As Filed with the Securities and Exchange Commission on July 6, 2000

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
Under Section 13(e) of the Securities Exchange Act of 1934

AMENDMENT NO. 2

BANKATLANTIC BANCORP, INC.
---------------------------
(Name of the Issuer)

BANKATLANTIC BANCORP, INC.
BFC FINANCIAL CORPORATION
BBC SUB, INC.
ALAN B. LEVAN
JOHN E. ABDO
---------------------------------------
(Name of Person(s) Filing Statement)

Class B Common Stock, Par Value $.01 Per Share
-----------------------------------------------
(Title of Class of Securities)

065908105
-----------------------------------------------
(CUSIP Number of Class of Securities)

Alan B. Levan
Chief Executive Officer
BankAtlantic Bancorp, Inc.
1750 East Sunrise Boulevard
Fort Lauderdale, Florida 33304
(954) 760-5000
----------------------------------------------------------------------------
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)

Please send copies of all communications to:

Alison W. Miller, Esq.
Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
150 West Flagler Street, Suite 2200
Miami, Florida 33130

This statement is filed in connection with (check the appropriate box):

a. [X] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.

b. [ ] The filing of a registration statement under the Securities Act of 1933.

c. [ ] A tender offer.

d. [ ] None of the above.

Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]

Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]

CALCULATION OF FILING FEE

- ----------------------------------------- -------------------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE
- ----------------------------------------- -------------------------------------
$39,581,160 $7,916.23
- ----------------------------------------- -------------------------------------

* For purposes of calculating the filing fee only. This calculation assumes the
purchase of 6,596,860 shares of Class B Common Stock of BankAtlantic Bancorp,
Inc. (which includes 4,954,022 currently outstanding shares of Class B Common
Stock and 1,642,838 Options to acquire Class B Common Stock) at $6.00 per share
in cash. The amount of the filing fee, calculated in accordance with Regulation
240.0-11(b) promulgated under the Securities Exchange Act of 1934, as amended,
equals 1/50 of one percent of the value of the maximum number of shares proposed
to be purchased as described in the proxy statement.

[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.

1) Amount Previously Paid: $7,916.23
2) Form or Registration No.: SCHEDULE 13E-3, FILE NO. 5-43699
3) Filing Party: BANKATLANTIC BANCORP, INC
4) Date Filed: APRIL 10, 2000

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INTRODUCTION

This Amendment No. 2 to Rule 13e-3 Transaction Statement on Schedule 13e-3 (the
"Statement") is being filed pursuant to Section 13(e) of the Securities and
Exchange Act of 1934, as amended, and Rule 13e-3 thereunder, by BankAtlantic
Bancorp, Inc., a Florida corporation (the "Company") and the issuer of the class
of equity securities that is the subject of the transaction, BFC Financial
Corporation, a Florida corporation ("BFC"), BBC Sub, Inc., a Florida corporation
and the Company's wholly-owned subsidiary ("BBC Sub"), Alan B. Levan and John E.
Abdo, and relates to the merger of BBC Sub with and into the Company (the
"Merger"). The terms and conditions of the Merger are contained in the Amended
and Restated Merger Agreement, dated March 29, 2000, between the Company and BBC
Sub (the "Merger Agreement"), and are described in the Proxy Statement filed
herein as Exhibit (a)(1). The Merger Agreement is attached as Appendix A to the
Proxy Statement and is incorporated by reference in Item 16(d) to the Statement.

The responses and cross-references presented below provide the locations in the
Proxy Statement (including the appendices thereto) of the information required
to be included in response to the items of this Statement. The information in
the Proxy Statement, including all exhibits thereto, is hereby expressly
incorporated herein by reference and the responses to each item in this Proxy
Statement is qualified in their entirety by the information contained in the
Proxy Statement, including all exhibits thereto.

ITEM 1. SUMMARY TERM SHEET.

The information set forth in the "Summary Term Sheet" in the
Proxy Statement is incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION.

(a) The information set forth on the "Cover Page" and under the
caption "Where You Can Find More Information" in the Proxy
Statement is incorporated herein by reference.

(b) The information set forth on the "Cover Page" and under the
caption "Special Factors--Background of the Merger" in the
Proxy Statement is incorporated herein by reference.

(c) The information set forth under the caption "Market Price
Information; Dividends" in the Proxy Statement is incorporated
herein by reference.

(d) The information set forth under the caption "Market Price
Information; Dividends" in the Proxy Statement is incorporated
herein by reference.

(e) Not applicable.

(f) The Company, in connection with its buy-back programs, has
purchased shares of the Class B Common Stock during the past
two years. The amount of securities purchased, the range of
prices paid and the average purchase price for each quarter
during the past two years is set forth below. The Company has
not purchased any shares of Class B Common Stock during the
third quarter of 2000.

AMOUNT OF AVERAGE
QUARTER SECURITIES PURCHASED RANGE OF PRICES PURCHASE PRICE
-------------------------------- --------------------------- -------------------- --------------------

Year Ending December 31, 2000
2nd Quarter.................. 100,000 $ 5.94-6.00 $ 5.98
1st Quarter.................. 512,500 $ 5.75-6.00 $ 5.92

Year Ended December 31, 1999
4th Quarter.................. -- -- --
3rd Quarter.................. 221,345 $ 6.57-7.93 $ 7.07
2nd Quarter.................. -- -- --
1st Quarter.................. -- -- --

Year Ended December 31, 1998
4th Quarter.................. 35,650 $ 5.98 $ 5.98
3rd Quarter.................. -- -- --
2nd Quarter.................. 500,250 $ 10.87-13.42 $ 12.39
1st Quarter.................. 349,025 $ 12.61-13.03 $ 12.73

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ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

(a) The name, business address and business telephone number of
each filing person on this Statement are:

BankAtlantic Bancorp, Inc. Alan B. Levan
1750 East Sunrise Boulevard 1750 East Sunrise Boulevard
Fort Lauderdale, Florida 33304 Fort Lauderdale, Florida 33304
(954) 760-5000 (954) 760-5000

BFC Financial Corporation John E. Abdo
1750 East Sunrise Boulevard 1750 East Sunrise Boulevard
Fort Lauderdale, Florida 33304 Fort Lauderdale, Florida 33304
(954) 760-5200 (954) 760-5200

BBC Sub, Inc.
1750 East Sunrise Boulevard
Fort Lauderdale, Florida 33304
(954) 760-5000

The address and phone number of each executive officer and
director of the Company is the same as indicated above for the
Company, the address and phone number of each executive
officer and director of BFC is the same as indicated above for
BFC and the address and phone number of each executive officer
and director of BBC Sub is the same as indicated above for BBC
Sub.

BFC currently owns 49.8% of the outstanding Class B Common
Stock and 26.2% of the Class A Common Stock of the Company and
may be deemed to have effective control of the Company. BBC
Sub, as the Company's wholly-owned subsidiary, is controlled
by the Company. Alan B. Levan, Chairman of the Board and Chief
Executive Officer of the Company, is also Chairman of the
Board and Chief Executive Officer of BFC and beneficially owns
45.6% of the outstanding shares of BFC. John E. Abdo, a
director of the Company and Vice Chairman of the Board, is
also a director of BFC and Vice Chairman of its Board and
beneficially owns 15.8% of the outstanding shares of BFC. As
indicated above under Item 2, the Company is the entity that
is the subject of the transaction.

(b) BFC is a unitary savings bank holding company as a consequence
of its ownership interest in the common stock of the Company.
BBC Sub was formed for the sole purpose of merging with and
into the Company pursuant to the terms and conditions of the
Merger Agreement. Both BFC and BBC Sub were incorporated in
the state of Florida. No executive officer or director of BFC
or BBC Sub or person controlling BFC or BBC Sub was: (i)
convicted in a criminal proceeding during the last five years
(excluding traffic violations or similar misdemeanors) or (ii)
a party to any judicial or administrative proceeding during
the past five years (except for matters that were dismissed
without sanction or settlement) that resulted in a judgment,
decree or final order enjoining the person from future
violations of, or prohibiting activities subject to, federal
or state securities laws, or a finding of any violation of
federal or state securities laws.

(c) With regard to the employment and background information of
the executive officers and directors of the Company, the
information set forth under the caption "Proposals at the
Annual Meeting - Proposal Two: Election of Directors" is
incorporated herein by reference. With regard to the
employment and background information of Mr. Levan and Mr.
Adbo the information set forth under the caption "Proposals at
the Annual Meeting - Proposal Two: Election of Directors" is
incorporated herein by reference. The employment and
background information of other BFC executive officers and
directors are as follows: Glen Gilbert has been Executive Vice
President of BFC since July 1997 and prior to that date, he
served as BFC's Senior Vice President; Earl Pertnoy has been a
director of BFC since 1978 and has primarily been a real estate
investor and developer for the past five years; and Carl E. B.
McKenry, Jr., has been a director of BFC since 1981 and has been
employed by The University of Miami in various capacities since
1955, currently as the director of the Small Business Institute
at The University of Miami in Coral Gables, Florida. The
addresses of the Company and BFC are provided above under
subsection (a) of this Item 3.

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Neither Mr. Levan nor Mr. Abdo was: (i) convicted in a
criminal proceeding during the last five years (excluding
traffic violations or similar misdemeanors) or (ii) a party to
any judicial or administrative proceeding during the past five
years (except for matters that were dismissed without sanction
or settlement) that resulted in a judgment, decree or final
order enjoining the person from future violations of, or
prohibiting activities subject to, federal or state securities
laws, or a finding of any violation of federal or state
securities laws. To the best respective knowledge of the
Company and BFC, none of their respective executive officers,
directors or control persons were (i) convicted in a criminal
proceeding during the last five years (excluding traffic
violations or similar misdemeanors) or (ii) a party to any
judicial or administrative proceeding during the past five
years (except for matters that were dismissed without sanction
or settlement) that resulted in a judgment, decree or final
order enjoining the person from future violations of, or
prohibiting activities subject to, federal or state securities
laws, or a finding of any violation of federal or state
securities laws.

Mr. Levan and Mr. Abdo and all executive officers and
directors of the Company, BFC and BBC Sub are citizens of the
United States.

ITEM 4. TERMS OF THE TRANSACTION.

(a)(i) The information set forth on the "Cover Page" and under the
caption "Special Factors--Background of the Merger--Reasons
for the Merger; Recommendation of the Special Committee and
Board of Director" in the Proxy Statement is incorporated
herein by reference.

(ii) The information set forth on the "Cover Page" and under the
caption "Special Factors--Background of Merger" in the Proxy
Statement is incorporated herein by reference.

(iii) The information set forth under the caption "Special
Factors--Reasons for the Merger; Recommendation of the Special
Committee and Board of Directors" in the Proxy Statement is
incorporated herein by reference.

(iv) The information set forth on the "Cover Page" and under the
caption "Information Concerning the Special Meeting" in the
Proxy Statement is incorporated herein by reference.

(v) The information set forth under the caption "Description of
Capital Stock--Common Stock" in the Proxy Statement is
incorporated herein by reference.

(vi) The information set forth under the caption "The
Merger--Accounting Treatment" in the Proxy Statement is
incorporated herein by reference.

(vii) The information set forth under the caption "Special
Factors--Material Federal Income Tax Consequences of the
Merger" in the Proxy Statement is incorporated herein by
reference.

(c) The information set forth under the caption "Special
Factors--Dissenters' Rights" in the Proxy Statement is
incorporated herein by reference.

(d) The information set forth under the captions "Where You Can
Find More Information" and "Special Factors--Dissenters'
Rights" in the Proxy Statement is incorporated herein by
reference.

(e) None.

(f) Not applicable.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

(a) The information set forth under the caption "Proposals of the
Annual Meeting - Election of Directors - Certain
Relationships and Related Transactions" in the Proxy Statement
is incorporated herein by reference.

(b) Not applicable.

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(e) Not applicable. The Company may, from time to time in the
ordinary course of its business, issue stock options and
restrict stock awards to its directors, officers and
employees.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

(b) The information set forth on the "Cover Page" in the Proxy
Statement is incorporated herein by reference.

(c)(1) The information set forth under the caption "The Merger" in
the Proxy Statement is incorporated herein by reference.

(2) Not applicable.

(3) The information set forth under the caption "Risk Factors--The
Proposed Transaction will Increase Our Leverage" in the Proxy
Statement is incorporated herein by reference.

(4) Not applicable.

(5) Not applicable.

(6) The information set forth under the captions "Summary Term
Sheet -- What Effects May Result from the Merger" and
"Proposal One: The Merger--Conversion of Common Stock" in the
Proxy Statement is incorporated herein by reference.

(7) Not applicable.

(8) Not applicable.

ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.

(a) The information set forth under the caption "Special Factors
-- Reasons for the Merger; Recommendation of the Special
Committee and Board of Directors" in the Proxy Statement is
incorporated herein by reference.

(b) The information set forth under the caption "Special Factors
-- Background of the Merger" in the Proxy Statement is
incorporated herein by reference.

(c) The information set forth under the caption "Special Factors
-- Background of the Merger" in the Proxy Statement is
incorporated herein by reference.

(d) The information set forth under the captions "Summary Term
Sheet -- What Will I Receive in the Merger?" -What Effects May
Result from the Merger?", Special Factors -- Background of the
Merger - Effects of the Merger -- Interests of Certain Persons
in the Merger; Conflicts of Interest -- Conduct of the
Company's Business if the Merger is Not Completed -Material
Federal Income Tax Consequences of the Merger," "The Merger --
Conversion of Common Stock -- Treatment of Options and
Convertible Securities -- Management After the Merger" and
"Selected Pro Forma Consolidated Financial Data of
BankAtlantic Bancorp, Inc. and Subsidiaries" in the Proxy
Statement is incorporated herein by reference.

ITEM 8. FAIRNESS OF THE TRANSACTION.

(a)-(b) The information set forth under the captions "Special Factors
-- Background of the Merger -Reasons for the Merger;
Recommendation of the Special Committee and Board of Directors
-Fairness Opinion of Keefe Bruyette & Woods -- Fairness
Opinion of Lehman Brothers" in the Proxy Statement is
incorporated herein by reference.

(c) The information set forth on the "Cover Page" and under the
captions "Summary Term Sheet -What Shareholder Vote is
Required to Approve the Merger Agreement and to Elect
Directors?" and "Special Factors -- Reasons for the Merger;
Recommendation of the Special Committee and Board of
Directors" in the Proxy Statement is incorporated herein by
reference.

(d) The Special Committee retained independent unaffiliated
representation to act on behalf of the unaffiliated security

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holders. See "Special Factors -- Background of the Merger
-Fairness Opinion of Keefe Bruyette & Woods." The Special
Committee also retained independent legal counsel.

(e) The information set forth on the Cover Page and under the
caption "Special Factors -- Reasons for the Merger;
Recommendation of the Special Committee and Board of
Directors" in the Proxy Statement is incorporated herein by
reference.

(f) Not applicable.

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.

(a) The information set forth under the caption "Special Factors
-- Background of the Merger -Reasons for the Merger;
Recommendation of the Special Committee and Board of Directors
-Fairness Opinion of Keefe Bruyette & Woods -- Fairness
Opinion of Lehman Brothers" in the Proxy Statement is
incorporated herein by reference.

(b)(1-3) The information set forth under the captions "Summary Term
Sheet - Did the Board and the Special Committee Retain
Financial Advisors?" and "Special Factors -- Background of the
Merger -- Fairness Opinion of Keefe Bruyette & Woods --
Fairness Opinion of Lehman Brothers" in the Proxy Statement is
incorporated herein by reference.

(4) The information set forth under the caption "Special Factors
-- Fees and Expenses of the Mergers; Sources of Funds" in the
Proxy Statement is incorporated herein by reference.

(5) The information set forth under the caption "Special Factors
-- Background of the Merger" in the Proxy Statement is
incorporated herein by reference.

(6) The information set forth under the captions "Special Factors
-- Background of the Merger -Fairness Opinion of Keefe
Bruyette & Woods -- Fairness Opinion of Lehman Brothers" in
the Proxy Statement is incorporated herein by reference.

(c) The fairness opinions of Keefe Bruyette & Woods and Lehman
Brothers have been included as appendices to the Proxy
Statement.

ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.

(a)-(d) The information set forth under the captions "Summary Term
Sheet - How is the Company Planning on Financing the Merger?"
and "Special Factors -- Fees and Expenses of the Merger;
Sources of Funds" in the Proxy Statement is incorporated
herein by reference. There are no alternative financing
arrangements or plans in the event the primary financing plan
falls through.

ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a) The information set forth under the captions "Security
Ownership of Certain Beneficial Owners and Management" in the
Proxy Statement is incorporated herein by reference.

(b) During the 60 day period prior to the date of the filing of
this Statement, the following open market purchase
transactions (by settlement date) were made by the Company
regarding the Class B Common Stock:

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AMOUNT OF
CLASS B SHARES
DATE PURCHASED PRICE PER SHARE BROKER
---- -------------- --------------- ------

3/24/00 7,500 5.750 Bear Stearns

3/27/00 50,000 5.875 Bear Stearns

3/29/00 20,000 5.9375 Bear Stearns

3/30/00 5,000 5.9375 Bear Stearns

3/31/00 45,000 6.00 Bear Stearns

4/03/00 20,000 6.00 Bear Stearns

4/04/00 12,500 6.00 Bear Stearns

4/05/00 40,000 5.94 Bear Stearns

4/06/00 20,000 6.00 Bear Stearns

4/07/00 20,000 6.00 Bear Stearns

4/10/00 20,000 6.00 Bear Stearns

There has also been transactions in the Class B Common Stock
by certain executive officers of the Company during the 60 day
period prior to the date of the filing of this Statement. On
April 27, 2000, Jean Carvalho, exercised options to acquire an
aggregate of 20,000 shares of Class B Common Stock at an
exercise price of $3.391 per share and sold all of these
shares in the open market at $6 per share. On April 28, 2000,
Jean Carvalho exercised options to acquire 100 shares of Class
B Common Stock at an exercise price of $3.391 per share and
sold all of these shares in the open market at $6 per share.
On May 3, 2000, Andrea Weiner-Allen exercised options to
acquire 4,816 shares of Class B Common Stock at an exercise
price of $3.391 per share and sold all of these shares at $6
per share.

ITEM 12. THE SOLICITATION OR RECOMMENDATION.

(d) The information set forth under the captions "Special Factors
-- Background of the Merger -Reasons for the Merger;
Recommendation of the Special Committee and Board of
Directors" in the Proxy Statement is incorporated herein by
reference.

(e) The information set forth under the caption "Special Factors
-- Reasons for the Merger; Recommendation of the Special
Committee and Board of Directors" in the Proxy Statement is
incorporated herein by reference.

ITEM 13. FINANCIAL STATEMENTS.

(a) The information set forth under the caption "Selected
Consolidated Financial Data" and the financial statements
incorporated by reference under the Company reports
incorporated by reference under the caption "Where You Can
Find More Information" in the Proxy Statement are incorporated
herein by reference.

(b) The information set forth under the caption "Selected Pro
Forma Consolidated Financial Data of BankAtlantic Bancorp,
Inc. and Subsidiaries" in the Proxy Statement is incorporated
herein by reference.

ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

(a) Not applicable.

(b) Not applicable.

ITEM 15. ADDITIONAL INFORMATION.

The information set forth in the Proxy Statement and
Appendices thereto is incorporated herein by reference in its
entirety.

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ITEM 16. EXHIBITS.

(a) (1) Definitive Proxy Statement.

(2) Form of Proxy Card of holders of Class B Common Stock
(attached as Appendix E to the Proxy Statement filed as
Exhibit (a)(1) hereto).

(3) Form of Proxy Card of holders of Class A Common Stock
(attached as Appendix F to the Proxy Statement filed as
Exhibit (a)(1) hereto).

(4) Form of Letter of Transmittal.

(b) Indenture with respect to the Company's Subordinated
Investment Notes (incorporated by reference to Exhibit 4 to
the Company's Registration Statement on Form S-3, filed with
the Securities and Exchange Commission on December 20, 1999).

(c)(1) Opinion of Keefe, Bruyette & Woods, dated April 6, 2000
(attached as Appendix B to the Proxy Statement filed as
Exhibit (a)(1) hereto).

(2) Presentation materials of Keefe, Bruyette & Woods, Inc.*

(3) Opinion of Lehman Brothers, dated January 13, 2000 (attached
as Appendix C to the Proxy Statement filed as Exhibit (a)(1)
hereto).

(4) Presentation materials of Lehman Brothers.*

(d) Amended and Restated Agreement and Plan of Merger, dated as of
March 29, 2000, by and among BankAtlantic Bancorp, Inc. and
BBC Sub, Inc. (attached as Appendix A to the Proxy Statement
filed as Exhibit (a)(1) hereto).

(f) Dissenters Rights under Sections 607.1301, 607.1302 and
607.1320 of the Florida Business Corporations Act (attached as
Appendix D to the Proxy Statement filed as Exhibit (a)(1)
hereto).

(g) Not applicable.

*Previously filed.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.

BANKATLANTIC BANCORP, INC.

By: /s/ Alan B. Levan
-----------------------------------------
Name: ALAN B. LEVAN
Title: CHAIRMAN & CHIEF EXECUTIVE OFFICER
Date: JULY 6, 2000

BFC FINANCIAL CORPORATION

By: /s/ Alan B. Levan
-----------------------------------------
Name: ALAN B. LEVAN
Title: CHAIRMAN & CHIEF EXECUTIVE OFFICER
Date: JULY 6, 2000

BBC SUB, INC.

By: /s/ Alan B. Levan
-----------------------------------------
Name: ALAN B. LEVAN
Title: PRESIDENT
Date: JULY 6, 2000

ALAN B. LEVAN

/s/ Alan B. Levan
--------------------------------------------
Date: JULY 6, 2000

JOHN E. ABDO

/s/ John E. Abdo
--------------------------------------------
Date: JULY 6, 2000

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EXHIBIT INDEX

(a)(1) Definitive Proxy Statement.