RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                           BANKATLANTIC BANCORP, INC.

     Pursuant to Section 607.1007 of the Florida  Business  Corporation Act, the

undersigned,  Chairman of the Board of  BANKATLANTIC  BANCORP,  INC.,  a Florida

corporation (the "Corporation"), hereby executes and submits for filing with the

Department of State, State of Florida, these Restated Articles of Incorporation,

to read as follows:


                          ARTICLE I - NAME AND ADDRESS

     The name of this Corporation is BankAtlantic  Bancorp,  Inc. The address of
the principal  office and the mailing  address of this  Corporation is 1750 East
Sunrise Boulevard, Fort Lauderdale, Florida 33304.


                              ARTICLE II - PURPOSE

     This  Corporation is organized for the purpose of  transacting  any and all
lawful business.


                           ARTICLE III - CAPITAL STOCK


     The  aggregate  number of shares of capital  stock  which this  Corporation
shall have authority to issue is One Hundred  Thirty Five Million  (135,000,000)
of which Ten Million  (10,000,000)  shall be preferred stock, par value $.01 per
share,  and of which One Hundred  Twenty  Five  Million  (125,000,000)  shall be
common  stock,   par  value  $.01  per  share,   consisting  of  Eighty  Million
(80,000,000)  shares of a class designated "Class A Common Stock" and Forty Five
Million  (45,000,000)  shares of a class designated  "Class B Common Stock" (the
Class A Common  Stock and the Class B Common  Stock  are  sometimes  hereinafter
referred to  collectively  as the "Common  Stock").  The preferred  stock may be
divided  into and issued in series by the Board of Directors as set forth below.
The Board of  Directors  shall fix the  consideration  to be  received  for each
share. Such consideration  shall consist of any tangible or intangible  property
or benefit to this  Corporation,  including  cash,  promissory  notes,  services
performed  or  securities  of other  corporations  or entities  and shall have a
value, in the judgment of the Board of Directors,  equivalent to or greater than
the full par value of the shares. In the case of a stock dividend,  that part of
the surplus of the  Corporation  which is transferred to stated capital upon the
issuance of shares as a share dividend  shall be deemed to be the  consideration
for their issuance.

     A. CLASS A COMMON  STOCK AND CLASS B COMMON  STOCK.  The  relative  rights,
preferences,  privileges  and  restrictions  of the Class A Common Stock and the
Class B Common Stock are as follows:
















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          1.  VOTING.  Except  as  provided  in  this  Article  III  (or  in any
     supplementary  sections  thereto),  all rights to vote and all voting power
     (including,  without  limitation,  the right to elect  directors)  shall be
     vested  exclusively  in the holders of Class A Common Stock and the holders
     of Class B Common Stock, voting together without regard to class.

         (i)   CLASS  A  COMMON  STOCK.  On  all  matters  presented  for a vote
               ofshareholders, holders of Class A Common Stock shall be entitled
               to one vote  foreach  share  held.  Until  the  total  number  of
               outstanding shares of Class B Common Stock shall first fall below
               2,438,062  shares (a "Trigger  Event"),  the Class A Common Stock
               shall  possess in the  aggregate 53% of the total voting power of
               the Common Stock.

         (ii)  CLASS B COMMON STOCK. (a) On all matters  presented for a vote of
               shareholders,  holders of Class B Common  Stock  shall  until the
               occurrence of a Trigger Event be entitled to such number of votes
               (which  may be or  include a  fraction  of a vote) for each share
               held which, based on the number of shares of Class A Common Stock
               and Class B Common Stock  outstanding on the record date relating
               to the matter to be voted  upon,  will fix the  aggregate  voting
               power of the  Class B Common  Stock  at 47% of the  total  voting
               power of the  Common  Stock.  Until the  occurrence  of a Trigger
               Event,  the  number of votes  per  share of Class B Common  Stock
               shall equal the quotient derived by dividing (1) the number equal
               to (x) the  total  number  of  shares  of  Class A  Common  Stock
               outstanding  on the relevant  record date divided by .53 less (y)
               the total number of shares of Class A Common Stock outstanding on
               such  record  date by (2) the  total  number of shares of Class B
               Common Stock outstanding on such record date.

               (b) From and after the occurrence of a Trigger Event,  holders of
               Class A Common  Stock  and  Class B Common  Stock  shall  each be
               entitled to one vote for each share held.

         (iii) CUMULATIVE VOTING.  There shall be no cumulation of votes for the
               election of directors.

          (iv) CLASS  VOTE BY CLASS B COMMON  STOCK.  Notwithstanding  any other
               provision of this Article III,  until the occurrence of a Trigger
               Event the Corporation shall not take any of the following actions
               without the affirmative  vote of the holders of a majority of the
               outstanding shares of Class B Common Stock, given separately as a
               class,  which  vote  shall be in  addition  to any  right to vote
               required  by the laws of the  State of  Florida:  (1)  issue  any
               additional  shares of Class B Common Stock  except  pursuant to a
               stock  dividend  issued  exclusively  to the  holders  of Class B
               Common  Stock;   (2)  effect  any  reduction  in  the  number  of
               outstanding shares of Class B Common Stock (other than by holders
               of Class B Common  Stock  converting  Class B Common  Stock  into
               Class A Common Stock or through voluntary  disposition thereof to
               the  Corporation);  or (3) effect any change or alteration in any
               provision of this Article III.

          2. CONVERSION AND RESERVATION OF SHARES.  Each share of Class B Common
     Stock  shall be  convertible,  at any  time,  and from  time to time at the
     option of the holder thereof,  into one fully paid and nonassessable  share
     of Class A Common  Stock.  In order to exercise  the  conversion  right,  a
     holder of shares of Class B Common Stock shall surrender the certificate or
     certificates  representing  such shares,  duly  endorsed or assigned to the
     Corporation,  at the office of the Corporation together with written notice
     to the  Corporation  of the  number of shares  which the  holder  elects to
     convert and written instructions regarding the registration and delivery of
     certificates  for  shares  of Class A Common  Stock  acquired  thereby.  As
     promptly as practicable thereafter, the Corporation shall issue and deliver
     to the holder to the place  designated  by such holder,  a  certificate  or
     certificates for the number of shares of Class A Common Stock to which such
     holder is entitled. The person entitled to receive shares of Class A Common
     Stock issuable upon conversion shall be deemed to have become the holder of
     record of such shares of Class A



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     Common Stock at the close of business on the date upon which the conversion
     right is so exercised.  If any certificate  representing  shares of Class B
     Common  Stock  shall  have been  converted  in part,  the  holder  shall be
     entitled to a new certificate  representing the unconverted shares of Class
     B Common Stock. There shall be no charge to holders of Class B Common Stock
     for any  costs  associated  with the  conversion  of Class B Common  Stock,
     including  any stamp or other tax resulting  from the  issuance;  provided,
     however,  that the Corporation shall not be responsible for any taxes which
     may be payable in respect of any conversion in which any share or shares of
     Class A Common  Stock are to be issued in the name of a holder  other  than
     the  record  holder  of the  Class B  Common  Stock  being  converted.  The
     Corporation  shall at all  times  reserve  and keep  available,  out of its
     authorized  but  unissued  Class A Common  Stock,  such number of shares as
     would become  issuable upon the  conversion of all shares of Class B Common
     Stock then outstanding.

          3.  OWNERSHIP  OF CLASS B COMMON  STOCK.  Until  the  occurrence  of a
     Trigger  Event,  shares  of  Class B  Common  Stock  may only be held by or
     transferred to BFC Financial Corporation, a Florida corporation ("BFC"), or
     to  successors  or affiliates of BFC. For purposes of this Article III, the
     term "affiliate" shall mean a person who, directly or indirectly,  controls
     or is controlled  by, or is under common control with, BFC or the specified
     person; provided,  however, that the following persons shall also be deemed
     to be affiliates of BFC:

               (i)  a  natural  person  who  is  a  descendant   (including  any
                    descendant  by  adoption  and any  descendant  of an adopted
                    descendant)  of an  affiliate of BFC or who is or was at any
                    time the spouse or surviving  spouse of an affiliate of BFC;
                    or

               (ii) a  trust  established   primarily  for  the  benefit  of  an
                    affiliate of BFC or any natural  person  described in clause
                    (i) above; or

               (iii)a partnership,  limited  liability  company,  corporation or
                    other  entity in which an  affiliate  of BFC or any  natural
                    person  described in clause (i) above or any trust described
                    in clause  (ii) above  beneficially  own at least 50% of the
                    equity interests in such entity.

     From and after the  occurrence  of a Trigger  Event,  holders  of shares of
     Class B Common Stock may  transfer or  otherwise  dispose of such shares to
     any  person,  and any  person  may have the status of an owner or holder of
     shares of Class B Common Stock.

          4.  TRANSFERS OF CLASS B COMMON STOCK ON  CORPORATE  BOOKS.  Shares of
     Class B Common Stock shall be transferred  on the books of the  Corporation
     and a new certificate  issued,  upon due  presentation at the office of the
     Secretary of the Corporation (or at such additional  place or places as may
     from time to time be designated by the Corporation,  including the transfer
     agent of the  Corporation) of the  certificate  for such shares,  in proper
     form for transfer;  provided, however, that if at the time such certificate
     is presented for transfer there has not occurred a Trigger Event, then such
     transfer will not be effected unless such  certificate is accompanied by an
     affidavit of the record holder  certifying that the transfer of such shares
     is to a person  permitted  by the  provisions  of  subsection  A.3. of this
     Article III.

          5. DIVIDENDS. Whenever there shall have been paid, or declared and set
     aside for payment, to the holders of the outstanding shares of any class of
     stock  having  preference  over  the  Common  Stock  as to the  payment  of
     dividends,  the full amount of dividends and of a sinking fund,  retirement
     fund,  or other  required  payments,  if any,  to which  such  holders  are
     respectively entitled in preference to the Common Stock, then dividends may
     be paid on the Common Stock and on any class or series of stock entitled to
     participate  therewith as to dividends when and as declared by the Board of
     Directors out of any assets legally available for the payment of dividends.
     Holders of Common  Stock  shall be  entitled  to such  dividends  as may be
     declared by the Board of Directors,provided that the distribution per share
     of Class



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     A Common Stock must be identical to the  distribution  per share of Class B
     Common Stock,  except that a dividend or other  distribution  to holders of
     Class A Common Stock may be declared and issued in Class A Common Stock and
     a dividend or other  distribution to holders of Class B Common Stock may be
     declared  and issued in either Class A Common Stock or Class B Common Stock
     provided that in each case the number of shares so declared and issued on a
     per share basis to such holders is the same.

          6.  RIGHTS  UPON  LIQUIDATION  OR  DISSOLUTION.  In the  event  of any
     liquidation,  dissolution, or winding up of the Corporation, the holders of
     Common  Stock (and the holders of any class or series of stock  entitled to
     participate  with  such  stock  in the  distribution  of  assets)  shall be
     entitled  to  receive,  in cash or in kind,  the assets of the  Corporation
     available for  distribution  remaining  after: (i) payment or provision for
     payment of the Corporation's  debts and liabilities;  (ii) distributions or
     provision for distributions in settlement of its liquidation  account;  and
     (iii)  distributions or provision for distributions to holders of any class
     or  series  of  stock  having  preference  over  the  Common  Stock  in the
     liquidation,  dissolution, or winding up of the Corporation.  Each share of
     Class A Common  Stock and Class B Common  Stock  shall be entitled to share
     ratably, as a single class, in such remaining assets of the Corporation.

          7.  SUBSCRIPTION  AND PREEMPTIVE  RIGHTS.  No shares of Class A Common
     Stock or Class B Common Stock,  and no  obligations  or shares  convertible
     into shares of Class A Common Stock or Class B Common Stock, shall have any
     preemptive  right or  preferential  right to  subscribe  to or purchase any
     shares of any class of stock of the  Corporation  or any right to subscribe
     to or purchase thereof.

          8.  VIOLATIONS  OF  SUBSECTIONS  A.3.  In the event  that the Board of
     Directors of the Corporation  shall determine,  upon the basis of facts not
     disclosed in any affidavit or other document  accompanying  the certificate
     for shares of Class B Common Stock when  presented for transfer,  that such
     shares of Class B Common  Stock have been  registered  in  violation of the
     provisions of subsection  A.3.,  then the  Corporation  may seek a judicial
     determination including an action at law or in equity as may be appropriate
     under the circumstances.

          9. LEGEND ON CERTIFICATES FOR CLASS B COMMON STOCK.  Every certificate
     for shares of Class B Common  Stock shall bear a legend on the face thereof
     reading as follows:

               "The  shares  of  Class  B  Common  Stock   represented  by  this
               certificate  may not be  transferred  to any  person who does not
               meet the  qualifications  set forth in subsection A.3. of Article
               III of the Articles of  Incorporation  of this Corporation and no
               person  who  does  not  meet  the  qualifications  prescribed  by
               subsection  A.3. of said  Article III is entitled to own or to be
               registered  as the record holder of such shares of Class B Common
               Stock,  until the time referred to in said  subsection  A.3., but
               the record  holder of this  certificate  may at any time  convert
               such  shares  of Class B Common  Stock  into the same  number  of
               shares of Class A Common Stock of the Corporation for the purpose
               of effecting the sale or other  disposition of such shares to any
               person.  Each holder of this certificate,  by accepting the same,
               accepts and agrees to all of the foregoing."

     Any  certificate  for shares of Class B Common  Stock which shall be issued
     after the occurrence of a Trigger Event shall not bear such legend.

          10. ADJUSTMENTS.  In the event of a reorganization,  recapitalization,
     merger  or  stock  split  affecting  the  Class B  Common  Stock,  then the
     threshold  number  of  shares  of Class B Common  Stock  referenced  in the
     definition of Trigger  Event in subsection  A.1.(i) of this Article III and
     the  number or kind of  shares  into  which  the  Class B Common  Stock are
     convertible  pursuant  to  subsection  A.2.  of this  Article  III shall be
     appropriately  and  proportionately  adjusted;  and in each  such case such
     provisions  shall be applied so as to give effect to such  adjustments.  If
     any such transaction shall be effected by amendment



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     of the Articles of  Incorporation,  then such amendment shall itself adjust
     such  threshold  share number or  conversion  rate in  accordance  with the
     foregoing.

     B.  PREFERRED  STOCK.  The preferred  stock may be divided into one or more
series or classes,  with each series separately  designated so as to distinguish
the shares thereof from the shares of all other series and classes. The Board of
Directors is authorized to divide the preferred stock into one or more series or
classes, by adoption of supplementary  sections or amendments to the articles of
incorporation,  having the relative  rights,  preferences and limitations as may
from time to time be determined by the Board of Directors.  Without limiting the
generality  of the  foregoing,  the Board of Directors is  authorized to fix and
determine:

          1. The  number of shares  which  shall  constitute  the series and the
     designation of such shares;

          2. The rate and the time at which  dividends  on that series  shall be
     paid,  whether dividends shall be cumulative and the participating or other
     special rights, if any, with respect to dividends;

          3. The  voting  powers,  full or  limited,  if any,  of shares of such
     series;

          4. Whether the shares of such series shall be  redeemable  and, if so,
     the price(s) at which,  and the terms and conditions on which,  such shares
     may be redeemed  and the terms and amount of any  sinking  fund or purchase
     fund, if any, for the purchase or redemption of that series;

          5. The  amount(s)  payable upon the shares of such series in the event
     of voluntary or involuntary liquidation,  dissolution, or winding up of the
     Corporation.

          6. The terms upon which the  holder of any  series may  convert  their
     shares into any class or classes;

          7. The  price or other  consideration  for  which  the  shares of such
     series shall be issued; and

          8.  Whether the shares of such series  which are redeemed or converted
     shall have the status of authorized but unissued shares of serial preferred
     stock and whether  such shares may be reissued as shares of the same or any
     other series of serial preferred stock.

     Each share of each  series of serial  preferred  stock  shall have the same
relative rights as and be identical in respects with all the other shares of the
same series.


                         ARTICLE IV - PREEMPTIVE RIGHTS

     Shareholders shall not be entitled to preemptive rights with respect to any
shares of the Corporation which may be issued.





















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                 ARTICLE V - INITIAL REGISTERED OFFICE AND AGENT

     The street address of the initial  registered office of this Corporation is
150 West  Flagler  Street,  Miami,  Florida  33130  and the name of the  initial
registered agent of this Corporation is Alison W. Miller.


                               ARTICLE VI - BYLAWS

     The power to alter,  amend or repeal the Bylaws  shall be vested in each of
the Board of Directors and the shareholders of this Corporation.


                          ARTICLE VII - INDEMNIFICATION

     This  Corporation  shall  indemnify any officer or director,  or any former
officer or director of this Corporation, to the fullest extent permitted by law.
The  foregoing  right of  indemnification  shall not be  exclusive  of any other
rights to which any  Director,  officer,  employee or agent may be entitled as a
matter of law or which he may be lawfully granted.


                            ARTICLE VIII - AMENDMENT

     This Corporation  reserves to its shareholders the right to amend or repeal
any  provisions now or hereafter  contained in these Articles of  Incorporation.
Any  rights  which  these  Articles  of  Incorporation   may  confer  upon  this
Corporation  may be modified or cancelled by a vote of the holders of a majority
of the  Corporation's  stock  entitled  to vote  thereon to amend or repeal said
Articles of Incorporation.

     The  foregoing  Restated  Articles of  Incorporation  were duly adopted and

approved without shareholder action by the Board of Directors of the Corporation

by unanimous  written consent in lieu of a meeting as of May 23, 2001.  Pursuant

to Section 607.1007 of the Florida Business  Corporation Act, shareholder action

was not required with respect to the adoption of the foregoing Restated Articles

of Incorporation.





























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     IN  WITNESS  WHEREOF,  the  undersigned  Chairman  of the  Board  and Chief
Executive  Officer of the  Corporation  has executed these Restated  Articles of
Incorporation in his capacity as such this 11th day of June, 2001.


                                      BANKATLANTIC BANCORP, INC.


                                      By: /s/Alan B. Levan
                                          ------------------------------------
                                          Alan B. Levan, Chairman of the Board
                                          and Chief Executive Officer


























































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