EXHIBIT 99

                               LEGAL PROCEEDINGS
 
     On December 7, 1995, Maxxam filed a Petition for Review in the United
States Court of Appeals for the Fifth Circuit seeking to modify, terminate, and
set aside the order, dated December 30, 1988 (the "Order"), of the FSLIC
approving the Acquisition, which was consummated on December 31, 1988 and
involved substantially all the Bank's initial assets and liabilities. See "The
Company -- History". On December 8, 1995, Maxxam filed a Motion to Intervene
and a Complaint in Intervention in an action pending in the U.S. District Court
for the Southern District of Texas, entitled FEDERAL DEPOSIT INSURANCE
CORPORATION V. CHARLES E. HURWITZ, also seeking to set aside the Order. Maxxam
contends, in both cases, that it submitted the most favorable bid to acquire the
assets and liabilities of Old USAT and that it should have been selected as the
winning bidder. In its brief to the Court of Appeals, Maxxam has asserted that
the Court should order the OTS "to award Bank United to Maxxam" and that the
Company would bear no harm in that event because it is entitled to full
indemnification by the FDIC, as manager of the FRF, pursuant to Section 7(a)(2)
of the Assistance Agreement.
 
     The Company is not a party to either of these proceedings. The Bank has
intervened in the Fifth Circuit case and may file a Motion to Intervene in the
District Court case at a later date. Management believes, after consultation
with legal counsel, that the claims of Maxxam are barred by applicable time
limits, have no basis for assertion under existing law, and will not have a
material adverse effect on the Bank's or the Company's financial condition,
results of operations, or liquidity.
 
     The Bank's operations are subject to various consumer protection statutes
and regulations, including, for example, the TILA, the FH Act, the CRA, the
ECOA, the HMDA, the RESPA, the EFTA, the Expedited Funds Act, the TISA, and the
ADA. See "Regulation -- Consumer Protection Regulations". During the past
several years, numerous individual claims and purported consumer class action
claims were commenced against a number of financial institutions, their
subsidiaries, and other mortgage lending institutions seeking civil statutory
and actual damages and rescission under the TILA, as well as remedies for
alleged violations of various state unfair trade practices laws and restitution
or unjust enrichment in connection with certain mortgage loan transactions.
Also, there have been numerous individual claims and purported consumer class
action claims commenced against a number of financial institutions, their
subsidiaries, and other mortgage lending institutions seeking declaratory relief
that certain of the lenders' escrow account servicing practices violate the
RESPA and breach the lenders' contracts with borrowers. Such claims also
generally seek actual damages and attorneys' fees.
 
     In addition to the foregoing, mortgage lending institutions have been
subjected to an increasing number of other types of individual claims and
purported consumer class action claims that relate to various aspects of the
origination, pricing, closing, servicing, and collection of mortgage loans and
that allege inadequate disclosure, breach of contract, breach of fiduciary duty,
or violation of federal or state laws. Claims have involved, among other things,
interest rates and fees charged in connection with loans, interest rate
adjustments on adjustable-rate mortgage loans, timely release of liens upon loan
payoffs, the disclosure and imposition of various fees and charges, and the
placing of collateral protection insurance. The Bank has had asserted against it
one putative class action claim under the TILA, one putative class action claim
under the RESPA and three separate putative class action claims involving the
Bank's loan servicing practices. Management does not expect these claims, in the
aggregate, to have a material adverse impact on the Company's financial
condition, results of operation, or liquidity.
 
     On July 25, 1995, Plaintiffs (the Bank, the Company (including its
predecessors) and Hyperion Partners) filed suit against the United States of
America in the United States Court of Federal Claims for breach of contract and
taking of property without compensation in contravention of the Fifth Amendment
of the United States Constitution. The action arose because the passage of
FIRREA and the regulations adopted by the OTS pursuant to FIRREA deprived
Plaintiffs of their contractual rights.
 
     In December 1988, the United States, through its agencies, entered into
certain agreements with the Plaintiffs that resulted in contractual obligations
owed to Plaintiffs. Plaintiffs contend that the obligations were undertaken to
induce, and did induce, the Company's acquisition of substantially all of the
assets and the secured, deposit, and certain tax liabilities of Old USAT, an
insolvent savings and loan association, thereby relieving the FSLIC, an agency
of the United States government, of the immense costs and burdens of taking over
and managing or liquidating the institution. The FSLIC actively solicited buyers
for Old USAT, and in the weeks preceding the acquisition the Company and the
FSLIC negotiated the terms of a complex transaction involving some six
contractual documents. To accomplish this transaction, the FSLIC and its
regulating agency, the FHLBB, which was also an agency of the United States
government, were required to undertake to pay certain other amounts of money
over time and to count for regulatory purposes certain monies and book entries
of the Bank in ways that allowed the Company greater leverage to increase the
size of the Bank prudently and profitably. The United States obtained the right
to share in this leveraged growth through warrants for stock and through
so-called "tax benefit payments" to the United States from the Company and the
Bank.
 
     The lawsuit alleges breaches of the United States' contractual obligations
(i) to abide by a capital forbearance, which would have allowed the Bank to
operate for ten years under negotiated capital levels lower than the levels
required by the then existing regulations or successor regulations, (ii) to
abide by its commitment to allow the Bank to count $110 million of subordinated
debt as regulatory capital for all purposes and (iii) to abide by an accounting
forbearance, which would have allowed the Bank to count as capital for
regulatory purposes, and to amortize over a period of twenty-five years, the
$30.7 million difference between certain FSLIC payment obligations to the Bank
and the discounted present value of those future FSLIC payments. The lawsuit
seeks monetary relief for the breaches by the United States of its contractual
obligations to plaintiffs and, in the alternative, seeks just compensation for a
taking of property and for a denial of due process under the Fifth Amendment to
the United States Constitution.
 
     There are over 100 similar cases pending in the United States Court of
Federal Claims, which has entered summary judgment for the plaintiffs as to
liability, but not damages, in three of the cases. The WINSTAR cases were
appealed to the United States Court of Appeals for the Federal Circuit, which
affirmed the judgment for the plaintiffs following a hearing EN BANC after a
three-judge panel had found for the United States. On July 1, 1996, the United
States Supreme Court affirmed the EN BANC ruling of the Federal Circuit holding
the United States liable for breach of contract and remanded the case for future
proceedings on the issue of damages.

     Plaintiffs' lawsuit has been stayed from the outset by a judge of the Court
of Federal Claims pending the Supreme Court's decision in the WINSTAR cases. The
Company anticipates that the stay will be lifted in the near future, but there
is uncertainty about how Plaintiffs' lawsuit and the over 100 similar cases will
be judicially managed by the Court of Federal Claims. On July 8, 1996, the Chief
Judge of the Court of Federal Claims designated Stephen D. Susman, Esq. of
Houston, Texas as "Special Counsel to the Court" to facilitate the adoption of
methods for "rationalizing" the litigation. At the Court of Federal Claims
status conference held on July 30, 1996, Mr. Susman presented a proposed case
management plan and schedule supported by a large number of the plaintiffs in
the FIRREA-related cases, including Plaintiffs. Counsel for the United States
proposed a different plan, but, while asserting objections to a number of the
features of Mr. Susman's plan, expressed a willingness to work with Mr. Susman
and a coordinating committee of plaintiffs' counsel on achieving an agreed
pretrial order for management of the cases. The Chief Judge of the Court of
Federal Claims scheduled another status conference for August 19, 1996 and
directed counsel for the United States and the plaintiffs' counsel coordinating
committee to report to the Chief Judge by August 15 on their efforts to agree on
a proposed case management plan. The Chief Judge also encouraged the FDIC, which
has indicated a desire to participate in or take over certain lawsuits (unlike
Plaintiffs' lawsuit) involving post-FIRREA failed institutions, to become
involved in this process. The Chief Judge indicated that he may enter a case
management order at or shortly after the August 19 status conference. It remains
unclear how such an order entered by the Chief Judge will affect the future
course of Plaintiffs' lawsuit.

     There have been no decisions determining damages in any of the over 100
similar cases pending in the Court of Federal Claims. While the Company expects
Plaintiffs' claims for damages to exceed $200 million, the Company is unable to
predict the outcome of Plaintiffs' suit against the United States and the amount
of judgment for damages, if any, that may be awarded. Consequently, no
assurances can be given as to the results of this suit.
 
     The Company and the Bank have entered into an agreement with Hyperion
Partners acknowledging the relative value, as among the parties, of their claims
in the pending litigation. The agreement confirms that the Company and the Bank
are entitled to receive 85% of the amount, if any, recovered as a result of the
settlement of or a judgment on such claims, and that Hyperion Partners is
entitled to receive 15% of such amount. The agreement was approved by the
disinterested directors of the Company. Plaintiffs will continue to cooperate in
good faith and will use their best efforts to maximize the total amount, if any,
that they may recover.
 
     The Bank is involved in other legal proceedings occurring in the ordinary
course of business that management believes, after consultation with legal
counsel, are not, in the aggregate, material to the financial condition, results
of operations, or liquidity of the Bank or the Company.