================================================================================
                       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, 2001

                                       OR

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

                For the transition period from _______ to _______

                        Commission file number 34-027228


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

                 FLORIDA                                  65-507804
    (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                      (Zip Code)
                offices)

                                 (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 7,  2001
  -----------------------------------------------            --------------
  Class A Common Stock, par value $0.01 per share             31,746,763
  Class B Common Stock, par value $0.01 per share              4,876,124

================================================================================
<PAGE>

                                TABLE OF CONTENTS





FINANCIAL INFORMATION


                                                                Page

 Reference

     Financial Statements                                         1-15

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

         Consolidated Statements of Operations - For the
          Three Months Ended March 31, 2001 and 2000 -
          Unaudited                                                5-6

         Consolidated Statements of Stockholders' Equity
          and Comprehensive Income - For the Three Months
          Ended March 31, 2001 and 2000 - Unaudited                  7

         Consolidated Statements of Cash Flows - For the
          Three Months Ended March 31, 2001 and 2000 -
          Unaudited                                                8-9

         Notes to Consolidated Financial Statements -
          Unaudited                                              10-15

         Management's Discussion and Analysis of
          Financial Condition and Results of Operations          16-27



OTHER INFORMATION

         Exhibits and Reports on Form 8K                            28

         Signatures                                                 29



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                      [THIS PAGE INTENTIONALLY LEFT BLANK]






























<PAGE>

<TABLE>
<CAPTION>

                   CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION - UNAUDITED

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

Cash and due from depository institutions ..   $    98,226    $    85,109    $    93,989
Federal Funds sold and securities purchased
 under resell agreements ...................         1,242          1,584          9,318
Investment securities and tax certificates
 (approximate fair value:$369,309, $387,971
 and $129,223) .............................       363,782        383,619        129,223
Loans receivable, net ......................     2,915,119      2,853,804      2,745,911
Securities available for sale, at fair value       986,055        839,010        847,407
Trading securities, at fair value ..........        36,126         43,557          8,177
Accrued interest receivable ................        43,178         44,046         33,960
Real estate held for development and sale
 and joint ventures ........................       157,732        147,755        147,919
Office properties and equipment, net .......        60,362         59,850         56,301
Federal Home Loan Bank stock, at cost which
 approximates fair value ...................        52,690         51,940         57,160
Deferred tax asset, net ....................        18,373         25,973         40,049
Cost over fair value of net assets acquired,
 net .......................................        48,857         49,882         52,541
Other assets ...............................        30,071         31,171         37,695
                                               -----------    -----------    -----------
Total assets ...............................   $ 4,811,813    $ 4,617,300    $ 4,259,650
                                               ===========    ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits ...................................   $ 2,380,721    $ 2,234,485    $ 2,179,709
Advances from FHLB .........................     1,028,803      1,038,801      1,143,188
Federal Funds purchased ....................         8,500          9,700          4,000
Securities sold under agreements to
 repurchase ................................       714,121        659,502        328,588
Subordinated debentures, notes and
 bonds payable .............................       221,006        224,358        217,394
Guaranteed preferred beneficial
 interests in the Company's Junior
 Subordinated Debentures ...................        74,750         74,750         74,750
Other liabilities ..........................       119,673        126,883         71,390
                                               -----------    -----------    -----------
Total liabilities ..........................     4,547,574      4,368,479      4,019,019
                                               -----------    -----------    -----------
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, 31,742,882, 31,704,365
 and 31,633,138 shares .....................           317            317            316
Class B Common Stock, $0.01 par value,
 authorized 45,000,000 shares; issued
 and outstanding, 4,876,124, 4,876,124
 and 9,830,146 shares ......................            49             49             98
Additional paid-in capital .................       103,910        103,745        134,727
Unearned compensation - restricted
 stock grants ..............................          (341)          (391)          (542)
Retained earnings ..........................       150,521        143,471        129,786
                                               -----------    -----------    -----------
Total stockholders' equity before
 accumulated other comprehensive income
 (loss) ....................................       254,456        247,191        264,385
Accumulated other comprehensive income
 (loss) ....................................         9,783          1,630        (23,754)
                                               -----------    -----------    -----------
Total stockholders' equity .................       264,239        248,821        240,631
                                               -----------    -----------    -----------
Total liabilities and stockholders' equity .   $ 4,811,813    $ 4,617,300    $ 4,259,650
                                               ===========    ===========    ===========
</TABLE>


           See Notes to Consolidated Financial Statements - Unaudited

                                        4

<PAGE>
<TABLE>
<CAPTION>

                CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

                                                   For the Three Months
(In thousands, except share data)                      Ended March 31,
                                                   --------------------
INTEREST INCOME:                                     2001        2000
                                                   --------    --------
<S>                                                <C>         <C>
Interest and fees on loans and leases ..........   $ 63,851    $ 59,124
Interest and dividends on securities available
 for sale ......................................     13,365      13,639
Interest and dividends on other investments and
 trading securities ............................      9,036       4,461
                                                   --------    --------
TOTAL INTEREST INCOME ..........................     86,252      77,224
                                                   --------    --------
INTEREST EXPENSE:
Interest on deposits ...........................     24,444      19,838
Interest on advances from FHLB .................     14,701      15,848
Interest on securities sold under agreements to
 repurchase and federal funds purchased ........      9,632       6,582
Interest on subordinated debentures, guaranteed
 preferred interest in the Company's Junior
 Subordinated Debentures and notes and bonds
 payable .......................................      7,375       6,589
Capitalized interest on real estate developments
 and joint ventures ............................     (1,571)     (1,685)
                                                   --------    --------
TOTAL INTEREST EXPENSE .........................     54,581      47,172
                                                   --------    --------
Net interest income ............................     31,671      30,052
Provision for loan losses ......................      2,761      10,787
                                                   --------    --------
NET INTEREST INCOME AFTER PROVISION
 FOR LOAN LOSSES ...............................     28,910      19,265
NON-INTEREST INCOME:
Investment banking income ......................      8,853      13,200
Transaction fees ...............................      3,880       3,251
Gains on sales of real estate held for sale and
 joint venture activities ......................      6,570       3,111
ATM fees .......................................      2,652       2,515
Loan late fees and other loan income ...........        909       1,038
Gains on loans held for sale, net ..............         13          78
Gains on trading securities and securities
 available for sale, net .......................        135          50
Other ..........................................      2,302       5,506
                                                   --------    --------
TOTAL NON-INTEREST INCOME ......................     25,314      28,749
                                                   --------    --------
NON-INTEREST EXPENSE:
Employee compensation and benefits .............     23,599      22,054
Occupancy and equipment ........................      6,883       6,500
Advertising and promotion ......................      1,512       1,466
Amortization of cost over fair value of net
 assets acquired ...............................      1,025       1,016
Other ..........................................     10,174      10,865
                                                   --------    --------
TOTAL NON-INTEREST EXPENSE .....................     43,193      41,901
                                                     ------      ------
Income before income taxes, extraordinary item
 and cumulative effect of a change in accounting
 principle .....................................     11,031       6,113
Provision for income taxes .....................      4,206       2,432
                                                   --------    --------
Income before extraordinary item and cumulative
 effect of a change in accounting principle ....      6,825       3,681
Extraordinary item, net of taxes ...............       --         3,466
Cumulative effect of a change in accounting
 principle, net of tax .........................      1,138        --
                                                   --------    --------
NET INCOME .....................................   $  7,963    $  7,147
                                                   ========    ========

     See Notes to Consolidated Financial Statements - Unaudited (Continued)

</TABLE>
                                        5
<PAGE>

<TABLE>
<CAPTION>

               CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

                                                         For the Three Months
                                                           Ended March 31,
                                                      -------------------------
                                                         2001           2000
                                                      ----------     ----------
<S>                                                 <C>            <C>
CLASS A COMMON SHARES
Basic earnings per share before extraordinary item
  and cumulative effect of a change in accounting
  principle ......................................   $      0.19    $     0.09
Basic earnings per share from extraordinary item .           --           0.09
Basic earnings per share from cumulative effect of
  a change in accounting principle ...............          0.03           --
                                                      ----------     ----------
Basic earnings per share .........................   $      0.22    $     0.18
                                                      ==========     ==========

Diluted earnings per share before extraordinary
  item and cumulative effect of a change in
  accounting principle ...........................   $      0.16    $      0.09
Diluted earnings per share from extraordinary item           --            0.06
Diluted earnings per share from cumulative effect
  of a change in accounting principle ............          0.02            --
                                                      ----------     ----------
Diluted earnings per share .......................   $      0.18    $      0.15
                                                      ==========     ==========


Basic weighted average number of common shares
  outstanding ....................................    31,626,248     31,499,608
Diluted weighted average number of common and
  common equivalent shares outstanding ...........    45,695,619     48,586,052

CLASS B COMMON SHARES
Basic earnings per share before extraordinary item
  and cumulative effect of a change in accounting
  principle ......................................   $      0.17    $      0.08
Basic earnings per share from extraordinary item .           --            0.08
Basic earnings per share from cumulative effect
  of a change in accounting principle ............          0.03            --
                                                      ----------     ----------
Basic earnings per share .........................   $      0.20    $     0.16
                                                      ==========     ==========

Diluted earnings per share before extraordinary
  item and cumulative effect of a change in
  accounting principle ...........................   $      0.15    $      0.08
Diluted earnings per share from extraordinary item           --            0.05
Diluted earnings per share from cumulative effect
  of a change in accounting principle ............          0.02            --
                                                      ----------     ----------
Diluted earnings per share .......................   $      0.17    $      0.13
                                                      ==========     ==========

Basic weighted average number of common shares
  outstanding ....................................    4,876,124      10,058,228
Diluted weighted average number of common and
  common equivalent shares outstanding ...........    4,876,124      10,551,290


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

                                        6

<PAGE>
<TABLE>
<CAPTION>

               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
            FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001



                                                                                               Unearned      Unrealized
                                                                                               Compen-        Appreci-
                                                                      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, 1999............            $    426       $ 145,399    $ 122,639     $  (5,633)     $ (26,945)  $ 235,886

Net income                               $ 7,147        --              --        7,147          --             --         7,147
                                        ---------
Other comprehensive income, net of tax:
Unrealized gain on securities available
  for sale ............................    3,718
Reclassification adjustment for net
  gains 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
                                                       =========    =========    =========    =========    =========    =========


BALANCE, DECEMBER 31, 2000 ...........              $     366      $ 103,745    $ 143,471    $    (391)   $   1,630    $ 248,821
Net income                             $  7,963                                     7,963                                  7,963
                                        ---------
Other comprehensive income, net of tax:
Unrealized gain on securities available
 for sale ......................          8,212
Reclassification adjustment for net
    gain included in net income ......      (59)
                                       ---------
  Other comprehensive income              8,153
                                       ---------
Comprehensive income                  $  16,116
                                       =========
Dividends on Class A Common Stock.....                                               (801)                                  (801)
Dividends on Class B Common Stock ....                                               (112)                                  (112)
Exercise of Class A common stock options                   --            135          --           --           --           135
Tax effect relating to the exercise of
   stock options .....................                                    30                                                  30
Amortization of  unearned compensation -
   restricted stock grants ...........                                                              50                        50
Net change in unrealized appreciation on
  securities available for sale-net of
  deferred income taxes ................                                                                      8,153        8,153
                                                    ---------       ---------    ---------    ---------    ---------    ---------
BALANCE, MARCH 31, 2001                             $     366      $ 103,910    $ 150,521    $    (341)   $   9,783    $ 264,239
                                                    =========       =========    =========    =========    =========    =========


</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED


                                                      For the Three Months
(In thousands)                                           Ended March 31,
                                                     ----------------------
                                                        2001        2000
                                                     ----------   ---------
OPERATING ACTIVITIES:
Income before extraordinary item and cumulative
<S>                                                  <C>          <C>
 effect of a change in accounting principle ......   $   6,825    $   3,681
Extraordinary item, net of tax ...................         --         3,466
Cumulative effect of a change in accounting
 principle, net of tax ...........................       1,138          --
Adjustments to reconcile net income to net cash
 provided (used) in operating activities:
Provision for credit losses * ....................       3,197       11,012
Change in real estate inventory ..................      (3,650)       4,367
Equity in joint venture losses (earnings) ........        (740)         284
Loans held for sale activity, net ................      (3,591)     (87,431)
Proceeds from sales of loans classified as held
 for sale ........................................       6,182       14,590
Gains on securities activities, net ..............        (135)         (50)
Gains on sales of property and equipment .........        (386)        (182)
Depreciation, amortization and accretion, net ....       1,893        2,756
Amortization of cost over fair value of net
 assets acquired .................................       1,025        1,016
Decrease (increase) in deferred tax asset, net ...       3,121         (597)
Trading activities, net ..........................       7,431       15,172
Decrease (increase) in accrued interest receivable         868       (3,366)
Decrease in other assets .........................        (285)        (913)
Increase (decrease) in other liabilities .........      (7,180)       3,937
                                                     ---------    ---------
Net cash provided (used) in operating activities .      15,713      (32,258)
                                                     ---------    ---------
INVESTING ACTIVITIES:
Proceeds from redemption and maturities of
 investment securities and tax certificates ......      52,659       13,723
Purchase of investment securities and tax
 certificates ....................................     (33,060)     (30,171)
Purchases of securities available for sale .......    (163,459)     (75,073)
Proceeds from sales and maturities of securities
 available for sale ..............................      29,909       51,546
Proceeds from sales of FHLB stock ................        --          5,700
FHLB stock acquired ..............................        (750)      (6,450)
Purchases and net (originations) collections of
 loans and leases ................................     (68,509)       4,037
Proceeds from sales of real estate owned .........       2,188        1,382
Net additions to office property and equipment ...      (1,856)      (1,989)
Investment in and advances to joint ventures, net       (5,587)      (2,607)
                                                     ---------    ---------
Net cash used in investing activities ............    (188,465)     (39,902)
                                                     ---------    ---------
FINANCING ACTIVITIES:
Net increase in deposits .........................     146,236      151,817
Repayments of FHLB advances ......................    (239,998)    (290,000)
Proceeds from FHLB advances ......................     230,000      335,002
Net increase (decrease) in securities sold
 under agreements to repurchase ..................      54,619      (94,635)
Net decrease in federal funds purchased ..........      (1,200)      (1,900)
Repayment of notes and bonds payable .............     (14,500)      (8,825)
Proceeds from notes and bonds payable ............      11,148       22,446
Issuance of common stock upon exercise of
 stock options ...................................         135          401
Retirement of subordinated debentures ............        --        (25,000)
Payments to acquire and retire common stock ......        --         (3,264)
Common stock dividends paid ......................        (913)        (958)
                                                     ---------    ---------
Net cash provided in financing activities ........     185,527       85,084
                                                     ---------    ---------
Increase in cash and cash equivalents ............      12,775       12,924
Cash and cash equivalents at beginning of period .      86,693       90,383
                                                     ---------    ---------
Cash and cash equivalents at end of period .......   $  99,468    $ 103,307
                                                     =========    =========

     See Notes to Consolidated Financial Statements - Unaudited (Continued)

                                                  8
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED


                                                  For the Three Months
(In thousands)                                       Ended March 31,
                                                  --------------------
                                                    2001        2000
                                                  --------    --------
<S>                                               <C>         <C>
Interest paid                                     $ 54,496    $ 47,435
Income taxes paid ...............................       75       2,000
Loans transferred to real estate owned ..........    1,216       1,627
Loan charge-offs ................................    2,633       7,587
Tax certificate net chargeoffs ..................       61          56
Increase in equity for the tax effect related
 to the exercise of employee stock options ......       30          88
Change in net unrealized appreciation  on
  securities available for sale .................   12,632       5,226
Change in deferred taxes on net unrealized
  appreciation on securities available for sale .    4,479       2,035
Change in stockholders' equity from net
  unrealized appreciation on securities available
  for sale, less related deferred income taxes ..    8,153       3,191
Reduction in stockholders' equity from the
  retirement of restricted stock ................     --        (3,187)
Increase in other liabilities from the retirement
  of restricted stock ...........................     --         3,187


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

</TABLE>












           See Notes to Consolidated Financial Statements - Unaudited

                                       9

<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.,  LLC.  ("Ryan  Beck"),  an  investment  banking  firm and its
subsidiaries.  Levitt Corporation ("Levitt"),  a real estate development company
is a subsidiary of BankAtlantic.  The Company's primary  activities have related
to the  operations of  BankAtlantic  and Ryan Beck and their  subsidiaries.  All
significant  intercompany  balances and  transactions  have been  eliminated  in
consolidation  including  $30.1  million  of loans from  BankAtlantic  to Levitt
Corporation.

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

2. Common Stock Options

     In April 2001, the Class B shareholder  approved the  BankAtlantic  Bancorp
2001  Stock  Option  Plan,  which  provides  for  the  grant  of  incentive  and
non-qualifying stock options for up to an aggregate of 1,500,000 shares of Class
A Common Stock. The Board of Directors  approved the stock option plan effective
January 2, 2001.

     In  January  2001  the  Board  of  Directors   granted,   pursuant  to  the
BankAtlantic   Bancorp   2001  Stock   Option  Plan,   548,875   incentive   and
non-qualifying  stock options to acquire Class A Common Stock.  The options vest
in five  years and expire ten years  after the grant  date  except for  Director
stock  options  which vest  immediately.  All stock  options were issued with an
exercise price equal to the fair market value of the common stock at the date of
grant ($3.875) except for incentive  options issued to certain control  persons,
which were issued at 110% of fair market value ($4.26).

     The  following  table sets forth the  activity of all  outstanding  options
issued under our stock option plans:

                                               Class A
                                             -------------
     Outstanding at December 31, 2000 ...        5,490,386
     Exercised ..........................          (38,517)
     Granted ............................          548,875
     Canceled ...........................          (83,585)
                                            --------------
     Outstanding at March 31, 2001 ......        5,917,159
                                            ==============
     Exercisable at March 31, 2001 ......        2,175,020
                                            ==============
     Exercise price per share outstanding   $2.26 - $12.23
                                            ==============


                                       10

<PAGE>



3.  Extraordinary Item

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

4. Trading Securities

     The Ryan Beck gains on trading  securities  were  associated with sales and
trading  activities  conducted  both as  principal  and as  agent on  behalf  of
individual and  institutional  investor  clients of Ryan Beck.  Transactions  as
principal  involve making  markets in securities  which are held in inventory to
facilitate sales to and purchases from customers.  During the three months ended
March 31, 2001,  Ryan Beck realized net revenues from principal  transactions of
$4.5 million  included in investment  banking income compared to net revenues of
$5.0  million  during  the same  2000  period.  Furthermore,  included  in other
liabilities  at March 31, 2001 and December 31, 2000 was $14.2 million and $12.0
million,  respectively,  of securities sold, not yet purchased, relating to Ryan
Beck trading activities.

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

                                    March 31, December 31,   March 31,
                                      2001        2000         2000
                                    --------  -----------  ----------
    States and municipalities ..   $   3,497  $  11,731   $    3,324
    Corporations ...............         544        227          898
    U.S. Government and agencies      25,161     24,476          153
    Corporate equities .........       4,082      3,401        3,802
    Certificates of deposit ....       2,842      3,722            0
                                    --------   --------    ---------
                                   $  36,126  $  43,557   $    8,177
                                    ========   ========    =========

5.  Loans Held for Sale

     In the past, we originated  and purchased  residential  loans for portfolio
and for sale.  Currently,  the majority of residential  loans originated are CRA
loans held for sale and the majority of residential loans purchased are retained
in our portfolio.  During June 2000, we discontinued our commercial non-mortgage
syndication  lending  activities and transferred  the entire  portfolio to loans
held for sale. At March 31, 2000,  commercial  syndication loans of $120 million
were accounted for as loans held to maturity.

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

                                March 31,  December 31,   March 31,
                                   2001        2000         2000
                                --------   -----------   ---------
  Residential................   $  1,607  $        0    $  287,399
  Commercial syndication.....     75,805      80,016             0
                                 -------    --------     ---------
    Total loans held for sale   $ 77,412  $   80,016    $  287,399
                                 =======    =========    =========


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

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


<PAGE>

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

                                        March 31,   December 31,  March 31,
(in thousands)                            2001          2000        2000
                                       ---------    -----------   --------
Land and land development costs .....   $ 88,789   $   87,989    $  85,853
Construction costs ..................     18,305       15,254       14,644
Other costs .........................      6,953        4,775        1,953
Equity investments in joint ventures       5,683        7,559        7,436
Loans to joint ventures .............     34,943       29,125       34,947
Other ...............................      3,059        3,053        3,086
                                        --------    ---------     --------
                                       $ 157,732   $  147,755    $ 147,919
                                        ========   ==========     ========


     The  components of gains on sales of real estate  developed for resale were
as follows:

                                        For the Three Months
                                          Ended March 31,
                                        --------------------
     (In thousands)                        2001      2000
                                        --------   --------
     Sales of real estate ............ $  24,778  $  23,211
     Cost of sales ...................    18,948     19,816
                                        --------    -------
     Gains on sales of real estate ...     5,830      3,395
     Gains (losses) on joint venture
       activities ....................       740       (284)
                                        --------   --------
     Gains on sales of real estate
       held for sale and joint venture
       activities .................... $   6,570  $   3,111
                                         =======   ========

7.  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, 2001 and
2000 was $33,000 and $271,000, respectively.


8.  Restructuring Charge

     During December 2000, we adopted a plan to terminate our ATM  relationships
with  Wal*Mart and K-Mart.  The above  relationships  did not meet our strategic
goals.

     The table below summarizes  amounts paid associated with the  restructuring
liability  included in other liabilities during the three months ended March 31,
2001.

(in thousands)                     Initial     Amount paid      Ending
Type of restructuring charge        Amount    During period    Balance
--------------------------------   --------   --------------   --------
Lease contract termination costs   $  1,768     $    (856)     $    912
De-installation costs ..........        305           (12)          293
Other ..........................         74           --             74
                                   --------     ---------      --------
  Total restructuring charge ...   $  2,147     $    (868)     $  1,279
                                   ========     =========      ========

     During the three months ended March 31, 2001 there was no adjustment to the
restructuring  liability. The restructuring of our ATM network is anticipated to
be completed during the fourth quarter of 2001.


9.   Derivatives

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

     The derivatives utilized by us during the three months ended March 31, 2001
were  interest  rate swaps and forward  contracts.  We used  interest  rate swap
contracts to manage our interest  rate risk. We entered into interest rate swaps
to reduce our interest  rate risk  associated  with our deposits  accounts.  The
forward contracts were held for trading purposes.

     The  following  table  outlines the  notional  amount and fair value of our
derivatives outstanding at March 31, 2001: (in thousands)


<TABLE>
<CAPTION>
                                                                         Paying       Receiving
                                              Notional                 Index/Fixed   Index/Fixed   Termination
                                               Amount     Fair Value      Amount       Amount         Date
                                              ---------   ----------   -----------   -----------   -----------
<S>                                          <C>         <C>           <C>            <C>           <C>
Five year callable receive fixed swaps       $  30,000   $        0    3 mo. LIBOR          7.13%   1/16/2006
One year receive fixed swaps..........       $  75,000   $       81    1 mo. LIBOR          6.83%   4/28/2001
One year callable receive fixed swaps.       $  30,000   $      165    1 mo. LIBOR          7.10%    7/8/2001
Two year callable receive fixed swaps.       $ 150,000   $    3,163    1 mo. LIBOR          7.05%    3/9/2002
Three year pay fixed swaps                   $  75,000   $   (1,505)          5.82%  3 mo. LIBOR    8/30/2004
                                              =========   =========    ===========   ===========   ===========
Forward contract to purchase
  Adjustable rate mortgages ..........       $ 210,200   $      513
                                              ========   ==========
</TABLE>

10.   Segment Reporting

     Operating  segments are defined as components of an enterprise  about which
separate  financial  information is available that is regularly  reviewed by the
chief  operating  decision  maker in deciding how to allocate  resources  and in
assessing  performance.  Reportable  segments  consist of one or more  operating
segments  with  similar   economic   characteristics,   products  and  services,
production  processes,  type of  customer,  distribution  system and  regulatory
environment. The information provided for Segment Reporting is based on internal
reports utilized by management. Interest expense and certain revenue and expense
items are  allocated to the various  segments as interest  expense and overhead.
The  presentation  and  allocation of interest  expense and overhead and the net
income  calculated  under the  management  approach  may not  reflect the actual
economic  costs,  contribution  or results of  operations of the unit as a stand
alone business.  If a different  basis of allocation was utilized,  the relative
contributions  of the  segments  might  differ  but the  relative  trends in the
segments would, in management's view, likely not be impacted.

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

REPORTABLE SEGMENT       OPERATING SEGMENTS AGGREGATED
------------------        -----------------------------

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

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

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

Levitt Corporation       Real estate and joint venture operations

Ryan Beck                Investment banking and brokerage operations

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

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

     The Company  evaluates  segment  performance based on net income after tax.
The table below is segment information for income before  extraordinary item and
the cumulative  effect of a change in accounting  principle for the three months
ended March 31, 2001 and 2000:

<TABLE>
<CAPTION>
                                             Bank Operations
                                  ---------------------------------------
                                   Capital    Commercial     Community       Levitt                     Parent     Segment
(in thousands)                     Markets      Banking       Banking     Corporation    Ryan Beck     Company      Total
                                  ------------------------- ------------- ------------- ------------ ------------ ----------
2001
<S>                              <C>          <C>           <C>          <C>           <C>            <C>        <C>
Interest income                  $   46,619   $   31,975    $   7,597    $      451    $    576       $     43   $  87,261
Interest expense and overhead       (35,645)     (19,193)      (4,702)          (90)       (103)        (5,616)    (65,349)
Provision for loan losses              (163)      (4,246)       1,648             0           0              0      (2,761)
Non-interest income                     122          727        2,757         7,296       9,133            322      20,357
Segment profits and losses
 before taxes                         8,780        7,967        1,440         1,551      (1,838)        (6,869)     11,031
Provision for income taxes            3,302        2,996          542           423        (653)        (2,404)      4,206
                                  ------------------------- ------------- ------------- ------------ ------------ ----------
Segment net income (loss)        $    5,478   $    4,971    $     898    $    1,128    $ (1,185)      $ (4,465)   $  6,825
                                  =========== ============= ============= ============= ============ ============  ==========

Segment average assets           $ 2,593,231  $1,257,364   $  405,159    $  165,759    $ 59,822       $ 79,526    $4,560,861
                                  ===========  ============ ============= ============= ============ ============ ==========

2000
Interest income                  $   43,363   $   24,795   $     8,769   $       521    $     481   $      540    $  78,469
Interest expense and overhead       (34,311)     (13,831)       (4,887)         (240)        (208)      (5,422)     (58,899)
Provision for loan losses              (143)        (661)       (9,983)            0            0            0      (10,787)
Non-interest income                      57          622         2,875         7,415       13,455           12       24,436
Segment profits and losses
 before taxes                         7,884        9,454       (8,188)         3,385         (77)       (6,345)       6,113
Provision for income taxes            2,953        3,541       (3,066)         1,259         (33)       (2,222)       2,432
                                  -------------  ---------- ------------- ------------- ------------ ------------   ---------
Segment net income (loss)        $     4,931    $  5,913   $   (5,122)   $     2,126   $     (44)    $ (4,123)    $   3,681
                                  ==============  ========= ============= ============= ============ ============  ==========

Segment average assets           $ 2,474,134    $  996,617 $     414,052 $     153,664 $     38,151  $  73,375    $4,149,993
                                  =============  ========== ============= ============= ============ ==========    ==========

</TABLE>


<PAGE>


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

                                                     For the Three Months Ended
(in thousands)                                                March 31,
                                                     --------------------------
AVERAGE ASSETS                                          2001           2000
                                                     -----------    -----------
Average assets for reportable segments ...........   $ 4,560,861    $ 4,149,993
Average assets in overhead .......................       138,067        123,337
                                                     -----------    -----------
Total average consolidated assets ................   $ 4,698,928    $ 4,273,330
                                                     ===========    ===========
Non-interest income
Total non-interest income for reportable segments    $    20,357    $    24,436
Items included in interest expense and overhead:
  Transaction fee income .........................         3,880          3,251
  Gains on sales of property and equipment .......           386            182
  Other deposit related fees .....................           691            880
                                                     -----------    -----------
Total consolidated interest income ...............   $    25,314    $    28,749
                                                     ===========    ===========
Interest income
Total interest income for reportable segments ....   $    87,261    $    78,469
Deferred interest income on real estate activities          (834)        (1,036)
Elimination entries ..............................          (175)          (209)
                                                     -----------    -----------
Total consolidated non-interest income ...........   $    86,252    $    77,224
                                                     ===========    ===========


11.  Common Stock Split

     As a result of the  corporate  transaction  effected  in August  2000 which
resulted in the redemption and  cancellation  of all publicly held shares of the
Company's  Class B Common Stock,  the  4,876,124  shares of Class B Common Stock
owned by BFC  Financial  Corporation  ("BFC") were  converted  into one share of
Class B Common Stock.  As provided in the Company's  Articles of  Incorporation,
the one  share of Class B  Common  Stock  owned  by BFC  after  the  transaction
continued to have the economic equivalence of 4,876,124 shares of Class A Common
Stock.  In order to more clearly reflect the equity interest of the one share of
Class B Common Stock as compared to the  outstanding  Class A Common Stock,  the
Board on April 16,  2001  approved  a four  million  eight  hundred  seventy-six
thousand one hundred twenty-four to one (4,876,124:1) forward stock split of the
Class B Common Stock.  This stock split was  implemented on April 18, 2001. As a
result of the stock split,  BFC holds 4,876,124  shares of Class B Common Stock,
with each share of Class B Common Stock having an identical economic interest as
one share of Class A Common  Stock.  The stock split had no impact on the equity
interest in the  Company of any  shareholder.  Stockholders'  equity and all per
share data have been retroactively restated to reflect the stock split.

12.  Reclassifications

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






<PAGE>



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


     Except for historical  information  contained herein, the matters discussed
in this report contain forward-looking  statements within the meaning of Section
27A of the  Securities  Act of 1933,  as amended  (the  "Securities  Act"),  and
Section 21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act"),  that  involve  substantial  risks and  uncertainties.  When used in this
report,  or in  the  documents  incorporated  by  reference  herein,  the  words
"anticipate",  "believe",  "estimate",  "may",  "intend",  "expect"  and similar
expressions identify certain of such forward-looking statements. Actual results,
performance or achievements  could differ  materially  from those  contemplated,
expressed or implied by the forward-looking  statements  contained herein. These
forward-looking statements are based largely on the expectations of BankAtlantic
Bancorp,  Inc.  ("the  Company")  and are  subject  to a  number  of  risks  and
uncertainties,  including  but not  limited  to,  the  risks  and  uncertainties
associated  with:  the  impact  and  effects of  increased  leverage;  economic,
competitive and other factors affecting the Company and its operations, markets,
products and services; credit risks and the related sufficiency of its allowance
for loan losses, changes in interest rates and economic policies; the success of
technological,  strategic and business  initiatives,  the  profitability  of its
banking and  non-banking  initiatives;  risks  associated  with the value of the
Company's  equity  investments;  and other factors  discussed  elsewhere in this
report 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)                                               2001      2000
                                                           -------   -------
Income Statement
Total interest income ................................... $ 86,252  $ 77,224
Total interest expense ..................................   54,581    47,172
                                                           -------    ------
Net interest income                                         31,671    30,052
Provision for loan losses ...............................    2,761    10,787
Gains on sales of securities, net .......................      135        50
Other non-interest income ...............................   25,179    28,699
Non-interest expense ....................................   43,193    41,901
Income before income taxes, extraordinary item and
cumulative effect of a change in accounting principle ...   11,031     6,113
Provision for income taxes ..............................    4,206     2,432
Income before extraordinary item and cumulative effect of
  change in accounting principle                           -------   -------
                                                             6,825     3,681
Extraordinary item, net of tax ..........................     --       3,466

Cumulative effect of a change in accounting principle ...    1,138       --
                                                           -------   -------
Net income .............................................. $  7,963  $  7,147
                                                           =======   =======


FOR THE THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THE SAME 2000 PERIOD:

OVERVIEW

     Income  before  extraordinary  item and  cumulative  effect  of a change in
accounting   principle  increased  85%  from  2000.  This  improvement  resulted
primarily  from a  substantial  reduction in our  provision  for loan losses and
secondarily  from an increase in our net interest  income.  We also recognized a
$1.1 million gain, net of tax during the 2001 period from the cumulative  effect
of a change in accounting  principle related to the  implementation of Financial
Accounting  Standard  Number 133,  "Accounting  for Derivative  Instruments  and
Hedging  Activities".  During  the 2000  period  we  recognized  a $3.5  million
extraordinary  gain,  net of tax  resulting  from the  repurchase  of our 5-5/8%
Debentures at a discount.

     Net interest income  increased by 5.4% from 2000. The improvement  resulted
from an increase in average  earning assets  partially  offset by a narrowing of
the net  interest  margin.  The earning  asset growth was  primarily  related to
growth in the commercial  real estate loan  portfolio and  secondarily in higher
securities average balances.

     The provision for loan loss decreased $8.0 million. The large provision for
loan losses during the March 2000 quarter  reflected  losses  experienced in our
small  business  and  indirect  consumer  lending  portfolios.  During the first
quarter of 2001, the losses in these portfolios significantly declined resulting
in a corresponding reduction in the provision for loan losses.

     Non-interest income declined by 11.9% from the 2000 quarter. The decline in
non-interest  income primarily  resulted from lower investment  banking revenues
along with a one-time  $3.9  million  gain from the sale of a utility  expansion
receivable during 2000. The above declines in non-interest income were partially
offset by higher  transaction  account  fee  income  and a gain on the sale of a
branch facility.

     Non-interest  expense  increased by 3.1% from 2000. The increase  primarily
resulted  from higher  compensation  expense  associated  with  additions to our
senior  management team as well as increased  salaries and employee benefits due
to a highly competitive local labor market.

  RESULTS OF OPERATIONS

  Net interest income
                                                   For the Three Months
                                                      Ended March 31,
                                              ---------------------------------
(in thousands)                                  2001         2000       Change
                                              --------     --------    --------
Interest and fees on loans and banker's
 acceptances ...............................  $ 63,851   $  59,124    $  4,727
Interest on securities available for sale ..    13,365      13,639        (274)
Interest and dividends on investments, tax
 certificates and trading securities .......     9,036       4,461       4,575
Interest on deposits .......................   (24,444)    (19,838)     (4,606)
Interest on advances from FHLB .............   (14,701)    (15,848)      1,147
Interest on securities sold under agreements
 to repurchase .............................    (9,632)     (6,582)     (3,050)
Interest on subordinated debentures, notes
 and bonds payable and guaranteed preferred
 interests in the Company's  Junior
 Subordinated Debentures ...................    (7,375)     (6,589)       (786)
Capitalized interest on real estate
 developments and joint ventures ...........     1,571       1,685        (114)
                                              --------    --------     -------
Net interest income ........................ $  31,671   $  30,052    $  1,619
                                              --------    --------    --------
Net interest margin ........................      2.91%       3.07%      (0.16)%
                                              ========    ========    ========


FIRST QUARTER THIS YEAR VERSUS THE SAME QUARTER LAST YEAR:

     Net interest  income  increased by 5.4% from 2000.  The increase was due to
higher  interest  income  in our  loan  portfolio  and our  investments  held to
maturity  portfolio.  The  additional  interest  income  in our  loan  portfolio
primarily  resulted  from  growth  in our  commercial  real  estate  loans.  The
additional  interest  income  in  our  securities  held  to  maturity  portfolio
primarily  resulted  from  the  purchase  of  adjustable  rate   mortgage-backed
securities. The growth in our loan and securities portfolio average balances was
partially offset by the narrowing of the net interest margin resulting primarily
from the rising interest rate environment during 2000.

     The net interest  margin declined by 16 basis points from 2000. The reduced
margin primarily resulted from rates on interest bearing liabilities  increasing
faster   than  yields  on   interest   earning   assets.   Rate   increases   on
interest-bearing  liabilities were due to higher rates paid on deposit products,
notes  payable  and short term  borrowings  as well as  additional  subordinated
investment note borrowings at higher rates than traditional borrowings. Proceeds
from  subordinated  investment  notes  were used to fund the  retirement  of all
publicly  held  Class B Common  Stock  and to  retire a  portion  of our  5-5/8%
convertible debentures.


Provision for Loan Losses

                                           For the Three Months
        (in thousands)                        Ended March 31,
                                           --------------------
                                             2001        2000
                                           --------    --------
        Balance, beginning of period ..   $ 47,000    $ 44,450
        Charge-offs:
          Commercial business loans ...          0         (24)
          Small business - real estate         (68)        (18)
          Small business - nonmortgage      (1,344)     (3,131)
          Lease financing .............     (1,985)       (520)
          Consumer loan - indirect ....     (1,023)     (3,369)
          Consumer loans - direct .....       (377)     (1,494)
          Residential real estate loans       (152)       (100)
                                          --------    --------
                                            (4,949)     (8,656)
                                          --------    --------
        Recoveries:
          Small business - real estate          21           0
          Small business - nonmortgage         876         113
          Lease financing .............        284          54
          Commercial business loans ...        211          14
          Commercial real estate loans           0           2
          Residential real estate loans         65           1
          Consumer loans - indirect ...        768         698
          Consumer loans - direct .....         91         187
                                          --------    --------
                                             2,316       1,069
                                          --------    --------
        Net charge-offs ...............     (2,633)     (7,587)
        Provision for loan losses .....      2,761      10,787
                                          --------    --------
        Balance, end of period ........   $ 47,128    $ 47,650
                                          ========    ========


     The  provision  for loan  losses  declined  significantly  during the three
months  ended March 31, 2001  compared to the same 2000  period.  The large 2000
provision for loan losses reflected losses experienced in our small business and
indirect  consumer loan  portfolio.  During 2000, we  significantly  reduced the
origination of small business loans and modified the  underwriting  process.  We
discontinued the origination of indirect consumer loans in December 1998. During
2000,  the  majority of our  charge-offs  were from small  business and indirect
consumer   loans.   During  2001,   charge-offs   from  these   portfolios  were
significantly  reduced  due  to  declining  portfolio  balances  and a  modified
underwriting process on new originations.  The improved loan loss experiences in
the portfolios  were partially  offset by additional  reserves  required for our
syndication and lease  financing  portfolios.  The increased  provision for loan
losses  associated with syndication  loans related to an increase in our general
reserves for syndication  loans based on evaluation of the aggregate  portfolio.
The additional  reserves  allocated to lease financing resulted from higher than
anticipated loss experiences as well as adverse  delinquency and industry trends
associated with the portfolio.



<PAGE>



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

                                                     March 31,  December 31,
                                                        2001        2000
                                                     --------   -----------
NONPERFORMING ASSETS
Nonaccrual:
Tax certificates ..................................   $ 2,481     $ 2,491
Loans and leases ..................................    18,287      18,106
                                                      -------     -------
  Total nonaccrual ................................    20,768      20,597
                                                      -------     -------
Repossesssed assets:
Real estate owned, net of allowance ...............     2,827       2,562
Vehicles and equipment ............................     2,892       3,679
                                                      -------     -------
  Total repossessed assets ........................     5,719       6,241
                                                      -------     -------
Total nonperforming assets ........................   $26,487     $26,838
                                                      =======     =======

POTENTIAL PROBLEM LOANS
Contractually past due 90 days or more ............   $    46     $ 7,086
Performing impaired loans net of specific allowance    37,287      15,001
Restructured loans ................................         0           0
Delinquent residential loans purchased ............     4,902       5,389
                                                      -------     -------
Total potential problem loans .....................   $42,235     $27,476
                                                      =======     =======


     Nonperforming  assets were  slightly  lower at March 31,  2001  compared to
December 31, 2000.  Nonaccrual and repossessed  assets remained at December 2000
levels.  We experienced  declines in nonaccrual  residential  and consumer loans
which were offset by increases in nonaccrual  leases. The improvement in vehicle
and equipment  repossessed assets reflects declines in repossessed equipment and
vehicles obtained from lease financing activities.

     The  significant  increase in  potential  problem loan  balances  primarily
resulted from the  impairment of three  syndication  loans during the March 2001
quarter with an aggregate  loan balance of $22.5  million.  The decline in loans
contractually  past  due 90 days or more  from the  December  31,  2000  balance
reflects one loan that was repaid in February  2001.  The decline in  delinquent
residential loans purchased  reflected either a negotiated payoff or foreclosure
and sale of the collateral.




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>




NON-INTEREST INCOME

                                      For the Three Months
                                         Ended March 31,
                                   -------------------------
                                    2001     2000     Change
                                   ------   ------    ------
(in thousands)
Banking Operations
Loan late fees and other loan
 income ........................  $   909   $1,038   $  (129)
Gains on sales of loans held for
 sale, net .....................       13       78       (65)
Gains on trading and available
 for sale securities, net ......      135       50        85
Transaction fees ...............    3,880    3,251       629
ATM fees .......................    2,652    2,515       137
Other ..........................    1,296      947       349
                                   ------   ------    ------
   Non-interest income .........    8,885    7,879     1,006
                                   ------   ------    ------
Levitt Operations
Gains on sales of real estate
 held for development and sale .    6,570    3,111     3,459
Other ..........................      726    4,304    (3,578)
                                   ------   ------    ------
   Non-interest income .........    7,296    7,415      (119)
                                   ------   ------    ------
Ryan Beck Operations
Principal transactions .........    4,470    4,958      (488)
Investment banking .............      960    2,007    (1,047)
Commissions ....................    3,423    6,235    (2,812)
Other ..........................      280      255        25
                                   ------   ------    ------
   Non-interest income .........    9,133   13,455    (4,322)
                                   ------   ------    ------
Total non-interest income ......  $25,314  $28,749   $(3,435)
                                   ======   ======    ======

NON-INTEREST INCOME - BANKING OPERATIONS

     Loan late fees and other loan income declined by 12% from 2000. The decline
primarily  resulted from lower  prepayment  penalties on commercial  real estate
loans and lower late fees earned on consumer and residential loans.

     During the three  months ended March 31, 2001 we sold $6.2 million of loans
held for sale for a $13,000  gain.  During the three months ended March 31, 2000
we sold $14.3  million of loans held for sale for a $242,000  gain.  Included in
gains on sales of loans  held for sale  during the 2000  quarter  was a $164,000
writedown associated with loans held for sale.

     Gains on trading and  available for sale  securities,  net during the three
months ended March 31, 2001  consisted of the sale of a $1.0 million mutual fund
investment for a $322,000 gain, a $221,000  writedown  associated with a limited
partnership investment and a $34,000 unrealized gain on derivative  instruments.
The  partnership  writedown  was due to an  other-than-temporary  decline in one
equity investment held by the limited partnership.

     During the three months  ended March 31, 2000 the Company sold  $317,000 of
securities available for sale for a gain of $793,000,  recognized a writedown on
marketable equity securities available for sale of $781,000 and realized $38,000
of  gains  on  trading  activities.   BankAtlantic's   trading  activities  were
discontinued during 2000.

     During the 2001 period  transaction  fee income  increased  by 19% from the
comparable 2000 period. The improvement in fee income primarily resulted from an
increase in fees earned on transaction account overdrafts.

     During the 2001 period, ATM fee income increased by 5% compared to the same
2000 period. The increase resulted from a renegotiated  profit sharing agreement
at certain ATM locations.

     Other income  increased by 37% from 2000. The increase  primarily  resulted
from the sale of a branch facility for a $386,000 gain and higher other revenues
from tax  certificates  and leasing  operations.  During the three  months ended
March 31, 2000, we sold a parcel of land for a $182,000 gain.

NON-INTEREST INCOME - LEVITT OPERATIONS

     Gains on sales of real estate held for sale  represented the net profits on
sales of real  estate  by  Levitt  and Sons and  SLWHC as well as our  equity in
earnings from real estate joint venture activities.  During the first quarter of
2001, Levitt and Sons sold real estate inventory for a net gain of $4.0 million,
SLWHC  sold  developed  land  for a net  gain of $1.5  million  and we  realized
$740,000 of earnings  from joint  venture  activities.  During the three  months
ended March 31, 2000 Levitt and Sons sold real estate  inventory  for a net gain
of $2.4 million, SLWHC sold developed land for a net gain of $1.2 million and we
incurred a $284,000 loss from joint venture activities.

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

NON-INTEREST INCOME - RYAN BECK OPERATIONS

     Ryan Beck's  revenues in the three major  categories of fee income declined
during  the  2001  quarter   compared  to  the  same  2000   period.   Principal
transactions,  investment  banking and commission  revenues declined by 10%, 52%
and 45%,  respectively,  from the  corresponding  2000 period.  The  substantial
reduction in revenues was attributed to the overall  erosion of the stock market
from its highs set during the first quarter of 2000.  The principal  transaction
revenue decline  reflected a 43% reduction in equity trading revenues  partially
offset by an increase in fixed income  transaction  revenues.  This increase was
related to revenues from a newly developed certificate of deposit and government
agency department.


NON-INTEREST EXPENSES
                                          For the Three Months
                                             Ended March 31,
                                      ---------------------------
                                        2001     2000      Change
                                      -------   -------   -------
(in thousands)
Banking Operations
Employee compensation and benefits    $13,187   $10,885   $ 2,302
Occupancy and equipment ...........     6,019     5,601       418
Advertising and promotion .........       587       581         6
Amortization of cost over fair
 value of net assets ..............       708       708         0
acquired
Other .............................     5,255     5,314       (59)
                                      -------   -------   -------
  Non-interest expense ............    25,756    23,089     2,667
                                      -------   -------   -------
Levitt Operations
Employee compensation and benefits      2,136     1,325       811
Advertising and promotion .........       800       613       187
Selling, general and administrative     2,374     2,366         8
                                      -------   -------   -------
  Non-interest expense ............     5,310     4,304     1,006
                                      -------   -------   -------
Ryan Beck Operations
Employee compensation and benefits      8,276     9,844    (1,568)
Occupancy and equipment ...........       864       899       (35)
Advertising and promotion .........       125       272      (147)
Amortization of cost over fair
 value of net assets ..............       317       308         9
acquired
Other .............................     2,545     3,185      (640)
                                      -------   -------   -------
  Non-interest expense ............    12,127    14,508    (2,381)
                                      -------   -------   -------
Total  non-interest expenses ......   $43,193   $41,901   $ 1,292
                                      =======   =======   =======


Non-Interest Expenses - Banking Operations

     Compensation expenses increased 21% from the comparable 2000 period. Due to
competitive   local  labor  market   conditions,   we  substantially   increased
compensation of existing  employees and related health  insurance  benefits.  We
also  strengthened  our  senior  management  team and hired  information  system
personnel to upgrade our technology infrastructure and to implement our internet
banking activities.

     Occupancy  and equipment  expenses  increased 7% from the  comparable  2000
period.  The increase was primarily due to additional  data  processing fees and
higher depreciation expense. The increase in data processing fees was associated
with additional  charges from our service bureau due to loan and deposit growth.
The  increase in  depreciation  expense  related to  upgrades in our  technology
infrastructure.

NON-INTEREST EXPENSES  - LEVITT OPERATIONS

     The increase in  compensation  and benefits  resulted from the expansion of
Levitt and Sons activities. The number of Levitt Corporation employees increased
from 145 at March  31,  2000 to 200 at March 31,  2001.  Levitt  and Sons  began
several new development projects during 2000 and the first quarter of 2001. This
expansion also resulted in an increase in advertising and promotion expense.

NON-INTEREST EXPENSES  - RYAN BECK OPERATIONS

     The decline in employee  compensation  and  benefits was  primarily  due to
lower commission expenses associated with the significant  declines in Ryan Beck
revenues discussed above.

     The decline in other expenses related to lower floor brokerage and clearing
fees attributed to a significant reduction in commission revenues as well as the
effects of lower clearing costs in the second quarter of 2000.


SEGMENT REPORTING

     The  table  below   provides   segment   information   for  income   before
extraordinary item and the cumulative effect of a change in accounting principle
for the three months ended March 31, 2001 and 2000:

                              For the Three Months
        (in thousands)           Ended March 31,
                              --------------------
        Segment net income        2001       2000
                               -------    -------
        Capital markets ....   $ 5,478    $ 4,931
        Commercial banking .     4,971      5,913
        Community banking ..       898     (5,122)
        Levitt Corporation .     1,128      2,126
        Ryan Beck ..........    (1,185)       (44)
        Parent Company .....    (4,465)    (4,123)
                               -------    -------
          Segment net income   $ 6,825    $ 3,681
                               =======    =======

         CAPITAL MARKETS

     Segment net income  increased by 11% from the comparable 2000 quarter.  The
improvement  reflected  additional  interest  income  resulting  from  growth in
average  earning assets.  The increase in average  earning assets  reflected the
purchase of  mortgage-backed  securities and tax certificate  acquisitions.  The
higher  interest  expense and  overhead  resulted  from an increase in allocated
overhead due to higher average segment assets.

         COMMERCIAL BANKING

     Segment net income  declined by 16% from the comparable  2000 quarter.  The
decline  primarily  resulted  from an increase in the  provision for loan losses
associated  with the lease finance  portfolio and  secondarily  higher  interest
expense and overhead.  The higher interest expense and overhead resulted from an
increase in allocated  overhead due to higher average  segment assets  balances.
The  reductions  in  segment  net income  were  partially  offset by  additional
interest income from higher  commercial real estate average balances due to loan
originations and purchases.

         COMMUNITY BANKING

     Segment net income  increased  by $6.0  million  from the  comparable  2000
quarter. The improvement primarily resulted from a significantly lower provision
for loan losses. This improvement reflects declining small business and consumer
indirect loan average balances and management's belief that substantial progress
has been made in  improving  the credit  quality of the loan  portfolio  in this
segment.  Also  contributing  to the  improvement  in  segment  net  income  was
additional  interest  income earned from higher average loan balances  primarily
relating to the origination of home equity loans.

         LEVITT CORPORATION

     Segment net income from the  operations of Levitt  Corporation  declined by
47% from the comparable 2000 quarter. The lower segment net income resulted from
a  one-time  $3.9  million  gain in  2000  associated  with a sale of a  utility
expansion   receivable   to  a  public   municipality.   Revenues   from  Levitt
Corporation's  sales of real estate and joint venture activities  increased from
$3.1 million for the three  months  ended March 31, 2000 to $6.6 million  during
the comparable 2001 period.

         RYAN BECK

     During the three months ended March 31, 2001 the Ryan Beck segment posted a
$1.2  million loss  compared to a slight loss during the same 2000  period.  The
segment  loss was  attributed  to lower  revenues  from Ryan Beck's  three major
revenues sources:  investment banking,  principal  transactions and commissions.
The  substantial  decline in revenues  resulted from the overall  erosion of the
stock  market  from its highs set in the first  quarter of 2000.  The decline in
this  segment's  net  income  was  partially  offset by lower  compensation  and
clearing expenses.

         PARENT COMPANY

     The parent company loss  increased by $341,000  during the first quarter of
2001  compared to the same 2000 period.  The increase  primarily  resulted  from
lower interest income due to the repayment of an inter-company  $10 million note
receivable  along with higher interest  expense  associated with the issuance of
investment notes during 2000.


FINANCIAL CONDITION

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

     1)   loans  receivable,  net primarily from the origination and purchase of
          commercial  real  estate  loans,
     2)   Securities  available  for  sale  resulting  from the  purchase  of US
          government  securities and adjustable rate mortgage backed securities,
     3)   real estate held for development and sale and joint venture activities
          due to an increase in Levitt and Sons real  estate  inventory,  and
     4)   cash and due from  depository  institutions  due to higher  in-transit
          cash letter balances.

<PAGE>



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

     1)   investment securities and tax certificates  resulting from redemptions
          and  maturities,
     2)   trading securities related to Ryan Beck's operations, and
     3)   deferred tax asset,  net primarily due to  appreciation  of securities
          available for sale.

     The  Company's  total  liabilities  at March 31,  2001  were  $4.5  billion
compared to $4.4 billion at December 31, 2000. The increase in total liabilities
primarily resulted from increased:

     1)   deposit  balances  reflecting an increase in time deposits and savings
          accounts and

     2)   securities sold under agreements to repurchase which were used to fund
          growth in loans receivable and securities available for sale.

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

     1)   advances  from  FHLB  due  to  maturities,  and

     2)   other  liabilities  resulting  from  lower  due  from  clearing  agent
          balances.

MARKET RISK

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

INTEREST RATE RISK

     The  majority  of  our  assets  and  liabilities  are  monetary  in  nature
subjecting  us to  significant  interest  rate  risk  which  would  arise if the
relative  values of each of our assets and  liabilities  changed in  conjunction
with a general  rise or decline in  interest  rates.  We have  developed a model
using  standard  industry  software  to  quantify  our  interest  rate  risk.  A
sensitivity  analysis was performed  measuring our potential gains and losses in
net portfolio  fair values of interest rate  sensitive  instruments at March 31,
2001  resulting  from a  change  in  interest  rates.  Interest  rate  sensitive
instruments included in the model were our:

     /bullet/     Loan portfolio,
     /bullet/     Debt securities available for sale,
     /bullet/     Investment securities,
     /bullet/     FHLB stock,
     /bullet/     Federal Funds sold,
     /bullet/     Government securities,
     /bullet/     Deposits
     /bullet/     Advances from FHLB,
     /bullet/     Securities sold under agreements to repurchase,
     /bullet/     Federal Funds purchased,
     /bullet/     Notes and Bonds payable
     /bullet/     Subordinated Debentures,
     /bullet/     Trust Preferred Securities, ss.
     /bullet/     Forward, contracts,
     /bullet/     Interest rate swaps, and
     /bullet/     Off-balance sheet loan commitments.

     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, 2001,

          (ii) discounting the above expected cash flows based on  instantaneous
               and parallel  shifts in the yield curve to determine fair values,
               and

          (iii)the difference  between the fair value calculated in (i) and (ii)
               is the potential gain or loss in net portfolio fair values.

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

     Presented below is an analysis of the Company's interest rate risk at March
31, 2001 as calculated utilizing the Company's model. The table measures changes
in net portfolio value for  instantaneous and parallel shifts in the yield curve
in 100 basis point increments up or down.

                                    Net
                                   Portfolio
                  Changes            Value            Dollar
                   in Rate          Amount            Change
                -------------     ------------     -------------
                            (dollars in thousands)
                  +200 bp        $    315,688     $    (49,616)
                  +100 bp        $    349,900     $    (15,404)
                     0           $    365,304     $           0
                  -100 bp        $    363,466     $     (1,838)
                  -200 bp        $    339,192     $    (26,112)


     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:

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

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


<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 our securities sold, not yet purchased,  trading and available for
sale  securities  at March 31, 2001 based on  percentage  changes in fair value.
Actual  future price  appreciation  or  depreciation  may be different  from the
changes identified in the table below.
                                               Securities
                                 Available     Sold Not
  Percent           Trading       for Sale        Yet
 Change in        Securities     Securities    Purchased      Dollar
 Fair Value       Fair Value     Fair Value    Fair Value     Change
-------------     ------------  ------------- ------------- -----------
                        (dollars in thousands)
     20     %    $  43,351     $   28,817    $   17,000    $   14,861
     10     %    $  39,739     $   26,415    $   15,584    $    7,431
     0      %    $  36,126     $   24,014    $   14,167    $        0
    (10)    %    $  32,513     $   21,613    $   12,750    $   (7,431)
    (20)    %    $  28,901     $   19,211    $   11,334    $  (14,861)

     Excluded  from the above  table are $20 million of  investments  in private
companies  for which no  current  market  exists.  The  ability to realize on or
liquidate our investments will depend on future market conditions and is subject
to significant risk.

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


LIQUIDITY AND CAPITAL RESOURCES

     The Company's principal source of liquidity is dividends from BankAtlantic.
During 2000, the Company received $23.2 million of dividends from  BankAtlantic.
The Company also obtains funds through the issuance of equity securities,  sales
of securities  available for sale,  borrowings from financial  institutions  and
issuance of debt securities. The Company's annual debt service at March 31, 2001
associated  with  its  subordinated  debentures,   Trust  Preferred  Securities,
investment  notes and financial  institution  borrowings was $20.3 million.  The
Company's  estimated  current annual  dividends to common  shareholders are $3.7
million.  The declaration and payment of dividends will depend upon, among other
things, the results of operations,  financial condition and cash requirements of
the Company as well as  indenture  restrictions  and loan  covenants  and on the
ability of  BankAtlantic  to pay  dividends  or otherwise  advance  funds to the
Company,  which  payments  and  distributions  are subject to OTS  approval  and
regulations  and based upon  BankAtlantic's  regulatory  capital  levels and net
income.

     During the years  ending  December  31, 2002 and 2003 the Company has $54.8
million of  investment  notes and bank debt  maturing  along with a $7.7 million
payment associated with its cash-based  deferred  compensation plan.  Management
has no current plans with respect to the payment of such  obligations  and there
is no assurance  that the Company will be in a position to fund or refinance the
obligations on terms satisfactory to the Company.

     BankAtlantic's  primary  sources of funds  during the first three months of
2001 were from principal collected on loans,  securities  available for sale and
investment securities held to maturity,  sales of securities available for sale,
REO,  and real  estate  held for  development,  borrowings  from FHLB  advances,
securities sold under agreements to repurchase, sales of property and equipment,
and deposit  inflows.  These  funds were  primarily  utilized to fund  operating
expenses,  deposit  outflows,  and to fund or purchase  loans,  FHLB stock,  tax
certificates,   trading  securities,   real  estate  inventory,   joint  venture
investments and securities  available for sale. At March 31, 2001,  BankAtlantic
met all applicable liquidity and regulatory capital requirements.

     BankAtlantic  has entered into  discussions with other banks concerning the
possible sale of selected  branches located in Wal*Mart Super Stores  ("in-store
branches").  BankAtlantic has sixteen in-store  branches with aggregate  deposit
balances of approximately $133 million.

     The Company's commitments to originate and purchase loans at March 31, 2001
were $174.4  million  and $74.8  million  compared  to $245.1  million and $55.8
million at March 31, 2000. Additionally, the Company had commitments to purchase
$30.1 million of  mortgage-backed  securities at March 31, 2000 compared to zero
during the same 2001 period.  At March 31, 2001,  loan  commitments  represented
approximately 9% of net loans receivable, net.

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

                                                           Minimum Ratios
                                                    --------------------------
                                   Actual           Adequately         Well
                            ---------------------   Capitalized    Capitalized
                             Amount       Ratio        Ratio          Ratio
                            ----------   --------   -----------    -----------
At March 31, 2001:
Total risk-based capital   $ 336,847      11.03%       8.00%         10.00%
Tier 1 risk-based capital  $ 298,658       9.78%       4.00%          6.00%
Tangible capital.........  $ 298,658       6.54%       1.50%          1.50%
Core capital.............  $ 298,658       6.54%       4.00%          5.00%

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


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

     Our  wholly  owned  subsidiary,  Ryan Beck,  is subject to the net  capital
provision  of Rule  15c3-1  under  the  Securities  Exchange  Act of 1934  which
requires that Ryan Beck's aggregate  indebtedness  shall not exceed 15 times net
capital as defined under such  provision.  Additionally,  Ryan Beck, as a market
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 Ryan Beck, not to exceed  $1,000,000.  At
March 31,  2001,  Ryan Beck's  regulatory  net capital  was  approximately  $8.1
million, which exceeded minimum net capital rule requirements by $7.1 million.

     Ryan Beck operates  under the  provisions  of paragraph  (K)(2)(ii) of Rule
15c3-3 of the Securities  and Exchange  Commission as a  fully-disclosed  broker
and,  accordingly,  customer  accounts  are carried on the books of the clearing
broker;  However, Ryan Beck safekeeps and redeems municipal bond coupons for the
benefit of its customers. Accordingly, Ryan Beck is subject to the provisions of
SEC  Rule  15c3-3  relating  to  possession  or  control  and  customer  reserve
requirements and was in compliance with such provisions at March 31, 2001.




<PAGE>





PART II - OTHER INFORMATION


         EXHIBITS AND REPORTS ON FORM 8K

  (a)    Exhibits
         --------

         Exhibit 3         Articles of Amendment to the Amended and Restated
                           Articles of Incorporation of the Company

         Exhibit 11        Statement re:  Computation of Per Share Earnings


  (b)    Reports on Form 8K
         ------------------

         None


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



May 15, 2001                            By:  /s/James A. White
--------------                               --------------------------
    Date                                     James A. White
                                             Executive Vice President,
                                             Chief Financial Officer