Company's  interest rate risk at June
30, 2001 as calculated utilizing the Company's model. The table measures changes
in net portfolio value for  instantaneous and parallel shifts in the yield curve
in 100 basis point increments up or down.

                                      Net
                                   Portfolio
                  Changes            Value            Dollar
                   in Rate          Amount            Change
                -----------      ------------     -------------
                            (dollars in thousands)
                  +200 bp        $    286,531     $    (63,802)
                  +100 bp        $    330,816     $    (19,517)
                     0           $    350,333     $           0
                  (100)bp        $    363,447     $      13,114
                  (200)bp        $    345,004     $     (5.329)

     In preparing  the above table,  the Company makes  various  assumptions  to
determine the net portfolio value at the assumed changes in interest rate. These
assumptions include:

      [X]  loan prepayment rates,
      [X]  deposit decay rates,
      [X]  market values of certain assets under the representative
           interest rate  scenarios,  and
      [X]  repricing of certain deposits and borrowings

     It was also assumed that delinquency  rates would not change as a result of
changes in interest  rates although there can be no assurance that this would be
the case. Even if interest rates change in the designated increments,  there can
be no assurance that our assets and  liabilities  would be impacted as indicated
in the  table  above.  In  addition,  a  change  in U.S.  Treasury  rates in the
designated  amounts,  accompanied  by a change in the  shape of the yield  curve
could cause  significantly  different  changes to the fair values than indicated
above.  Furthermore,  the result of the  calculations in the preceding table are
subject to significant  deviations  based upon actual future  events,  including
anticipatory or reactive measures which we may take in the future.


EQUITY PRICE RISK

     The  Company  maintains  a  portfolio  of trading  and  available  for sale
securities,  which subjects the Company to equity  pricing risks.  The change in
fair values of equity securities represents  instantaneous changes in all equity
prices segregated by trading  securities,  securities sold not yet purchased and
available for sale  securities.  The following are  hypothetical  changes in the
fair value of our securities sold, not yet purchased,  trading and available for
sale  securities  at June 30,  2001 based on  percentage  changes in fair value.
Actual  future price  appreciation  or  depreciation  may be different  from the
changes identified in the table below.

                                   Available     Securities
      Percent         Trading       for Sale      Sold Not
     Change in       Securities    Securities       Yet          Dollar
     Fair Value      Fair Value    Fair Value    Purchased       Change
   ------------     -----------   -----------   ----------     -----------
                        (dollars in thousands)
        20 %        $   37,336    $   39,550    $   48,300     $    20,865
        10 %        $   34,224    $   36,254    $   44,275     $    10,432
         0 %        $   31,113    $   32,958    $   40,250     $         0
       (10)%        $   28,002    $   29,662    $   36,225     $  (10,432)
       (20)%        $   24,890    $   26,366    $   32,200     $  (20,865)



                                       31
<PAGE>

     Excluded  from the above  table are $21 million of  investments  in private
companies  for which no  current  market  exists.  The  ability to realize on or
liquidate our investments will depend on future market conditions and is subject
to significant risk.

     Ryan Beck is a market maker in equity securities,  which could result, from
time to time, in Ryan Beck holding securities during declining markets.

LIQUIDITY AND CAPITAL RESOURCES

     During July 2001, we sold 5.1 million shares of our Class A Common Stock in
an underwritten  public offering at a price of $8.50 per share. The net proceeds
after underwriting  discounts and expenses were $40.3 million.  The net proceeds
of the offering will be used to reduce debt at the holding company level and for
general corporate purposes.

     On July 13,  2001,  we  exercised  our  right to  redeem  our  subordinated
investment  notes. We had outstanding  $34.8 million of subordinated  investment
notes with an 11% weighted  average  interest  rate at June 30, 2001.  The notes
will be redeemed on August 15, 2001.

     In August 2001,  the Board of Directors  passed a resolution  to redeem our
6.75% Convertible Subordinated Debentures. These Debentures currently trade at a
premium to the call price, and are convertible at $5.70 per share. The amount of
Debentures  redeemed  and the timing of the  redemptions  are  subject to market
conditions.

     In August  2001,  the Office of Thrift  Supervision  ("OTS")  approved  our
request to transfer direct ownership of Levitt  Corporation from BankAtlantic to
BankAtlantic Bancorp. As a consequence of the transfer,  loans from BankAtlantic
to Levitt-related  entities will be subject to regulatory  restrictions on loans
to affiliates.  Loans currently  outstanding to Levitt will be grandfathered and
therefore  would not be subject to the  restrictions.  The  transfer  is pending
Board  approval  and is  anticipated  to occur  during the 2001  third  quarter.
Management  believes  that the transfer on Levitt  Corporation  to  BankAtlantic
Bancorp would not have a material effect on the operations of Levitt Corporation
or BankAtlantic Bancorp.

     Our principal  source of liquidity is dividends from  BankAtlantic.  During
2000, the Company  received $23.2 million of dividends  from  BankAtlantic.  The
Company also obtains funds through the issuance of equity  securities,  sales of
securities  available  for sale,  borrowings  from  financial  institutions  and
issuance of debt securities.  These funds are utilized  primarily to service our
debt, to pay dividends to our  shareholders  and to make  investments  in equity
securities.  The Company's  annual debt service at June 30, 2001 associated with
its  subordinated   debentures,   Trust  Preferred  Securities,   and  financial
institution borrowings was $16.7 million. The Company's estimated current annual
dividends to common  shareholders are $4.8 million.  The declaration and payment
of dividends by the Company will depend upon, among other things, the results of
operations,  financial condition and cash requirements of the Company as well as
indenture  restrictions and loan covenants and on the ability of BankAtlantic to
pay  dividends  or  otherwise  advance  funds  to  the  Company.   Payments  and
distributions  by  BankAtlantic  to the Company are subject to OTS  approval and
regulations  and based upon  BankAtlantic's  regulatory  capital  levels and net
income.

     BankAtlantic's primary sources of funds during the first six months of 2001
were from  principal  collected  on  loans,  securities  available  for sale and
investment securities held to maturity,  sales of securities available for sale,
REO,  and real  estate  held for  development,  borrowings  from FHLB  advances,
securities sold under agreements to repurchase, sales of property and equipment,
and deposit  inflows.  These  funds were  primarily  utilized to fund  operating
expenses,  deposit  outflows,  and to fund or purchase  loans,  FHLB stock,  tax
certificates,   trading  securities,   real  estate  inventory,   joint  venture
investments  and securities  available for sale. At June 30, 2001,  BankAtlantic
met all applicable liquidity and regulatory capital requirements.

     BankAtlantic  has entered into  discussions with other banks concerning the
possible sale of selected  branches located in Wal*Mart Super Stores  ("in-store
branches").  At June 30, 2001  BankAtlantic had fifteen  in-store  branches with
aggregate deposit balances of approximately  $126.9 million. One in-store branch
was sold in June 2001. We are actively seeking buyers for the fifteen  remaining
branches.  As of June 30, 2001 we had contracts to sell eleven of those branches
by December 31, 2001 to unrelated financial institutions.

     The Company's  commitments to originate and purchase loans at June 30, 2001
were $174.5 million and $20.4 million  compared to $155.9 million and $0 million
at June 30, 2000,  respectively.  Additionally,  the Company had

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<PAGE>

commitments to purchase $931,000 of mortgage-backed  securities at June 30, 2000
compared to $138 million at June 30, 2001.  At June 30, 2001,  loan  commitments
represented approximately 6.6% of loans receivable, net.

     At the  indicated  date  BankAtlantic's  capital  amounts  and ratios  were
(dollars in thousands):

                                                       Minimum Ratios
                                                  -------------------------
                                    Actual         Adequately      Well
                             ------------------   Capitalized   Capitalized
                              Amount     Ratio       Ratio         Ratio
                             --------   -------   -----------  ------------
AT JUNE 30, 2001:
Total risk-based capital     $342,571    10.96%      8.00%        10.00%
Tier 1 risk-based capital    $304,709     9.75%      4.00%         6.00%
Tangible capital .........   $304,709     6.79%      1.50%         1.50%
Core capital .............   $304,709     6.79%      4.00%         5.00%

AT DECEMBER 31, 2000:
Total risk-based capital     $328,973    11.00%      8.00%        10.00%
Tier 1 risk-based capital    $291,544     9.74%      4.00%         6.00%
Tangible capital .........   $291,544     6.66%      1.50%         1.50%
Core capital .............   $291,544     6.66%      4.00%         5.00%


     Savings  institutions  are also  subject to the  provisions  of the Federal
Deposit Insurance  Corporation  Improvement Act of 1991 ("FDICIA").  Regulations
implementing the prompt  corrective  action provisions of FDICIA define specific
capital  categories based on FDICIA's defined capital ratios,  as discussed more
fully in our Annual Report on Form 10-K for the year ended December 31, 2000.

     Our  wholly  owned  subsidiary,  Ryan Beck,  is subject to the net  capital
provision  of Rule  15c3-1  under  the  Securities  Exchange  Act of 1934  which
requires that Ryan Beck's aggregate  indebtedness  shall not exceed 15 times net
capital as defined under such  provision.  Additionally,  Ryan Beck, as a market
maker,  is  subject  to  supplemental  requirements  of Rule  15c3-1(a)4,  which
provides for the  computation of net capital to be based on the number and price
of issues in which markets are made by Ryan Beck, not to exceed  $1,000,000.  At
June 30,  2001,  Ryan  Beck's  regulatory  net capital  was  approximately  $4.6
million, which exceeded minimum net capital rule requirements by $3.6 million.

     Ryan Beck operates  under the  provisions  of paragraph  (K)(2)(ii) of Rule
15c3-3 of the Securities  and Exchange  Commission as a  fully-disclosed  broker
and,  accordingly,  customer  accounts  are carried on the books of the clearing
broker;  However, Ryan Beck safekeeps and redeems municipal bond coupons for the
benefit of its customers. Accordingly, Ryan Beck is subject to the provisions of
SEC  Rule  15c3-3  relating  to  possession  or  control  and  customer  reserve
requirements and was in compliance with such provisions at June 30, 2001.

















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<PAGE>


PART II - OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Company held its Annual Meeting of Shareholders on May 23, 2001. At the
meeting the following  four  Directors  were elected by the Class B shareholder,
each of  which  received  4,876,124  votes  for,  with no votes  against  and no
abstentions:

             Steven M. Coldren
             Mary E. Ginestra
             Jarett S. Levan
             Dale Renner

     The following Directors' terms of office continued after the meeting:

             John E. Abdo                       Alan B. Levan
             Charlie C. Winningham              Ben A. Plotkin
             Bruno Di Giulian


     Holders  of Class A Common  Stock  and  Class B Common  Stock  adopted  the
Amended  and  Restated  Articles  of  Incorporation,  dated May 24,  2001 by the
following votes:


                                                                      Broker
                                  For       Against    Abstained    Non-votes
                              -------------------------------------------------
Class A Common Shareholders   21,687,568    316,595     60,477      8,272,239
Class B Common Shareholders    4,876,124          0          0              0





EXHIBITS AND REPORTS ON FORM 8K


(a)      EXHIBITS

         Exhibit 3    Restated Articles of Incorporation of BankAtlantic
                      Bancorp, Inc.

         Exhibit 11   Statement re:  Computation of Per Share Earnings


  (b)    REPORTS ON FORM 8K

         A report on Form 8K dated May 23,  2001 was filed with the  Securities
         and Exchange  Commission  announcing  the  amendment to the  Company's
         articles of incorporation.















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<PAGE>



                                   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.




                                    BANKATLANTIC BANCORP, INC.


August 14, 2001                     By:  /s/Alan B. Levan
---------------                          ---------------------------
         Date                            Alan B. Levan
                                         Chief Executive Officer/
                                         Chairman/President



August 14 , 2001                    By:  /s/James A. White
----------------                         --------------------------
        Date                             James A. White
                                         Executive Vice President,
                                         Chief Financial Officer
































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