SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT



                         Pursuant to Section 13 or 15(d)
                                       of
                       the Securities Exchange Act of 1934


                        Date of Report: February 3, 1999



                        BANKUNITED FINANCIAL CORPORATION
             -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)



    FLORIDA                        5-43936                       65-0377773    
---------------            -----------------------          -------------------
(State or other            (Commission File Number)             (IRS Employer
jurisdiction of                                              Identification No.)
incorporation)


                255 ALHAMBRA CIRCLE, CORAL GABLES, FLORIDA 33134
               --------------------------------------------------
               (Address of principal executive offices) (ZIP Code)



       Registrant's telephone number, including area code: (305) 569-2000

<PAGE>

Item 5.  OTHER EVENTS.

                  Attached hereto as Exhibit 20.1 is a press release regarding
         the issuance and sale by BankUnited, FSB (the "Bank"), a federally
         chartered savings bank and the subsidiary of BankUnited Financial
         Corporation (the "Registrant") of $200,000,000 aggregate principal
         amount of its 5.40% Senior Notes due February 2, 2004 (the "5.40%
         Notes"). The 5.40% Notes have been issued pursuant to an indenture (the
         "Indenture") dated as of November 4, 1998 between the Bank and The Bank
         of New York as trustee (the "Trustee"), to which the Federal Home Loan
         Bank of Atlanta (the "FHLB of Atlanta") has joined as a consenting
         party. Under the terms of the Indenture, the Bank may issue its Senior
         Notes from time to time, up to a total principal amount of
         $500,000,000, with maturities ranging from 9 months to 10 years from
         the date of issuance, and with a fixed or floating rate of interest.
         The full payment of the Senior Notes is supported by an irrevocable
         letter of credit (the "Letter of Credit") issued by the FHLB of Atlanta
         pursuant to a Letter of Credit Reimbursement Agreement between the Bank
         and the FHLB of Atlanta (the "Reimbursement Agreement"). The Bank
         intends to use the net proceeds from the sale of the Notes for general
         corporate purposes that will ultimately promote home financing or other
         housing activity and encourage and assist the Bank's asset liability
         management.

                  The Senior Notes are being offered without registration under
         the Securities Act of 1933, as amended (the "1933 Act"), in reliance
         upon an exemption therefrom provided by Section 3(a) of the 1933 Act,
         and without registration under the Securities Offering Regulations (12
         C.F.R. Part 563g) of the Office of Thrift Supervision (the "OTS"), in
         reliance upon an exemption therefrom provided by Section 3(a)(2) of the
         1933 Act as such exemption is incorporated by reference therein.

                  Pursuant to the Distribution Agreement dated November 4, 1998
         (the "Distribution Agreement") by and among the Bank and Credit Suisse
         First Boston Corporation, PaineWebber Incorporated and Prudential
         Securities Incorporated (the "Agents"), the Bank has appointed the
         Agents exclusive agents for the purpose of soliciting purchases of the
         Senior Notes from the Bank by others. The 5.40% Notes have been issued
         and sold to the Agents pursuant to a Terms Agreement dated January 26,
         1999 between the Agents and the Bank, subject to the terms stated
         therein and in the Distribution Agreement.

Item 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         20.1     Press Release dated January 29, 1999 regarding the issuance
                  and sale of the 5.40% Notes by the Bank.

<PAGE>

                                    SIGNATURE


         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, hereunto duly authorized.

                             BANKUNITED FINANCIAL CORPORATION




                             By:/S/ DIANE DELELLA
                                -----------------------------------------------
                                   Diane DeLella
                                   Vice President, Chief Financial Officer
                                   and Controller




Dated: February 3, 1999

<PAGE>

                        BANKUNITED FINANCIAL CORPORATION

                                    FORM 8-K

                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
                                                                                                      SEQUENTIALLY
EXHIBIT                                                                                                  NUMBERED
  NO.                                                                                                     PAGE     
-------                                                                                             ---------------
<S>            <C>                                                                                  <C>
  20.1         Press Release dated January 29, 1999 regarding the issuance
               and sale of the 5.40% Notes by the Bank
</TABLE>
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 5774}]
{"company-data": {"conformed-name": "BANKUNITED FINANCIAL CORP", "cik": "0000894490", "assigned-sic": "6035", "irs-number": "650377773", "state-of-incorporation": "FL", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-13921", "film-number": "99519929"}, "business-address": {"street1": "255 ALHAMBRA CIRCLE", "city": "CORAL GABLES", "state": "FL", "zip": "33134", "phone": "3055692000"}, "mail-address": {"street1": "255 ALHAMBRA CIRCLE", "city": "CORAL GABLES", "state": "FL", "zip": "33134"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                                       of
                       the Securities Exchange Act of 1934

                        Date of Report: February 3, 1999

                        BANKUNITED FINANCIAL CORPORATION
             -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)

    FLORIDA                        5-43936                       65-0377773    
---------------            -----------------------          -------------------
(State or other            (Commission File Number)             (IRS Employer
jurisdiction of                                              Identification No.)
incorporation)

                255 ALHAMBRA CIRCLE, CORAL GABLES, FLORIDA 33134
               --------------------------------------------------
               (Address of principal executive offices) (ZIP Code)

       Registrant's telephone number, including area code: (305) 569-2000
Item 5.  OTHER EVENTS.

                  Attached hereto as Exhibit 20.1 is a press release regarding
         the issuance and sale by BankUnited, FSB (the "Bank"), a federally
         chartered savings bank and the subsidiary of BankUnited Financial
         Corporation (the "Registrant") of $200,000,000 aggregate principal
         amount of its 5.40% Senior Notes due February 2, 2004 (the "5.40%
         Notes"). The 5.40% Notes have been issued pursuant to an indenture (the
         "Indenture") dated as of November 4, 1998 between the Bank and The Bank
         of New York as trustee (the "Trustee"), to which the Federal Home Loan
         Bank of Atlanta (the "FHLB of Atlanta") has joined as a consenting
         party. Under the terms of the Indenture, the Bank may issue its Senior
         Notes from time to time, up to a total principal amount of
         $500,000,000, with maturities ranging from 9 months to 10 years from
         the date of issuance, and with a fixed or floating rate of interest.
         The full payment of the Senior Notes is supported by an irrevocable
         letter of credit (the "Letter of Credit") issued by the FHLB of Atlanta
         pursuant to a Letter of Credit Reimbursement Agreement between the Bank
         and the FHLB of Atlanta (the "Reimbursement Agreement"). The Bank
         intends to use the net proceeds from the sale of the Notes for general
         corporate purposes that will ultimately promote home financing or other
         housing activity and encourage and assist the Bank's asset liability
         management.

                  The Senior Notes are being offered without registration under
         the Securities Act of 1933, as amended (the "1933 Act"), in reliance
         upon an exemption therefrom provided by Section 3(a) of the 1933 Act,
         and without registration under the Securities Offering Regulations (12
         C.F.R. Part 563g) of the Office of Thrift Supervision (the "OTS"), in
         reliance upon an exemption therefrom provided by Section 3(a)(2) of the
         1933 Act as such exemption is incorporated by reference therein.

                  Pursuant to the Distribution Agreement dated November 4, 1998
         (the "Distribution Agreement") by and among the Bank and Credit Suisse
         First Boston Corporation, PaineWebber Incorporated and Prudential
         Securities Incorporated (the "Agents"), the Bank has appointed the
         Agents exclusive agents for the purpose of soliciting purchases of the
         Senior Notes from the Bank by others. The 5.40% Notes have been issued
         and sold to the Agents pursuant to a Terms Agreement dated January 26,
         1999 between the Agents and the Bank, subject to the terms stated
         therein and in the Distribution Agreement.

Item 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         20.1     Press Release dated January 29, 1999 regarding the issuance
                  and sale of the 5.40% Notes by the Bank.
SIGNATURE

         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, hereunto duly authorized.

                             BANKUNITED FINANCIAL CORPORATION

                             By:/S/ DIANE DELELLA
                                -----------------------------------------------
                                   Diane DeLella
                                   Vice President, Chief Financial Officer
                                   and Controller

Dated: February 3, 1999
BANKUNITED FINANCIAL CORPORATION

                                    FORM 8-K

                                INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT                                                                                                  NUMBERED
  NO.                                                                                                     PAGE     
-------                                                                                             ---------------
20.1         Press Release dated January 29, 1999 regarding the issuance
               and sale of the 5.40% Notes by the Bank