-SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

BFC FINANCIAL CORPORATION
(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

[x] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.

(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

BFC Financial Corporation
P.O. Box 5403
Fort Lauderdale, FL 33310-5403

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on August 27, 1999

Fort Lauderdale, Florida
August 4, 1999

To the Stockholders of BFC Financial Corporation:

The Annual Meeting of Stockholders of BFC Financial Corporation (the "Company")
will be held at the Westin Hotel Fort Lauderdale, 400 Corporate Drive (I-95 and
Cypress Creek Road), Fort Lauderdale, FL 33334, on Friday, August 27, 1999, at
9:30 AM local time for the following purposes:

1. To elect two members to the Board of Directors for a term of three
years;

2. To transact such other business as may properly come before the
Annual Meeting or any adjournment or postponement thereof,
including any matters relating or incident to the foregoing.

The foregoing matters are described in more detail in the Proxy Statement which
forms a part of this Notice.

Only stockholders of record of Class B Common Stock at the close of business on
July 30, 1999 are entitled to notice of and to vote at the Annual Meeting. Class
A Common Stockholders will not be entitled to vote at this meeting,

Enclosed for your review and consideration is a proxy statement in connection
with the solicitation of proxies on behalf of the Board of Directors of the
Company for use at the Annual Meeting of Stockholders. You are urged to read the
proxy statement carefully. YOUR VOTE IS IMPORTANT.

Whether or not you expect to attend the meeting in person, please mark, sign and
return the accompanying proxy card in the enclosed envelope. If you later desire
to revoke your proxy, you may do so at any time prior to its exercise by giving
written notice to the Secretary of the Company, by execution of a subsequent
dated proxy or by personally attending and voting at the Annual Meeting. Any
proxy which is not revoked will be voted at the meeting as directed in the
proxy, or, where no direction is given, the proxy will be voted in accordance
with the recommendations of the Board of Directors.

Sincerely,

/S/ Glen R. Gilbert
-------------------
Glen R. Gilbert
Secretary

BFC Financial Corporation
P.O. Box 5403
Fort Lauderdale, FL 33310-5403

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of proxies
to be used at the 1999 Annual Meeting of Stockholders (the "Annual Meeting") of
BFC Financial Corporation (the "Company") to be held on Friday, August 27, 1999
commencing at 9:30 AM, local time, at the Westin Hotel Fort Lauderdale, 400
Corporate Drive (I-95 and Cypress Creek Road), Fort Lauderdale, FL 33334, and
any adjournment thereof for the purposes set forth in the accompanying Notice of
Meeting.

This solicitation of proxies is made on behalf of the Board of Directors of BFC
Financial Corporation.

Each proxy solicited hereby, if properly executed and received by BFC Financial
Corporation prior to the Annual Meeting and not revoked prior to its use, will
be voted in accordance with the instructions contained therein. Executed proxies
with no instructions contained therein will be voted for the election of the
nominees as directors described below. Although the Board of Directors is
unaware of any matters to be presented at the Annual Meeting other than matters
disclosed herein, if any other matters are properly brought before the Annual
Meeting, the persons named in the enclosed form of proxy will vote as proxies in
accordance with their own best judgment on those matters.

Only holders of the Company's Class B Common Stock will be entitled to vote at
the Annual Meeting.

Any stockholder signing and returning a proxy on the enclosed form has the power
to revoke it at any time before it is exercised by notifying the Secretary of
the Company in writing at the address set forth above, by submitting a duly
executed proxy bearing a later date or by attending the Annual Meeting and
voting in person.

Record Date; Stockholders' Entitled to Vote

Only stockholders of record of BFC Financial Corporation Class B Common Stock,
$0.01 par value per share ("Class B Common Stock"), at the close of business on
July 30, 1999 are entitled to vote at the Annual Meeting. On that day, there
were issued and outstanding 2,355,407 shares of Class B Common Stock. The Class
B Common Stock constitutes the only class of capital stock of the Company
entitled to vote at the Annual Meeting. Holders of the Company's Class A Common
Stock are not entitled to vote on any of the matters to be submitted for a vote
at the Annual Meeting. Each Class B Common Stockholder is entitled to one vote
for each share of Class B Common Stock share held. See "Quorum and Required
Vote" and "Security Ownership Of Certain Beneficial Owners And Management".

Quorum and Required Vote

A majority of the outstanding shares of Class B Common Stock, represented in
person or by proxy, constitutes a quorum for the transaction of business at the
Annual Meeting. In the event that there are not sufficient shares represented
for a quorum, the Annual Meeting may be adjourned from time to time until a
quorum is obtained.

Vote Required for Approval

The election of directors will require the affirmative vote of a plurality of
the shares of Class B Common Stock voting in person or by proxy at the Annual
Meeting; accordingly, votes that are withheld and broker non-votes will not
affect the outcome of the election.

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 June 30, 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 and directors and the number of shares owned by directors
and executive officers as a group.

Class A Class B
Common Stock Common Stock
Ownership Ownership Percent of Percent of
as of as of Class A Class B
Name of Beneficial Owner June 30, 1999 June 30, 1999 Common Stock Common Stock
- ------------------------ ------------- ------------- ------------ ------------

I.R.E. Realty Advisory Group, Inc. (2)(5) 1,375,000 500,000 21.30% 9.52%
I.R.E. Properties, Inc. (5) 375,832 136,666 5.82% 2.60%
I.R.E. Realty Advisors, Inc. (5) 666,108 242,221 10.32% 5.66%
Florida Partners, Corporation (5) 366,614 133,314 5.68% 2.54%
Levan Enterprises, Ltd. (2)(3)(5) 153,629 55,865 2.38% 1.06%
Alan B. Levan (1)(3)(5) 2,940,483 2,339,673 45.56% 44.55%
John E. Abdo (1)(5) 1,019,563 1,720,750 15.80% 32.76%
Dr. Herbert A. Wertheim (4) 1,145,232 416,448 17.74% 7.93%
Glen R. Gilbert (1)(5) 2,690 143,478 0.04% 2.73%
Earl Pertnoy (1)(5) 18,975 78,150 0.29% 1.49%
Carl E.B. McKenry, Jr. (1)(5) 688 63,000 0.01% 1.20%
All directors and executive officers
of the Company as a group
(5 persons, including the
Individuals identified above) (1)(2)(3) 3,982,399 4,345,051 61.70% 82.73%

~~~~~~~~~~~~~~~~~~~~~~
(1) Amount and nature of beneficial ownership and percent of class include
shares that may be acquired within 60 days pursuant to exercise of stock
options to purchase Class B Common Stock as follows:

Number of
Name Shares
---- ------
Alan B. Levan 1,270,407
John E. Abdo 1,350,000
Glen R. Gilbert 142,500
Earl Pertnoy 71,250
Carl E.B. McKenry 62,750
---------
Total 2,896,907
=========

(2) BFC owns 45.5% of I.R.E. Realty Advisory Group, Inc.

(3) Levan Enterprises, Ltd. is a controlling and majority shareholder of
I.R.E. Realty Advisors, Inc., I.R.E. Properties, Inc. and may be deemed
to be the controlling shareholder of I.R.E. Realty Advisory Group, Inc.
and Florida Partners Corporation. Levan Enterprises, Ltd. is a "family"
limited partnership whose sole general partner is Levan General Corp., a
corporation 100% owned by Alan B. Levan. Therefore, Mr. Levan may be
deemed to be the beneficial owner of the shares of Common Stock owned by
such entities. Additionally, Mr. Levan may be deemed to be the beneficial
owner of 3,300 shares of Class A Common Stock and 1,200 shares of Class B
Common Stock held of record by Mr. Levan's wife and 1,270,407 shares of
Class B Common Stock which can be acquired within 60 days pursuant to
stock options in addition to his personal holdings of Common Stock, for
an aggregate beneficial ownership of 2,940,483 shares of Class A Common
Stock (45.56%) and 2,339,673 shares of Class B Common Stock (44.55%).

(4) Dr. Wertheim's ownership was reported in a Rebuttal of Control Agreement
filed on December 20, 1996 with the Office of Thrift Supervision (as
adjusted for stock splits since the date of filing). The Rebuttal of
Control Agreement indicates that Dr. Wertheim has no intention to manage
or control, directly or indirectly, BFC Financial Corporation. Dr.
Wertheim's mailing address is 191 Leucadendra Drive, Coral Gables,
Florida 33156.

(5) Mailing address is 1750 East Sunrise Boulevard, Fort Lauderdale, Florida
33304.

BFC knows of no other persons who beneficially own 5% or more of its outstanding
Common Stock.

ELECTION OF DIRECTORS

The bylaws of BFC Financial Corporation provide that the Board of Directors
shall consist of not less than three nor more than twelve members divided into
three classes. The Board currently consists of four members. The term of two
directors expires at the Annual Meeting and it is therefore necessary to elect
directors to fill such vacancies to serve for a three year term, or until their
respective successor has been elected and qualified. The Board of Directors has
nominated Earl Pertnoy and John E. Abdo to serve as directors in the class whose
term expires at the 2002 Annual Meeting of Shareholders. The nominees are
currently members of the Company's Board of Directors.

There are no arrangements or understandings between the Company and any person
pursuant to which such person has been or will be elected a director and there
are no familial relationships between any director or officer of the Company.

Unless otherwise directed, each proxy executed and returned by a stockholder
will be voted for the election of the nominees shown below.

Board Of Directors

The following information is provided for each of the Company's current
directors.

Name Age Director Since Term Expires
---- --- -------------- ------------
Alan B. Levan 54 1978 2001
Earl Pertnoy 73 1978 1999
Carl E. B. McKenry, Jr. 70 1981 2000
John E. Abdo 56 1988 1999

All Directors are to serve until the election and qualification of their
respective successors.

The principal occupation and certain other information with respect to each
director, including the nominees are set forth below.

Nominees To Serve Three-Year Term Expiring At The 2002 Annual Meeting

EARL PERTNOY has been for more than the past five years a real estate investor
and developer. He has been a director of BFC and its predecessor companies since
1978 and is also a director of the corporate general partner of a public limited
partnership that is affiliated with BFC.

JOHN E. ABDO has been principally employed as President and Chief Executive
Officer of the Abdo Companies, Inc., a real estate development, construction and
brokerage firm, for more than five years. He has been a director of the Company
since 1988 and Vice Chairman of the Board of the Company since 1993. He has been
a director of BankAtlantic, since 1984, Chairman of the Executive Committee of
BankAtlantic since October 1985 and President of BankAtlantic Development
Corporation ("BDC"), a wholly-owned subsidiary of BankAtlantic, since 1985. He
has been Vice Chairman of the Board of BankAtlantic since April 1987. In 1994,
he became a director of BBC. He is also a director of Benihana, Inc., a national
restaurant chain.

Director Serving Three-Year Term Expiring At The 2001 Annual Meeting

ALAN B. LEVAN formed the I.R.E. Group (predecessor companies to BFC) in 1972.
Since 1978, he has been the Chairman of the Board, President, and Chief
Executive Officer of BFC or its predecessors. He is Chairman of the Board and
President of I.R.E. Realty Advisors, Inc., I.R.E. Properties, Inc., I.R.E.
Realty Advisory Group, Inc., U.S. Capital Securities, Inc., and Florida Partners
Corporation. He is President, Chairman of the Board and Chief Executive Officer
of BBC, the holding company for BankAtlantic, A Federal Savings Bank
("BankAtlantic"). He is an individual general partner and an officer and a
director of the corporate general partner of a public limited partnership that
is affiliated with BFC.

Director Serving Three-Year Term Expiring At The 2000 Annual Meeting

CARL E. B. McKENRY, JR. is the Director of the Small Business Institute at the
University of Miami in Coral Gables, Florida. He has been associated in various
capacities with the University since 1955. He has been a director of BFC since
1981 and is also a director of the corporate general partner of a public limited
partnership that is affiliated with BFC.

Meetings And Committees Of The Board Of Directors

During 1998, the Board of Directors held ten meetings. No director attended
fewer than seventy-five percent (75%) of the total number of meetings of the
Board of Directors or the committees on which such Board member served during
this period.

The members of the Audit Committee are Dr. Carl E. B. McKenry, Jr. and Earl
Pertnoy. The Audit Committee meets as needed but no less frequently than
annually to consider the findings of BFC Financial Corporation's independent
auditors and to evaluate policies and procedures relating to internal controls.
The Audit Committee held four meetings during the year ended December 31, 1998.

The members of the Compensation Committee are Dr. Carl E. B. McKenry, Jr. and
Earl Pertnoy. The Compensation Committee held one meeting during 1998. The
primary purpose of the Compensation Committee is to establish and implement
compensation policy and programs for BFC Financial Corporation executives. The
Compensation Committee also recommends the compensation arrangements for
executive officers and directors. It also serves as the Stock Option Committee
for the purpose of determining incentive stock options to be granted under the
BFC Financial Corporation Stock Option Plan.

The Board of Directors has no standing nominating committee.

Compensation Of Directors

Members of the Board of Directors of the Company who are not employees of the
Company receive $1,750 per month for serving on the Company's Board.
Additionally, members of the Audit Committee receive a fee of $1,000 per Audit
Committee meeting attended. Other than such compensation, there are no other
arrangements pursuant to which any director is compensated for his services as
such.

Identification And Background Of Executive Officers And Certain Significant
Employees

The Executive Officers of the Company are as follows:

Name Age Position
---- --- --------
Alan B. Levan 54 President, Chairman of the Board, Chief
Executive Officer and Director
John E. Abdo 56 Vice Chairman of the Board and Director
Glen R. Gilbert 54 Executive Vice President, Chief
Financial and Accounting Officer and
Secretary

The following persons are executive officers of BFC Financial Corporation's
principal subsidiary, BBC. Positions indicated are those held at BBC.

Name Age Position at BBC
---- --- ---------------
Alan B. Levan 54 Director, Chairman of the Board and
Chief Executive Officer
John E. Abdo 56 Director, Vice Chairman of the Board
Frank V. Grieco 55 Senior Executive Vice President and
Chief Accounting Officer
Steven D. Hickman 45 Chief Operating Officer

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

Background Of Executive Officers

ALAN B. LEVAN - See "Election Of Directors".

JOHN E. ABDO - See "Election Of Directors".

GLEN R. GILBERT has been Executive Vice President of BFC Financial Corporation
since July 1997. Prior to that date he served in the position of Senior Vice
President of the Company. In May 1987, he was appointed Chief Financial and
Accounting Officer and in October 1988, was appointed Secretary. He joined BFC
in November 1980 as Vice President and Chief Accountant. He has been a certified
public accountant since 1970. He serves as an officer of Florida Partners
Corporation and of the corporate general partner of a public limited partnership
that is affiliated with the Company. He has been Vice President and a director
of BDC, since 1997.

The principal occupation and certain other information with respect to the
executive officers of BBC is set forth below.

ALAN B. LEVAN - See "Election Of Directors".

JOHN E. ABDO - See "Election Of Directors".

FRANK V. GRIECO is Senior Executive Vice President of BBC and BankAtlantic. He
joined BankAtlantic in April 1991 as Senior Executive Vice President and became
Senior Executive Vice President of BBC at its inception in July 1994. He was a
director of BankAtlantic from 1991 through 1998 and a director of BBC from 1994
through 1998.

STEVEN D. HICKMAN joined BankAtlantic in August 1997 as Executive Vice
President, Community Banking and served in that position through June 1998 when
he became Chief Operating Officer of BankAtlantic. Prior to joining
BankAtlantic, Mr. Hickman was Director, Small Business Banking at Barnett Bank.

Executive Compensation

The following table and the notes thereto set forth information with respect to
the annual compensation paid by the Company and its subsidiaries, excluding BBC
and its subsidiaries, for services rendered in all capacities during the year
ended December 31, 1998 to each of the executive officers of the Company as well
as total annual compensation paid to each of those individuals for the prior two
years.

Annual Compensation (1) Long-Term Compensation
Other Awards Payouts All
Name and Annual Restricted Stock Other
Principal Compen- Stock Options LTIP Compen-
Position Year Salary Bonus sation Awards(s) Awarded Payouts sation (2)
--------- ---- --------- -------- -------- ---------- --------- -------- ----------
($) ($) ($) ($) (#) ($) ($)

Alan B. Levan 1998 $ 515,753 - - - 225,000 2,926 74,653
Chairman of the Board, 1997 509,910 - - - 375,000 1,628 80,495
President and Chief 1996 508,176 - - - - 1,662 80,774
Executive Officer

John E. Abdo 1998 - - - - 225,000 - -
Vice Chairman of the 1997 - - - - 375,000 - -
Board 1996 - 39,000 - - - - -

Glen R. Gilbert 1998 210,625 8,070 - - 30,000 2,926 -
Executive Vice President, 1997 210,625 8,070 - - 93,750 1,628 -
Chief Financial Officer 1996 209,817 7,760 - - - 1,662 -
and Secretary

~~~~~~~~~~~
(1) Excludes salary, bonuses and other compensation, respectively, paid by
BankAtlantic to Mr. Levan in the amount of $370,639, $0 and $151,847 for
1998, $350,574, $0 and $156,432 for 1997, and $321,168, $193,740 and
$158,045 for 1996. Excludes salary, bonuses and other compensation,
respectively, paid by BankAtlantic to Mr. Abdo in the amount of $190,997,
$0 and $2,100 for 1998, $175,000, $0 and $ 14,700 for 1997, and $175,000,
$0 and $13,899 for 1996. BBC paid no amounts to Mr. Levan or Mr. Abdo.
See also "Certain Relationships and Related Transactions".

(2) Represents reimbursements or payments for life and disability insurance.

(3) On July 13, 1999, the market price of the Company's Class B Common Stock
was $5.00.

Other than Mr. Levan and Mr. Abdo, executive officers of BBC and BankAtlantic do
not have significant executive responsibilities with respect to key policy
decisions of BFC.

Options/SAR Grants Table

The following table sets forth information concerning individual grants of stock
options to the named executives in the Compensation Table pursuant to BFC's
Stock Option Plan during the year ended December 31, 1998. BFC has not granted
and does not currently grant stock appreciation rights.

Individual Grants
-------------------------------------------------------
Potential Realizable
Value at Assumed
Number of % of Annual Rates of
Securities Total Options Stock Price
Underlying Granted to Exercise Appreciation for
Options Employees in Price Per Expiration Option Term
Name Granted (1) Fiscal Year Share Date 5% ($) 10% ($)
---- ----------- ------------- --------- ---------- ---------- -----------

Alan B. Levan 225,000 42.25% 10.33 1/13/2008 $1,462,166 $3,705,433
John E. Abdo 225,000 42.25% 10.33 1/13/2008 1,462,166 3,705,433
Glen R. Gilbert 30,000 5.63% 10.33 1/13/2008 194,955 494,057

~~~~~~~~~~
(1) Options are fully vested. All option grants are in Class B 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.

(3) On July 13, 1999, the market price of the Company's Class B Common Stock
was $5.00.

Aggregated Option/SAR Exercises And Fiscal Year End Option/SAR Value Table

The following table sets forth as to each of the named executive officers
information with respect to the number of shares of Class B Common Stock
acquired upon exercise of options during 1998 and underlying unexercised options
at December 31, 1998. BFC has not granted and does not currently grant stock
appreciation rights.

Number of Securities Value of Unexercised
Number of Value Underlying Unexercised In-The-Money Options
Shares Realized Options at 12/31/98 On 12/31/98 (1)
Acquired or Upon ---------------------- ---------------------
Name Exercised Exercise Exercisable Unexercisable Exercisable Unexercisable
---- --------- -------- ----------- ------------- ----------- -------------

Alan B. Levan - - 1,082,907 187,500 $4,524,868 $521,868
John E. Abdo - - 1,162,500 187,500 4,996,855 521,868
Glen R. Gilbert - - 95,625 46,875 263,902 149,216

(1) Based upon a price of $7.25, which was the price of the last sale as
reported by the National Quotation Bureau for 1998. On July 13, 1999, the
market price of the Company's Class B Common Stock was $5.00.

Long-Term Incentive Plan ("LTIP") Awards Table

BFC has made available a profit-sharing plan to all BFC employees (which does
not include BBC employees) who meet certain minimum requirements. BFC is not
required to make any contribution and the amount of BFC's contribution is
determined each year by the Board of Directors. It requires a uniform allocation
to each employee of 0% to 15% of compensation (with the maximum compensation
considered being $50,000). Vesting is in increments over a 7-year period to
100%. Alan B. Levan and Glen R. Gilbert are 100% vested. The amount indicated
below as "Threshold, Target and Maximum" represents the current balance held in
the profit sharing plan for the named individuals.

Performance Period
Amount of Until Maturation Threshold, Target
Name Award or Payment and Maximum
---- ----- ---------- -----------
Alan B. Levan $ 2,926 100% vested $111,770
Glen R. Gilbert $ 2,926 100% vested $88,974

Stock Performance Graph And Compensation Committee Report

Notwithstanding contrary statements set forth in any of the Company's previous
filings under the Securities Act of 1933 or the Securities Exchange Act of 1934
that might incorporate future filings, including this proxy statement, the Stock
Performance Graph and the Compensation Committee Report set forth below shall
not be incorporated by reference into such filings.

Stock Performance Graph

The following graph provides an indicator of cumulative total stockholder
returns for the Company as compared with the Total Return Index for the NASDAQ
Stock Market (U.S. companies) and Total Return Index for the NASDAQ Financial
Stocks:

[STOCK PERFORMANCE GRAPH GOES HERE]

12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
-------- -------- -------- -------- -------- --------

BFC Financial Corporation 100 94 179 306 882 571
Nasdaq U.S. Stocks 100 98 138 170 209 293
Nasdaq Bank Stocks 100 100 148 196 328 325

*Assumes $100 invested on December 31, 1993.

Compensation Committee Report

Directors McKenry and Pertnoy have been designated by the Board of Directors to
serve on the Compensation Committee. The Compensation Committee has provided the
following report on executive compensation.

Executive Officer Compensation

The Compensation Committee of BFC Financial Corporation met to consider the
appropriate compensation package to recommend to the Board of Directors for the
Chairman and President, Alan B. Levan. From the meeting the following elements
have been developed:

Executive Compensation Policy - BFC Financial Corporation's overall compensation
philosophy is to retain quality personnel, which is critical to both the
short-term and long-term success of BFC Financial Corporation. In order to
implement that philosophy, BFC Financial Corporation's approach to base
compensation is to offer competitive salaries in comparison to market practices.

Compensation History - Compensation to executive officers in mid 1991 was
voluntarily reduced based on the Company's transition from the real estate
syndication business to a savings bank holding company and the losses incurred
by the Company's savings bank subsidiary as it shifted its activities from those
of a traditional thrift to those more closely related to commercial banking.
During 1995, with the return of profitability at the savings bank subsidiary,
compensation was returned to pre-1991 levels.

General - During 1998 total compensation for all executives, including the
President, was maintained at the 1995, 1996 and 1997 levels. In deciding to
maintain this base compensation, market compensation levels and trends in the
labor market were considered and available market information was used as a
frame of reference for annual salary adjustments.

Stock Options -Stock options were granted to executive officers during 1998. All
of the stock options were granted with an exercise price equal to 100% of the
market values of the BFC Financial Corporation Class B Common Stock on the date
of the grant. As such, the stock options only have value if the value of BFC
Financial Corporation Class B Common Stock increases. 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 are based on the level of an executive's position with the
company, and evaluation of the executive's past and expected performance, the
number of outstanding and previously granted options and discussions with the
executive. The Committee believes that granting of stock options as a part of
executive compensation closely aligns the executives' interests with those of
BFC Financial Corporation stockholders, since the ultimate value of such
compensation is directly dependent on the stock price.

CEO Compensation - In evaluating the performance of the Chief Executive, Mr.
Levan, the committee considered BFC Financial Corporation's net worth, earnings
and stock price. The Committee also considered that Mr. Levan spends
considerable effort and attention in connection with the operations of
BankAtlantic and that the performance of BankAtlantic has been a substantial
factor in the success of BFC Financial Corporation.

1993 OBRA - Executive Compensation Tax Deductibility. The Omnibus Budget
Reduction Act ("OBRA") of 1993 included a provision which eliminates a company's
tax deduction for any compensation over one million dollars paid to any one of
the executives who appear in the Summary Compensation Table, subject to several
statutory exceptions. The Committee does not anticipate additional tax exposure
based on the Company's current executive compensation program.

The above report was submitted by Earl Pertnoy and Carl E. B. McKenry.

Certain Relationships And Related Transactions

Certain Business Relationships

Alan B. Levan, the President and a director of BFC, is also President and a
director of I.R.E. Properties, Inc., I.R.E. Realty Advisory Group, Inc., I.R.E.
Realty Advisors, Inc. and Florida Partners Corporation. Mr. Levan is also
Chairman of the Board and Chief Executive Officer of BBC and BankAtlantic. As
indicated under "Security Ownership of Certain Beneficial Owners and
Management", Mr. Levan may be deemed to be a controlling shareholder of BFC.
Messrs. Levan, Pertnoy and McKenry serve on the Board of Directors of the
managing general partner of a public limited partnership that is affiliated with
BFC. John E. Abdo, a director of BFC, is Vice Chairman of the Board of BBC and
BankAtlantic and is President and a director of BDC. Glen R. Gilbert, Executive
Vice President of BFC, is Vice President and a director of BDC.

In 1994, the Company agreed to participate in certain real estate opportunities
with John E. Abdo, Vice Chairman of the Board, and certain of his affiliates
(the "Abdo Group"). Under the arrangement, the Company and the Abdo Group will
share equally in profits after any profit participation due to any other
partners in the ventures and after interest earned on advances made by the
Company. The Company bears the risk of loss, if any, under the arrangement. On
such basis, in December 1994, an entity controlled by the Company acquired from
an unaffiliated seller approximately 70 acres of unimproved land known as the
"Center Port" property in Pompano Beach, Florida. Through December 31, 1998, 42
acres had been sold from the Center Port property to unaffiliated third parties
for approximately $11.7 million and the Company recognized net gains from the
sale of real estate of approximately $2.8 million. Included in cost of sales is
approximately $2.0 million, representing the Abdo Group's profit participation
from the transactions. All proceeds from the sale were utilized to reduce the
borrowing for which the Center Port property serves as partial collateral. At
December 31, 1998, the balance on this borrowing was approximately $1,000 and
was due to an unaffiliated lender. Payment of profit participation to the Abdo
Group will be deferred until the lender and the Company is repaid on loans,
advances and interest. The remainder of the Center Port property is currently
being marketed for sale.

Beginning in September 1998, BDC agreed to pay the Abdo Companies, Inc., which
is controlled by Mr. Abdo, $50,000 per month for services and management,
including activities relating to BankAtlantic, BBC, St. Lucie West Holding
Corporation and the BDC joint ventures. Additionally, as part of that
arrangement, the Abdo Companies will receive 10% of any of BDC's profits in the
ventures after BDC has received an aggregate 15% cumulative annual return on its
equity investments as part of the arrangement.

Management believes that all transactions between BFC and its affiliates were on
terms at least as favorable as could have been obtained from unaffiliated third
parties.

Appointment Of Independent Auditors

The Board of Directors has reappointed KPMG Peat Marwick, LLP as independent
auditors to audit the financial statements of BFC Financial Corporation for the
current fiscal year. Representatives of the firm of KPMG Peat Marwick, LLP are
expected to be present at the Annual Meeting and will have an opportunity to
make a statement if they so desire and will be available to respond to
appropriate questions.

Other Information

Stockholders' Proposals For Next Annual Meeting

Stockholders' proposals intended to be presented at the 2000 Annual Meeting must
be received by BFC Financial Corporation no later than March 1, 2000, for
inclusion in BFC Financial Corporation's proxy statement and form of proxy for
that meeting.

Expenses Of Solicitation

The cost of preparing, assembling, and mailing the proxy material and of
reimbursing brokers, nominees, and fiduciaries for the out-of-pocket and
clerical expenses of transmitting copies of the proxy material to the beneficial
owners of shares held of record by such persons will be borne by BFC Financial
Corporation. BFC Financial Corporation does not intend to solicit proxies
otherwise than by use of the mail, but certain officers and regular employees of
BFC Financial Corporation without additional compensation, may use their
personal efforts, by telephone or otherwise, to obtain proxies. The proxy
materials are being mailed to stockholders of record at the close of business on
July 30, 1999.

Other Business

The Board of Directors of the Company does not know of any other matters that
are to be presented for action at the meeting. Should any other matter come
before the meeting, however, the persons named in the enclosed Proxy shall have
discretionary authority to vote all shares represented by valid proxies with
respect to such matter in accordance with their judgment.

* * * * * * * * * * * * * * * * * * * * * * * * * * *

By Order of the Board of Directors

/S/ Glen R. Gilbert
-------------------
Glen R. Gilbert
Secretary

August 4, 1999

A COPY OF THE FORM 10-K AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
WILL BE FURNISHED WITHOUT CHARGE TO BENEFICIAL OWNERS OF THE COMPANY'S COMMON
STOCK AS OF THE RECORD DATE UPON WRITTEN REQUEST TO GLEN R. GILBERT, SECRETARY,
BFC FINANCIAL CORPORATION, P.O. BOX 5403, FORT LAUDERDALE, FL 33310-5403.

Appendix - Form of Proxy
REVOCABLE PROXY
BFC FINANCIAL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
Proxy Solicited On Behalf of the Board of Directors

The undersigned hereby appoints Glen R. Gilbert and Lourdes G. Lastres, or
either of them, the undersigned's proxies, with full power of substitution, to
vote all of the shares of Class B Common Stock of BFC FINANCIAL CORPORATION (the
"Company") which the undersigned would be entitled to vote if personally present
at the Annual Meeting of Stockholders to be held at the Westin Hotel Fort
Lauderdale, 400 Corporate Drive, Fort Lauderdale, FL 33334, on August 27, 1999,
at 9:30 AM local time, and at any adjournment or postponement thereof, as
hereinafter specified upon the proposals listed on the reverse side and as more
particularly described in the Company's Proxy Statement, receipt of which is
hereby acknowledged, and in their discretion, upon such other business as may
properly come before such Annual Meeting or adjournments or postponements
thereof.

This Proxy will be voted in accordance with the instructions set forth herein,
or in the event no instructions are set forth, this Proxy will be voted FOR the
nominee set forth on the back of this card and described in the accompanying
Notice of Annual Meeting and Proxy Statement. This Proxy hereby revokes all
prior proxies given with respect to the shares of the undersigned.

(Continued, and to be signed and dated on the other side.)

Election of 2 directors to serve a three year term to expire in 2002. THE BOARD
OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEE NAMED BELOW:

Nominee: Earl Pertnoy
FOR the nominee WITHHOLD AUTHORITY
listed above to vote for the
nominee listed above.

? ?

Nominee: John E. Abdo
FOR the nominee WITHHOLD AUTHORITY
listed above to vote for the
nominee listed above.

? ?

Please mark, sign, date and return this
proxy card promptly, using the enclosed
envelope. No Postage is required for
mailing it in the United States.

Dated: _____________________, 1999

---------------------------------
(Signature of Stockholder)

IMPORTANT: Please sign exactly as
name(s) appear(s) at left. When signing
as attorney, executor, administrator,
trustee, guardian, please give full
title as such. If a corporation, please
sign the full corporate name by
President or other authorized officer.
If a partnership, please sign in
partnership name by authorized person.