SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 2 )
Rule 13d-101)

Under the Securities Exchange Act of 1934

Levitt Corporation

(Name of Issuer)

Class A Common Stock, $.01 Par Value

(Title of Class of Securities)

52742P108

(CUSIP Number)

Phil Frohlich
1924 South Utica, Suite #1120
Tulsa, Oklahoma 74104-6429
(918) 747-3412

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

- with copies to -

Eliot D. Raffkind
Akin, Gump, Strauss, Hauer Feld, & L.L.P.
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800

September 24, 2007

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box o.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

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CUSIP No. 52742P108  13 D/A

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Oklahoma
		7	SOLE VOTING POWER
NUMBER OF			2,872,338
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			2,872,338
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,872,338
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	15.4%
14	TYPE OF REPORTING PERSON*
	IA

*SEE INSTRUCTIONS BEFORE FILLING OUT

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CUSIP No. 52742P108  13 D/A

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PRESCOTT GROUP AGGRESSIVE SMALL CAP, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Oklahoma
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,872,338
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			2,872,338
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,872,338
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	15.4%
14	TYPE OF REPORTING PERSON*
	PN

*SEE INSTRUCTIONS BEFORE FILLING OUT

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CUSIP No. 52742P108  13 D/A

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PRESCOTT GROUP AGGRESSIVE SMALL CAP II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Oklahoma
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,872,338
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			2,872,338
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,872,338
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	15.4%
14	TYPE OF REPORTING PERSON*
	PN

*SEE INSTRUCTIONS BEFORE FILLING OUT

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CUSIP No. 52742P108  13 D/A

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PHIL FROHLICH
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	U.S. CITIZEN
		7	SOLE VOTING POWER
NUMBER OF			2,872,338
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			2,872,338
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,872,338
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	15.4%
14	TYPE OF REPORTING PERSON*
	IN

*SEE INSTRUCTIONS BEFORE FILLING OUT

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SCHEDULE 13D/A

     This Amendment No. 2 to Schedule 13D (the “Schedule 13D”) is being filed on behalf of Prescott Group Capital Management, L.L.C., an Oklahoma limited liability company (“Prescott Capital”), Prescott Group Aggressive Small Cap, L.P., an Oklahoma limited partnership (“Prescott Small Cap”), Prescott Group Aggressive Small Cap II, L.P., an Oklahoma limited partnership (“Prescott Small Cap II” and together with Prescott Small Cap, the “Small Cap Funds”) and Mr. Phil Frohlich the principal of Prescott Capital, relating to shares of common stock of Levitt Corporation, a Florida corporation (the “Issuer”).

     This Schedule 13D relates to shares of Class A Common Stock, $0.01 par value (the “Common Stock”) of the Issuer purchased by the Small Cap Funds through the account of Prescott Group Aggressive Small Cap Master Fund, G.P., an Oklahoma general partnership (“Prescott Master Fund”), of which the Small Cap Funds are the general partners. Prescott Capital serves as the general partner of the Small Cap Funds and may direct the Small Cap Funds, the general partners of Prescott Master Fund, to direct the vote and disposition of the 2,872,338 shares of Common Stock held by the Prescott Master Fund. As the principal of Prescott Capital, Mr. Frohlich may direct the vote and disposition of the 2,872,338 shares of Common Stock held by Prescott Master Fund.

Item 1. Security and Issuer

     Securities acquired: Shares of Class A Common Stock, $.01 Par Value (the “Common Stock”).

Issuer:	Levitt Corporation
	2200 W. Cypress Creek Road
	Fort Lauderdale, FL 33309

Item 2. Identity and Background

     (a) This Statement is jointly filed by Prescott Capital, Prescott Small Cap, Prescott Small Cap, II, and Phil Frohlich. Because Phil Frohlich is the managing member of Prescott Capital, which is the general partner of Prescott Group Funds (with Phil Frohlich and Prescott Capital hereinafter referred to as the “Controlling Persons”), the Controlling Persons may be deemed, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Act”) to be the beneficial owners of all shares of Common Stock held by Prescott Group Funds. The Reporting Persons (as hereinafter defined) are filing this Statement jointly, as they may be considered a “group” under Section 13(d)(3) of the Act. However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists.

     (b) The principal place of business for each of the Reporting Persons is 1924 South Utica, Suite #1120, Tulsa, Oklahoma, 74104.

     (c) The principal occupation of Phil Frohlich is serving as the managing member of Prescott Capital. The principal business of Prescott Capital is acting as the general partner of

Page 6 of 14

Prescott Group Funds. The principal business of the Prescott Group Funds is investing in securities.

     (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

     (e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

     (f) Prescott Capital and Prescott Group Funds are organized under the laws of the State of Oklahoma. Mr. Frohlich is a citizen of the United States of America.

Item 3. Source and Amount of Funds

     As of September 24, 2007, Prescott Group Funds had invested $6,014,466 (inclusive of brokerage commissions) in shares of Common Stock of the Issuer. The source of these funds was the working capital of Prescott Group Funds.

Item 4. Purpose of the Transaction

     Prescott Group Funds (together with Phil Frohlich the “Reporting Persons”) purchased the Common Stock based on the belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Although Reporting Person has no specific plan or proposal to acquire or dispose of the Common Stock, consistent with its investment purpose, Reporting Person at any time and from time to time may acquire additional Common Stock or dispose of any or all of its Common Stock depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Person and/or other investment considerations.

     The purpose of the acquisition of the Common Stock is for investment, and the acquisitions of the Common Stock were made in the ordinary course of business and were not made for the purpose of acquiring control of the Issuer.

     Also, consistent with the investment purpose, the Reporting Person may engage in communications with one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives or regulators of the Issuer regarding the Issuer, including but not limited to its operations. The Reporting Person may discuss ideas that, if effected may result in any of the following: the acquisition by persons of additional Common Stock of the Issuer, an extraordinary corporate transaction involving the Issuer, and/or changes in the board of directors or management of the Issuer.

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     The Reporting Persons contacted the Independent Members of the Issuer’s Board of Directors a second time via a letter dated September 26, 2007, a copy of which is attached hereto as Exhibit 2.

     Except to the extent the foregoing may be deemed a plan or proposal, Reporting Person has no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Issuer

     (a) The aggregate percentage of shares of Common Stock reported to be owned by the Reporting Persons is based upon 18,616,665 shares outstanding, which is the total number of shares of Common Stock outstanding pursuant to the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 9, 2007.

     As of September 24, 2007, Small Cap Funds beneficially owned 2,872,338 shares of Common Stock, representing approximately 15.4% of the issued and outstanding Common Stock of the Issuer.

     Prescott Capital as the general partner of Prescott Group Funds may also be deemed to beneficially own the 2,872,338 shares of Common Stock held by Prescott Group Funds, representing approximately 15.4% of the issued and outstanding Common Stock of the Issuer.

     In addition Phil Frohlich, as managing member of Prescott Capital, the general partner of Prescott Group Funds, may also be deemed to beneficially own the 2,872,338 shares of Common Stock beneficially owned by Prescott Group Fund.

     Prescott Capital and Mr. Frohlich disclaim beneficial ownership of the shares of Common Stock held by Prescott Group Funds except to the extent of their pecuniary interest therein.

     (b) By virtue of his position with Prescott Capital and Prescott Group Funds, Phil Frohlich has the sole power to vote and dispose of the shares of Common Stock owned by Prescott Group Funds reported in this Statement.

     The filing of this statement on Schedule 13D shall not be construed as admission that Prescott Capital or Mr. Frohlich is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the 2,872,338 shares of Common Stock owned by Prescott Group Funds. Pursuant to Rule 13d-4, Prescott Capital and Mr. Frohlich disclaim all such beneficial ownership.

     (c) Annex A attached hereto lists all transactions in the Common Stock during the past sixty days by the Reporting Persons. The transactions in the Common Stock were effected in the open market.

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     (d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock.

     (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

     Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits

Exhibit 1	Joint Filing Agreement by and among Prescott Group Capital Management, L.L.C., Prescott Group Aggressive Small Cap, L.P., Prescott Group Aggressive Small Cap II, L.P. and Phil Frohlich dated September 26, 2007.
Exhibit 2	Letter dated September 26, 2007 from Prescott Capital Management, L.L.C. to the Independent Members of the Board of Directors of Levitt Corporation.

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Signatures

     After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 26, 2007

Prescott Group Capital Management, L.L.C.
By:	/s/ Phil Frohlich
	Phil Frohlich, Managing Member
Prescott Group Aggressive Small Cap, L.P. By: Prescott Group Capital Management, L.L.C., its general partner
By:	/s/ Phil Frohlich
	Phil Frohlich, Managing Member
Prescott Group Aggressive Small Cap II, L.P. By: Prescott Group Capital Management, L.L.C., its general partner
By:	/s/ Phil Frohlich
	Phil Frohlich, Managing Member
Phil Frohlich
By:	/s/ Phil Frohlich
	Phil Frohlich

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EX-99.1

EXHIBIT 1

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) (1) (iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated September 26, 2007 (including amendments thereto) with respect to the Common Stock of Levitt Corporation This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: September 26, 2007

Prescott Group Capital Management, L.L.C.
By:	/s/ Phil Frohlich
	Phil Frohlich, Managing Member
Prescott Group Aggressive Small Cap, L.P. By: Prescott Group Capital Management, L.L.C., its general partner
By:	/s/ Phil Frohlich
	Phil Frohlich, Managing Member
Prescott Group Aggressive Small Cap II, L.P. By: Prescott Group Capital Management, L.L.C., its general partner
By:	/s/ Phil Frohlich
	Phil Frohlich, Managing Member
Phil Frohlich
By:	/s/ Phil Frohlich
	Phil Frohlich

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EX-99.2

EXHIBIT 2

September 26, 2007

Independent Members of the Board of Directors
Levitt Corporation

Gentlemen:

Over the last ten months, public records indicate that a committee of the Board of Directors of Levitt had at least ten separate meetings to discuss the valuation of Levitt. The Company retained Houlihan Lokey to assist in valuing the assets of Levitt in conjunction with the proposed acquisition of Levitt by BFC Financial (BFC). With the recent termination of the BFC merger, we can only assume that BFC management, through Mr. Levan and Mr. Abdo, now have access to this information. This situation stands in stark contrast to that of the average minority Levitt shareholder who has only the minimum disclosure as required by S.E.C. regulation. Zero valuation information has been provided regarding these hard to value real estate assets. Mr. Levan, when pressed by us to provide a level playing field for all investors by disclosing the Company’s valuation findings, replied that the valuation of Levitt’s key real estate assets were so nebulous that “our guess was as good as his”. We find that statement to be simply outrageous. The fact is that insiders within Levitt now process material non-public information regarding the Company’s valuation. Levitt’s own Policy Statement on Insider Trading states that “Information is material if a reasonable person would think that it is important in deciding whether to buy, sell or hold the stock”. That’s your definition, not ours.

Early reports from the annual meeting indicate that some 78% of the non-BFC votes cast were voted against this transaction. In reality, we believe the percentage vote against by non-affiliated minority shareholders to be even greater, since one must assume that all non-BFC directors and employee cast their shares in the affirmative. Could there be a more powerful message that could be sent to the Board? We view the upcoming rights offering as nothing more than the blatant forced sale at $2.00 by those shareholders unable to justify additional investment in this vacuum of information. It favors insiders with an unethical advantage of relevant information. For this purpose we note that, while unethical is a relative concept, the Company’s own Code of Business Conduct has set the bar high, requiring nothing less than “the highest standard of personal and professional integrity” by Company Directors. With the Core Communities commercial real estate now sold in principle, we believe your fiduciary duty demands that the size of the upcoming rights offering be significantly curtailed, if not eliminated. If the Board decides to continue with the rights offering in its current massively dilutive form, we demand that all Board members and affiliates be excluded from participation. It is our strong belief that the rights proposal in its current form promises only to leave your tenure as a member of the Levitt Board of Directors with a legacy of litigation and poor corporate governance.

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September 26, 2007
Page #2

Thank you for your time and attention.

Sincerely,

Phil Frohlich

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ANNEX A

	Shares Purchased/
Date	(Sold)	Price Per Share	Total Cost
8/1/2007	100	6.64	664
8/1/2007	39,900	6.65	265,343
8/1/2007	40,000	7.05	282,008
8/3/2007	(700)	6..05	(4,234)
8/3/2007	(27,900)	6.00	(167,389)
8/8/2007	(2,500)	5.90	(14,746)
8/8/2007	(1,400)	5.87	(8,224)
8/8/2007	(3,300)	5.89	(19,444)
8/8/2007	(1,600)	5.86	(9,382)
8/8/2007	(200)	5.82	(1,164)
8/8/2007	(11,394)	6.22	(70,862)
8/15/2007	(1,500)	3.48	(5,227)
8/15/2007	(400)	3.60	(1,440)
8/15/2007	(7,600)	3.59	(27,274)
8/15/2007	(1,000)	3.16	(3,162)
8/28/2007	437,098	2.04	891,696
8/28/2007	100,000	2.07	207,008
8/28/2007	150,000	2.08	312,008
8/29/2007	1,243,028	2.02	2,510,957
8/29/2007	600,000	2.04	1,224,016
8/30/2007	3,090	2.06	6,372
9/5/2007	52,613	2.06	108,398
9/5/2007	20,461	2.05	41,954
9/10/2007	14,480	2.06	29,837
9/24/2007	231,062	2.02	466,753

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