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 March 31, 2000

                                       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                        May 8, 2000
                    -------------------                       ------------
    Class A Common Stock, par value $0.01 per share            31,626,705
    Class B Common Stock, par value $0.01 per share             9,773,726

<PAGE>


                                TABLE OF CONTENTS


FINANCIAL INFORMATION                                           Page Reference

  Financial Statements ...........................................    1-14

Consolidated Statements of Financial Condition -
 March 31, 2000 and 1999 and December 31, 1999  - Unaudited ......       1

Consolidated Statements of Operations - For the
Three Months Ended March 31, 2000 and 1999 - Unaudited ...........     2-3

Consolidated Statements of Stockholders' Equity and
 Comprehensive Income - For the Three Months Ended
 March 31, 2000 and 1999 - Unaudited .............................       4

Consolidated Statements of Cash Flows - For the Three
 Months Ended March 31, 2000 and 1999 - Unaudited ................     5-7


Notes to Consolidated Financial Statements - Unaudited ...........    8-14


Management's Discussion and Analysis of Financial
 Condition and Results of Operations .............................   15-29

OTHER INFORMATION

   Exhibits and Reports on Form 8K ...............................      30

   Signatures ....................................................      31

<PAGE>

                    CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION - UNAUDITED

<TABLE>
<CAPTION>

                                                         March 31,    December 31,     March 31,
(In thousands, except share data)                           2000        1999             1999
---------------------------------                       ----------    -----------     ----------
 ASSETS
<S>                                                    <C>            <C>            <C>
Cash and due from depository institutions ..........   $    93,989    $    90,070    $    96,430
Interest bearing deposits in other banks ...........             -              -          5,167
Federal Funds sold and securities purchased under
  resell agreements ................................         9,318            313          5,914
Tax certificates, net, held to maturity, at cost
 which approximates market value ...................       107,717         91,576         49,681
Other investments, at cost which approximates
 market value ......................................        21,506         21,424          2,822
Loans receivable, net ..............................     2,458,512      2,469,472      2,375,633
Loans held for sale ................................       287,399        220,236        257,628
Securities available for sale, at market value .....       847,407        818,308      1,000,235
Trading securities, at market value ................         8,177         23,311         17,254
Accrued interest receivable ........................        33,960         30,594         28,750
Real estate held for development and sale and
 joint ventures ....................................       147,919        149,964         60,966
Real estate owned, net .............................         4,268          3,951          6,884
Office properties and equipment, net ...............        56,301         55,473         57,157
Federal Home Loan Bank stock, at cost which
 approximates market value .........................        57,160         56,410         49,155
Mortgage servicing rights, net .....................           792            879         42,804
Deferred tax asset, net ............................        40,049         41,487         21,462
Cost over fair value of net assets acquired, net ...        52,541         53,553         54,530
Other assets .......................................        32,635         32,880        101,134
                                                        ----------     ----------     ----------
Total assets .......................................   $ 4,259,650    $ 4,159,901    $ 4,233,606
                                                        ==========     ==========     ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits ...........................................   $ 2,179,709    $ 2,027,892    $ 2,115,559
Advances from FHLB .................................     1,143,188      1,098,186        983,074
Federal Funds purchased ............................         4,000          5,900              -
Securities sold under agreements to repurchase .....       328,588        423,223        409,232
Subordinated debentures, notes and bonds payable ...       217,394        228,773        176,966
Guaranteed preferred beneficial interests in the
 Company's Junior Subordinated Debentures ..........        74,750         74,750         74,750
Advances by borrowers for taxes and insurance ......         4,788          2,595         52,208
Other liabilities ..................................        66,602         62,696        185,022
                                                        ----------     ----------     ----------
Total liabilities ..................................     4,019,019      3,924,015      3,996,811
                                                        ----------     ----------     ----------
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,
 31,633,138, 32,418,470 and 31,254,379 shares ......           316            324            258
Class B Common Stock, $0.01 par value, authorized
 45,000,000 shares; issued and outstanding,
 9,830,146, 10,264,516 and  10,359,994 shares ......            98            102            104
Additional paid in capital .........................       134,727        145,399        139,532
Unearned compensation restricted stock grants ......          (542)        (5,633)        (6,720)
Retained earnings ..................................       129,786        122,639        103,019
                                                        ----------     ----------     ----------
Total stockholders' equity before accumulated other
 comprehensive income (loss) .......................       264,385        262,831        236,193
                                                        ----------     ----------     ----------
Accumulated other comprehensive income (loss) -
 net unrealized (depreciation) appreciation on
 securities available for sale - net of deferred
 income taxes ......................................       (23,754)       (26,945)           602
                                                       ----------     ----------     ----------
Total stockholders' equity .........................       240,631        235,886        236,795
                                                       ----------     ----------     ----------
Total liabilities and stockholders' equity .........   $ 4,259,650    $ 4,159,901    $ 4,233,606
                                                        ==========     ==========     ==========

               See Notes to Consolidated Financial Statements - Unaudited
                                   1
</TABLE>
<PAGE>
            CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

                                                       For the Three Months
                                                          Ended March 31,
(In thousands, except share data)                      --------------------
Interest income:                                        2000       1999
                                                       -------    -------
Interest and fees on loans and leases .............   $ 58,884   $ 53,566
Interest on banker's acceptances ..................        240        187
Interest and dividends on securities available
 for sale .........................................     13,639     10,053
Interest and dividends on other
 investments and trading securities ...............      4,461      2,606
                                                       -------    -------
Total interest income .............................     77,224     66,412
                                                       -------    -------
Interest expense:
Interest on deposits ..............................     19,838     16,591
Interest on advances from FHLB ....................     15,848     13,497
Interest on securities sold under agreements
 to repurchase and federal funds purchased ........      6,582      4,044
Interest on subordinated debentures,
 guaranteed preferred interest in the
 Company's Junior Subordinated Debentures
 and notes and bonds payable ......................      4,904      4,612
                                                       -------    -------
Total interest expense ............................     47,172     38,744
                                                       -------    -------
Net interest income ...............................     30,052     27,668
Provision for loan losses .........................     10,787      5,164
                                                       -------    -------
Net interest income after provision for
 loan losses ......................................     19,265     22,504
Non-interest income:
Loan late fees and other loan income ..............      1,038      1,130
Gains on loans held for sale, net of writedown ....         78        633
Gains on sales of property and equipment ..........        182          -
Gains on securities available for sale, net of
 writedown ........................................         12        579
Trading securities gains (losses) .................         38        (69)
Gains on sales of real estate held for sale and
 joint venture activities .........................      3,111      5,395
Utility expansion receivable sale .................      3,902          -
Principal transactions ............................      4,958      3,000
Investment banking ................................      2,007      3,117
Commissions .......................................      6,235      2,676
Transaction fees ..................................      3,251      3,591
ATM fees ..........................................      2,515      2,199
Other .............................................      1,422      1,218
                                                       -------    -------
Total non-interest income .........................     28,749     23,469
                                                       -------    -------
Non-interest expense:
Employee compensation/benefits excluding RBCO
 and real estate operations .......................     10,885      9,641
Employee compensation/benefits for RBCO and
 real estate operations ...........................     11,169      6,602
Occupancy and equipment ...........................      6,500      5,674
Advertising and promotion .........................      1,466        756
Foreclosed asset activity, net ....................        151         90
Amortization of cost over fair value of net
 assets acquired ..................................      1,016        983
Other excluding RBCO and real estate operations ...      5,163      5,755
Other for RBCO and real estate operations .........      5,551      2,794
                                                       -------    -------
Total non-interest expense ........................     41,901     32,295
                                                       -------    -------
Income before income taxes and extraordinary item .      6,113     13,678
Provision for income taxes ........................      2,432      5,507
                                                       -------    -------
Income before extraordinary item ..................      3,681      8,171
Extraordinary item, net of taxes ..................      3,466          -
                                                       -------    -------
Net income ........................................   $  7,147   $  8,171
                                                       =======    =======

     See Notes to Consolidated Financial Statements - Unaudited (Continued)
                                 2
<PAGE>


                  CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

                                                        For the Three Months
                                                          Ended March 31,
                                                     -------------------------
                                                       2000            1999
                                                     ---------      ----------
Class A common shares
Basic earnings per share before extraordinary
 item ..........................................   $      0.09     $      0.20
Basic earnings per share from extraordinary
 item ..........................................          0.09            0.00
                                                    ----------      ----------
Basic earnings per share .......................   $      0.18     $      0.20
                                                    ==========      ==========
Diluted earnings  per share before extraordinary
 item ..........................................   $      0.09     $      0.16
Diluted earnings per share from extraordinary
 item ..........................................          0.06            0.00
                                                    ----------      ----------
Diluted earnings per share .....................   $      0.15     $      0.16
                                                    ==========      ==========
Basic weighted average number of common shares
 outstanding ...................................    31,499,608      30,697,706
Diluted weighted average number of common and
 common equivalent shares outstanding ..........    48,586,052      48,938,221
Class B common shares
Basic earnings  per share before extraordinary
 item ..........................................   $      0.08     $      0.19
Basic earnings per share from extraordinary
 item ..........................................          0.08            0.00
                                                    ----------      ----------
Basic earnings per share .......................   $      0.16     $      0.19
                                                    ==========      ==========
Diluted earnings per share before extraordinary
 item ..........................................   $      0.08     $      0.16
Diluted earnings per share from extraordinary
 item ..........................................          0.05            0.00
                                                    ----------      ----------
Diluted earnings per share .....................   $      0.13     $      0.16
                                                    ==========      ==========
Basic weighted average number of common shares
 outstanding ...................................    10,058,228      10,359,717
Diluted weighted average number of common and
 common equivalent shares outstanding ..........    10,551,290      11,093,626


     See Notes to Consolidated Financial Statements - Unaudited
                                       3
<PAGE>
<TABLE>
<CAPTION>


                  CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
                              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999

                                                                                                Unearned     Unrealized
                                                                                                Compen-       Depreci-
                                                                     Addi-                      sation        ation on
                                           Compre-                   tional                   Restricted     Securities
                                           hensive      Common      Paid in      Retained       Stock        Available
(In thousands)                             Income       Stock       Capital      Earnings       Grants       For Sale       Total
                                          --------     --------     --------     ---------    ----------     ----------   ---------
<S>                                      <C>          <C>          <C>          <C>          <C>            <C>           <C>
BALANCE, DECEMBER 31, 1998 ...........                $     372    $ 147,686    $   95,818   $   (7,062)    $    3,626    $ 240,440
  Net income .........................   $   8,171            -            -         8,171            -              -        8,171
                                          --------
  Other comprehensive income (loss),
   net of tax:
    Unrealized losses on securities
     available for ...................      (3,300)
   Reclassification adjustment for
     net gains included in net income          276
                                          --------
  Other comprehensive loss ...........      (3,024)
                                          --------
Comprehensive income .................   $   5,147
                                          ========
Dividends on Class A common stock ....                        -            -          (711)           -              -         (711)
Dividends on Class B common stock ....                        -            -          (259)           -              -         (259)
Exercise of Class A common stock
 options .............................                        -           42             -            -              -           42
Exercise of Class B common stock
 options .............................                        -           14             -            -              -           14
Tax effect relating to the exercise
 of stock options ....................                        -           12             -            -              -           12
Purchase and retirement of Class A
 common stock ........................                      (10)      (8,384)            -            -              -       (8,394)
Forfeited Class A restricted
 common stock ........................                        -          (89)            -           89              -            -
Unearned compensation restricted
 stock grants ........................                        -          251             -         (251)             -            -
Amortization of unearned compensation
 restricted stock grants .............                        -            -             -          504              -          504
Net change in unrealized depreciation
 on securities available for sale net
 of deferred income taxes ............                         -           -             -            -         (3,024)      (3,024)
                                                        --------    --------     ---------    ---------      ---------     --------
BALANCE, MARCH 31, 1999 ..............                 $     362   $ 139,532    $  103,019   $   (6,720)    $      602    $ 236,795
                                                        ========    ========     =========    =========      =========     ========
BALANCE, DECEMBER 31, 1999 ...........                 $     426   $ 145,399    $  122,639   $   (5,633)    $  (26,945)   $ 235,886
 Net income ..........................    $   7,147            -           -         7,147            -              -        7,147
                                           --------
  Other comprehensive income (loss),
   net of tax:
    Unrealized gain on securities
     available for sale ..............        3,718
   Reclassification adjustment for
     net losses included in net income         (527)
                                           --------
  Other comprehensive income .........        3,191
                                           --------
Comprehensive income .................   $   10,338
                                           ========
Exercise of Class B common stock
 options .............................                         1         400             -            -              -          401
Tax effect relating to the exercise
 of stock options ....................                         -          88             -            -              -           88
Purchase and retirement of Class B
 common stock ........................                        (6)     (3,258)            -            -              -       (3,264)
Forfeited Class A restricted common
 stock ...............................                         -        (123)            -          103              -          (20)
Exchange of Class A restricted common
 stock for participation in deferred
 compensation plan ...................                        (7)     (7,779)            -        4,599              -       (3,187)
Amortization of  unearned compensation
 restricted stock grants .............                         -           -             -          389              -          389
Net change in unrealized appreciation
 on securities available for sale net
 of deferred income taxes ............                         -           -             -            -          3,191        3,191
                                                        --------     -------     ---------    ---------      ---------     --------
BALANCE, MARCH 31, 2000 ..............                 $     414    $134,727    $  129,786   $     (542)    $  (23,754)   $ 240,631
                                                        ========     =======     =========    =========      =========     ========

                     See Notes to Consolidated Financial Statements - Unaudited
                                            4
</TABLE>
<PAGE>

                CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

                                                        For the Three Months
(In thousands)                                              Ended March 31,
--------------                                          ---------------------
                                                          2000         1999
                                                        --------     --------
Operating activities:
Income before extraordinary item ...................   $   3,681    $   8,171
Extraordinary item, net of tax .....................       3,466            -
Adjustments to reconcile net income to net cash used
 in operating activities:
Provision for loan losses ..........................      10,787        5,164
Provision for losses on real estate owned ..........                       70
Depreciation, amortization and accretion, net ......       3,772        6,308
Writeoff of deferred offering cost .................         673            -
Decrease (increase) in deferred tax asset, net .....        (597)         599
Trading account (gains) losses .....................         (38)          69
Purchases of trading securities ....................          -           (30)
Proceeds from sales of trading securities ..........          38          (69)
Decrease in trading securities owned at market-RBCO.      15,134        12,781
Gains on sales of real estate owned ................         (72)         (71)
Change in real estate inventory ....................       4,367        1,141
Gains on sales of securities available for sale ....        (793)        (579)
Gains on sales of property and equipment ...........        (182)           -
Proceeds from sales of loans held for sale .........      14,590       60,619
Fundings of loans held for sale ....................      (6,513)     (22,702)
Loans purchased, classified as held for sale .......     (80,840)    (122,624)
Gains on sales of loans held for sale ..............        (242)        (633)
Loans held for sale valuation allowance ............         164            -
Provision for tax certificate losses ...............         225          180
Writedown of securities available for sale .........         781            -
Increase in accrued interest receivable ............      (3,366)        (979)
Decrease (increase) in other assets ................      (1,514)       5,681
Equity in joint venture losses (earnings) ..........         284       (1,729)
Increase (decrease) in other liabilities ...........       1,744      (14,339)
                                                        --------     --------
Net cash used in operating activities ..............     (34,451)     (62,972)
                                                        --------     --------

           See Notes to Consolidated Financial Statements - Unaudited
                                       5
<PAGE>

          CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED (continued)

                                                        For the Three Months
(In thousands)                                              Ended March 31,
--------------                                          ---------------------
                                                          2000         1999
                                                        --------     --------
Investing activities:
Proceeds from redemption and maturities of
 tax certificates ..................................      13,723        8,463
Purchase of tax certificates .......................     (30,089)      (8,428)
Proceeds from sales of securities available
 for sale ..........................................       1,110            -
Principal collected on securities available
 for sale ..........................................      45,241       48,174
Proceeds from maturities of assets available
 for sale ..........................................       5,195            -
Purchases of securities available for sale .........     (75,073)    (405,474)
Purchases of other investments .....................         (82)           -
Proceeds from sales of FHLB stock ..................       5,700        7,550
FHLB stock acquired ................................      (6,450)      (4,475)
Principal reduction on loans .......................     203,213      397,386
Loan fundings for portfolio ........................    (189,398)    (289,656)
Proceeds from maturities of banker's acceptances ...         883        3,672
Purchases of banker's acceptances ..................           -       (2,643)
Proceeds from sales of real estate owned ...........       1,382        1,072
REO acquired in connection with bulk residential
 loan purchases ....................................           -         (784)
Mortgage servicing rights acquired .................           -         (643)
Cost of equipment acquired for lease ...............     (10,661)      (7,462)
Additions to office property and equipment .........      (2,353)      (1,108)
Repayments of joint venture investments ............           -        3,005
Proceeds from sales of property and equipment ......         364            -
Investment in and advances to joint ventures, net ..      (2,607)     (16,296)
                                                        --------     --------
Net cash used in investing activities ..............     (39,902)    (267,647)
                                                        --------     --------
Financing activities:
Net increase in deposits ...........................     133,542      176,944
Interest credited to deposits ......................      18,275       12,843
Repayments of FHLB advances ........................    (290,000)    (330,498)
Proceeds from FHLB advances ........................     335,002      269,000
Net increase (decrease) in securities sold under
 agreements to repurchase ..........................     (94,635)     247,139
Net decrease in federal funds purchased ............      (1,900)     (18,500)
Repayment of notes payable .........................      (8,825)      (1,480)
Increase in notes payable ..........................       7,027        1,332
Issuance of investment notes .......................      15,419            -
Issuance of common stock relating to exercise
 of employee stock options .........................         401           56
Retirement of subordinated debentures ..............     (25,000)           -
Payments to acquire and retire common stock ........      (3,264)      (8,394)
(Repayments) receipts of advances by borrowers
 for taxes and insurance ...........................       2,193      (10,138)
Common stock dividends paid ........................        (958)        (997)
                                                        --------     --------
Net cash provided in financing activities ..........      87,277      337,307
                                                        --------     --------
Increase in cash and cash equivalents ..............      12,924        6,688
Cash and cash equivalents at beginning of period ...      90,383      100,823
                                                        --------     --------
Cash and cash equivalents at end of period .........   $ 103,307    $ 107,511
                                                        ========     ========

           See Notes to Consolidated Financial Statements - Unaudited
                                  6
<PAGE>

          CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED (continued)

                                                        For the Three Months
(In thousands)                                              Ended March 31,
--------------                                          --------------------
                                                          2000        1999
                                                        --------    --------
Supplementary disclosure and non cash investing
 and financing activities:
Interest paid on borrowings and deposits ...........   $ 47,435    $ 38,305
Income taxes paid ..................................          -       5,000
Loans transferred to real estate owned .............      1,627       1,668
Loan charge offs ...................................      7,587       6,614
Tax certificate chargeoffs (recoveries), net .......         56         (78)
Class A common stock dividends declared; not paid
 until April .......................................          -         711
Class B common stock dividends declared; not paid
 until April .......................................          -         259
Increase in equity for the tax effect related to the
 exercise of employee stock options ................         88          12
Change in net unrealized appreciation (depreciation)
 on securities available for sale ..................      5,226      (4,937)
Change in deferred taxes on net unrealized
 appreciation (depreciation) on securities
 available for sale ................................      2,035      (1,913)
Change in stockholders' equity from net unrealized
 appreciation (depreciation) on securities
 available for sale, less related deferred income
 taxes .............................................      3,191      (3,024)
Reduction in stockholders' equity from the
 retirement of restricted stock ....................     (3,187)          -
Increase in other liabilities from the retirement
 of restricted stock ...............................      3,187           -


           See Notes to Consolidated Financial Statements - Unaudited
                                      7
<PAGE>

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED


1.  Presentation of Interim Financial Statements

     BankAtlantic  Bancorp,  Inc.  (the  "Company")  is a unitary  savings  bank
holding  company.  The Company's  principal  assets include the capital stock of
BankAtlantic,  a Federal Savings Bank  ("BankAtlantic") and its subsidiaries and
Ryan Beck & Co., Inc. ("RBCO"), an investment banking firm and its subsidiaries.
The Company's primary  activities have related to the operations of BankAtlantic
and RBCO and their  subsidiaries.  All  significant  intercompany  balances  and
transactions have been eliminated in consolidation.

     In management's opinion, the accompanying consolidated financial statements
contain such adjustments necessary to present fairly the Company's  consolidated
financial condition at March 31, 2000, December 31, 1999 and March 31, 1999, the
consolidated results of operations for the three months ended March 31, 2000 and
1999, the consolidated  stockholders'  equity and  comprehensive  income for the
three months ended March 31, 2000 and 1999 and the  consolidated  cash flows for
the three months ended March 31, 2000 and 1999. Such adjustments  consisted only
of normal recurring items except for the extraordinary item discussed in Note 2.
The  consolidated  financial  statements  and  related  notes are  presented  as
permitted  by Form 10Q and  should  be read in  conjunction  with  the  notes to
consolidated  financial  statements  appearing in the Company's Annual Report on
Form 10K for the year ended December 31, 1999.

2. Subordinated debentures, investment notes and equity capital

     On July 14, 1999, the Company's Board of Directors  approved the repurchase
on the open market of up to 3.5 million  shares of the  Company's  common stock.
The Board  authorized the repurchase of common stock on a "time-to- time" basis,
depending  upon market  conditions  and subject to  compliance  with  applicable
securities  laws.  Pursuant to the above  repurchase  plan the Company paid $3.3
million to repurchase  and retire  551,000 shares of Class B common stock during
the three months ended March 31, 2000.  Pursuant to a previously  announced plan
to  repurchase  shares  of common  stock,  the  Company  paid  $8.4  million  to
repurchase and retire  1,149,655 shares of Class A common stock during the three
months ended March 31, 1999.

     During the three  months ended March 31,  2000,  116,630  shares of Class B
incentive  and  non-qualifying  stock  options  were  exercised  resulting  in a
$489,000  increase  in  stockholders'  equity.  The tax effect  included  in the
preceding amount was $88,000.

     During the three months  ended March 31,  1999,  7,490 and 3,563 of Class A
and Class B incentive stock options, respectively, were exercised resulting in a
$68,000  increase  in  stockholders'  equity.  The tax  effect  included  in the
preceding amount was $12,000.

     On March 1, 2000,  749,533 restricted shares of Class A common stock issued
to key employees of RBCO in connection with the acquisition of RBCO were retired
in exchange for the establishment of interests in the BankAtlantic  Bancorp-Ryan
Beck  Deferred  Compensation  Plan  ("Plan")  in the  aggregate  amount  of $7.8
million.  In January  2000,  each  participant  in the RBCO  retention  pool was
provided the opportunity to exchange those restricted shares that were allocated
to such participant for a cash-based  deferred  compensation  award in an amount
equal to the aggregate  value of the  restricted  shares at the date of the RBCO
acquisition. The Company may at its option terminate the Plan at anytime without
the  consent  of  the   participants  or  stockholders  and  distribute  to  the
participants  the amount  credited  to their  deferred  account  (in whole or in
part).  Subject  to the terms of the Plan,  the  participant's  account  will be
settled by the Company in cash on the vesting  date (June 28,  2002)  except the
Company can elect to defer payment of up to 50% of a  participant's  interest in
the plan for up to one year following the vesting date. If the Company elects to
exercise it rights to defer 50% of the cash  payment,  the Company  will issue a
note  bearing  interest  at  prime  plus  1%.  As  a  result  of  the  exchange,
stockholders'  equity declined by $3.2 million with a corresponding  increase in
other liabilities.
                                      8
<PAGE>

     In January 2000, the Company announced a tender offer for up to $25 million
in principal amount of the Company's outstanding 5 5/8% Convertible Subordinated
Debentures  due 2007 for a cash  price of $750 per  $1,000  principal  amount of
Debentures.  On February 29, 2000 the Company  accepted for purchase the maximum
$25 million aggregate  principal amount of Debentures for an aggregate  purchase
price of $18.75 million under the terms of the tender offer.  Upon expiration of
the tender offer,  approximately $60 million  aggregate  principal amount of the
Debentures  had been validly  tendered,  and since this amount  exceeded the $25
million principal amount tendered by the Company,  the Debentures  tendered were
purchased on a pro-rata  basis (at a ratio of  approximately  41%) in accordance
with the terms of the tender offer.  The Company  recognized a $3.5 million (net
of income tax) extraordinary gain upon the retirement of the Debentures.

     In January 2000, the Board of Directors of the Company approved a corporate
transaction  which would result in the redemption and retirement of all publicly
held  outstanding  shares of Class B common  stock at a price of $6.00 per share
payable in cash. The Class B common stock  represents  100% of the voting rights
of  the  Company.  BFC  Financial   Corporation  and  its  affiliates  currently
beneficially  own in  excess  of 50% of  BankAtlantic  Bancorp's  Class B common
stock.  As a result of the  transaction,  which is structured  as a merger,  BFC
Financial  Corporation would be the sole holder of the Class B common stock. The
Company's  Class A common stock will be unaffected by the  transaction  and will
remain  outstanding  as shares  of Class A common  stock of the  Company  as the
surviving corporation. Outstanding options to purchase Class A common stock will
remain  exercisable for the same number of shares of Class A common stock of the
Company as the surviving  corporation  for the same exercise  price and upon the
same terms as in effect  before  the  merger.  Likewise,  the  Company's  6-3/4%
Convertible Subordinated Debentures due 2006 and 5-5/8% Convertible Subordinated
Debentures  due 2007 will remain  convertible  into the same number of shares of
Class A common  stock of the Company as the  surviving  corporation  at the same
conversion  price and upon the same terms as in effect  before the  merger.  All
outstanding  options  to acquire  Class B common  stock  will  automatically  be
exchanged for options to acquire Class A common stock on a basis which preserves
the  intrinsic  value  of the  option  on the  effective  date of the  corporate
transaction.  The options will otherwise be on substantially  the same terms and
conditions  as the former  options to purchase  shares of Class B common  stock,
including  vesting and term. The proposed  transaction is subject to approval of
the  Company's  Class  A and  Class  B  shareholders,  receipt  of all  required
regulatory approvals, and obtaining financing for the transaction.

     In January  2000,  the Company  began an offering of up to $150  million of
subordinated  investment notes. The Company currently  anticipates that only $50
million of investment  notes will be  outstanding at any time. No minimum amount
of  investment  notes must be sold and the Company may terminate the offering at
any time. The interest rate and maturity date are fixed upon issuance.  At March
31, 2000 the  Company had issued an  aggregate  of $15.4  million of  investment
notes  with  interest  rates  between  10% and 11% and  maturity  dates  between
February 2002 and April 2002.  The Company used a portion of the proceeds to pay
a portion of the  purchase  price for the  debentures  tendered  pursuant to the
tender  offer  described  above and also intends to use the proceeds to fund the
proposed merger and for general corporate purposes. The Company may elect at any
time  prior  to  maturity  to  automatically  extend  the  maturity  date of the
investment   notes  for  an  additional  one  year.  The  investment  notes  are
subordinated to all existing and future senior indebtedness.

3.  Sales of Financial Assets

     During the three months  ended March 31, 2000 the Company sold  $317,000 of
securities  available for sale for a $793,000 gain and recognized a writedown on
marketable equity securities  available for sale of $781,000.  The writedown was
made due to a  significant  decline in the  market  value of the  security.  The
decline was  considered  other than temporary due to the magnitude and length of
time of the decline and the financial  condition and the near term prospects for
the issuer of the security.

     On March 26, 1999,  the Company sold $63.5 million of securities  available
for sale for a $579,000  gain.  Included  in other  assets  was a $64.1  million
receivable from the above sale.

     During the three  months ended March 31, 2000 the Company sold $6.5 million
of loans held for sale for a $242,000 gain.  Included in gains on sales of loans
held for sale was a $164,000 writedown to the lower of cost or market associated
with loans held for sale.
                                        9
<PAGE>

     During  the three  months  ended  March 31,  1999 the  Company  sold  $38.5
million,  $20.4 million and $1.1 million of loans  originated for resale,  loans
purchased  and  classified  as held for sale and leases  for gains of  $492,000,
$64,000 and $77,000, respectively.

4. Trading Securities

     During the three months ended March 31, 2000, the Company realized gains of
$38,000 on trading securities  compared to a realized loss of $69,000 during the
same 1999 period.

     The RBCO 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 RBCO. Transactions as principal involve making
markets in  securities  which are held in inventory to  facilitate  sales to and
purchases  from  customers.  During the three months ended March 31, 2000,  RBCO
realized net gains from principal  transactions of $5.0 million  compared to net
gains of $3.0  million  during the same 1999  period.  Furthermore,  included in
other  liabilities at March 31, 2000 and December 31, 1999 was $750,000 and $2.6
million,  respectively,  of securities sold not yet purchased,  relating to RBCO
trading activity.

     The Company's trading securities consist of the following (in thousands):

                                  March 31,    December 31,     March 31,
                                     2000          1999           1999
                                  ---------    ------------    ----------
Debt obligations:
  States and municipalities      $    3,324   $      13,961   $     5,925
  Corporations                          898           1,085           738
  U.S. Government and agencies          153              29           181
  Corporate equities                  3,802           8,236        10,410
                                   --------    ------------    ----------
                                 $    8,177   $      23,311   $    17,254
                                   ========    ============    ==========

5.  Real Estate Held for Development and Sale and Joint Venture Activities

     BankAtlantic  Development  Corporation  was renamed  Levitt  Corporation in
March  2000.  Real  estate  held for  development  and sale  and  joint  venture
activities  consists  of the  combined  activities  of St.  Lucie  West  Holding
Corporation ("SLWHC"), and Levitt and Sons. SLWHC is the developer of the master
planned  community of St. Lucie West in St.  Lucie  County  Florida.  Levitt and
Sons, which was acquired in December 1999, is a developer of single-family  home
communities and condominium and rental apartment complexes primarily in Florida.

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

                                       March 31,   December 31,   March 31,
                                         2000         1999          1999
                                       ---------   -----------   ---------
Inventory of real estate,
 Levitt and Sons .................    $  71,518    $   73,794    $     --
SLWHC land .......................       30,932        33,023       26,700
Loans to joint ventures ..........       34,947        33,647       25,600
Equity investments in
 joint ventures ..................        7,436         6,407        8,666
Other ............................        3,086         3,093           --
                                       --------     ---------     --------
                                      $ 147,919    $  149,964    $  60,966
                                       ========     =========     ========

     During the three  months  ended March 31,  2000 and 1999,  SLWHC land sales
resulted in gains of $1.2  million and $3.7  million,  respectively.  Levitt and
Sons sales of real estate  resulted in net gains of $2.2 million.  Additionally,
during the three  months  ended  March 31, 2000 SLWHC sold its rights to utility
impact  fees to the Port St.  Lucie  Service  Department  for a net gain of $3.9
million.
                                           10
<PAGE>

     Levitt  Corporation's equity in earnings from joint ventures was a $284,000
loss during the three  months  ended March 31, 2000 and $1.7 million of earnings
during the same 1999  period.  During the 1999  quarter,  one of the real estate
joint ventures closed on a land sale to a developer resulting in the recognition
of a $1.7 million  gain.  Additionally,  during the three months ended March 31,
1999,  the  Company  relinquished  its  equity  participation  rights  in a loan
accounted  for  as  a  joint  venture  in  exchange  for  substantial  principal
repayments  on the loan and a  guarantee  from a real  estate  investment  trust
resulting in the Company  transferring  $20.8  million in  investments  in joint
ventures to loans receivable. The loan was paid in full in 1999.

     During the three months ended March 31, 2000, the Company  capitalized $1.7
million  of  interest   expense   associated  with  real  estate  inventory  and
investments and advances to real estate joint ventures. Furthermore, $336,000 of
interest income associated with loans to joint ventures was deferred. During the
three months ended March 31, 1999 the Company  capitalized  $175,000 of interest
expense and deferred $224,000 of interest income from joint venture loans.

     Included in other  expenses in the  Company's  Consolidated  Statements  of
Operations during the three months ended March 31, 2000 and 1999 was $150,000 of
consulting  fees paid to the Abdo Companies,  an affiliate of the Company.  John
Abdo,  the Vice  Chairman and Director of the Company is the President and Chief
Executive  Officer of the Abdo  Companies.  Additionally,  $20,000 of management
fees was paid to BFC Financial Corporation,  an affiliate of the Company, during
the three  months  ended March 31,  2000.  BFC  Financial  Corporation  provides
administrative and real estate advisory services to the Levitt Corporation.

6.  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 three  months ended March 31, 2000 was
$271,000 compared to a tax benefit for the 1999 quarter of $168,000.

7.  Discontinued operations and restructuring charges

     During  December  1998,  the  Company  commenced  a  restructuring  of  its
operations  and  established  a  restructuring   liability.   The  restructuring
liability at March 31, 2000 was $213,000  and  consists of the  remaining  lease
payments on closed branches.

     At  December  31,  1998,  the Board of  Directors  adopted a formal plan to
dispose of the Company's mortgage servicing business ("MSB").  All the assets of
the MSB were sold except for a building  which is currently  held for sale.  The
building  has a book value of $785,000 at March 31,  2000.  The Company at March
31, 2000 had a liability  of $550,000  relating to expected  costs of  obtaining
loan  documents  associated  with the sale of the mortgage  servicing  portfolio
during 1999.

     There were no adjustments to the  restructuring  liability or  discontinued
operations reserve during the three months ended March 31, 2000 and 1999.

8.  Derivatives

     During the three  months  ended  March 31, 2000 the  Company  entered  into
interest rate swap contracts with an aggregate  notional amount of $125 million.
The interest rate swaps terminate during the first quarter of 2002. The interest
rate swap  contracts  obligate the Company to pay the one-month  LIBOR index and
the Company  receives an average  fixed rate of interest of 7.08%.  The interest
rate swap  contracts  were  executed  to  convert  the  Company's  7% fixed rate
callable  time  deposits to a one-month  LIBOR  interest  rate.  The Company has
elected hedge accounting treatment for the interest rate swaps;  therefore,  any
adjustment to the carrying amount of the interest rate swaps shall be recognized
in the carrying amount of the callable time deposits.
                                      11
<PAGE>

9.   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
contribution calculated under the management approach 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 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
     ------------------                          -----------------------------

     Bank Investment Operations - Other          Investment Division, Tax
                                                 Certificate Department,
                                                 Trading, Equity Portfolio

     Bank Investment Operations - Wholesale      Real Estate Capital Services,
      Residential                                Capital Markets

     Bank Loan Operations - Commercial           Commercial Lending,
                                                 Syndications, International
                                                 and Trade Finance

     Bank Loan Operations - Retail               Residential Lending, CRA
                                                 Lending,  Indirect and Direct
                                                 Consumer Lending, Small
                                                 Business Lending, Lease
                                                 financing

     Real Estate Operations                      Levitt Corporation (includes
                                                 Levitt and Sons, SLWHC and
                                                 real estate joint ventures)

     Investment Banking Operations               Ryan, Beck & Co.

     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.
                                   12
<PAGE>

     The Company evaluates segment  performance based on net contribution  after
tax. The table below is segment  information for income before extraordinary
item for the three months ended March 31, 2000 and 1999:

<TABLE>
<CAPTION>
                              Bank Investment               Bank Loan
                                Operations                  Operations
                         ------------------------    -----------------------                   Investment
                                       Wholesale                                Real Estate     Banking
(in thousands)             Other      Residential    Commercial      Retail     Operations     Operations      Total
--------------           ---------    -----------    ----------     --------    -----------    ----------    ----------
<S>                      <C>           <C>           <C>           <C>          <C>            <C>           <C>
March 31, 2000
Interest income .....   $   17,117    $    25,500    $   23,317    $  11,229    $     (420)    $     481     $   77,224
Interest expense
 and overhead ......      (14,698)       (20,316)      (14,409)      (6,180)        (1,031)         (208)       (56,842)
Recovery from
 (provision for)
 loan losses ........            -           (182)           86      (10,691)            -             -        (10,787)
Non-interest income .           74              -           431          717         7,415        13,200         21,837
Segment profits
 before taxes .......          971          3,621         7,735       (7,728)        2,353          (839)         6,113
Provision for
 income taxes .......          386          1,441         3,078       (3,075)          936          (334)         2,432
                         ---------     ----------     ---------     --------     ---------      --------      ---------
Segment net income ..   $      585    $     2,180    $    4,657    $  (4,653)   $    1,417     $    (505)    $    3,681
                         =========     ==========     =========     ========     =========      ========      =========
Segment total assets    $1,016,471    $ 1,416,360    $1,002,163    $ 417,087    $  152,743     $  42,520     $4,047,344
                         =========     ==========     =========     ========     =========      ========      =========
March 31, 1999
Interest income .....   $   12,008    $    22,438    $   18,185    $  13,648    $     (224)    $     357     $   66,412
Interest expense
 and overhead .......      (10,025)       (18,284)      (10,213)      (7,812)         (390)         (227)       (46,951)
Recovery from
 (provision for)
 loan losses ........            -             32          (887)      (4,309)            -             -         (5,164)
Non-interest income .          526             64           390        1,379         5,417         8,940         16,716
Segment profits
 before taxes .......        1,714          3,202         6,419         (939)        3,643          (361)        13,678
Provision for
 income taxes .......          683          1,276         2,559         (339)        1,385           (57)         5,507
                         ---------     ----------    ----------    ----------   ----------      ----------    ----------
Segment net income ..   $    1,031    $     1,926    $    3,860    $    (600)   $    2,258     $    (304)    $    8,171
                         =========     ==========     =========     ========     =========      =========     =========
Segement total asset.   $1,065,860    $ 1,387,800    $  793,924    $ 535,059    $   39,839     $   55,094    $3,877,576
                         =========     ==========     =========     ========     =========      =========     =========
                                                     13
</TABLE>

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

                                                At or for the
                                             Three Months Ended
                                                 March 31,
                                         ------------------------
(in thousands)                              2000           1999
                                         ---------      ---------
Total Assets
Total assets for reportable segments .   $4,047,344   $3,877,576
Assets in discontinued operations ....          785       44,169
Assets in overhead ...................      211,521      311,861
                                         ----------   ----------
Total consolidated assets ............   $4,259,650   $4,233,606
                                         ==========   ==========
Non-interest Income
Total non-interest income for
 reportable segments .................   $   21,837   $   16,716
Items included in inteest expense
 and overhead:
Transaction fee income ...............        3,251        3,591
ATM fees .............................        2,515        2,199
Other ................................        1,146          963
                                         ----------   ----------
Total consolidated non-interest income   $   28,749   $   23,469
                                         ==========   ==========

10.  Reclassifications

     Certain  amounts for prior periods have been  reclassified  to conform with
the statement presentation for 2000.

                                           14











<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"), When used in this report 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 Company's  expectations  and are subject to a number of
risks  and   uncertainties,   including  but  not  limited  to,  the  risks  and
uncertainties  associated  with the  implementation  of and the  realization  of
benefits from its restructuring  initiatives and expense  reductions,  economic,
competitive and other factors affecting the Company and its operations, markets,
products and  services,  credit risks and the related  adequacy of the allowance
for loan losses, changes in interest rates and economic policies, the success of
technological, strategic and business initiatives, significant growth in banking
as well as  non-banking  initiatives,  the  ability  of the  Company  to  obtain
financing  for the merger and other factors  discussed  elsewhere in this report
and  other  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

                                          For the Three
                                          Months Ended,
                                             March 31,
                                       -------------------
(In thousands)                            2000      1999
--------------                         -------    --------
Income before extraordinary item ..   $  3,681   $  8,171
Extraordinary item, net of taxes ..      3,466          -
                                       -------    -------
Net income ........................   $  7,147   $  8,171
                                       =======    =======
CLASS A COMMON SHARES
Diluted earnings per share before
 extraordinary item ...............   $   0.09   $   0.16
Diluted earnings per share from
 extraordinary item ...............       0.06          -
                                       -------    -------
Diluted earnings per share ........   $   0.15   $   0.16
                                       =======    =======
CLASS B COMMON SHARES
Diluted earnings per share before
 extraordinary item ...............   $   0.08   $   0.16
Diluted earnings per share from
 extraordinary item ...............       0.05          -
                                       -------    -------
Diluted earnings per share ........   $   0.13   $   0.16
                                       =======    =======

     Income  before  extraordinary  item  -  Income  before  extraordinary  item
declined by 55% during the three  months  ended  March 31, 2000  compared to the
same period during 1999. The primary reasons for the decline were:

     1)   an increase in the provision for loan losses resulting from historical
          loss experiences in the small business and consumer loan portfolios,
     2)   higher   compensation   expense  from  expanded   investment   banking
          operations,  the  acquisition  of  Levitt  and  Sons  and new  banking
          products,
     3)   a significant  increase in other real estate  expenses  resulting from
          Levitt and Sons and selling general and administrative expenses during
          2000 which were not included during 1999,
     4)   increased  occupancy expenses  associated with repairs and maintenance
          on  bank  branches  and  maintenance  contracts  associated  with  ATM
          operations, and
     5)   lower  gains  on  sales  of  securities  available  for  sale  net  of
          writedowns  were due to a reduction  in  securities  sales caused by a
          rising rate environment, and
     6)   lower  gains on sales of loans  held for sale were due to a decline in
          loans originated for sale and an increase in the valuation  allowance.
                                   15
<PAGE>

     The  above  reductions  in  income  from  before  extraordinary  item  were
partially offset by:

     1)   an  improvement in net interest  income  resulting from an increase in
          interest  earning  assets   reflecting   higher  loan  receivable  and
          securities available for sale average balances,  partially offset by a
          decline  in the net  margin.
     2)   the sale of one parcel of land for a $182,000 gain,
     3)   trading securities profits during 2000 compared to losses during 1999,
          and
     4)   a gain on the sale of a utility expansion  receivable from real estate
          operations.

     Extraordinary  item  - The  extraordinary  item  resulted  from  the  early
extinguishment  of debt.  On February  29,  2000,  the Company  repurchased  $25
million  aggregate  principal  amount  of  its 5 5/8%  convertible  subordinated
debentures for $18.75 million.  Included in the extraordinary  item was $250,000
of offering costs and a $673,000 writeoff of the original  unamortized  issuance
costs.

Net Interest Income

                                          For the Three Months
                                             Ended March 31,
                                     -------------------------------
(In thousands)                         2000        1999       Change
--------------                       -------     -------     -------
Interest and fees on loans
 and banker's acceptances .......   $ 59,124    $ 53,753    $  5,371
Interest on securities
 available for sale .............     13,639      10,053       3,586
Interest and dividends on
 investment, tax certificates
 and trading securities .........      4,461       2,606       1,855
Interest on deposits ............    (19,838)    (16,591)     (3,247)
Interest on advances from FHLB ..    (15,848)    (13,497)     (2,351)
Interest on securities sold
 under agreements to repurchase .     (6,582)     (4,044)     (2,538)
Interest on subordinated
 debentures, notes and bonds
 payable and guaranteed
 preferred interests in the
 Company's Junior Subordinated
 Debentures .....................     (4,904)     (4,612)       (292)
                                     -------    --------     -------
Net interest income .............   $ 30,052   $  27,668    $  2,384
                                     =======    ========     =======

First quarter this year versus the same quarter last year:

     Net interest  income  increased by 9%. Total interest  income  increased by
$10.8  million  while total  interest  expense  increased by $8.4  million.  The
increase in interest income resulted from higher average interest earning assets
and average yields.  The Company  experienced  asset growth in all categories of
earning assets.  The increase in total interest  expense reflects the funding of
the asset  growth  primarily  with  time  deposits  and  securities  sold  under
agreements to repurchase and higher borrowing rates. The increased average rates
on  earning  assets  and rate  paying  liabilities  primarily  resulted  from an
increasing interest rate environment beginning in July 1999.

     The  increase  in  loan  interest  income   primarily   resulted  from  the
origination of commercial real estate,  lease financing and syndication loans as
well as the purchase of residential  loans held for sale. The above increases in
loan  average  balances  were  partially  offset by  declines  in the  Company's
wholesale residential,  consumer and small business loan portfolios. The decline
in consumer loans resulted from the Company  ceasing the origination of indirect
consumer loans as part of its December 1998  restructuring  plan. The decline in
small business  average  balances  resulted from a significant  decrease in loan
originations  during the 1999 fiscal year and the first quarter of 2000 compared
to the 1998 fiscal year.  Also  contributing  to the  increase in loan  interest
income was higher loan average  yields due to the prime interest rate rising 125
basis points since July 1999.
                                    16
<PAGE>


     The increase in securities  available for sale  interest  income  primarily
resulted from higher average  balances and yields.  The higher average  balances
and yields were caused by purchases  of  mortgage-backed  securities  and REMICs
during  1999 and the first  quarter of 2000.  The higher  yields were due to new
purchases of securities at higher rates than the existing portfolio.

     The increase in interest and  dividends on  investment  securities  held to
maturity  and  trading  securities   primarily  resulted  from  interest  income
associated with tax  certificates and FHLB stock. The additional tax certificate
income  resulted  from  expansion of the Company's  tax  certificate  operations
outside  of the State of  Florida.  The  increased  FHLB stock  dividend  income
reflects  higher FHLB advance  average  balances due to the required  FHLB stock
balances needed for the current period.

     The increase in deposit  expense  resulted from higher time deposit average
balances and  increased  deposit  rates.  Higher time deposit  average  balances
resulted  from the  introduction  of new deposit  products and the use of public
funds and brokered deposits. The average balance of brokered deposits and public
funds  increased  from $203.9.  million in 1999 to $286.9  million in 2000.  The
increased  deposit  average  balances and rates reflect the  introduction of new
transaction  and time deposit  products and a rising  interest rate  environment
during the latter  half of 1999 and the first  quarter of 2000.  The new deposit
products have higher interest rates than the Company's existing  deposits.  As a
result of the new deposit products,  total deposits increased by $152 million or
7.5% from the fourth quarter of 1999. One of the deposit products was a two-year
fixed rate callable certificate of deposit. The Company hedged the interest rate
of these  deposit  accounts  with two year  interest  rate  swaps.  The  Company
originated  approximately  $108 million of this deposit product during the first
quarter of 2000.

     The increase in interest expense on advances from FHLB was primarily due to
higher average  balances and rates. The additional FHLB advance average balances
were used to fund growth in  securities  available  for sale.  The higher  rates
reflect the origination of new advances during 2000.

     The  higher  interest  expense  on  securities  sold  under  agreements  to
repurchase  resulted from higher average  balances and rates. The higher average
balances  funded loan growth and the purchase of  securities  available for sale
and the higher rates reflect a rising interest rate environment.

     The increase in interest on subordinated  debentures,  guaranteed preferred
interest in the Company's  Junior  Subordinated  Debentures  and notes and bonds
payable  resulted  primarily from notes payable  acquired in connection with the
Levitt  and Sons  acquisition.  The Levitt  Corporation  average  notes  payable
balance  during the 2000 period was $57  million  compared to $0 during the 1999
period.  The reduction of interest  expense  associated  with the  retirement of
$25.0 million of the 5 5/8%  convertible  debentures  was offset by the interest
expense related to the issuance of $15.4 million of investment notes.

     Interest  expense of $1.7 million was  capitalized  during the three months
ended March 31, 2000 associated with Levitt and Sons real estate  operations and
investments and advances to joint ventures.  During the three months ended March
31, 1999  $175,000  of  interest  expense was  capitalized  in  connection  with
investments and advances to real estate joint ventures.

     The net interest  spread  declined to 2.71%  during 2000  compared to 2.86%
during 1999 as rate increases in liabilities  exceeded the increase in yields on
earning  assets.  Yields on earning assets  increased from 7.71% during the 1999
period to 7.93%  during the 2000  period.  Likewise,  rates on interest  bearing
liabilities increased from 4.85% during the 1999 period to 5.22% during the 2000
period.  The  increased  earning asset yields and interest  bearing  liabilities
rates primarily resulted from the rising interest rate environment  beginning in
July 1999.
                                    17
<PAGE>

Provision for Loan Losses
                                                       For the Three Months
                                                           Ended March 31,
                                                      ----------------------
                                                        2000          1999
                                                      --------      --------
Balance, beginning of period .................       $ 44,450      $ 37,950
Charge-offs:
  Commercial real estate loans ...............              -          (158)
  Nonmortgage Commercial .....................            (24)            -
  Lease financing ............................           (520)         (303)
  Small business - real estate ...............            (18)          (10)
  Small business - non-mortgage ..............         (3,131)       (2,093)
  Consumer loans - indirect ..................         (3,369)       (3,297)
  Consumer loans - direct ....................         (1,494)         (694)
  Residential real estate loans ..............           (100)          (59)
                                                      --------       -------
                                                       (8,656)       (6,614)
                                                      -------       -------
Recoveries:
  Commercial real estate loans ...............              2             -
  Lease financing ............................             54            66
  Small business - non-mortgage ..............            113            37
  Consumer loans - indirect ..................            698           378
  Consumer loans - direct ....................            187           228
  Commercial business loans ..................             14           141
  Residential real estate loans ..............              1             -
                                                      -------       -------
                                                        1,069           850
                                                      -------       -------
Net charge-offs ..............................         (7,587)       (5,764)
Additions charged to operations ..............         10,787         5,164
                                                      -------       -------
Balance, end of period .......................       $ 47,650      $ 37,350
                                                      =======       =======

     The  provision  for loan losses  increased  significantly  during the three
months ended March 31, 2000  compared to the same 1999 period  primarily  due to
losses  experienced  in the small  business  and  consumer  lending  portfolios,
including an increase in direct consumer loan second mortgage  charge-offs . The
substantial  increase  in the  allowance  for loan  losses  resulted  from small
business and consumer loan charge-offs and delinquency trends.

     The Company ceased the  origination  of indirect  consumer loans as part of
its December 1998  restructuring.  The high charge off and delinquency trends in
the small business nonmortgage  portfolio resulted in additions to the allowance
for loan losses. The Company has significantly  reduced the origination of small
business  loans  and has  implemented  substantial  modifications  to the  small
business program including oversight of the program by the Chief Credit Officer.
                                    18
<PAGE>

     At the  indicated  dates  the  Company's  non-performing  assets  were  (in
thousands):

                                                March 31,      December 31,
                                                  2000             1999
                                                -------        ------------
Nonaccrual :
  Tax certificates ..........................   $ 1,442          $ 2,258
  Loans and leases ..........................    32,744           42,741
                                                 ------           ------
  Total nonaccrual ..........................    34,186           44,999
                                                 ------           ------
Repossessed  Assets:
 Real estate owned, net
  of allowance ..............................     4,268            3,951
 Vehicles and equipment .....................       894            1,253
                                                 ------           ------
 Total repossessed assets ...................     5,162            5,204
Contractually past due 90 days or more (1) ..         -              410
                                                 ------           ------
                                                 39,348           50,613
Restructured loans ..........................         -                -
                                                 ------           ------
 Total non-performing assets ................   $39,348          $50,613
                                                 ======           ======
 (1)  The  majority of these loans at December 31, 1999 had matured and
      the borrowers  continued to make payments  under the matured loan
      agreement.

     As of  March  31,  2000,  a  commercial  loan in  which  BankAtlantic  is a
participant  in a  nationally  syndicated  credit  facility  was in violation of
certain covenants in the loan agreement. The total commitment of BankAtlantic to
this borrower is $13.7  million,  of which $13.4 million is  outstanding.  As of
this date,  the borrower  continues to make  payment  under the loan  agreement;
however,  based on the fact that the borrower is continuing  to incur  operating
losses it is  possible  that this loan may be  included  in the above table as a
non-accruing loan in subsequent periods.

     The Company experienced  declines in all non-accrual asset categories.  The
decrease in non-accrual loans and leases resulted from:

         1)   a $3.9 million decrease in consumer non-accrual loans,
         2)   a $2.9 million decline in non-accrual residential loans
              including a $1.5 million decline in non-accrual residential
              loans purchased,
         3)   a $1.7 million reduction in non-accrual small business loans,
         4)   a $1.3 million decrease in non-accrual commercial loans and
         5)   a $190,000 decrease in non-accrual lease financing.

     Non-accrual   and  repossessed   consumer  loans  decreased   significantly
resulting  from  more  aggressive   disposition,   repossession  and  collection
procedures.

     The  improvement  in  residential  non-accrual  loans  reflects the Company
either  negotiating  a payoff or  foreclosing  and  selling  the  collateral  on
non-accrual  residential  loans acquired.  The remaining  decline in residential
non-accrual  loans  reflects  improvements  in  the  delinquency  trends  of the
portfolio.

     The reduction in small business  non-accrual loans resulted from changes in
the collection process resulting in improvements in the delinquency trends.

     Non-accrual  commercial  loans improved due to a payoff of a nonresidential
commercial  real estate loan and the  foreclosure  of a  commercial  real estate
loan.
                                    19
<PAGE>

Non-Interest Income
                                                  For the Three Months Ended
                                                            March 31,
                                                -------------------------------
(In thousands)                                   2000         1999      Change
--------------                                  -------     -------     -------
Noninterest Income Bank Operations
Loan late fees and other  loan income ......   $  1,038    $  1,130    $    (92)
Gains on sales of loans held for sale,
 net of writedowns .........................         78         633        (555)
Gains on sales of property and equipment ...        182           -         182
Trading account gains (losses) .............         38         (69)        107
Gains on sales of securities availabe
 for sale, net of writedowns ...............         12         579        (567)
Transaction fees ...........................      3,251       3,591        (340)
ATM fees ...................................      2,515       2,199         316
Other ......................................        765       1,049        (284)
                                                -------     -------     -------
Non-interest income banking operations .....      7,879       9,112      (1,233)
                                                -------     -------     -------
RBCO Operations
Principal transactions .....................      4,958       3,000       1,958
Investment banking .........................      2,007       3,117      (1,110)
Commissions ................................      6,235       2,676       3,559
Other ......................................        255         147         108
                                                -------     -------     -------
Non-interest income - RBCO .................     13,455       8,940       4,515
                                                -------     -------     -------
Real Estate Operations .....................
Gains on sales of real estate held for sale       3,395       3,666        (271)
Equity in earnings (losses) of
 unconsolidated real estate joint ventures .       (284)      1,729      (2,013)
Utility expansion receivable sale ..........      3,902           -       3,902
Other ......................................        402          22         380
                                                -------     -------     -------
Non-interest income - real estate operations      7,415       5,417       1,998
                                                -------     -------     -------
Total non-interest income ..................   $ 28,749    $ 23,469    $  5,280
                                               ========    ========    ========

Non-Interest Income - Bank Operations

     During the three  months ended March 31, 2000 the Company sold $6.5 million
of loans held for sale for a $242,000 gain.  Included in gains on sales of loans
held for sale was a $164,000 writedown to the lower of cost or market associated
with loans held for sale.

     During  the three  months  ended  March 31,  1999 the  Company  sold  $38.5
million,  $20.4 million and $1.1 million of loans  originated for resale,  loans
purchased  and  classified  as held for sale and leases  for gains of  $492,000,
$64,000 and $77,000, respectively.

     During the three months ended March 31, 2000,  the Company sold a parcel of
land with a book value of $182,000 for a gain as shown in the above table.

     During the three months ended March 31, 2000, the Company realized gains of
$38,000 on securities  trading compared to a realized loss of $69,000 during the
same 1999 period.

     During the three months  ended March 31, 2000 the Company sold  $317,000 of
securities  available for sale for a gain of $793,000 and recognized a writedown
on marketable  equity securities  available for sale of $781,000.  The writedown
was made due to a significant decline in the market value of the securities. The
decline was  considered  other than temporary due to the magnitude and length of
time of the decline and the financial  condition and the near term prospects for
the issuer of the  security.

     During the three  months  ended  March 31,  1999,  the  Company  sold $63.5
million of securities available for sale for a $579,000 gain.
                                 20

<PAGE>

     The decline in  transaction  fee income during the three months ended March
31, 2000 compared to the same period in 1999  primarily  resulted from a decline
in overdraft  protection  fee income  reflecting  the  increased  monitoring  of
deposit  account  activity  in order to prevent  check  kiting  and check  fraud
activities.

     The increase in ATM fee income  during 2000 was  primarily  the result of a
renegotiated  profit  sharing  agreement  and  increased  ATM  activity  at  the
Company's branch locations.

     The decline in other  income  during the three  months ended March 31, 2000
was due to lower  commissions  earned from teller check  outsourcing and deposit
customer services such as teller check fees and account research fees.

Non-Interest Income - RBCO Operations

     The enhanced  principal  transaction  income  during the three months ended
March 31, 2000 compared to the same 1999 period  resulted  from improved  equity
trading results. The significant increase in commission income was attributed to
growth in RBCO's retail and institutional clients. The growth reflects fees from
the brokerage operations  conducted in various BankAtlantic  branches and income
from the Southeast  Research  Group which was acquired by RBCO in June 1999. The
above improvements in non-interest  income were partially offset by a decline in
investment banking income primarily due to a weak IPO market for bank and thrift
stocks during the three months ended March 31, 2000.

Non-Interest Income - Real Estate Operations

     During the three months ended March 31, 2000, gains on sales of real estate
held for sale  represented the net profits on sales of real estate by Levitt and
Sons and  SLWHC.  During the first  quarter  of 2000,  Levitt and Sons sold real
estate  inventory for a net gain of $2.2 million and SLWHC sold  developed  land
for a net gain of $1.2  million.  During the three  months  ended March 31, 1999
SLWHC sold  developed  land for a net gain of $3.7  million.  Equity in earnings
(losses) from  unconsolidated  joint ventures reflects the Company's real estate
joint ventures.  Other income primarily represents revenues from Levitt and Sons
mortgage operations and storage income from a marina property.

     During  February  2000,  SLWHC  received  a cash  payment  of $8.5  million
representing  the  full  satisfaction  of a  certain  receivable  from a  public
municipality providing water and wastewater services to St. Lucie West. The cash
payment is in full  settlement of an agreement dated December 1991 between SLWHC
and the municipality.  The 1991 agreement required the municipality to reimburse
SLWHC for its cost of increasing  the service  capacity of the utility plant via
payment to SLWHC of the future connection fees generated from such capacity.



                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
                                    21
<PAGE>


Non-Interest Expenses
                                           For the Three Months Ended
                                                    March 31,
                                           --------------------------
(In thousands)                              2000      1999     Change
--------------                             ------    ------    ------
Noninterest expense Bank Operations
Employee compensation and benefits ....   $10,885   $ 9,641   $ 1,244
Occupancy and equipment ...............     5,601     5,188       413
Foreclosed asset activity, net ........       151        90        61
Advertising and promotion .............       581       326       255
Amortization of cost over fair value of
   net assets acquired ................       708       711        (3)
Other .................................     5,163     5,755      (592)
                                           ------    ------    ------
    Non-interest expenses .............    23,089    21,711     1,378
                                           ------    ------    ------
RBCO Operations
Employee compensation and benefits ....     9,844     6,450     3,394
Occupancy and equipment ...............       899       486       413
Advertising and promotion .............       272       248        24
Amortization of cost over fair value of
   net assets acquired ................       308       272        36
Other .................................     3,185     1,976     1,209
                                           ------    ------    ------
Non-interest expenses .................    14,508     9,432     5,076
                                           ------    ------    ------
Real Estate Operations
Employee compensation and benefits ....     1,325       152     1,173
Advertising and promotion .............       613       182       431
Selling, general and administrative ...     2,366       818     1,548
                                           ------    ------    ------
  Non-interest expenses ...............     4,304     1,152     3,152
                                           ------    ------    ------
Total non-interest expenses ...........   $41,901   $32,295   $ 9,606
                                           ======    ======    ======

Non-Interest Expenses - Bank Operations

     Compensation  expense  increased due  principally  to the growth of several
lines of  business,  including  internet  banking,  annual  salary  and  benefit
increases and one-time recruiting expenses.

     Occupancy  and  equipment  expenses  increased  due to higher ATM equipment
repair and  maintenance  along with  additional  costs incurred  associated with
branch network building repair and maintenance.

     The higher  advertising  expense  relates  to  promotions  associated  with
BankAtlantic's  new deposit and loan  products that were  introduced  during the
first quarter of 2000.

     The improvement in other expenses  resulted from lower ATM,  consulting and
general corporate expenses.  The decline in ATM expenses primarily resulted from
a review and  renegotiation  of various vendor contracts for all ATM vendors and
suppliers.  Additionally,  the Company  experienced  a decrease in the following
expense categories:

         1)   Telephone,
         2)   Postage,
         3)   Bank charges, and
         4)   Teller outages.



RBCO Non-Interest Expenses

     The  significant  increase  in  employee   compensation  and  benefits  was
primarily  due to higher  commission  expenses  associated  with the increase in
commission  revenues  and a  cumulative  increase in salary,  payroll  taxes and
insurance  expenses  associated with 58 additional  employees.  RBCO during 1999
significantly  expanded its business  activities  including the  diversification
into the  healthcare,  consumer  and  technology  industries,  the  expansion of
                                  22
<PAGE>

investment banking activities,  expansion of retail operations into BankAtlantic
branches and the acquisition of the Southeast Research Group.

     The  increases in occupancy  and  equipment  reflects  additional  rent and
depreciation  expenses  associated  with the  expansion  of business  activities
mentioned above.

     The higher  amortization of cost over fair value of net assets acquired was
attributable to the June 28, 1999 acquisition of the Southeast Research Group.

     The  increase  in  other  expenses  resulted  from  additional   telephone,
quotation and postage expenses  associated with the expanded business activities
as  well  as a  significant  increase  in  floor  brokerage  and  clearing  fees
reflecting a 130% increase in the number of trades.

Real Estate Operations Non-Interest Expenses

     The  increase in real estate  operations  non-interest  expenses  primarily
related to the December 1999 acquisition of Levitt and Sons.

     Included in selling,  general and administrative  expenses during the three
months ended March 31, 2000 and 1999 was $150,000 of consulting fees paid to the
Abdo  Companies,  Inc., an affiliate of the Company.  Additionally,  included in
selling, general and administrative expenses during the three months ended March
31, 2000 were $20,000 of management fees paid to BFC Financial  Corporation,  an
affiliate of the Company.

Segment Reporting

     The table below provides segment information for continuing  operations for
the three months ended March 31, 2000 and 1999:

                                                    For the Three Months
(in thousands)                                          Ended March 31,
--------------                                      --------------------
                                                       2000       1999
                                                      ------     ------
Net contribution after income taxes ..............
Bank investment operations - wholesale residential   $ 2,180    $ 1,926
Bank investment operations - other ...............       585      1,031
Bank loan operations - retail products ...........    (4,653)      (600)
Bank loan operations - commercial products .......     4,657      3,860
Real estate operations ...........................     1,417      2,258
Investment banking operations ....................      (505)      (304)
                                                      ------     ------
Net contribution .................................   $ 3,681    $ 8,171
                                                      ======     ======

     Bank Investment Operations

     Segment net contribution  from bank investment  operations - other declined
due to lower  gains on the sale of loans and  securities  available  for sale as
well as a writedown of a marketable equity security.  The additional noninterest
income resulted from increased earning assets relating primarily to the purchase
of  securities  during the period.  The higher  interest  expense  and  overhead
resulted from an increase in allocated overhead  reflecting a decline in deposit
related noninterest income and an increase in noninterest expenses.

     Segment  net  contribution  from bank  investment  operations  -  wholesale
residential  increased  primarily  from an increase in earning assets and higher
average yields.  The additional  earning assets represent loans purchased during
the period and the improvement in yield reflects rate  adjustments on adjustable
rate loans. The additional  overhead allocation reflects the increase in segment
assets and higher bankwide allocated overhead.


     Bank Loan Operations

     Segment net contribution  from bank loan operations - commercial  increased
due to a significant  increase in loan balances due to loan origination and loan
syndications. Also, contributing to the improved net contributions was
                                    23
<PAGE>
     a decline in the  provision  for loan losses  attributed to a recovery on a
nonaccrual loan and higher syndication loan growth during 1999 compared to 2000.

     Segment net contribution from bank loan operations - retail declined due to
a significant  increase in the provision for loan losses and declining portfolio
balances. The additional provision for loan losses during 2000 was the result of
increased small business and consumer loan  charge-offs and delinquency  trends.
The decline in portfolio  balances  reflects  lower  fundings of small  business
loans and the Company ceasing the origination of indirect  consumer loans during
1998.

     Real Estate Operations

     Segment net  contribution  from real estate  operations  decreased due to a
decline in earnings  from joint venture  operations,  a decline in land sales at
SLWHC,  and a loss from Levitt and Sons  operations.  The above net contribution
declines  were  partially  offset  by  the  sale  of  SLWHC  utility   expansion
receivable.  The additional overhead allocation reflects a significant  increase
in intercompany borrowings during 2000 compared to 1999.

     Investment Banking Operations

     Segment  net  contribution  from  investment  banking  operations  declined
resulting  from  increased  operating  expenses  associated  with RBCO  expanded
business  activities.  RBCO experienced a significant increase in commission and
trading  revenues,  offset  by lower  investment  banking  revenues  and  higher
compensation,  communication and occupancy expenses.  The increased compensation
expense  reflects  higher  commission  expense  associated  with the  commission
revenue.  The higher  communication  and  occupancy  expenses  resulted from the
expansion of RBCO  operations  and the  acquisition  of the  Southeast  Research
Group.

Financial Condition

     The Company's total assets at March 31, 2000 were $4.3 billion  compared to
$4.2  billion at December  31,  1999.  The  increase in total  assets  primarily
resulted from increased:

      1)  loans held for sale balances due to bulk purchases of residential
          loans categorized as held for sale,
      2)  securities available for sale resulting from the purchase of
          adjustable rate mortgage backed securities,
      3)  tax certificate purchases, and
      4)  securities purchased under resell agreements associated with
          RBCO activities.

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

      1)  loans receivable resulting from the repayment of consumer
          indirect automobile loans and purchased residential loans
          held to maturity,
      2)  trading securities related to RBCO operations, and
      3)  real estate held for development and sale and joint ventures
          due to sales.

     The  Company's  total  liabilities  at March 31,  2000  were  $4.0  billion
compared to $3.9 billion at December 31, 1999. The increase in total liabilities
primarily resulted from increased:

      1)  deposit balances reflecting the introduction of new deposit
          products, and
      2)  advances from the FHLB used to fund growth in securities
          available for sale.

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

      1)  short term borrowings due to deposit growth, and
      2)  subordinated debentures due to the repurchase of $25 million
          of 5 5/8% convertible subordinated debentures, partially
          offset by the issuance of $15 million of investment notes.


Market Risk

     Market risk is defined as the risk of loss arising from adverse  changes in
market valuation which arise from interest rate risk,  foreign currency exchange
rate risk,  commodity  price risk, and equity price risk. The Company's  primary
market risk is interest rate risk and its secondary  market risk is equity price
risk.
                                       24
<PAGE>
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 the  Company's  securities  sold not yet  purchased,  trading  and
available for sale  securities at March 31, 2000 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        Total
   Percent          Trading         for Sale        Sold Not         Dollar
  Change in        Securities      Securities         Yet         Change from
 Fair Value        Fair Value      Fair Value      Purchased           0%
--------------    ------------    ------------    -----------    ------------
     20 %           $ 9,812         $ 26,719        $(900)         $  5,938
     10 %           $ 8,995         $ 24,493        $(825)         $  2,970
      - %           $ 8,177         $ 22,266        $(750)         $      -
    (10)%           $ 7,359         $ 20,039        $(675)         $ (2,970)
    (20)%           $ 6,542         $ 17,813        $(600)         $ (5,938)


     RBCO is a market maker in equity  securities  which could from time to time
require them to hold securities during declining  markets.  The Company attempts
to manage its equity price risk by maintaining a relatively  small  portfolio of
securities and  evaluating  equity  securities as part of the Company's  overall
asset and liability management process.

Interest Rate Risk

     The majority of the Company's assets and liabilities are monetary in nature
subjecting  the Company to  significant  interest  rate risk.  During 1998,  the
Company began trading government  securities which are generally bought and sold
on the same  day.  During  the  second  quarter  of 1999 the  Company's  trading
activities were expanded  beyond trading in government  securities to trading in
options and futures on Eurodollar  time deposits which expire in three months or
less. Eurodollar time deposits are indexed to the LIBOR.

     The Company has  developed a model using  vendor  software to quantify  its
interest rate risk. A sensitivity analysis was performed measuring the Company's
potential  gains and  losses in net  portfolio  fair  values  of  interest  rate
sensitive  instruments  at March 31,  2000  resulting  from a change in interest
rates.  Interest  rate  sensitive  instruments  included  in the model  were the
Company's:

            loan portfolio,
            debt securities available for sale,
            investment securities,
            FHLB stock,
            Federal Funds sold,
            government securities,
            Eurodollar time deposit options and futures
            deposits, including brokered deposits and public funds,
            advances from FHLB,
            securities sold under agreements to repurchase,
            Federal Funds purchased,
            Notes and Bonds payable
            Subordinated Debentures,
            Trust Preferred Securities,
            Interest rate swaps, and
            Off-balance sheet loan commitments.
                                  25
<PAGE>
     The Company has fixed rate loan  commitments  aggregating  $6.4  million at
March 31, 2000.

     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 March 31, 2000,
              (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.

     Presented below is an analysis of the Company's interest rate risk at March
31, 2000 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
            --------      -------------      --------
                           In thousands
             +200 bp        $ 258,485       $ (86,554)
             +100 bp        $ 307,559       $ (37,480)
                0 bp        $ 345,039       $       -
            (100) bp        $ 368,358       $  23,319
            (200) bp        $ 347,867       $   2,828

     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:

             loan prepayment rates,
             deposit decay rates,
             market values of certain assets under the
             representative interest rate scenarios, and
             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 the Company's  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 and reactive measures which the Company may take in the future.


Liquidity and Capital Resources

     The Company's principal source of cash flow is dividends from BankAtlantic,
sales of  securities  available  for sale and proceeds from the issuance of debt
and equity securities.  Such funds were utilized by the Company to pay dividends
on its outstanding  common stock,  interest payments on its Debentures,  acquire
its  common  stock and to fund the  repurchase  of  Debentures  under the tender
offer.  Dividends  from  BankAtlantic  to the Company are  currently  subject to
regulatory approval.
                                       26
<PAGE>
     BankAtlantic's  primary  sources of funds  during the first three months of
2000 were from principal collected on loans,  securities  available for sale and
investment securities held to maturity,  sales of securities available for sale,
FHLB stock,  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,  loan  purchases  and  fundings,  repay
advances from borrowers for taxes and insurance and to purchase FHLB stock,  tax
certificates,   trading  securities,   real  estate  inventory,   joint  venture
investments and securities  available for sale. At March 31, 2000,  BankAtlantic
met all applicable liquidity and regulatory capital requirements.

     The Company's commitments to originate and purchase loans at March 31, 2000
were $245.1  million and $55.8  million  compared to $212.7  million and zero at
March 31, 1999.  Additionally,  the Company had  commitments  to purchase  $30.1
million of mortgage-backed  securities at March 31, 2000 compared to zero during
the same 1999 period.  At March 31, 2000,  loan  commitments  were 10.96% of net
loans  receivable.  At March  31,  2000,  commitments  to sell  mortgage  backed
securities were $49.5 million.

     Leasing  Technology  Inc.  ("LTI") is  obligated  on leases  sold with full
recourse by LTI to investors prior to the Company's acquisition. Under the terms
of such agreements, LTI is subject to recourse for 100% of the remaining balance
of the lease  receivable sold upon a default by the lessees.  At March 31, 2000,
the  amount  of  lease  payments   subject  to  such  recourse   provisions  was
approximately $2.1 million and a $84,000 estimated liability on leases sold with
recourse  is  included  in  other  liabilities  in the  Company's  Statement  of
Financial Condition.

     In January 2000, the Board of Directors of the Company approved a corporate
transaction  which would result in the redemption and retirement of all publicly
held  outstanding  shares of Class B common  stock at a price of $6.00 per share
payable in cash.  Based on the number of Class B common  shares  outstanding  at
March  31,  2000 and  assuming  25% of  outstanding  Class B stock  options  are
exercised   prior  to  the  effective   date  of  the   corporate   transaction,
approximately  $32 million in cash will be required to consummate  the corporate
transaction.  The Class B common stock  represents  100% of the voting rights of
the Company. BFC Financial Corporation and its affiliates currently beneficially
own in excess of 50% of BankAtlantic Bancorp's Class B common stock. As a result
of the transaction  which is structured as a merger,  BFC Financial  Corporation
would be the sole  holder of the Class B common  stock.  The  Company's  Class A
common stock will be unaffected by the transaction and will remain  outstanding.
Outstanding options to purchase Class A common stock will remain exercisable for
the  same  number  of  shares  of Class A common  stock  of the  Company  as the
surviving  corporation for the same exercise price and upon the same terms as in
effect  before  the  merger.   Likewise,   the  Company's   6-3/4%   Convertible
Subordinated Debentures due 2006 and 5- 5/8% Convertible Subordinated Debentures
due 2007  will  remain  convertible  into the same  number  of shares of Class A
common stock of the Company as the surviving  corporation at the same conversion
price and upon the same terms as in effect  before the merger.  All  outstanding
options to acquire  Class B common stock will  automatically  be  exchanged  for
options to acquire Class A common stock on a basis which preserves the intrinsic
value of the option on the  effective  date of the  corporate  transaction.  The
options will otherwise be on substantially  the same terms and conditions as the
former options to purchase shares of Class B common stock, including vesting and
term. The proposed  transaction is subject to approval of the Company's  Class A
and Class B  shareholders,  receipt of all required  regulatory  approvals,  and
obtaining financing for the transaction.

     In January 2000, the Company announced a tender offer for up to $25 million
in principal amount of the Company's outstanding 5 5/8% Convertible Subordinated
Debentures  due 2007 for a cash  price of $750 per  $1,000  principal  amount of
Debentures.  On February 29, 2000 the Company  accepted for purchase the maximum
$25 million aggregate  principal amount of Debentures for an aggregate  purchase
price of $18.75 million under the terms of the tender offer.  Upon expiration of
the tender offer,  approximately $60 million  aggregate  principal amount of the
Debentures  had been validly  tendered,  and since this amount  exceeded the $25
million principal amount tendered by the Company,  the Debentures  tendered were
purchased on a pro-rata  basis (at a ratio of  approximately  41%) in accordance
with the terms of the tender offer.  The Company  recognized a $3.5 million (net
of income tax) extraordinary gain upon the retirement of the Debentures.


     In January  2000,  the Company  began an offering of up to $150  million of
subordinated  investment notes. The Company currently  anticipates that only $50
million of investment  notes will be  outstanding at any time. No minimum amount
of  investment  notes must be sold and the Company may terminate the offering at
any time. The interest rate and maturity date are fixed upon issuance.  At March
31, 2000 the  Company had issued an  aggregate  of $15.4  million of  investment
notes  with  interest  rates  between  10% and 11% and  maturity  dates  between
February 2002 and April 2002.  The Company used a portion of the proceeds to pay
a portion of the  purchase  price for the  debentures  tendered
                                   27
<PAGE>
     pursuant to the tender  offer  described  above and also intends to use the
proceeds to fund the proposed  merger and for general  corporate  purposes.  The
Company  may elect at any time prior to  maturity  to  automatically  extend the
maturity date of the investment notes for an additional one year. The investment
notes are subordinated to all existing and future senior indebtedness.

     On March 1, 2000,  749,533 restricted shares of Class A common stock issued
to key employees of RBCO in connection with the acquisition of RBCO were retired
in exchange for the establishment of interests in the BankAtlantic  Bancorp-Ryan
Beck  Deferred  Compensation  Plan  ("Plan")  in the  aggregate  amount  of $7.8
million.  In January  2000,  each  participant  in the RBCO  retention  pool was
provided the opportunity to exchange those restricted shares that were allocated
to such participant for a cash-based  deferred  compensation  award in an amount
equal to the aggregate  value of the  restricted  shares at the date of the RBCO
acquisition. The Company may at its option terminate the Plan at anytime without
the  consent  of  the   participants  or  stockholders  and  distribute  to  the
participants  the amount  credited  to their  deferred  account  (in whole or in
part).  Subject  to the terms of the Plan,  the  participant's  account  will be
settled by the Company in cash on the vesting  date (June 28,  2002)  except the
Company can elect to defer payment of up to 50% of a  participant's  interest in
the plan for up to one year following the vesting date. If the Company elects to
exercise it rights to defer 50% of the cash  payment,  the Company  will issue a
note  bearing  interest  at  prime  plus  1%.  As  a  result  of  the  exchange,
stockholders'  equity declined by $3.2 million with a corresponding  increase in
other liabilities.

     On July 14, 1999, the Company's Board of Directors  approved the repurchase
on the open market of up to 3.5 million  shares of the  Company's  common stock.
The Board  authorized the repurchase of common stock on a "time-to- time" basis,
depending  upon market  conditions  and subject to  compliance  with  applicable
securities  laws.  Pursuant to the above  repurchase  plan the Company paid $3.3
million to repurchase  and retire  551,000 shares of Class B common stock during
the three months ended March 31, 2000.

     During the three  months  ended  March 31, 2000 the  Company  entered  into
interest rate swap contracts with an aggregate  notional amount of $125 million.
The interest rate swaps terminate during the first quarter of 2002. The interest
rate swap  contracts  obligate  the Company to pay the one month LIBOR index and
the Company  receives an average  fixed rate of interest of 7.08%.  The interest
rate swap  contracts  were  executed  to  convert  the  Company's  7% fixed rate
callable  time  deposits to a one-month  LIBOR  interest  rate.  The Company has
elected hedge accounting treatment for the interest rate swaps;  therefore,  any
adjustment to the carrying amount of the interest rate swaps shall be recognized
in the carrying amount of the callable time deposits.

     At the indicated date BankAtlantic's capital amounts and ratios were:

                                                            Minimum Ratios
                                                       ------------------------
                                                       Adequately      Well
                               Actual                 Capitalized   Capitalized
                               Amount    Ratio           Ratio         Ratio
                              --------   ------       -----------   -----------
(In thousands)
AT MARCH 31, 2000:
Total risk-based capital     $ 349,133    12.99%         8.00%         10.00%
Tier I risk-based capital    $ 315,372    11.74%         4.00%          6.00%
Tangible capital             $ 315,372     7.71%         1.50%          1.50%
Core capital                 $ 315,372     7.71%         4.00%          5.00%

AT DECEMBER 31, 1999:
Total risk-based capital     $ 339,322    13.30%         8.00%         10.00%
Tier I risk-based capital    $ 307,270    12.04%         4.00%          6.00%
Tangible capital             $ 307,270     7.71%         1.50%          1.50%
Core capital                 $ 307,270     7.71%         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 the Company's Annual Report on Form 10K for the year ended December 31,
1999.
                                             28
<PAGE>
     The Company's wholly owned subsidiary,  RBCO, is subject to the net capital
provision  of Rule  15c3-1  under  the  Securities  Exchange  Act of 1934  which
requires  that  RBCO's  aggregate  indebtedness  shall  not  exceed 15 times net
capital as defined under such provision. Additionally, RBCO, as a market marker,
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 RBCO,  not to exceed  $1,000,000.  At March 31, 2000,
RBCO's  regulatory net capital was approximately  $14.1 million,  which exceeded
minimum net capital rule requirements by $13.1 million.

     RBCO 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,  RBCO  safekeeps and redeems  municipal bond coupons for the benefit of
its customers.  Accordingly, RBCO 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 March 31, 2000.
                                      29
<PAGE>



PART II - OTHER INFORMATION

     Exhibits and Reports on Form 8K

      (a)     Exhibits

         Exhibit 2    Amended and Restated Agreement and Plan of Merger, dated
                      March 29, 2000 by and among the Company and BBC Sub, Inc.
                      (incorporated by reference to Appendix A to the Company's
                      Preliminary Proxy Statement filed on April 10, 2000)

         Exhibit 10   BankAtlantic Bancorp-Ryan Beck Deferred Compensation Plan

         Exhibit 11   Statement re:  Computation of Per Share Earnings


      (b)     Reports on Form 8K

              A report on Form 8K dated January 13, 2000 was filed with the
              Securities and Exchange Commission announcing a corporate merger
              which would result in the redemption and retirement of all
              publicly held Class B common stock.
                                     30

<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.


May 15, 2000                       By:   /s/Alan B. Levan
------------                             ----------------
   Date                                  Alan B. Levan
                                         Chief Executive Officer/
                                         Chairman/President



May 15, 2000                       By:   /s/James A. White
------------                             -----------------
  Date                                   James A. White
                                         Executive Vice President,
                                         Chief Financial Officer