ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF BANKATLANTIC BANCORP,
INC.


         The Articles of Incorporation of BANKATLANTIC BANCORP, INC., a Florida
corporation (the "Corporation"), are hereby amended pursuant to the provisions
of Section 607.1006 of the Florida Business Corporation Act as follows:

     1. The introductory paragraph and Section A of Article III shall be deleted
in their entirety and amended to read as follows:

                           ARTICLE III - CAPITAL STOCK

     The  aggregate  number of shares of capital  stock  which this  Corporation
shall have authority to issue is One Hundred  Thirty Five Million  (135,000,000)
of which Ten Million  (10,000,000)  shall be preferred stock, par value $.01 per
share,  and of which One Hundred  Twenty  Five  Million  (125,000,000)  shall be
common  stock,   par  value  $.01  per  share,   consisting  of  Eighty  Million
(80,000,000)  shares of a class designated "Class A Common Stock" and Forty Five
Million  (45,000,000)  shares of a class designated  "Class B Common Stock" (the
Class A Common  Stock and the Class B Common  Stock  are  sometimes  hereinafter
referred collectively as the "Common Stock"). The preferred stock may be divided
into and  issued in series by the Board of  Directors  as set forth  below.  The
Board of Directors  shall fix the  consideration  to be received for each share.
Such  consideration  shall  consist of any  tangible or  intangible  property or
benefit  to  this  Corporation,   including  cash,  promissory  notes,  services
performed  or  securities  of other  corporations  or entities  and shall have a
value, in the judgment of the Board of Directors,  equivalent to or greater than
the full par value of the shares. In the case of a stock dividend,  that part of
the surplus of the  Corporation  which is transferred to stated capital upon the
issuance of shares as a share dividend  shall be deemed to be the  consideration
for their  issuance.  Upon the filing of these  Articles of  Amendment  with the
Secretary  of State of the State of Florida,  each share of Class B Common Stock
of the Corporation then outstanding shall, without any action on the part of the
holder thereof,  be changed into Four Million Eight Hundred Seventy Six Thousand
One  Hundred  Twenty  Four  (4,876,124)  shares  of Class B Common  Stock of the
Corporation.

     A. Common Stock, Class A Common Stock and Class B Common Stock. The Class A
Common Stock and the Class B Common Stock shall be identical in all respects and
shall have equal rights and  privileges  except as set forth in this Article III
A. The relative rights, preferences,  privileges and restrictions of the Class A
Common Stock and Class B Common Stock are as follows:

     1. Voting.  Except as provided in this Article III (or in any supplementary
sections  thereto),  the holders of the Class B Common  Stock shall  exclusively
possess all voting power. Each holder of shares of Class B Common Stock shall be
entitled to one vote per share.  Each  holder of shares of Class A Common  Stock
shall  have no  voting  rights  except as  required  by law.  There  shall be no
cumulation of votes for the election of directors.

     2.  Dividends.  Whenever  there shall have been paid,  or declared  and set
aside  --------- for payment,  to the holders of the  outstanding  shares of any
class of stock  having  preference  over the Common  Stock as to the  payment of
dividends, the full amount of
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     dividends  and of a  sinking  fund,  retirement  fund,  or  other  required
payments,  if any, to which such holders are respectively entitled in preference
to the Common Stock,  then  dividends may be paid on the Common Stock and on any
class or series of stock entitled to participate  therewith as to dividends when
and as declared by the Board of Directors  out of any assets  legally  available
for the payment of dividends.  Holders of Common Stock shall be entitled to such
dividends as may be declared by the Board of  Directors,  provided that (i) with
respect to  dividends  payable in cash,  the  distribution  per share of Class A
Common  Stock must be equal to at least  110% of the amount of the  distribution
per share of Class B Common  Stock and (ii) with  respect to  dividends or other
distributions  payable other than in cash, including  distributions  pursuant to
stock  dividends or stock splits or  divisions,  the  distribution  per share of
Class A Common Stock must be identical to the  distribution per share of Class B
Common Stock, except that a dividend or other distribution to holders of Class A
Common  Stock may be declared  and issued in Class A Common Stock and a dividend
or other  distribution  to holders of Class B Common  Stock may be declared  and
issued in either Class A Common Stock or Class B Common Stock  provided  that in
each case the number of shares so  declared  and issued on a per share  basis to
such holders is the same.

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

     The foregoing  Articles of Amendment to the Articles of Incorporation  were
duly adopted and approved by the holders of the  Corporation's  voting stock and
by the board of directors of the Corporation, in each case, by unanimous written
consent in lieu of a meeting,  pursuant to Sections 607.0704 and 607.0821 of the
Florida Business Corporation Act, as of April 16, 2001. The number of votes cast
was sufficient for approval.

     IN  WITNESS  WHEREOF,  the  undersigned  Chairman  of the  Board  and Chief
Executive  Officer has executed  these  Articles of Amendment to the Articles of
Incorporation this 16th day of April, 2001.

                                        BANKATLANTIC BANCORP, INC.



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

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