SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* EGAN MICHAEL S (Last) (First) (Middle) 450 EAST LAS OLAS BLVD., STE. 1500 (Street) FORT LAUDERDALE FL 33301 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BOCA RESORTS INC [ RST ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/10/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A common stock	12/10/2004		D		110,000	D	$24(1)	0	D
Class A common stock	12/10/2004		D		200	D	$24(1)	0	I	Shares held by Mr. Egan's son

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$13.55	12/10/2004		D			10,000	(2)	11/07/2013	Class A Common Stock	10,000	$10.45	0	D
Employee Stock Option (right to buy)	$11.16	12/10/2004		D			10,000	(3)	11/19/2012	Class A Common Stock	10,000	$12.84	0	D
Employee Stock Option (right to buy)	$9.32	12/10/2004		D			10,000	(4)	11/05/2011	Class A Common Stock	10,000	$14.68	0	D
Employee Stock Option (right to buy)	$13.6875	12/10/2004		D			10,000	(5)	11/02/2010	Class A Common Stock	10,000	$10.3125	0	D
Employee Stock Option (right to buy)	$9.5	12/10/2004		D			10,000	(6)	11/15/2009	Class A Common Stock	10,000	$14.5	0	D
Employee Stock Option (right to buy)	$10.375	12/10/2004		D			20,000	(7)	11/17/2008	Class A Common Stock	20,000	$13.625	0	D
Employee Stock Option (right to buy0	$19.125	12/10/2004		D			10,000	(8)	11/17/2007	Class A Common Stock	10,000	$4.875	0	D
Employee Stock Option (right to buy)	$24.75	12/10/2004		D			25,000	(9)	04/23/2007	Class A Common Stock	25,000	$0	0	D

Explanation of Responses:

1. Disposed of pursuant to an Agreement and Plan of Merger, dated as of October 20, 2004, between the Boca Resorts, Inc., Baton Holdings Inc. and Baton Acquisition Inc. in exchange for $24 per share on the effective date of the merger.

2. This option, which provided for vesting in four equal annual installments beginning 11/07/04, the first anniversary of the date of grant, was canceled in the merger in exchange for a cash payment of $104,500, representing the difference between the exercise price of the option and the market value of the underlying Class A common stock of Boca Resorts, Inc. on the effective date of the merger (i.e., $24 per share).

3. This option, which provided for vesting in four equal annual installments beginning 11/19/03, the first anniversary of the date of grant, was canceled in the merger in exchange for a cash payment of $128,400, representing the difference between the exercise price of the option and the market value of the underlying Class A common stock of Boca Resorts, Inc. on the effective date of the merger (i.e., $24 per share).

4. This option, which provided for vesting in four equal annual installments beginning 11/05/02, the first anniversary of the date of grant, was canceled in the merger in exchange for a cash payment of $146,800, representing the difference between the exercise price of the option and the market value of the underlying Class A common stock of Boca Resorts, Inc. on the effective date of the merger (i.e., $24 per share).

5. This option, which provided for vesting in four equal annual installments beginning 11/02/01, the first anniversary of the date of grant, was canceled in the merger in exchange for a cash payment of $103,125, representing the difference between the exercise price of the option and the market value of the underlying Class A common stock of Boca Resorts, Inc. on the effective date of the merger (i.e., $24 per share).

6. This option, which provided for vesting in four equal annual installments beginning 11/15/00, the first anniversary of the date of grant, was canceled in the merger in exchange for a cash payment of $145,000, representing the difference between the exercise price of the option and the market value of the underlying Class A common stock of Boca Resorts, Inc. on the effective date of the merger (i.e., $24 per share).

7. This option, which provided for vesting in four equal annual installments beginning 11/17/99, the first anniversary of the date of grant, was canceled in the merger in exchange for a cash payment of $272,500, representing the difference between the exercise price of the option and the market value of the underlying Class A common stock of Boca Resorts, Inc. on the effective date of the merger (i.e., $24 per share).

8. This option, which provided for vesting in four equal annual installments beginning 11/17/98, the first anniversary of the date of grant, was canceled in the merger in exchange for a cash payment of $48,750, representing the difference between the exercise price of the option and the market value of the underlying Class A common stock of Boca Resorts, Inc. on the effective date of the merger (i.e., $24 per share).

9. This option, which provided for vesting in four equal annual installments beginning 4/23/98, the first anniversary of the date of grant, was canceled in the merger in exchange for a cash payment of $0.00, representing the difference between the exercise price of the option and the market value of the underlying Class A common stock of Boca Resorts, Inc. on the effective date of the merger (i.e., $24 per share).

	/s/ Michael S. Egan	12/14/2004
	** Signature of Reporting Person	Date
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