SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                                   FORM 10K/A

 [X] Amendment to Application or Report Filed Pursuant to Section 13 or 15 (d)
            of the Securities Exchange Act of 1934 [No Fee Required]

                      For the year ended December 31, 1999

                             Commission File Number
                                     34-027228



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



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

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




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



                  AMENDMENT NO. 1 TO ANNUAL REPORT ON FORM 10K


<PAGE>



     The undersigned  Registrant  hereby amends the following  items,  financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
year ended December 31, 1999, as set forth in the pages attached hereto:

     Add the following items to Part III:

        Item 10. Directors and Executive Officers of the Registrant.
        Item 11. Executive Compensation.
        Item 12. Security Ownership of Certain Beneficial Owners and Management.
        Item 13. Certain Relationships and Related Transactions.

Such items are attached hereto.




<PAGE>


           ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The  following  table sets forth the names of the directors of the Company.
The table contains certain information with respect to the directors,  including
the principal occupation or employment for at least the previous five years, his
or her positions or offices at the Company,  BankAtlantic or Ryan Beck & Co. and
the number and percentage of shares of the Company's  Class A and Class B Common
Stock beneficially owned by each director as of March 1,
2000.
<TABLE>
<CAPTION>

                                                                               Amount and Nature of
                                                                             Beneficial Ownership as
                                                                                 of March 1, 2000
                                                                             -------------------------

                                                                                                           Percent    Percent
                                                          First                                              of        of
                                                          Became       Class A            Class B          Class A    Class B
                                                            a          Common             Common           Common     Common
                                                    Age   Director     Stock              Stock             Stock      Stock
                                                    ---   --------   ---------          ---------          -------    -------
 Name and Principal Occupation or Employment (1)           (5)
 -----------------------------------------------
<S>                                                 <C>   <C>        <C>                <C>                 <C>        <C>
 BRUNO DIGIULIAN.  . . . . . . . . . . . . . . .    66    1985          72,893 (4)(6)      48,425 (4)(6)      *          *
 Of  counsel, Ruden  McClosky  Smith  Schuster &
  Russell, P.A., a law firm.
 ALAN B.  LEVAN  (7) . . . . . . . . . . . . . .    55    1984       8,331,729 (2)(6)   5,483,352 (2)(6)    26.29      52.20
 Chairman of the Board, Chief  Executive Officer
  and President of the Company and BankAtlantic.
  Elected as an officer of BankAtlantic in 1987.
  President,  Chairman  of  the Board  and Chief
  Executive Officer of BFC Financial Corporation.
 BEN A.  PLOTKIN . . . . . . . . . . . . . . . .    44    1998         217,699 (6)            100             *          *
 Chairman, President and Chief Executive Officer
  of Ryan Beck & Co. since  January 1997, Senior
  Executive Vice President,  from  January  1996
  through 1997 and Executive Vice President,from
  December 1990 through January 1996.
 JARETT  S.  LEVAN (7) . . . . . . . . . . . . .    26    1999             144 (8)              0 (8)         *          *
 Corporate  Secretary  of  the Company and Bank-
  Atlantic  since  January  1999.  Jarett  Levan
  joined  BankAtlantic  in  January 1998, became
  Vice  President-Legal  Department in September
  1998,  Manager - Corporate  Communications  in
  November 1998 and in August 1999, President of
  BankAtlantic.com.   Jarett Levan has worked in
  various departments of BankAtlantic on a part-
  time  basis  since 1990.  Jarett  Levan joined
  BankAtlantic after completing law school.
 JOHN E.  ABDO . . . . . . . . . . . . . . . . .    56    1984          20,060 (2)        395,007 (2)(6)      *         3.86
 Vice  Chairman of the Company and BankAtlantic.
  Elected as an officer of BankAtlantic in 1987.
  President and  Chief Executive Officer of Abdo
  Companies,  Director  of   Benihana   National
  Corporation  and  Chairman  of  the  Board and
  President   of  Levitt   Corporation (formerly
  BankAtlantic Development Corporation).
 CHARLIE C.  WINNINGHAM,  II . . . . . . . . . .    67    1976         149,283 (3)(6)     102,751 (3)(6)      *         1.03
 President  of C. C. Winningham  Corporation,  a
  land surveying firm.
 STEVEN M. COLDREN.  . . . . . . . . . . . . . .    52    1986          40,805 (3)(6)      12,529 (3)(6)      *          *
 Chairman and President of  Business Information
  Systems,  Inc.,  a  distributor of  dictation,
  word  processing  and  computer equipment  and
  Chairman of Medical Information Systems Corp.,
  a distributor of hospital computer systems.
 IRA SIEGEL  (8) . . . . . . . . . . . . . . . .    55    1999               0                  0             *          *
 President  of eData.com, formally president and
  chief executive officer of LEXIS-NEXIS.
 MARY E. GINESTRA  . . . . . . . . . . . . . . .    75    1980          64,730 (6)         35,854 (6)         *          *
 Private Investor
----------------------------
*    Less than one percent of the class.
<PAGE>
<FN>
(1)      Except as otherwise  indicated,  there has been  no change in principal
         occupation or employment during the past five years.
(2)      Mr. Alan Levan has sole  voting and  investment  power with  respect to
         83,294  shares  of Class B Common  Stock and  12,831  shares of Class A
         Common Stock. The security ownership indicated above for Mr. Alan Levan
         includes  8,296,890  Class A common shares and 4,876,124 Class B common
         shares  owned by BFC (See  "Security  Ownership  of Certain  Beneficial
         Owners and Management").  BFC Financial Corporation may be deemed to be
         controlled by Alan B. Levan and John E. Abdo, who  collectively  may be
         deemed  to have an  aggregate  beneficial  ownership  of  61.4%  of the
         outstanding common stock of BFC.
(3)      Shares  beneficially  owned by the indicated director and his wife are:
         Mr.  Coldren  - 1,225  Class A  shares,  360  Class B  shares;  and Mr.
         Winningham  -  109,703  Class A  shares,  80,811  Class B  shares.  The
         indicated  director shares voting and investment  power with respect to
         these shares.
(4)      Mr.  DiGiulian's  wife  beneficially  owns 33,313  Class A shares and
         26,485 Class B shares.
(5)      Indicates  date of  becoming a director of BankAtlantic.  Each director
         became a  director of  the  Company on  July 13, 1994 when BankAtlantic
         completed its reorganization into a holding company  structure,  except
         for Mr. Plotkin who became a director in  1998 and Mr. Jarett Levan who
         became a director in 1999.
(6)      Includes  beneficial  ownership  of the  following  shares which may be
         acquired  within 60 days  pursuant to stock  options:  Mr.  DiGiulian -
         39,580  Class A shares,  21,940  Class B shares;  Mr.  Coldren - 39,580
         Class A shares,  12,169 Class B shares;  Mrs. Ginestra - 39,580 Class A
         shares,  21,940 Class B shares; Mr. Winningham - 39,580 Class A shares,
         21,940 Class B shares;  Mr.  Plotkin - 62,329 Class A shares;  Mr. Alan
         Levan,  22,008  Class A shares,  526,434  Class B shares;  and Mr. Abdo
         263,218 Class B shares.
(7)      Jarett Levan is Alan  Levan's  son.  Jarett Levan is Trustee to various
         family  trusts and may be deemed to be a beneficial  owner of shares of
         BFC Financial Corporation.
(8)      Mr.  Siegel was  appointed to the Board of Directors on October 1, 1999
         pursuant  to an  agreement.  The  agreement  was  part  of a  strategic
         alliance  between the Company and eData.com and in connection with such
         alliance,  eData.com  acquired  848,364  shares of  restricted  Class A
         Common Stock of the Company.  Mr. Siegel,  the President and a Director
         of  eData.com,  disclaims  beneficial  ownership  of the Class A Common
         Stock owned by eData.com.
</FN>
</TABLE>



<PAGE>


IDENTIFICATION OF  EXECUTIVE OFFICERS AND CERTAIN SIGNIFICANT EMPLOYEES

       At  December  31, 1999 the  following  individuals  were the  executive
officers of the Company and/or its wholly owned subsidiary, BankAtlantic:

<TABLE>
<CAPTION>
            Name                 Age                                  Position
 ---------------------------   --------- ---------------------------------------------------------------------
<S>                               <C>    <S>
 Alan B. Levan                    55     Chairman of the Board,  Chief  Executive  Officer and  President of
                                         the Company and BankAtlantic
 John E. Abdo                     56     Vice Chairman of the Company and BankAtlantic,  Chairman of the Board
                                         and President of BankAtlantic Development Corporation, a wholly owned
                                         subsidiary of BankAtlantic
 Frank V. Grieco                  55     Senior Executive Vice President and  Chief  Financial and  Accounting
                                         Officer of the Company and BankAtlantic
 Jean E. Carvalho                 65     Executive Vice President, Customer Service Manager of BankAtlantic
 Lewis F. Sarrica                 56     Executive Vice President and Chief Investment Officer of BankAtlantic
 Marcia K. Snyder                 45     Executive Vice President, Corporate Lending Division of BankAtlantic
 Andrea J. Weiner-Allen           43     Executive Vice President, Community Banking of BankAtlantic
 Jarett S. Levan                  26     President of BankAtlantic.com and  Corporate Secretary of the Company
                                         and BankAtlantic.

</TABLE>

     All  officers  serve  until they  resign or are  replaced or removed by the
Board of Directors.

     The following additional information is provided for the executive officers
shown above who are not directors of the Company:

     Frank V. Grieco  joined  BankAtlantic  in 1991 as a Senior  Executive  Vice
President.

     Jean E. Carvalho joined  BankAtlantic in December 1978 and became Executive
Vice President, Corporate Secretary in March 1997. Effective January 1, 1999 Ms.
Carvalho became the Customer Service Manager.

     Lewis F. Sarrica  joined  BankAtlantic  in April 1986 and became  Executive
Vice President, Chief Investment Officer in December 1986.

     Marcia K. Snyder joined  BankAtlantic in November 1987 and became Executive
Vice President, Commercial Lending Division in August 1989.

     Andrea J. Weiner-Allen joined BankAtlantic in May 1989 and became Executive
Vice  President,  Operations and  Management  Information  Services  Division in
December  1996.  In January  1999 Ms.  Allen became  Executive  Vice  President,
Community Banking.

     Subsequent to December 31, 1999, the following individuals became executive
officers of BankAtlantic:

     James A. White, Chief Financial Officer. Mr. White was previously Executive
Vice President and Chief Financial Officer of BOK Financial Corporation.

     Jay McClung,  Chief Credit  Officer.  Mr. McClung was previously  Executive
Vice President and Chief Credit Officer of Synovus Financial Corporation.

TIMELY FILING OF 16(A) REPORTS

     Based  solely  upon a review of the  copies of the forms  furnished  to the
Company,  the Company believes that during the year ended December 31, 1999, all
filing  requirements under Section 16(a) of the Securities  Exchange Act of 1934
applicable to its officers,  directors  and greater than 10%  beneficial  owners
were  complied with on a timely  basis,  except for two Form 3 reports  covering
Jarett Levan and Ira Siegel. Furthermore,  two Form 4 reports were filed late by
Lewis Sarrica and Bruno DiGiulian covering one transaction each.



<PAGE>
                         ITEM 11. EXECUTIVE COMPENSATION

         Officers of the Company receive no additional  compensation  other than
that paid by the Company's subsidiaries.  The following table sets forth certain
summary information  concerning  compensation paid or accrued by BankAtlantic or
Ryan, Beck to or on behalf of BankAtlantic's Chief Executive Officer ("CEO") and
each of the  four  other  highest  paid  executive  officers  (determined  as of
December 31, 1999) for the fiscal years ended December 31, 1999, 1998 and 1997:
<TABLE>
<CAPTION>
                                                                              Long-Term Compensation
                                                                        --------------------------------------
                                          Annual Compensation                    Awards             Payouts
                                 -----------------------------------------------------------------------------
                                                              Other    Restricted    Number                       All
       Name and                                              Annual       Stock     of Stock                     Other
       Principal                                            Compensa-   Award(s)     Options        LTIP        Compen-
       Position         Year        Salary        Bonus     tion ($)       ($)       Awarded       Payouts       sation
 ----------------------------------------------------------------------------------------------------------------------------
<S>                     <C>    <C>            <C>               <C>         <C>      <C>
 Alan B. Levan -        1999   $   372,705    $   20,000        -           -        69,000           -      $    141,467 (b)
 Chairman of the        1998       370,639          -           -           -        60,000                       149,747 (b)
 Board, CEO,            1997       350,574          -           -           -        93,750                       156,432 (b)
 President

 Frank V. Grieco -      1999       318,925        20,000        -           -        34,500           -             1,640 (a)
 Senior Executive       1998       305,724          -           -           -        30,000           -             2,100 (a)
 Vice
 President, Chief       1997       292,540        59,000                             46,877                         1,600 (a)
 Financial and
 Accounting Officer

 Lewis F. Sarrica -     1999       234,834        70,000        -           -        17,250           -             1,640 (a)
 Executive Vice         1998       225,519          -           -           -        15,000           -             2,100 (a)
 President, Chief       1997       210,812        31,251                             23,440                         1,600 (a)
 Investment Officer

 Marcia Snyder -        1999       208,998        95,000        -           -        17,250           -             1,640 (a)
 Executive Vice         1998       200,919          -           -           -        17,250           -             2,100 (a)
 President,             1997       179,970        65,500                             28,956                         1,600 (a)
 Corporate Lending

 Ben A. Plotkin -       1999       263,688      1,025,000       -           -        34,500        150,000         42,687
 Chairman, President    1998  (d)  135,475       722,600        -      1,253,944(c)     -             -                 -
 and Chief Executive    1997         N/A            -                       -           -             -                 -
 Officer of Ryan, Beck
 & Co., Director of
 the Company
<FN>
(a) BankAtlantic  contributes $1,600 to its 401(k) savings plan on behalf of the
    named  executive for all years,  and the issuance of Preferred  Stock with a
    value of $500 by a Real Estate  Investment  Trust  ("REIT ")  controlled  by
    BankAtlantic during 1998. A dividend payment for the REIT for 1999 was $40.
(b) Includes  $1,600 for all  years,  BankAtlantic  contributions  to its 401(k)
    savings  plan on behalf of Mr. Alan Levan,  Preferred  Stock with a value of
    $500  issued by a REIT  controlled  by  BankAtlantic  during  1998 and a $40
    dividend  payment for the REIT for 1999 and  $139,827  in 1999,  $147,647 in
    1998 and $154,832 in 1997  representing the value of the benefit received by
    Mr.  Alan  Levan in  connection  with  premiums  paid by the  Company  for a
    split-dollar   life   insurance   policy.   See  Executive   Compensation  -
    Split-Dollar Life Insurance Plan.
(c) During the year ended  December 31, 1998,  Mr.  Plotkin was awarded  132,237
    shares of  restricted  Class A Common Stock which at December 31, 1998 had a
    fair market value of $740,520. 109,697 of the shares were issued on June 30,
    1998 under the Restricted Stock Award Plan for Key Employees of Ryan, Beck &
    Co.  These  shares vest on June 30,  2002.  22,540 of the shares were issued
    under the  BankAtlantic  Bancorp 1998  Restricted  Stock  Incentive  Plan on
    December  15,  1998 and had a fair  market  value of  $127,400 on that date.
    These shares vested in January 2000. During the year ended December 31, 1999
    and 1998,  Mr.  Plotkin  received  $12,687  and $5,141 of  dividends  on the
    restricted  stock awards.  The dividends were paid at the same dividend rate
    as the  Company's  Class A  Common  Stock.  On March  1,  2000  Mr.  Plotkin
    exchanged  his 109,697  shares of  restricted  Class A Common  Stock for the
    establishment  of a  $1.1  million  deferred  account  in  the  BankAtlantic
    Bancorp-Ryan Beck Deferred Compensation Plan.
(d) Mr.  Plotkin became an Executive  Officer of the Company in connection  with
    the Company's acquisition of Ryan, Beck & Co. on June 30, 1998. Accordingly,
    amounts shown in the table for Mr. Plotkin  reflect only amounts paid to Mr.
    Plotkin during the period from July 1, 1998 to December 31, 1998.

</FN>
</TABLE>

OPTIONS GRANTS TABLE

         The following table sets forth information concerning individual grants
of stock  options to the named  executives  in the  Summary  Compensation  Table
pursuant to the  Company's  1996 and 1998 Stock  Option  Plans during the fiscal
year ended December 31, 1999. The Company has not granted and does not currently
grant stock appreciation rights.
<TABLE>
<CAPTION>
                                     Individual Grants                        Potential Realizable
                     ----------------------------------------------------      Value at Assumed
                      Number of     % of Total                               Annual Rates of Stock
                     Securities      Options                                   Price Appreciation
                     Underlying     Granted to     Exercise                    for Option Term (2)
                       Options     Employees in    Price Per   Expiration    ---------------------
 Name                Granted (1)    Fiscal Year     Share         Date         5%($)       10%($)
 ----                ----------    ------------    ---------   ----------     -------     -------
<S>                     <C>             <C>       <C>            <C>         <C>         <C>
 Alan B. Levan          69,000          4.49      $   6.20       4-6-09      $274,958    $691,048
 Frank V. Grieco        34,500          2.24          6.20       4-6-09       137,479     345,524
 Lewis F. Sarrica       17,250          1.12          6.20       4-6-09        68,739     172,762
 Marcia Snyder          17,250          1.12          6.20       4-6-09        68,739     172,762
 Ben Plotkin            34,500          2.24          6.20       4-6-09       137,479     345,524
 ---------------
<FN>

(1)  Options  vest  on  April 6, 2004.  All  option grants are in Class A Common
     Stock.

(2)  Amounts for the named  executive have been  calculated by  multiplying  the
     exercise price by the annual  appreciation  rate shown  (compounded for the
     remaining  term of the options),  subtracting  the exercise price per share
     and  multiplying  the gain per share by the number of shares covered by the
     options.  The  dollar  amounts  under  these  columns  are  the  result  of
     calculations  based upon  assumed  rates of annual  compounded  stock price
     appreciation  specified  by  regulation  and are not  intended  to forecast
     actual future appreciation rates of the Company's stock price.
</FN>
</TABLE>

AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUE TABLE

     The following table sets forth as to each of the named  executive  officers
information with respect to option exercises during 1999 and the status of their
options on December  31,  1999:  (i) the number of shares of Class A and Class B
Common Stock underlying options exercised during 1999, (ii) the aggregate dollar
value  realized  upon the  exercise of such  options,  (iii) the total number of
exercisable and non-exercisable stock options held on December 31, 1999 and (iv)
the aggregate dollar value of in-the-money  exercisable  options on December 31,
1999.
<TABLE>
<CAPTION>

                                                             Number of Securities               Value of Unexercised
                         Number of                           Underlying Unexercised            In-the-Money Options on
                          Class B                             Options on 12/31/99                    12/31/99 (1)
                          Shares                   --------------------------------------- -----------------------------
                         Acquired        Value
                           Upon        Realized       Exercisable        Unexercisable
                          Exercise       Upon      ------------------  -------------------
 Name                    of Option     Exercise    Class A   Class B   Class A   Class B    Exercisable   Unexercisable
 -----------------     ------------  ------------  --------  --------  --------  --------   -----------   -------------
<S>                          <C>    <C>              <C>      <C>       <C>       <C>      <C>           <C>
 Alan B. Levan               0      $      0         22,008   263,217   392,264   263,217  $   456,418   $    433,966
 Frank V. Grieco          34,500        122,476           0    97,113   207,140   131,612      168,394        216,989
 Lewis F. Sarrica            0             0              0    65,811    13,575    65,811      114,116        108,503
 Marcia Snyder               0             0              0    65,811   103,575    65,811      114,116        108,503
 Ben A. Plotkin              0             0         53,557         0    61,019         0            0              0
<FN>

(1)  Based upon fair market values of $4.13 and $5,13 at December 31, 1999 which
     is the closing price for Class A and Class B Common Stock, respectively, as
     reported  on the New York  Exchange  for the  Class A Common  Stock and the
     Nasdaq  National  Market for the Class B Common  Stock on the last  trading
     date of 1999.
</FN>
</TABLE>
<PAGE>


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The Board of Directors  has  designated  Directors  DiGiulian,  Winningham,
Coldren  and  Ginestra to serve on the  Compensation  Committee.  The  Company's
executive officers are also executive officers of BankAtlantic or Ryan, Beck and
are  compensated by  BankAtlantic  or Ryan Beck, as  applicable,  and receive no
additional  compensation from the Company.  Ryan Beck's  Compensation  Committee
determines how Ryan Beck executive officers are compensated.

LONG-TERM INCENTIVE PLAN

     A  Long-Term  Incentive  Compensation  Plan  is  the  primary  vehicle  for
providing long-term compensation to those officers who have a more direct impact
on creating shareholder value.  Executive officers are eligible to receive on an
annual basis, subject to 5 year vesting,  deferred  compensation of $10,000 each
if certain corporate profits are achieved. The same individuals will be eligible
to receive,  subject to 5 year vesting,  deferred  compensation of an additional
$10,000 each if higher corporate profits are achieved.

STOCK OPTIONS

     Executive  officers of BankAtlantic were granted stock options during 1999.
All of the stock  options were granted with an exercise  price equal to at least
100% of the market  value of Class A Common  Stock on the date of the grant.  As
such,  the higher the trading price of the Class A Common Stock,  the higher the
value of the stock options. The granting of options is totally discretionary and
options are awarded based on an assessment of an employee's  contribution to the
success and growth of the Company. Grants of stock options to executive officers
are generally made upon the  recommendation  of the CEO based on the level of an
executive's position with the Company, BankAtlantic or Ryan, Beck, an evaluation
of the executive's past and expected performance,  the number of outstanding and
previously  granted  options and  discussions  with the executive.  The Board of
Directors  believes that providing  executives with  opportunities to acquire an
interest in the growth and prosperity of the Company  through the grant of stock
options will enable the Company and BankAtlantic to attract and retain qualified
and experienced  executive  officers and offer  additional long term incentives.
The Board of Directors  believes that  utilization of stock options more closely
aligns the executives' interests with those of the Company's shareholders, since
the  ultimate  value of such  compensation  is directly  dependent  on the stock
price.

SPLIT-DOLLAR LIFE INSURANCE PLAN

     BankAtlantic   adopted   the   Split-Dollar   Life   Insurance   Plan  (the
"Split-Dollar  Plan")  in  1996.  Mr.  Levan  is  the  only  participant  in the
Split-Dollar  Plan. Under the Split-Dollar  Plan and its accompanying  agreement
with Mr. Levan,  BankAtlantic  arranged for purchase of an insurance policy (the
"Policy")  insuring the life of Mr. Levan.  Pursuant to its  agreement  with Mr.
Levan,  BankAtlantic  will make premium  payments for the Policy.  The Policy is
anticipated to accumulate  significant  cash value over time. Mr. Levan owns the
Policy but  BankAtlantic  will be reimbursed for the amount of premiums the Bank
pays for the Policy upon the earlier of Mr. Alan  Levan's  retirement  or death.
The portion of the amount paid in prior years  attributable  to the 1999 premium
for the  insurance  policy  that is  considered  compensation  to Mr.  Levan  is
included in the Summary Compensation Table.


<PAGE>


     ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Listed in the table below are the beneficial owners known by the Company to
hold as of May 31, 1999 more than 5% of the Company's  outstanding common stock.
In addition,  this table includes the outstanding securities  beneficially owned
by the  executive  officers  listed in the  Summary  Compensation  Table and the
number  of  shares  owned  by  directors  and  executive  officers  as a  group.

<TABLE>
<CAPTION>

                                          Class A         Class B
                                        Common Stock    Common Stock     Percent of     Percent of
                                           as of           as of           Class A       Class B
 Name of Beneficial Owner              March 1, 2000   March 1, 2000    Common Stock   Common Stock
 ----------------------------------   --------------   -------------   -------------   ------------
<S>                        <C>   <C>       <C>             <C>             <C>            <C>
 BFC Financial Corporation (1)(2)(3)       8,296,890       4,876,124       26.20          48.84
 Dimensional Fund Advisors, Inc. (6)               0         703,352         *             7.05
 Alan B. Levan (1)(3)                      8,331,729       5,483,852       26.29          52.20
 Frank V. Grieco (5)                           7,609         237,834         *             2.33
 Lewis F. Sarrica (5)                          4,860         156,895         *             1.55
 Marcia Snyder (5)                             9,655         143,740         *             1.42
 Ben Plotkin (4)                             217,699             100         *              *

 All directors and executive officers
 of  the Company and BankAtlantic, as
 a  group  (persons,  including   the
 individuals identified above)             8,919,467       6,681,664       27.96%         58.59%
 ----------------------------------
 *  Less than one percent of the class.
<FN>

(1)  BFC Financial  Corporation  may be deemed to be controlled by Alan B. Levan
     and John E.  Abdo  who  collectively  may be  deemed  to have an  aggregate
     beneficial  ownership of 61.4% of the outstanding  common stock of BFC. Mr.
     Alan  Levan  serves  as  Chairman,   President  and  CEO  of  the  Company,
     BankAtlantic  and BFC and Mr. Abdo serves as Vice  Chairman of the Company,
     BankAtlantic  and BFC. Mr. Abdo is also Chairman of the Board and President
     of  BankAtlantic   Development   Corporation   ("BDC"),   a  subsidiary  of
     BankAtlantic.

(2)  BFC's and Alan Levan's mailing address is 1750 East Sunrise Boulevard, Fort
     Lauderdale, Florida 33304.

(3)  Mr.  Alan Levan may be deemed to be the  beneficial  owner of the shares of
     Class A and  Class B  Common  Stock  beneficially  owned  by BFC  Financial
     Corporation  ("BFC"), a financial services and savings bank holding company
     by virtue of Mr. Alan Levan's control of Levan  Enterprises,  Ltd. Mr. Alan
     Levan may also be  deemed to  beneficially  own  526,434  shares of Class B
     Common  Stock  and  22,008  shares  of Class A Common  Stock  which  can be
     acquired  within 60 days  pursuant  to stock  options and 368 shares of the
     Company's  Class A Common  Stock and 207  shares of the  Company's  Class B
     Common Stock held by Levan Enterprises, Ltd.

(4)  Mr. Plotkin beneficially owns 94,391 shares of Class A Common Stock and 100
     shares of Class B Common  Stock.  Mr.  Plotkin is also the  Trustee for the
     benefit of Ross and Marc Plotkin under an irrevocable  trust holding 38,151
     shares of Class A Common Stock. Mr. Plotkin disclaims  beneficial ownership
     of 288 shares of Class A Common Stock held by his son. Mr. Plotkin may also
     be deemed  the  beneficial  owner of 8,772  shares of Class A Common  Stock
     which can be  acquired  within 60 days as a  consequence  of Mr.  Plotkin's
     ownership of the Company's 6 3/4% Convertible  Subordinated  Debentures and
     53,557 Class A Common shares which may be acquired  within 60 days pursuant
     to stock options.

(5)   Mr. Grieco, Mr. Sarrica and Ms. Snyder  beneficially owns 228,725, 131,622
     and  131,622  shares of Class B Common  Stock,  respectively,  which can be
     acquired within 60 days pursuant to stock options.

(6)  Dimensional  Fund Advisors,  Inc.'s  mailing  address is 1299 Ocean Avenue,
     Santa Monica, CA 90401.
</FN>
</TABLE>


<PAGE>


                  ITEM 13. DIRECTOR AND MANAGEMENT INDEBTEDNESS


DIRECTOR AND MANAGEMENT INDEBTEDNESS

     BankAtlantic,  in the ordinary  course of its business,  makes mortgage and
other  installment loans to its employees,  officers and directors.  These loans
are made pursuant to normal lending criteria and in management's judgment do not
involve  more than the  normal  risk of  collectability  nor  present  any other
unfavorable features. Employees,  officers and directors of BankAtlantic,  prior
to May 31, 1990,  received a preferential  interest rate on home mortgage loans.
Executive  officers and  directors  have not been  entitled to reduced  rates or
reduced points on any new loans granted after May 31, 1990.

     The  following  table sets forth certain  information,  as of March 1, 2000
with  respect  to loans  made by  BankAtlantic  to its  executive  officers  and
directors and members of their immediate families,  who had aggregate borrowings
of $60,000 or greater from BankAtlantic at any time since January 1, 1999.
<TABLE>
<CAPTION>

                                            Highest           Outstanding
                                       Amount Outstanding      Balance at    Interest
Name and Capacity in Which Served    Since January 1, 1999   March 1, 2000     Rate
---------------------------------    ---------------------   -------------   --------
<S>                                         <C>                 <C>           <C>
Jean E. Carvalho, Executive Vice
 President                                  $ 80,947            $      0        (1)
Charlie C. Winningham II, Director           177,319             162,015      7.50% *
------------------

*    Denotes preferential rate
<FN>

(1)  Equity  credit line is prime plus 1% and first  mortgage  loan bears a with
     preferential employee rate of 8.75%
</FN>
</TABLE>


<PAGE>



     Pursuant to the  requirement  of  Sections  13 and 15(d) 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 1, 2000                           By:  /s/ James A. White
                                           ----------------------------
                                           Executive Vice President and
                                           Chief Financial Officer