SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934

  INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
  AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

                               (Amendment No. 3)*

Atlantic Gulf Communities Corporation
(Name of Issuer)

Common Stock, $.10 par value
(Title of Class of Securities)

36949700
(CUSIP Number)

Martin D. Sklar, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

December 31, 1999
(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
[ ].

Note:  Schedules  filed in paper format shall include a signed original and five
copies of the  schedule,  including  all  exhibits.  See Rule 13d-7(b) for other
parties to whom copies are to be sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on 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 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

                                  (Page 1 of 6)





                                  SCHEDULE 13D



1.       NAME OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
                  Elliott Associates, L.P.

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
         (a)[x]
         (b)[ ]

3.       SEC USE ONLY

4.       SOURCE OF FUNDS*
                  00

5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
         ITEMS 2(d) or 2(e)  [  ]

6.       CITIZENSHIP OR PLACE OF ORGANIZATION
                  Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.       SOLE VOTING POWER
                  2,977,203

8        SHARED VOTING POWER
                  0

9.       SOLE DISPOSITIVE POWER
                  2,977,203

10.      SHARED DISPOSITIVE POWER
                  0

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  2,977,203

12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
         EXCLUDES CERTAIN SHARES*   [ ]

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  20.4%

14.      TYPE OF REPORTING PERSON*
                  PN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





1.       NAME OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
                  Westgate International, L.P.

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
         (a)[x]
         (b)[ ]

3.       SEC USE ONLY

4.       SOURCE OF FUNDS*
                  00

5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
         REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     [ ]

6.       CITIZENSHIP OR PLACE OF ORGANIZATION
                  Cayman Islands, British West Indies

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.       SOLE VOTING POWER
                  0

8.       SHARED VOTING POWER
                  592,312

9.       SOLE DISPOSITIVE POWER
                  0

10.      SHARED DISPOSITIVE POWER
                  592,312

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
         REPORTING PERSON
                  592,312

12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
         EXCLUDES CERTAIN SHARES*           [ ]

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  4.6%

14.      TYPE OF REPORTING PERSON*
                  PN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





1.       NAME OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
                  Martley International, Inc.

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
         (a)[x]
         (b)[ ]

3.       SEC USE ONLY

4.       SOURCE OF FUNDS*
                  00

5.   CHECK BOX IF DISCLOSURE OF LEGAL  PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
     2(d) or 2(e) [ ]

6.       CITIZENSHIP OR PLACE OF ORGANIZATION
                  Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH

7.       SOLE VOTING POWER
                  0

8.       SHARED VOTING POWER
                  592,312

9.       SOLE DISPOSITIVE POWER
                  0

10.      SHARED DISPOSITIVE POWER
                  592,312

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
         REPORTING PERSON
                  592,312

12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
         EXCLUDES CERTAIN SHARES*           [ ]

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  4.6%

14.      TYPE OF REPORTING PERSON*
                  CO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





         This  statement is filed  pursuant to Rule 13d-2(a) with respect to the
shares of common  stock,  $.10 par value (the "Common  Stock") of Atlantic  Gulf
Communities  Corporation  (the  "Issuer")  beneficially  owned by the  Reporting
Persons  specified herein as of January 17, 2000, and amends and supplements the
Schedule 13D dated July 1, 1997, as amended (the "Schedule 13D").  Except as set
forth herein, the Schedule 13D, as previously amended, is unmodified.

ITEM 5.  Interest in Securities of the Issuer

         (a)  Elliott  beneficially  owns  2,977,203  shares  of  Common  Stock,
constituting 20.4% of the outstanding shares of Common Stock,  consisting of (i)
749,079  shares  of Common  Stock  held  outright,  (ii)  436,452  shares of 20%
Cumulative  Redeemable  Convertible  Preferred  Stock of the Issuer  ("Preferred
Stock"),  which are currently convertible into 1,195,221 shares of Common Stock,
and (iii)  Series B Class A  Warrants,  Series B Class B  Warrants  and Series B
Class C Warrants  (together,  "Warrants")  exercisable  for 1,032,903  shares of
Common  Stock (a  portion  of which  are  subject  to the  Ownership  Limitation
described below).

         Westgate beneficially owns 592,312 shares of Common Stock, constituting
4.6% of the outstanding shares of Common Stock, consisting of (i) 160,000 shares
of Common Stock held outright, (ii) 125,000 shares of Preferred Stock, which are
currently  convertible  into 342,312 shares of Common Stock,  and (iii) Warrants
exercisable for 90,000 shares of Common Stock.

         The amount of shares of Common Stock into which Westgate's Warrants and
909,999 of Elliott's Warrants are exercisable is limited,  pursuant to the terms
of an agreement  between Elliott,  Westgate and the Issuer, to that amount which
would  result in  Elliott,  Westgate  and  Martley  together  having  beneficial
ownership of Common Stock not exceeding 24.99% of all of the outstanding  shares
of Common Stock (the "Ownership Limitation").

         Together,  Elliott and Westgate  beneficially  own 3,569,515  shares of
Common Stock constituting 23.7% of the outstanding shares of Common Stock.

         (b) Elliott has the power to vote or direct the vote of, and to dispose
or direct the disposition of, the shares of Common Stock  beneficially  owned by
it.

         Westgate  has the shared  power with Martley to vote or direct the vote
of,  and to dispose or direct  the  disposition  of, the shares of Common  Stock
owned by  Westgate.  Information  regarding  each of Westgate and Martley is set
forth in Item 2 of this Schedule 13D and is expressly  incorporated by reference
herein.

         (c) On December 30, 1999,  Westgate sold 69,999 Warrants to Elliott for
a purchase price of $.01 per Warrant.

         (d) No person  other than Elliott has the right to receive or the power
to direct the receipt of dividends  from,  or the proceeds from the sale of, the
shares of Common Stock beneficially owned by Elliott.

         No person  other than  Westgate and Martley has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Common Stock beneficially owned by Westgate and Martley.

         (e)      Not applicable.


                                   SIGNATURES

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

Dated:

January 17, 2000           ELLIOTT ASSOCIATES, L.P.


                             By: /s/ Paul E. Singer
                                            Paul E. Singer
                                            General Partner

                                    WESTGATE INTERNATIONAL, L.P.
                                    By: Martley International, Inc.,
                                            as attorney-in-fact


                                            By: /s/ Paul E. Singer
                                                     Paul E. Singer
                                                     President

                                    MARTLEY INTERNATIONAL, INC.


                             By: /s/ Paul E. Singer
                                            Paul E. Singer
                                            President