SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(MARK ONE)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1999.

[ ] 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:
0-21017

BANK UNITED CORP.
--------------------------
(Exact name of registrant as specified in its charter)

DELAWARE 13-3528556
------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

3200 SOUTHWEST FREEWAY, SUITE 2600
HOUSTON, TEXAS 77027
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (713) 543-6500

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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes [X] No [ ]

Number of shares outstanding of the registrant's $0.01 par value common stock as
of August 11, 1999 were as follows:

TITLE OF EACH CLASS NUMBER OF SHARES
------------------- ----------------
Class A 31,703,646
Class B --

BANK UNITED CORP.
INDEX
PAGE

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements................................... 1

Consolidated Statements of Financial Condition -
As of June 30, 1999 and September 30, 1998....................... 1

Consolidated Statements of Operations -
For the Three and Nine Months Ended June 30, 1999 and 1998....... 2

Consolidated Statements of Stockholders' Equity -
For the Nine Months Ended June 30, 1999 and 1998................. 3

Consolidated Statements of Cash Flows -
For the Nine Months Ended June 30, 1999 and 1998................. 4

Notes to Consolidated Financial Statements....................... 5

Independent Auditors' Review Report.............................. 9

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations........................................... 10

Item 3. Quantitative and Qualitative Disclosures About Market Risk...... 21

PART II. OTHER INFORMATION

Item 1. Legal Proceedings............................................... 22

Item 2. Changes in Securities and Use of Proceeds....................... 22

Item 3. Defaults Upon Senior Securities................................. 22

Item 4. Submission of Matters to a Vote of Security Holders............. 22

Item 5. Other Information............................................... 22

Item 6. Exhibits and Reports on Form 8-K................................ 22

Signatures.............................................................. 23

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED FINANCIAL STATEMENTS

BANK UNITED CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(IN THOUSANDS)

JUNE 30, SEPTEMBER 30,
1999 1998
------------ ------------
(UNAUDITED)

ASSETS
Cash and cash equivalents ............................................... $ 246,677 $ 228,674
Securities purchased under agreements to resell and federal funds sold .. 228,795 474,483
Securities and other investments
Held to maturity, at amortized cost (fair value of $12.6 million in
1999 and $2.4 million in 1998) ................................... 12,795 2,412
Available for sale, at fair value .................................. 111,123 88,938
Mortgage-backed securities
Held to maturity, at amortized cost (fair value of $327.2 million in
1999 and $438.7 million in 1998) ................................. 334,262 443,886
Available for sale, at fair value .................................. 735,053 488,172
Loans
Held for investment (net of allowances for credit losses of
$63.5 million in 1999 and $47.0 million in 1998) ................. 11,549,531 8,566,712
Held for sale ...................................................... 837,315 2,237,032
Federal Home Loan Bank stock ............................................ 305,444 242,883
Mortgage servicing rights ............................................... 527,464 410,868
Servicing receivables ................................................... 133,101 118,333
Deferred tax asset ...................................................... 94,501 113,581
Premises and equipment .................................................. 86,347 59,889
Intangible assets ....................................................... 85,610 59,591
Real estate owned ....................................................... 24,090 18,790
Other assets ............................................................ 114,648 110,748
------------ ------------
TOTAL ASSETS ............................................................ $ 15,426,756 $ 13,664,992
============ ============

LIABILITIES, MINORITY INTEREST, AND STOCKHOLDERS'
EQUITY
LIABILITIES
Deposits ................................................................ $ 7,213,264 $ 6,798,237
Federal Home Loan Bank advances ......................................... 6,018,701 4,783,294
Securities sold under agreements to repurchase and federal
funds purchased ..................................................... 635,289 811,742
Notes payable ........................................................... 368,738 219,720
Other liabilities ....................................................... 272,442 182,087
------------ ------------
Total liabilities ............................................. 14,508,434 12,795,080
------------ ------------
MINORITY INTEREST
Preferred stock issued by consolidated subsidiary ....................... 185,500 185,500
------------ ------------
STOCKHOLDERS' EQUITY
Common stock ............................................................ 317 316
Paid-in capital ......................................................... 134,893 129,343
Retained earnings ....................................................... 618,046 556,708
Unearned stock compensation ............................................. (5,205) --
Accumulated other comprehensive income - unrealized gains (losses)
on securities available for sale, net of tax ........................... (14,166) (1,454)
Treasury stock, at cost ................................................. (1,063) (501)
------------ ------------
732,822 684,412
------------ ------------
TOTAL LIABILITIES, MINORITY INTEREST, AND
STOCKHOLDERS' EQUITY ................................................. $ 15,426,756 $ 13,664,992
============ ============

See accompanying Notes to Consolidated Financial Statements.

BANK UNITED CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED JUNE 30, ENDED JUNE 30,
------------------------ ------------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
(UNAUDITED)

INTEREST INCOME
Short-term interest-earning assets ........................... $ 4,669 $ 10,164 $ 14,861 $ 22,013
Securities and other investments ............................. 1,479 1,693 4,897 5,972
Mortgage-backed securities ................................... 17,649 19,962 53,310 66,942
Loans ........................................................ 221,403 193,439 643,028 566,574
Federal Home Loan Bank stock ................................. 3,852 3,102 11,731 9,440
---------- ---------- ---------- ----------
Total interest income .............................. 249,052 228,360 727,827 670,941
---------- ---------- ---------- ----------
INTEREST EXPENSE
Deposits ..................................................... 72,163 79,448 217,233 221,453
Federal Home Loan Bank advances .............................. 73,729 58,242 219,204 176,999
Securities sold under agreements to repurchase and
federal funds purchased ................................... 7,114 10,591 25,766 43,216
Notes payable ................................................ 7,904 4,892 17,879 14,684
---------- ---------- ---------- ----------
Total interest expense ............................. 160,910 153,173 480,082 456,352
---------- ---------- ---------- ----------

Net interest income ................................ 88,142 75,187 247,745 214,589
PROVISION FOR CREDIT LOSSES .................................. 5,593 1,814 17,977 16,777
---------- ---------- ---------- ----------
Net interest income after provision for credit losses 82,549 73,373 229,768 197,812
---------- ---------- ---------- ----------
NON-INTEREST INCOME
Loan servicing, net of related amortization .................. 12,285 10,630 39,883 24,089
Net gains
Sales of single family loans .............................. 3,628 2,923 16,803 5,464
Securities and mortgage-backed securities ................. 332 224 1,117 2,025
Other loans ............................................... 879 297 1,906 673
---------- ---------- ---------- ----------
Net gains .......................................... 4,839 3,444 19,826 8,162
Other ........................................................ 10,143 8,579 28,854 21,859
---------- ---------- ---------- ----------
Total non-interest income .......................... 27,267 22,653 88,563 54,110
---------- ---------- ---------- ----------
NON-INTEREST EXPENSE
Compensation and benefits .................................... 28,111 22,683 75,236 62,308
Occupancy .................................................... 5,763 4,376 15,710 12,125
Data processing .............................................. 5,225 4,202 14,202 11,952
Court of claims litigation ................................... 1,749 450 5,826 1,350
Advertising and marketing .................................... 2,067 1,685 5,620 6,230
Other ........................................................ 19,885 17,140 55,744 44,818
---------- ---------- ---------- ----------
Total non-interest expense .......................... 62,800 50,536 172,338 138,783
---------- ---------- ---------- ----------
Income before income taxes and minority interest .... 47,016 45,490 145,993 113,139
INCOME TAX EXPENSE ........................................... 17,630 17,014 54,995 8,805
---------- ---------- ---------- ----------
Income before minority interest .................... 29,386 28,476 90,998 104,334
MINORITY INTEREST
Subsidiary preferred stock dividends ......................... 4,563 4,563 13,689 13,689
---------- ---------- ---------- ----------
NET INCOME ................................. $ 24,823 $ 23,913 $ 77,309 $ 90,645
========== ========== ========== ==========

EARNINGS PER COMMON SHARE
Basic ..................................................... $ 0.78 $ 0.76 $ 2.45 $ 2.87
Diluted ................................................... 0.77 0.74 2.40 2.80

See accompanying Notes to Consolidated Financial Statements.

BANK UNITED CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED JUNE 30, 1999 AND 1998
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)

COMMON STOCK
-------------------------------------------------
CLASS A CLASS B UNEARNED
----------------------- ----------------------- PAID-IN RETAINED STOCK
SHARES AMOUNT SHARES AMOUNT CAPITAL EARNINGS COMPENSATION
---------- ---------- ---------- ---------- ---------- ---------- ------------

BALANCE AT
SEPTEMBER 30, 1997 .................. 28,354,276 $ 284 3,241,320 $ 32 $ 129,286 $ 462,551 $ --
Net income ........................ -- -- -- -- -- 90,645 --
Change in unrealized gains (losses) -- -- -- -- -- -- --
----------
Total comprehensive income ... -- -- -- -- -- 90,645 --
----------
Dividends declared: common
stock ($0.48 per share) ...... -- -- -- -- -- (15,166) --
---------- ---------- ---------- ---------- ---------- ---------- ------------
BALANCE AT
JUNE 30, 1998 ....................... 28,354,276 $ 284 3,241,320 $ 32 $ 129,286 $ 538,030 $ --
========== ========== ========== ========== ========== ========== ============
BALANCE AT
SEPTEMBER 30, 1998 .................. 28,355,776 $ 284 3,241,320 $ 32 $ 129,343 $ 556,708 $ --
Net income ........................ -- -- -- -- -- 77,309 --
Change in unrealized gains (losses) -- -- -- -- -- -- --
----------
Total comprehensive income ........ -- -- -- -- -- 77,309 --
----------
Dividends declared: common
stock ($0.51 per share) ...... -- -- -- -- -- (15,971) --
Conversion of shares .............. 3,241,320 32 (3,241,320) (32) -- -- --
Restricted stock issued............ 140,750 1 -- -- 5,550 -- (5,551)
Amortization of unrealized stock
compensation .................. -- -- -- -- -- -- 346
Stock repurchased ................. -- -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ------------
BALANCE AT
JUNE 30, 1999 ....................... 31,737,846 $ 317 -- $ -- $ 134,893 $ 618,046 $ (5,205)
========== ========== ========== ========== ========== ========== ============

ACCUMULATED
OTHER
COMPREHENSIVE
INCOME -
UNREALIZED TREASURY STOCK TOTAL
GAINS ------------------------ STOCKHOLDERS'
(LOSSES) SHARES AMOUNT EQUITY
---------- ---------- ---------- -------------

BALANCE AT
SEPTEMBER 30, 1997 .................. $ 6,326 -- $ -- $ 598,479
Net income ........................ -- -- -- 90,645
Change in unrealized gains (losses) (4,547) -- -- (4,547)
---------- ----------
Total comprehensive income .... (4,547) -- -- 86,098
---------- ----------
Dividends declared: common
stock ($0.48 per share) ...... -- -- -- (15,166)
---------- ---------- ---------- ----------
BALANCE AT
JUNE 30, 1998 ....................... $ 1,779 -- $ -- $ 669,411
========== ========== ========== ==========
BALANCE AT
SEPTEMBER 30, 1998 .................. $ (1,454) (14,200) $ (501) $ 684,412
Net income ........................ -- -- -- 77,309
Change in unrealized gains (losses) (12,712) -- -- (12,712)
---------- ----------
Total comprehensive income ........ (12,712) -- -- 64,597
---------- ----------
Dividends declared: common
stock ($0.51 per share) ...... -- -- -- (15,971)
Conversion of shares .............. -- -- -- --
Restricted stock issued............ -- -- -- --
Amortization of unrealized stock
compensation .................. -- -- -- 346
Stock repurchased ................. -- (20,000) (562) (562)
---------- ---------- ---------- ----------
BALANCE AT
JUNE 30, 1999 ....................... $ (14,166) (34,200) $ (1,063) $ 732,822
========== ========== ========== ==========

See accompanying Notes to Consolidated Financial Statements.
3

BANK UNITED CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

FOR THE NINE MONTHS ENDED JUNE 30,
-----------------------------------
1999 1998
--------------- ---------------
(UNAUDITED)

CASH FLOWS FROM OPERATING ACTIVITIES

Net cash used by operating activities .......................... $ (52,507) $ (950,260)
--------------- ---------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase price of acquisitions .................................. (45,000) (51,850)
Assets purchased in acquisitions ................................ (184,968) --
Net change in securities purchased under agreements to resell and
federal funds sold ......................................... 255,962 (491,296)
Fundings of loans held for investment ........................... (3,712,585) (2,694,812)
Proceeds from principal repayments and maturities of
Loans held for investment .................................. 3,868,952 3,054,375
Securities held to maturity ................................ 9,369 --
Securities available for sale .............................. 93,060 198,922
Mortgage-backed securities held to maturity ................ 115,255 70,898
Mortgage-backed securities available for sale .............. 162,017 349,563
Proceeds from the sale of
Securities available for sale .............................. 340,272 380,452
Federal Home Loan Bank stock ............................... 11,000 54,325
Real estate owned acquired through foreclosure ............. 27,606 30,134
Purchases of
Loans held for investment .................................. (1,524,236) (189,929)
Securities held to maturity ................................ (6,444) (2,213)
Securities available for sale .............................. (84,832) (273,397)
Mortgage-backed securities held to maturity ................ (1,613) --
Mortgage-backed securities available for sale .............. (427,690) (15,598)
Mortgage servicing rights .................................. (70,363) (68,584)
Federal Home Loan Bank stock ............................... (61,831) (49,891)
Other changes in loans held for investment ........................ (231,515) (189,065)
Other changes in mortgage servicing rights ........................ (32,736) (23,461)

Net purchases of premises and equipment ........................... (33,482) (18,133)
--------------- ---------------
Net cash (used) provided by investing activities ........... (1,533,802) 70,440
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits .......................................... 182,223 (231,907)
Proceeds from deposits purchased ................................ 232,804 1,509,688
Proceeds from Federal Home Loan Bank advances ................... 3,915,000 2,425,583
Repayment of Federal Home Loan Bank advances .................... (2,679,593) (2,339,633)
Net change in securities sold under agreements to repurchase
and federal funds purchased ................................ (176,453) (416,876)
Payment of common stock dividends ............................... (15,971) (15,166)
Stock repurchased ............................................... (562) --
Net proceeds from issuance of subordinated debt ................. 146,864 --
Repayment of senior notes ....................................... -- (500)
--------------- ---------------
Net cash provided by financing activities .......... 1,604,312 931,189
--------------- ---------------

NET INCREASE IN CASH AND CASH EQUIVALENTS ............................ 18,003 51,369
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ..................... 228,674 121,000
--------------- ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ........................... $ 246,677 $ 172,369
=============== ===============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest .......................................... $ 475,430 $ 460,408
Cash paid for income taxes ...................................... 13,122 6,398
NONCASH INVESTING ACTIVITIES
Real estate owned acquired through foreclosure .................. 36,054 28,573
Securitization of loans ......................................... 357,457 364,887
Net transfer of loans (to) from held for investment ............. (1,299,624) 670,461

See accompanying Notes to Consolidated Financial Statements.

BANK UNITED CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. PRINCIPLES OF CONSOLIDATION
The accompanying unaudited Consolidated Financial Statements include the
accounts of Bank United Corp. (the "Parent Company"), Bank United, a federal
savings bank (the "Bank"), and subsidiaries of both the Parent Company and the
Bank (collectively known as the "Company"). All significant intercompany
accounts have been eliminated in consolidation. A majority of the Company's
assets and operations are derived from the Bank.

2. BASIS OF PRESENTATION
The accompanying unaudited Consolidated Financial Statements were prepared in
accordance with the instructions for Form 10-Q and, therefore, do not include
all disclosures necessary for a complete presentation of financial condition,
results of operations, and cash flows in conformity with generally accepted
accounting principles. All adjustments (consisting of only normal recurring
adjustments) that are necessary, in the opinion of management, for a fair
presentation of the interim financial statements have been included. The results
of operations for the nine months ended June 30, 1999 are not necessarily
indicative of the results that may be expected for the entire fiscal year or any
other interim period. The interim financial information should be read in
conjunction with the Consolidated Financial Statements and Notes included in the
Company's 1998 Annual Report on Form 10-K filed with the Securities and Exchange
Commission ("SEC").

Certain amounts within the accompanying Consolidated Financial Statements and
the related Notes have been reclassified for comparative purposes to conform to
the current presentation. Such reclassifications had no effect on previously
presented net income or retained earnings.

3. LOANS
Effective October 1, 1995, the Company adopted Statement of Financial
Accounting Standard ("SFAS") No. 114, "Accounting by Creditors for Impairment of
a Loan", as amended by SFAS No. 118, "Accounting by Creditors for Impairment of
a Loan - Income Recognition and Disclosures". The adoption of this statement did
not have a material impact on the overall allowance for credit losses. These
pronouncements state that a loan is considered "impaired" when it is probable
that the creditor will be unable to collect all principal and interest amounts
due according to the contractual terms of the loan agreement. Smaller balance
homogeneous loans, including single family residential and consumer loans, are
not individually evaluated for impairment as they are excluded from the scope of
SFAS No. 114. These loans, however, are considered when determining the adequacy
of the allowance for credit losses.

Impaired loans are identified and measured in conjunction with management's
review of non-performing loans, classified assets and the allowance for credit
losses. Impairment of large non-homogeneous loans is measured one of three ways:
discounting estimated future cash flows, or the loan's market price, or the fair
value of the collateral, if the loan is collateral dependent. If the measurement
of the loan is less than the recorded investment of the loan (including accrued
interest, net deferred loan fees or costs and unamortized premium or discount),
the impairment is recognized by a charge to operations or an allocation of the
allowance for credit losses.

4. NOTES PAYABLE
In January 1999, the Bank filed a registration statement with the Office of
Thrift Supervision ("OTS") to establish a $500 million medium-term note program.
The program provides for the issuance of notes on a continuous basis by the
Bank. In March 1999, the Bank issued $150 million, par value, of subordinated
medium-term notes due in full in March 2009 with a stated rate of 8% and an
effective rate of 8.1%. Net proceeds from the issuance of these notes were used
for general business purposes. The medium-term notes are unsecured general
obligations of the Bank. In a liquidation, holders of the medium-term notes
could receive, if anything, significantly less than holders of deposit
liabilities of the Bank.

BANK UNITED CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. EARNINGS PER COMMON SHARE
Basic earnings per share ("EPS") is computed by dividing net income available
to common stockholders by the weighted-average number of common shares
outstanding during the period. Diluted EPS is computed by dividing net income
available to common stockholders by the weighted-average number of common shares
and potential dilutive common shares outstanding during the period. Potential
dilutive common shares are computed using the treasury stock method.

FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED JUNE 30, ENDED JUNE 30,
--------- --------- --------- ---------
1999 1998 1999 1998
--------- --------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

INCOME
Net income applicable to common shares .............. $ 24,823 $ 23,913 $ 77,309 $ 90,645
========= ========= ========= =========

SHARES
Weighted-average common shares outstanding .......... 31,691 31,596 31,607 31,596
Potential dilutive common shares .................... 681 846 632 765
--------- --------- --------- ---------
Weighted-average common shares and potential dilutive
common shares .................................. 32,372 32,442 32,239 32,361
========= ========= ========= =========

BASIC EPS ........................................... $ 0.78 $ 0.76 $ 2.45 $ 2.87

DILUTED EPS ......................................... 0.77 0.74 2.40 2.80

Options to purchase 532,950 and 10,000 shares of common stock at
weighted-average prices of $44.54 and $56.35 outstanding at June 30, 1999 and
1998, respectively, were excluded from the computation of diluted EPS for the
three months ended June 30, 1999 and 1998 because the options' exercise price
was greater than the average market price of the common shares. Options to
purchase 538,544 and 15,718 shares of common stock at weighted-average prices of
$44.65 and $53.75 outstanding at June 30, 1999 and 1998, respectively, were
excluded from the computation of diluted EPS for the nine months ended June 30,
1999 and 1998 because the options' exercise price was greater than the average
market price of the common shares.

6. SUMMARY OF STOCK-BASED COMPENSATION
The Company has granted stock options to certain employees and members of its
Board of Directors under incentive and compensation plans. See the Company's
1998 Annual Report on Form 10-K for additional disclosures regarding these
options.

AT JUNE 30,
------------------------------------------------------------
1999 1998
---------------------------- ----------------------------
NUMBER OF WEIGHTED-AVERAGE NUMBER OF WEIGHTED-AVERAGE
OPTIONS EXERCISE PRICE OPTIONS EXERCISE PRICE
--------- ---------------- --------- ----------------

Outstanding at end of period ..... 3,195,370 $ 32.43 1,647,220 $ 24.73
Vested at end of period .......... 1,192,020 20.48 828,096 20.67
Exercisable at end of period ..... 32,500 32.16 34,000 32.46

During the third quarter of fiscal 1999, the Company established the 1999
Stock Incentive Plan for certain officers, employees, and consultants of the
Company. Stock options, stock appreciation rights, restricted stock, and
performance units may be issued under this plan and 900,000 shares of Company
common stock have been reserved for grant under this plan.

BANK UNITED CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In April 1999, the Company issued 140,750 shares of restricted stock from the
1996 and 1999 Stock Incentive Plans. These shares will fully vest by April 2003
(20% vests April 2001, 30% vests April 2002 and 50% vests April 2003). The
market value of the restricted stock at the time of grant, which totalled $5.6
million, was recorded as unearned stock compensation and is shown as a separate
component of stockholders' equity. The unearned stock compensation is amortized
to compensation expense over the vesting period.

7. STOCKHOLDERS' EQUITY
In June 1999, the Company released certain transfer restrictions on 7,887,436
shares of its outstanding common stock. These restrictions were agreed to by
shareholders who owned five percent or more of the Company's common stock at the
time of its initial public offering and would have expired in August 1999. As a
result of the lifting of these restrictions, the Company's Class B common stock
was converted to Class A common stock during June 1999. In July 1999, the
remaining 318,342 shares of common stock that were restricted at the time of the
initial public offering were also released.

In June 1999, the Company increased the quarterly common stock dividend
15.625% to $0.185 per share from $0.16 per share.

8. ACQUISITIONS
In February 1999, the Company acquired Midland American Bank, a commercial
bank operating five branches in Midland, Texas, with assets of $282.5 million
and deposits of $232.8 million. The accounts and results of operations of
Midland were included in the Consolidated Financial Statements beginning
February 12, 1999 as this acquisition was accounted for as a purchase. The
goodwill related to this acquisition of $28.6 million is being amortized on a
straight-line basis over 15 years.

In March 1999, the Company signed an agreement to purchase Texas Central
Bank, a commercial bank operating three branches in the Dallas area, with assets
of $121 million and deposits of $100 million. The acquisition has received all
regulatory approvals and is expected to close in late August and is expected to
be accounted for as a pooling of interests.

9. RECENT ACCOUNTING STANDARDS
As of October 1, 1998, the Company adopted SFAS No. 131, "Disclosure about
Segments of an Enterprise and Related Information," which requires public
companies to report certain information about their operating segments in their
annual financial statements and quarterly reports issued to stockholders. It
also requires public companies to report certain information about their
products and services, the geographic areas in which they operate, and their
major customers. Disclosures under SFAS No. 131 are not required for interim
financial statements in the initial year of application.

As of October 1, 1998, the Company adopted SFAS No. 134, "Accounting for
Mortgage-Backed Securities Retained after the Securitization of Mortgage Loans
Held for Sale by a Mortgage Banking Enterprise," which requires that any
mortgage-backed security ("MBS") retained after securitization of a mortgage
loan held for sale be classified based on the Company's intentions. Any retained
MBS that are committed to be sold before or during the securitization process
must be classified as trading.

SFAS No. 133, "Accounting for Derivative Instruments and for Hedging
Activities," requires companies to recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. SFAS No. 133 requires that changes in fair value of a derivative
be recognized currently in earnings unless specific hedge accounting criteria
are met. Upon implementation of SFAS No. 133, hedging relationships may be
redesignated and securities held to maturity may be transferred to available for
sale or trading. This statement is effective for fiscal years beginning after
June 15, 2000. The Company will adopt SFAS No. 133 on October 1, 2000 and is
evaluating the impact, if any, this statement may have on its future
Consolidated Financial Statements.

BANK UNITED CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. SUBSEQUENT EVENTS

In July 1999, the Company filed a registration statement with the SEC to
amend and supplement the universal shelf registration the Company filed in April
1999. Up to $830 million in securities may be issued under the universal shelf,
including preferred stock, class A common stock, depositary shares, junior
subordinated debt securities, stock purchase contracts, and stock purchase units
of the Company, as well as trust preferred securities of a statutory business
trust formed under Delaware law. The specific terms of any issue of securities
will be determined and set forth in a prospectus supplement in the event
securities under the prospectus are offered for sale.

In August 1999, under the universal shelf, the Company issued 2,000,000
shares of 8% Premium Income Equity Securities ("Corporate PIES") for a price of
$50 per Corporate PIES. Each Corporate PIES consists of (a) a purchase contract
for shares of Company common stock and (b) a share of Company preferred stock
("Preferred Stock Series B").

The purchase contract obligates the holder of the Corporate PIES to
purchase shares of the Company's common stock in August 2002. Upon
purchase of the common stock, the holder of the Corporate PIES must remit
$50 per Corporate PIES owned in exchange for shares of the Company's
common stock. The number of shares of the Company's common stock
ultimately issued to the holder will depend on the average closing price
of the common stock over a 20-day trading period preceding the time of
purchase.

The cumulative Preferred Stock Series B, which has a liquidation
preference of $50 per share, and certain voting rights, may be redeemed at
the option of the Company on or after October 2002 and will be subject to
mandatory redemption in full in August 2004. The share of Preferred Stock
Series B will be pledged to the Company as collateral to secure the
holders' obligation to purchase the Company's common stock under the
purchase contract.

The proceeds from the offering will be used for general corporate purposes,
which may include increasing the equity capital of Bank United.

Also in August 1999, the Company issued 1,200,000 shares of 7.55% cumulative
preferred stock ("Preferred Stock Series A"), for a price of $50 per share.
Preferred Stock Series A has a $50 per share liquidation preference, certain
voting rights, may be redeemed at any time on or after February 2000 at 100% of
its liquidation preference, and will be subject to mandatory redemption in full
in August 2004. The proceeds from the offering will be used for general
corporate purposes.

The issuance of the Corporate PIES and the Preferred Stock Series A caused an
Ownership Change under the Internal Revenue code. This Ownership Change will
defer the utilization of certain of the Company's net operating losses, with the
result that the Company will no longer be required to share certain benefits of
these losses with a third party pursuant to a contractual agreement entered into
in connection with the acquisition of Bank United. This deferral will result in
the recognition of an estimated $13.0 million tax benefit during the quarter
ended September 30, 1999. See "Taxation" in the Company's 1998 Annual Report on
Form 10-K.

INDEPENDENT AUDITORS' REVIEW REPORT

The Board of Directors and Stockholders
Bank United Corp.:

We have reviewed the condensed consolidated statement of financial condition of
Bank United Corp. and its subsidiaries (collectively known as the Company) as of
June 30, 1999, and the related condensed consolidated statements of operations
for the three-month and nine-month periods then ended and the related condensed
consolidated statements of stockholders' equity and cash flows for the
nine-month period then ended. These condensed consolidated financial statements
are the responsibility of the Company's management. The condensed consolidated
statements of financial condition of Bank United Corp. and its subsidiaries and
the related condensed consolidated statements of operations for the three-month
and nine-month periods ended June 30, 1998, and the six-month and three-month
periods ended March 31, 1999 and December 31, 1998, and the related condensed
consolidated statements of stockholders' equity and cash flows for the
nine-month period ended June 30, 1998, and the six-month and three-month periods
ended March 31, 1999 and December 31, 1998, were reviewed by other accountants
whose reports (dated August 12, 1998, January 22, 1999 and April 27, 1999)
stated that they were not aware of any material modifications that should be
made to those condensed consolidated statements for them to be in conformity
with generally accepted accounting principles.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data, and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion on the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying condensed consolidated financial statements at June
30, 1999, and for the three-month and nine-month periods then ended for them to
be in conformity with generally accepted accounting principles.

The consolidated balance sheet of Bank United Corp. and subsidiaries as of
September 30, 1998 and the related consolidated statement of operations, common
stockholders' equity and cash flows for the year then ended (not presented
herein) were audited by other auditors whose report (dated October 21, 1998)
expressed an unqualified opinion on those consolidated financial statements. The
information set forth in the accompanying condensed consolidated balance sheet
as of September 30, 1998 has been derived from such consolidated balance sheet.

KPMG LLP
Houston, Texas
July 27, 1999

BANK UNITED CORP.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

DISCUSSION OF RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED JUNE 30, 1999 AND
1998

GENERAL
Net income was $77.3 million or $2.40 per diluted share for the nine months
ended June 30, 1999, compared to $90.6 million or $2.80 per diluted share for
the nine months ended June 30, 1998. Two positive income tax adjustments
totalling $33.5 million recorded during the nine months ended June 30, 1998 were
the principal reasons for the decrease. Net interest income increased due to
higher levels of interest-earning assets, particularly in the commercial lending
businesses. Non-interest income increased due to higher average service fee
rates along with an increase in the servicing portfolio, as well as increased
mortgage banking gains. Non-interest expenses increased due primarily to higher
levels of loan activity and community bank branch expansion.

NET INTEREST INCOME
Net interest income was $247.7 million for the nine months ended June 30,
1999, compared to $214.6 million for the nine months ended June 30, 1998,
resulting in a $33.1 million, or 15%, increase. This increase was due to a $1.7
billion, or 15%, increase in average interest-earning assets, as well as a
change in the composition of the assets and deposits.

AVERAGE BALANCE SHEET, INTEREST INCOME/EXPENSE, AND AVERAGE YIELD/RATE

FOR THE NINE MONTHS ENDED JUNE 30,
------------------------------------- -------------------------------------
1999 1998
------------------------------------- -------------------------------------
AVERAGE YIELD/ AVERAGE YIELD/
BALANCE INTEREST RATE (1) BALANCE INTEREST RATE (1)
----------- ----------- --------- ----------- ----------- ---------
(DOLLARS IN THOUSANDS)

Interest-earning assets
Short-term interest-earning assets ................ $ 385,188 $ 14,861 5.09% $ 383,201 $ 22,013 7.58%
Securities and other investments .................. 144,270 4,897 4.54 118,082 5,972 6.76
Mortgage-backed securities ........................ 1,116,237 53,310 6.37 1,331,274 66,942 6.70
Loans:
Single family .................................. 6,749,354 358,151 7.08 6,679,405 371,774 7.42
Commercial ..................................... 4,253,843 252,590 7.90 2,671,982 171,709 8.55
Consumer ....................................... 546,949 32,287 7.89 348,332 23,091 8.86
----------- ----------- --------- ----------- ----------- ---------
Total loans ............................... 11,550,146 643,028 7.42 9,699,719 566,574 7.78
FHLB stock ........................................ 286,185 11,731 5.48 210,429 9,440 6.00
----------- ----------- --------- ----------- ----------- ---------
Total interest-earning assets ................ 13,482,026 727,827 7.19 11,742,705 670,941 7.61
Non-interest-earning assets ........................ 1,119,572 854,910
----------- -----------
Total assets ................................. $14,601,598 $12,597,615
=========== ===========

Interest-bearing liabilities
Deposits ........................................ $ 6,456,518 217,233 4.50 $ 5,936,938 221,453 4.99
FHLB advances ................................... 5,633,886 219,204 5.14 4,082,665 176,999 5.72
Securities sold under agreements to repurchase
and federal funds purchased .................... 667,736 25,766 5.09 996,419 43,216 5.72

Notes payable ................................... 273,649 17,879 8.71 220,121 14,684 8.89
----------- ----------- --------- ----------- ----------- ---------
Total interest-bearing liabilities ........ 13,031,789 480,082 4.90 11,236,143 456,352 5.40
Non-interest-bearing liabilities, minority interest,
and stockholders' equity ....................... 1,569,809 1,361,472
----------- -----------
Total liabilities, minority interest, and
stockholders' equity .................... $14,601,598 $12,597,615
=========== ===========

Net interest income/interest rate spread ........... $ 247,745 2.29% $ 214,589 2.21%
=========== ========= =========== =========

Net yield on interest-earning assets ............... 2.45% 2.44%
========= =========

Ratio of average interest-earning assets to
average interest-bearing liabilities ............ 1.03 1.05
========= =========

(1) Annualized.

BANK UNITED CORP.

The increase in average interest-earning assets came from growth in the
Company's higher yielding commercial and consumer loan portfolios. Average
commercial and consumer loans totalled $4.8 billion for the nine months ended
June 30, 1999, for an increase of $1.8 billion, or 59%, over the year ago
period, due to fundings and purchases. For the nine months ended June 30, 1999,
average commercial and consumer loans comprised 36% of total interest-earning
assets compared to 26% for the year ago period. Average deposits increased
$519.6 million, or 9% during the nine months ended June 30, 1999, as compared to
the year ago period. The Midland acquisition and overall growth in transaction
accounts, particularly lower cost checking and money market accounts, were the
principal reasons for this increase. For the nine months ended June 30, 1999,
average transaction accounts were $3.1 billion or 48% of average outstanding
deposits, up from $2.6 billion or 44% from the year ago period. The growth in
assets was funded primarily with Federal Home Loan Bank ("FHLB") advances and
the increase in deposits. See "Discussion of Changes in Financial Condition from
September 30, 1998 to June 30, 1999."

The net yield on interest-earning assets ("net yield") remained relatively
stable at 2.45% for the nine months ended June 30, 1999, compared to 2.44% for
the nine months ended June 30, 1998. The favorable effects on the net yield
resulting from higher levels of commercial and consumer loans, as well as
increased transaction accounts, was less evident due to the effects of the
overall decline in market interest rates during the current period compared to
the year ago period. Overall, the improvement in the cost of funds exceeded the
decline in asset yields.

PROVISION FOR CREDIT LOSSES
Company management periodically evaluates each loan portfolio based on a
variety of factors in an effort to determine that the period end allowance for
credit loss level is adequate to cover probable losses. The allowance for credit
losses totalled $63.5 million or .51% of total loans at June 30, 1999, compared
to $47.0 million or .44% at September 30, 1998, and $44.9 million or .46% at
June 30, 1998. The provision for credit losses totalled $18.0 million for the
nine months ended June 30, 1999, up $1.2 million from $16.8 million for the nine
months ended June 30, 1998.

ALLOWANCE FOR CREDIT LOSSES

SINGLE
FAMILY COMMERCIAL CONSUMER TOTAL
-------- ---------- -------- --------
(IN THOUSANDS)

Balance at September 30, 1997 ... $ 24,538 $ 8,766 $ 5,870 $ 39,174
Provision ................... (9,041) 21,877 3,941 16,777
Net charge-offs ............. (2,912) (463) (7,641) (11,016)
-------- ---------- -------- --------
Balance at June 30, 1998 ........ $ 12,585 $ 30,180 $ 2,170 $ 44,935
======== ========== ======== ========

Balance at September 30, 1998 ... $ 12,503 $ 32,269 $ 2,255 $ 47,027
Provision ................... 4,138 13,146 693 17,977
Midland acquisition ......... -- 2,594 -- 2,594
Net charge-offs ............. (2,254) (885) (979) (4,118)
-------- ---------- -------- --------
Balance at June 30, 1999 ........ $ 14,387 $ 47,124 $ 1,969 $ 63,480
======== ========== ======== ========

During the nine months ended June 30, 1998, the Company determined that the
allowance for single family loans held for investment could be reduced based on
the portfolio's historical losses as well as a decrease in the outstanding
portfolio balance. Accordingly, $9.1 million of the single family allowance was
reversed through a negative provision. At June 30, 1998, the single family held
for investment allowance ratio was 31 basis points. During the nine months ended
June 30, 1999, the Company determined that the allowance for single family loans
held for investment could be further reduced based on the portfolio's historical
losses. Accordingly, the single family held for investment allowance ratio was
reduced to 24 basis points at June 30, 1999. Excluding the negative provisions
in both periods due to the loss ratio reassessment, the increase in the single
family provision during the current nine month period related to the increase in
the single family held for investment loan portfolio. The single family held for
investment loan portfolio increased from $4.1 billion at June 30, 1998, to $5.9
billion at June 30, 1999.

BANK UNITED CORP.

During the nine months ended June 30, 1998, the Company increased the
allowance for credit losses on its commercial loan portfolio due to growth in
that portfolio and the increased risks associated with this type of asset. At
June 30, 1998, the commercial loan portfolio totalled $3.2 billion or 32% of the
total loan portfolio, up from $2.2 billion or 24% at September 30, 1997. The
commercial loan portfolio is comprised of residential and nonresidential
commercial loans. The nonresidential commercial loan portfolio includes
commercial real estate, healthcare, and small business loans. Default rates and
loss severity on nonresidential commercial loans are generally greater than
residential commercial loans. Accordingly, the Company increased the commercial
loss reserve associated with the nonresidential commercial loans. This factor
coupled with the increased balance in the total commercial loan portfolio (both
in absolute dollars as well as percentage composition of total portfolio),
resulted in an increase in the commercial loan allowance to approximately one
percent of commercial loans held for investment or $30.2 million at June 30,
1998. The related provision for the nine months ended June 30, 1998 was $21.9
million.

At June 30, 1999, the commercial loan allowance totalled $47.1 million or 93
basis points (1.91% for nonresidential commercial loans) with the related
provision totalling $13.1 million for the nine months ended June 30, 1999. The
provision for the nine months ended June 30, 1999, was a result of the continued
growth in the commercial loan portfolio. The total commercial loan portfolio
increased to $5.2 billion at June 30, 1999, up $1.7 billion or 48% from $3.5
billion at September 30, 1998.

The consumer loan provision was higher during the nine months ended June 30,
1998, primarily due to provisions recorded during that period related to the
consumer line of credit portfolio. The consumer line of credit portfolio
totalled $37.6 million and was sold during the second quarter of fiscal 1998.
Charge-offs of $4.9 million related to this sale were recorded in the nine
months ended June 30, 1998.

NONPERFORMING ASSETS

JUNE 30, SEPTEMBER 30, JUNE 30,
1999 1998 1998
-------- ------------- -------
(IN THOUSANDS)
Nonaccrual loans
Single family ......................... $ 67,042 $ 55,800 $60,190
Commercial ............................ 7,005 5,344 5,667
Consumer .............................. 911 688 576
-------- ------------- -------
74,958 61,832 66,433
Premium (discounts) ....................... 13 116 87
-------- ------------- -------
Net nonaccrual loans .................. 74,971 61,948 66,520
REO
Single family ......................... 18,880 19,357 19,028
Commercial ............................ 6,197 -- --
-------- ------------- -------
25,077 19,357 19,028
-------- ------------- -------
Total nonperforming assets ......... $100,048 $ 81,305 $85,548
======== ============= =======

The increase in nonperforming assets from September 30, 1998 to June 30, 1999
was due to an increase in single family nonaccrual loans, which increased $11.2
million or 20%, and in commercial real estate owned ("REO"), which increased
$6.2, up from zero. Single family nonaccrual loans increased due primarily to
delinquencies of loans that were purchased during the current period. Subsequent
to June 30, 1999, the Company exercised its right to put back $2.9 million of
these purchased loans to the seller. Excluding the loans put back, adjusted
nonperforming assets and the nonperforming asset to total asset ratio at June
30, 1999 would have been $97.1 million and .63%. The increase in the commercial
REO portfolio was due to the foreclosure of a purchased multi-family loan and a
loan to a single family builder. The Company believes it will recover its
current investment in the properties at the time of sale.

BANK UNITED CORP.

SELECTED ASSET QUALITY RATIOS

AT OR FOR THE AT OR FOR AT OR FOR THE
NINE MONTHS ENDED THE YEAR ENDED NINE MONTHS ENDED
JUNE 30, 1999 SEPTEMBER 30, 1998 JUNE 30, 1998
------------------- ------------------- -------------------

Allowance for credit losses to net nonaccrual loans
Single family ................................. 21.44% 22.36% 20.87%
Commercial .................................... 674.26 604.51 533.12
Consumer ...................................... 221.48 329.20 380.70
Total ......................................... 84.67 75.91 67.55
Allowance for credit losses to total loans ........ 0.51 0.44 0.46
Nonperforming assets to total assets .............. 0.65 0.59 0.65
Net nonaccrual loans to total loans ............... 0.60 0.57 0.68
Nonperforming assets to total loans and REO ....... 0.80 0.75 0.88
Net loan charge-offs to average loans - annualized
Single family ................................. 0.06 0.06 0.06
Total ......................................... 0.05 0.13 0.15

(1) Excluding charge-offs in December 1997 totalling $4.9 million related to
the January 1998 sale of the consumer lineof credit portfolio, the total
charge-off ratio would have been 0.08% for the nine months ended June 30,
1998 and 0.08% for fiscal 1998.

The following table summarizes the recorded investments in impaired loans,
related allowances and income recognition information as required by SFAS No.
114:

AT OR FOR THE THREE AT OR FOR
MONTHS ENDED THE YEAR ENDED
JUNE 30, 1999 SEPTEMBER 30, 1998
------------------- -------------------
(IN THOUSANDS)

Impaired loans with related allowance ................. $ 2,397 $ --
Impaired loans with no related allowance .............. 556 3,589
---------- ----------
Total impaired loans .................................. 2,953 3,589
Allowance for impaired loans .......................... 817 --
Average impaired loans ................................ 2,969 3,600

The impaired loans outstanding at September 30, 1998, were paid in full
during the three months ended June 30, 1999.

NON-INTEREST INCOME
Non-interest income totalled $88.6 million for the nine months ended June 30,
1999, compared to $54.1 million for the nine months ended June 30, 1998, for an
increase of $34.5 million, or 64%. Non-interest income is comprised of loan
servicing fees, community banking and commercial banking related fees and gains
from mortgage banking and Small Business Administration ("SBA") banking.

Net loan servicing fees increased $15.8 million, or 66%, during the nine
months ended June 30, 1999, compared to the nine months ended June 30, 1998.
This increase was due to a larger servicing portfolio and higher servicing fees
received per loan. On average, the portfolio of single family loans serviced for
others was $22.9 billion for the nine months ended June 30, 1999, compared to
$20.8 billion for the nine months ended June 30, 1998, for an increase of $2.1
billion, or 10%. The portfolio's growth came from purchases of servicing rights
and sales of originated single family loans, partially offset by payoffs and
amortization. Purchases of servicing rights totalled $5.6 billion during the
current period, including $3.4 billion on June 30. Loan servicing rights
purchased during the current period included a significant amount of government
guaranteed loans that yield a higher servicing fee per loan, thereby
contributing to the increased servicing fees earned. The average annualized
service fee per loan was 41.4 basis points

BANK UNITED CORP.

during the nine months ended June 30, 1999, compared to 36.8 basis points for
the year ago period. During the nine months ended June 30, 1998, the Company
recorded a $4.8 million valuation allowance to recognize the risks associated
with expected increased prepayments on the servicing portfolio's underlying
loans. No additional valuation allowance was required during the current period.
The Company services loans for its own portfolio ($4.7 billion at June 30, 1999)
as well as others ($25.9 billion at June 30, 1999), bringing the total servicing
portfolio to $30.6 billion at June 30, 1999.

Net gains from mortgage banking and SBA banking sales made in the ordinary
course of business comprised the majority of the $19.8 million of gains during
the nine months ended June 30, 1999, up $11.7 million, or 143% over the year ago
period. Increased volumes sold ($2.6 billion during the current period compared
to $1.3 billion during the prior year period) and changes in the mix of products
sold resulted in higher mortgage banking gains of $16.8 million during the nine
months ended June 30, 1999, compared to $5.5 million during the nine months
ended June 30, 1998. Increased SBA banking sales resulted in a $1.0 million, or
42% increase in related gains, which totalled $3.4 million during the nine
months ended June 30, 1999, compared to $2.4 million during the year ago period.

Other non-interest income, which is primarily comprised of community banking
and commercial banking related fees, increased $7.0 million, or 32%, during the
nine months ended June 30, 1999, compared to the year ago period. Growth in the
number of checking accounts from 173,000 at June 30, 1998, to 208,000 at June
30, 1999 contributed to increased checking account and other deposit related
fees. Commissions earned on sales of annuities due to increased volumes sold and
income related to the mortgage banker finance business also contributed to this
increase.

NON-INTEREST EXPENSE
Non-interest expense was $172.3 million and $138.8 million for the nine
months ended June 30, 1999 and 1998. Included in these amounts are litigation
expenses of $5.8 million and $1.4 million related to the Company's Court of
Claims case against the federal government. See "Legal Proceedings". Excluding
these litigation expenses, non-interest expense for the nine months ended June
30, 1999 and 1998, was $166.5 million and $137.4 million, for an increase of
21%. This increase exhibits the continued growth in all businesses of the
Company, most particularly the community bank and the commercial bank. During
the nine months ended June 30, 1999, the community bank's retail branch network
expanded from 80 branch locations to 144. The Midland acquisition in February
1999 and the 7-Day Banking Center initiative, which resulted in the opening of
48 new Kroger store locations in April 1999, contributed to this growth. Costs
incurred during third quarter 1999 relating to the 7-Day Banking Center
initiative approximated $3.7 million or $.07 per diluted share. Record loan
volumes in the commercial bank contributed to additional expenses in that
business. Technology initiatives, including the Year 2000 effort, and real
estate owned expenses also contributed to the overall expense increase. The
Company's efficiency ratio for the nine months ended June 30, 1999 was 49.93%
compared to 50.23% for the year ago period.

INCOME TAX EXPENSE
Income tax expense increased during the nine months ended June 30, 1999,
primarily due to two positive income tax adjustments totalling $33.5 million
recorded during the year ago period. During the nine months ended June 30, 1998,
the Company successfully resolved an outstanding tax benefit lawsuit with the
Federal Deposit Insurance Corporation, which resulted in a positive income tax
adjustment of approximately $6.0 million, or $0.18 per diluted share.
Additionally, the Company recognized a positive income tax adjustment of $27.5
million, or $0.85 per diluted share, during the year ago period resulting from
the anticipated use of additional net operating losses against future taxable
income.

DISCUSSION OF CHANGES IN FINANCIAL CONDITION FROM SEPTEMBER 30, 1998 TO JUNE 30,
1999

GENERAL
Total assets increased $1.8 billion or 13% to $15.4 billion at June 30, 1999
from $13.6 billion at September 30, 1998. This increase occurred primarily due
to growth in the commercial loan portfolio, which was financed with FHLB
advances and higher deposit levels.

BANK UNITED

Securities and other investments increased $32.6 million during the nine
months ended June 30, 1999. During this period, the Company purchased $133.2
million of securities, of which $41.9 million were acquired in the Midland
transaction, and $100.0 million matured. Additionally, $355.8 million of SBA
loans were securitized, of which $339.6 million were sold.

MBS increased $137.3 million, or 15%, during the nine months ended June 30,
1999. During this period, $435.3 million of MBSs were purchased, a large portion
of which were AAA and AA rated commercial MBSs. Principal repayments of $277.3
million for the nine months ended June 30, 1999, were lower than the prior
period repayments of $396.3 million due to a lower average portfolio balance
outstanding during the current period. The net unrealized loss on securities
available for sale increased $12.7 million during the nine months ended June 30,
1999 due to the recent rise in market interest rates.

Total loans increased $1.6 billion, or 15%, during the nine months ended June
30, 1999, as a result of the Company's continued expansion of its commercial and
consumer lending lines of business. At June 30, 1999, commercial and consumer
loans totalled 47% of the Company's total loan portfolio, compared to 37% at
September 30, 1998.

ORIGINATION, PURCHASE, AND SALE OF LOANS

FOR THE NINE MONTHS ENDED JUNE 30,
----------------------------------
1999 1998
--------------- ---------------
(IN THOUSANDS)

Beginning balance, September 30 ....................... $ 10,803,744 $ 8,995,229
Fundings
Single family .................................. 3,106,066 2,791,581
Commercial ..................................... 3,182,038 1,942,142
Consumer ....................................... 235,247 308,592
Purchases
Single family .................................. 1,304,542 113,100
Commercial ..................................... 899,946 579,843
Consumer ....................................... 25,472 172
Net change in mortgage banker finance line of credit 285,106 179,602
Repayments
Single family .................................. (1,944,992) (1,961,711)
Commercial ..................................... (2,178,987) (1,380,536)
Consumer ....................................... (136,017) (101,449)
Securitized loans sold or transferred .............. (1,006,873) (1,031,320)
Sales .............................................. (2,094,634) (687,696)
Other .............................................. (93,812) (35,760)
--------------- ---------------
Ending balance, June 30 ............................... $ 12,386,846 $ 9,711,789
=============== ===============

LOAN PORTFOLIO

JUNE 30, SEPTEMBER 30, JUNE 30,
1999 1998 1998
------------ ------------ -----------
(IN THOUSANDS)
Single family
Held for investment .......... $ 5,938,759 $ 4,699,103 $ 4,082,226
Held for sale ................ 712,233 2,149,009 2,048,921
Commercial ...................... 5,179,246 3,504,848 3,152,516
Consumer ........................ 620,088 497,811 473,061
Less allowance for credit losses (63,480) (47,027) (44,935)
------------ ------------ -----------
Total loans receivable ...... $ 12,386,846 $ 10,803,744 $ 9,711,789
============ ============ ===========

BANK UNITED CORP.

The commercial loan portfolio increased $1.7 billion, or 48%, since September
1998, due to originations and purchases. Commercial loan originations, which
primarily related to single family construction loans, totalled $3.2 billion for
the nine months ended June 30, 1999, compared to $1.9 billion for the year ago
period. Commercial loan purchases during the nine months ended June 30, 1999
included SBA loans of $480.2 million, loans collateralized by commercial real
estate of $253.7 million, and loans obtained in the Midland acquisition of
$117.6 million. Higher principal repayments during the nine months ended June
30, 1999, compared to the year ago period, were due to a larger portfolio
balance outstanding during the current period. All commercial loan categories
increased during the nine months ended June 30, 1999: single family construction
($413.8 million, or 53%), multi-family ($72.7 million, or 8%), commercial real
estate ($366.9 million, or 72%), commercial syndications ($80.3 million or 46%),
healthcare ($281.3 million, or 106%), mortgage banker finance line of credit
($285.1 million, or 36%), small business and SBA ($139.9 million, or 116%), and
energy and agriculture ($34.4 million, up from zero).

Single family loans decreased $197.1 million, or 3%, during the nine months
ended June 30, 1999. Single family loan originations totalled $3.1 billion for
the nine months ended June 30, 1999, compared to $2.8 billion for the year ago
period. The increase in originations was due to increased refinance activity
resulting from lower long-term market interest rates during the current period
as compared to the year ago period. Refinancings approximated $2.4 billion and
$2.0 billion, or 76% and 72%, of total single family loan originations during
the nine months ended June 30, 1999 and 1998. A large portion of these
originations were designated as held for sale, thereby contributing to the
increased sales volume during the nine months ended June 30, 1999. Single family
loan purchases totalled $1.3 billion for the nine months ended June 30, 1999,
compared to $113.1 million for the nine months ended June 30, 1998.

The consumer portfolio increased $122.3 million, or 25%, since September
1998, primarily due to originations of home improvement and home equity loans.

Mortgage servicing rights ("MSRs") increased $116.6 million during the nine
months ended June 30, 1999. During this period, the Company purchased servicing
rights associated with $5.6 billion in loans at a cost of $132.3 million. At
June 30, 1999, servicing rights associated with $4.8 billion of loans had not
yet been transferred to the Company, the majority of which is expected to be
transferred during the fourth quarter of fiscal 1999. Additionally, $43.4
million of MSRs were created during the current period through sales of
originated single family loans. In an effort to mitigate the risk that increased
prepayments would cause the MSR portfolio to decline in value, the Company
enters into interest rate floor agreements. During the nine months ended June
30, 1999, the Company reset its hedge position by selling certain interest rate
floor agreements and then purchasing new agreements with different terms and
maturities. The sale resulted in a deferred gain of $24.2 million. At June 30,
1999, the Company was party to $3.3 billion in interest rate floor agreements.
See "Discussion of Results of Operations for the Nine Months Ended June 30, 1999
and 1998 - Non-Interest Income."

The increase in intangible assets includes $28.6 million of goodwill related
to the Midland acquisition. The increase in servicing receivables and other
liabilities primarily relates to the growth in the Company's servicing
portfolio.

Deposits increased $415.0 million during the nine months ended June 30, 1999,
to $7.2 billion. Transaction accounts, which include checking, savings, money
market and escrow accounts rose $251.5 million, or 7%, during the nine months
ended June 30, 1999. This growth was in part due to deposits obtained in the
Midland acquisition, as well as the 7-Day Banking Centers opened during the
current period. Brokered deposits increased to $237.9 million at June 30, 1999.

During the nine months ended June 30, 1999, the Bank issued $150 million of
8% subordinated medium-term notes. Proceeds were used for general business
purposes.

LIQUIDITY
The Bank is required by OTS regulations to maintain a certain level of
liquidity. The Bank's average daily liquidity ratio for the quarter ended June
30, 1999 was 5.35%, compared to the requirement of 4.0%.

BANK UNITED CORP.

The primary sources of funds are deposits, FHLB advances, securities sold
under agreements to repurchase and federal funds purchased, principal repayments
on loans and MBS, and proceeds from the issuance of debt and stock. These funds
are principally used to meet ongoing commitments related to deposit withdrawals,
repayment of borrowings, funding of existing and continuing loan commitments,
and to maintain liquidity. Management believes that the Bank has adequate
resources to fund all of its commitments.

The Company's ability to pay dividends on its common stock and to meet its
other cash obligations is dependent upon the receipt of dividends from the Bank.
The declaration of dividends by the Bank on all classes of its capital stock is
subject to the discretion of the Board of Directors of the Bank, the terms of
the Bank preferred stock, and applicable regulatory requirements. At June 30,
1999, the Bank had $152.4 million of available capacity for the payment of
dividends under OTS regulations. See "Management's Discussion and Analysis -
Capital Resources and Liquidity" in the Company's 1998 Annual Report on Form
10-K.

REGULATORY MATTERS
The Bank's capital levels at June 30, 1999 and September 30, 1998 qualified
it as "well-capitalized", the highest of five tiers under applicable regulatory
definitions. The Bank's capital ratios at June 30, 1999 and September 30, 1998,
and the regulatory capital requirements were as follows:

JUNE 30, SEPTEMBER 30, CAPITAL ADEQUACY WELL-CAPITALIZED
1999 1998 REQUIREMENT REQUIREMENT
------- ------------- ---------------- ----------------

REQUIREMENT
Tangible capital .................. 6.60% 6.75% 1.50% --
Core/leverage capital ............. 6.62 6.77 3.00 5.00%
Tier 1 capital .................... 9.29 9.97 -- 6.00
Total risk-based capital .......... 11.24 10.48 8.00 10.00

The increase in the total risk-based capital ratio during the nine months
ended June 30, 1999, was due principally to the March 1999 issuance of $150
million of medium-term notes.

YEAR 2000
The Company has successfully tested 100% of all critical computer systems and
programs for Year 2000 readiness. It has completed repairing and testing all
in-house developed software. All planned vendor software upgrades are installed
and tested. Testing with third party service providers is complete. The
estimated costs to complete the Year 2000 project is $900,000. The Company
continues to assess the risks from other environmental factors, such as
electrical power supply, and voice and data transmission. Contingency plans have
been written and tested. Processes and procedures have been implemented to
ensure that non-compliant components are not introduced into a compliant
environment. Cash and liquidity plans have been written. A customer awareness
program has been implemented. The Company continues to monitor hardware/software
vendors and third party service providers for changes to their compliance
statement. See "Management's Discussion and Analysis - Contingencies and
Uncertainties - Year 2000" in the Company's 1998 Annual Report on Form 10-K.

DISCUSSION OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND
1998

GENERAL
Net income was $24.8 million or $0.77 per diluted share for the three months
ended June 30, 1999, compared to $23.9 million or $0.74 per diluted share for
the three months ended June 30, 1998. Increased net interest income, resulting
from higher levels of interest-earning assets and an increase in the net yield,
was offset by an increase in non-interest expenses, primarily due to higher
levels of loan activity and community bank branch expansion.

NET INTEREST INCOME
Net interest income was $88.1 million for the three months ended June 30,
1999, compared to $75.2 million for the three months ended June 30, 1998,
resulting in a $12.9 million, or 17% increase. This increase was due to a $1.8
billion, or 15%, increase in average interest-earning assets, a change in the
composition of the assets and deposits and an improvement in the net yield.

BANK UNITED CORP.

AVERAGE BALANCE SHEET, INTEREST INCOME/EXPENSE, AND AVERAGE YIELD/RATE

FOR THE THREE MONTHS ENDED JUNE 30,
----------------------------------------------------------------------
1999 1998
--------------------------------- ---------------------------------
AVERAGE YIELD/ AVERAGE YIELD/
BALANCE INTEREST RATE (1) BALANCE INTEREST RATE (1)
----------- -------- -------- ----------- -------- --------
(DOLLARS IN THOUSANDS)

Interest-earning assets
Short-term interest-earning assets ................ $ 371,153 $ 4,669 4.98% $ 552,931 $ 10,164 7.27%
Securities and other investments .................. 170,913 1,479 3.47 112,553 1,693 6.03
Mortgage-backed securities ........................ 1,111,184 17,649 6.35 1,202,004 19,962 6.64
Loans:
Single family .................................. 6,519,251 115,664 7.10 6,606,211 120,940 7.32
Commercial ..................................... 4,771,837 94,033 7.87 2,966,660 63,737 8.58
Consumer ....................................... 596,960 11,706 7.87 435,148 8,762 8.08
----------- -------- -------- ----------- -------- --------
Total loans ................................. 11,888,048 221,403 7.45 10,008,019 193,439 7.73
FHLB stock ........................................ 294,976 3,852 5.24 207,389 3,102 6.00
----------- -------- -------- ----------- -------- --------
Total interest-earning assets ................ 13,836,274 249,052 7.20 12,082,896 228,360 7.55
Non-interest-earning assets ........................ 1,159,086 955,112
----------- -----------
Total assets ................................. $14,995,360 $13,038,008
=========== ===========

Interest-bearing liabilities
Deposits ........................................ $ 6,656,593 72,163 4.35 $ 6,462,527 79,448 4.93
FHLB advances ................................... 5,825,687 73,729 5.01 4,079,943 58,242 5.65
Securities sold under agreements to repurchase
and federal funds purchased .................... 575,407 7,114 4.89 740,955 10,591 5.65
Notes payable ...................................... 370,034 7,904 8.54 219,954 4,892 8.90
----------- -------- -------- ----------- -------- --------
Total interest-bearing liabilities ........ 13,427,721 160,910 4.77 11,503,379 153,173 5.31
Non-interest-bearing liabilities, minority interest,
and stockholders' equity ....................... 1,567,639 1,534,629
----------- -----------
Total liabilities, minority interest, and
stockholders' equity .................... $14,995,360 $13,038,008
=========== ===========

Net interest income/interest rate spread ........... $ 88,142 2.43% $ 75,187 2.24%
======== ======== ======== ========

Net yield on interest-earning assets ............... 2.57% 2.49%
======== ========

Ratio of average interest-earning assets to
average interest-bearing liabilities ............ 1.03 1.05
======== ========

(1) Annualized.

The net yield was 2.57% for the three months ended June 30, 1999, compared to
2.49% for the three months ended June 30, 1998. An improvement in the cost of
funds, resulting from a decline in market interest rates, exceeded the
corresponding reduction in asset yields. The shift in the deposit mix to more
transaction accounts, as well as the addition of higher yielding commercial
loans, also continued to have a positive impact on the Company's net yield.

PROVISION FOR CREDIT LOSSES
The provision for credit losses totalled $5.6 million for the three months
ended June 30, 1999, up $3.8 million from $1.8 million for the three months
ended June 30, 1998. The negative single family loan provision during the three
months ended June 30, 1998 was a result of a reduction in the single family loan
portfolio during that period. Conversely, the increase in the single family loan
provision during the three months ended June 30, 1999, was a result of the
increase in the single family loan portfolio during that period. The commercial
loan provision for the three months ended June 30, 1999 exceeded the provision
for the year ago period as the portfolio increase during the current period
exceeded the portfolio increase for the year ago period. See "Discussion of
Results of Operations for the Nine Months Ended June 30, 1999 and 1998 Provision
for Credit Losses".

ALLOWANCE FOR CREDIT LOSSES

SINGLE
FAMILY COMMERCIAL CONSUMER TOTAL
-------- ---------- -------- --------
(IN THOUSANDS)

Balance at March 31, 1998 ....... $ 14,111 $ 28,427 $ 1,877 $ 44,415
Provision ..................... (920) 2,035 699 1,814
Net charge-offs .............. (606) (282) (406) (1,294)
-------- ---------- -------- --------
Balance at June 30, 1998 ........ $ 12,585 $ 30,180 $ 2,170 $ 44,935
======== ========== ======== ========

Balance at March 31, 1999 ....... $ 12,841 $ 43,949 $ 1,977 $ 58,767
Provision ..................... 2,149 3,086 358 5,593
Net charge-offs ............... (603) 89 (366) (880)
-------- ---------- -------- --------
Balance at June 30, 1999 ........ $ 14,387 $ 47,124 $ 1,969 $ 63,480
======== ========== ======== ========

NON-INTEREST INCOME
Non-interest income increased $4.6 million, or 20%, during the three months
ended June 30, 1999, compared to the three months ended June 30, 1998.

Net loan servicing fees increased $1.7 million, or 16% during the three
months ended June 30, 1999, compared to the year ago period. This increase was
due to higher servicing fees received per loan and, to a lesser extent, a
slightly larger servicing portfolio. The average annualized service fee per loan
was 43.2 basis points for the three months ended June 30, 1999, up from 41.2
basis points for the year ago period. On average, the portfolio of single family
loans serviced for others was $22.5 billion for the current period, compared to
$22.2 billion for the year ago period. See "Discussion of Results of Operations
for the Nine Months Ended June 30, 1999 and 1998 - Non-Interest Income".

Gains recognized from mortgage banking and SBA banking sales made in the
ordinary course of business comprised the majority of the net gains which
totalled $4.8 million during the current quarter. Mortgage banking gains
increased $705,000, or 24%, to $3.6 million for the three months ended June 30,
1999, compared to $2.9 million for the three months ended June 30, 1998, due to
changes in the mix of products sold. Increased SBA banking sales resulted in a
$474,000, or 67%, increase in related gains, which totalled $1.2 million during
the three months ended June 30, 1999, compared to $710,000 during the year ago
period.

Other non-interest income, which is primarily comprised of community banking
and commercial banking related fees, increased $1.6 million, or 18%, during the
three months ended June 30, 1999, compared to the three months ended June 30,
1998. This increase includes higher checking account and other deposit related
fees due to growth in the number of checking accounts and increased commissions
earned on sales of annuities.

NON-INTEREST EXPENSE
Non-interest expense was $62.8 million and $50.5 million for the three months
ended June 30, 1999 and 1998. Excluding Court of Claims litigation expenses of
$1.7 million and $450,000 for the same periods, non-interest expense increased
22%. This increase exhibits the continued growth in all businesses of the
Company. See "Discussion of Results of Operations for the Nine Months Ended June
30, 1999 and 1998 - Non-Interest Expense".

BANK UNITED CORP.

FORWARD-LOOKING INFORMATION
Statements and financial discussion and analysis, and quantitative and
qualitative disclosures about market risk, contained in this report that are not
historical facts are forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve a number of risks and uncertainties. The
important factors that could cause actual results to differ materially from the
forward-looking statements include, without limitation:

INTEREST RATES AND ECONOMY
o changes in interest rates and economic conditions;
o changes in the levels of loan prepayments and the resulting effects on the
value of the loan and servicing portfolios and the related hedging
instruments;
o changes in local economic and business conditions adversely affecting the
Company's borrowers and their ability to repay their loans according to their
terms or impacting the value of the related collateral;
o changes in local economic and business conditions adversely affecting the
Company's customers other than borrowers and their ability to transact
profitable business with the Company;

COMPETITION AND PRODUCT AVAILABILITY
o increased competition for deposits and loans adversely affecting rates and
terms;
o changes in availability of loans originated by other financial institutions or
the Company's ability to purchase such loans on favorable terms;
o changes in availability of single family servicing rights in the marketplace
and the Company's ability to purchase such assets on favorable terms;
o the Company's ability to make acquisitions of other depository institutions,
their assets or their liabilities on terms favorable to the Company, and the
Company's successful integration of any such acquisitions;

CHANGE IN COMPANY'S ASSET MIX
o increased credit risk in the Company's assets and increased operating risk
caused by an increase in commercial and consumer loans and a decrease in
single family mortgage loans as a percentage of the total loan portfolio;

LIQUIDITY AND CAPITAL
o changes in availability of funds increasing costs or reducing liquidity;
o changes in the ability of the Company to pay dividends on its common stock;
o increased asset levels and changes in the composition of assets and the
resulting impact on the Bank's capital levels and regulatory capital ratios;

SYSTEMS
o the Company's ability to acquire, operate, and maintain cost effective and
efficient systems;
o the Company's ability to complete its project to assess and resolve any Year
2000 problems on time;

PERSONNEL
o the loss of senior management or operating personnel and the potential
inability to hire qualified personnel at reasonable compensation levels;

REGULATORY, COMPLIANCE, AND LEGAL
o changes in applicable statutes and government regulations or their
interpretations;
o claims of noncompliance by the Company with statutory and regulatory
requirements;
o claims with respect to representations and warranties made by the Company to
purchasers and insurers of mortgage loans and to purchasers of MSRs;
o changes in the status of litigation to which the Company is a party.

For further information regarding these factors, see "Risk Factors" in the
prospectus dated August 4, 1999, relating to the universal shelf for the
issuance of up to $830 million in various securities filed with the SEC (File
No. 333-75937 and File No. 333-83797).

BANK UNITED CORP.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss from adverse changes in market prices and
interest rates. The Company's principal market risk exposure is to changes in
interest rates. The Company is most affected by changes in U. S. Treasury rates
and London InterBank Offered Rates ("LIBOR") because many of the Company's
financial instruments reprice based on these indices. Interest rate risk arises
primarily from differences in the duration or repricing of the Company's assets,
liabilities, and financial instruments with off-balance-sheet risk. The
Company's management actively monitors and manages its interest rate risk
through structuring the balance sheet and off-balance-sheet portfolios by
seeking to maximize net interest income while maintaining an acceptable level of
risk to changes in market interest rates. The achievement of this goal requires
a balance between profitability, liquidity, and interest rate risk. See
discussion in "Business - Market Risk Analysis" in the Company's 1998 Annual
Report on Form 10-K.

The following table represents an analysis of the sensitivity inherent in the
Company's net interest income over a 12 month period and market value of
portfolio equity arising from hypothetical changes in market interest rates
("MVE"). MVE is the market value of assets, less the market value of
liabilities, adjusted for the market value of MSRs and off-balance-sheet
instruments. The interest rate scenarios presented in the table include interest
rates at June 30, 1999 and September 30, 1998 and adjusted by instantaneous
parallel rate changes upward and downward of up to 200 basis points. Each rate
scenario has unique prepayment, repricing, and reinvestment assumptions.
Prepayments are assumed to increase as rates decrease and to slow as rates
increase.

JUNE 30, 1999 SEPTEMBER 30, 1998
------------------------- -------------------------
CHANGE IN NET INTEREST NET INTEREST
INTEREST RATES INCOME MVE INCOME MVE
- -------------- ------------ ------ ------------ ------
+200 (7.45)% (23.87)% (2.92)% (4.63)%
+100 (2.78) (9.82) (0.48) (2.63)
0 0.00 0.00 0.00 0.00
-(100) 0.74 0.25 1.13 (3.86)
-(200) 0.77 5.72 2.39 1.68

BANK UNITED CORP.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
In July 1995, the Bank, the Parent Company, and Hyperion Partners L.P.
(collectively, the "Plaintiffs") filed suit (the "Forbearance Lawsuit") against
the United States of America in the United States Court of Federal Claims for
breach of contract and other claims. The action arose because the passage of
Financial Institutions Reform, Recovery, and Enforcement Act of 1989 ("FIRREA")
and the regulations adopted by the OTS pursuant to FIRREA deprived Plaintiffs of
their contractual rights.

In March 1999, United States Court of Federal Claims granted the Company's
motion for summary judgment on the issue of liability and held that the United
States was liable for claims in the case filed by the plaintiffs relating to the
government's breach of promises made when the Bank acquired a failed savings and
loan association in late 1988. The Company's case will now proceed to trial on
the amount of damages. The trial is scheduled to begin on September 13, 1999.
The Company continues to conduct discovery and to prepare for trial. See "Legal
Proceedings" in the Company's 1998 Annual Report on Form 10-K.

On August 5, 1999, the court denied a motion for summary judgment filed by
the United States of America on the issue of lost profits damages.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.

ITEM 5. OTHER INFORMATION
Not applicable.

ITEM 6A. EXHIBITS

EXHIBIT NO. IDENTIFICATION OF EXHIBIT

*15.1 - Letter in Lieu of Consent of KPMG LLP, independent accountants
*27.1 - Financial Data Schedule, Quarter Ended June 30, 1999

* Filed herewith.

ITEM 6B. REPORTS ON FORM 8-K
On April 2, 1999, the Company filed a report on Form 8-K, reporting under
Item 5 of Form 8-K, which disclosed that the trial date in the Forbearance
Lawsuit (see "Legal Proceedings") had been set for September 13, 1999.

On June 9, 1999, the Company filed a report on Form 8-K, reporting under Item
4 of Form 8-K, which disclosed a change in the registrant's certifying
accountant from Deloitte & Touche LLP to KPMG LLP effective June 3, 1999.

On June 23, 1999, the Company filed a report on Form 8-K amending the report
filed on June 9, 1999. This amendment clarified that Deloitte & Touche LLP was
dismissed.

BANK UNITED CORP.

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.

BANK UNITED CORP.
(Registrant)

Date AUGUST 11, 1999 /S/ BARRY C. BURKHOLDER
Barry C. Burkholder
President
Chief Executive Officer
(Duly Authorized Officer)

Date AUGUST 11, 1999 /S/ ANTHONY J. NOCELLA
Anthony J. Nocella
Vice Chairman
Chief Financial Officer