SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

Levitt Corporation

(Name of Issuer)

Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)

52742P108
(CUSIP Number)

December 31, 2007
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	þ		Rule 13d-1(b)
	o		Rule 13d-1(c)
	o		Rule 13d-1(d)

 

 

CUSIP No.		52742P108	13G

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4(b).

CUSIP No.		52742P108	13G

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4(b).

CUSIP No.		52742P108	13G

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4(b).

CUSIP No.		52742P108	13G

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4(b).

SCHEDULE 13G

This Schedule 13G (the “Schedule 13G”) 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 Class A Common Stock of Levitt Corporation, a Florida corporation (the “Issuer”).

This Schedule 13G 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 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 6,093,850 shares of Common Stock held by the Master Fund. As the principal of Prescott Capital, Mr. Frohlich may direct the vote and disposition of the 6,093,850 shares of Common Stock held by Prescott Master Fund.

Item 1(a)		Name of Issuer.

Levitt Corporation

Item 1(b)		Address of Issuer’s Principal Executive Offices.

2200 W. Cypress Creek Road
Fort Lauderdale, FL 33309

Item 2(a)		Name of Person Filing.

Prescott Group Capital Management, L.L.C. (“Prescott Capital”), Prescott Group Aggressive Small Cap, L.P. (“Prescott Small Cap”), Prescott Group Aggressive Small Cap II, L.P. (“Prescott Small Cap II” and together with Prescott Small Cap, the “Small Cap Funds”), and Mr. Phil Frohlich.

Item 2(b)		Address of Principal Business Office, or, if none, Residence.

1924 South Utica, Suite 1120
Tulsa, Oklahoma 74104-6529

Item 2(c)		Citizenship or Place of Organization.

Prescott Capital is an Oklahoma limited liability company. Prescott Small Cap is an Oklahoma limited partnership. Mr. Phil Frohlich is the principal of Prescott Capital and is a U.S. citizen.

Item 2(d)		Title of Class of Securities.

Class A Common Stock, par value $0.01 per share (the “Common Stock”).

Item 2(e)		CUSIP Number.

52742P108

Item 3		Reporting Person.

Inapplicable.

Item 4		Ownership.

	(a)		Prescott Capital is the beneficial owner of 6,093,850 shares of Common Stock and Mr. Phil Frohlich is the beneficial owner of 6,093,850 shares of Common Stock.
	(b)		Prescott Capital and Mr. Phil Frohlich are the beneficial owners of 6.3% of the outstanding shares of Common Stock. This percentage is determined by dividing 6,093,850 by 96,259,762, the number of shares of Common Stock issued and outstanding as of November 7, 2007, as reported in the Issuer’s Form 10-Q filed on November 9, 2007.
	(c)		Prescott Capital, as the general partner of the Small Cap Funds, the general partners of Prescott Master Fund, may direct them to direct the vote and disposition of the 6,093,850 shares of Common Stock held by Prescott Master Fund. As the principal of Prescott Capital, Mr. Phil Frohlich may direct the vote and disposition of the 6,093,850 shares of Common Stock held by Prescott Master Fund.

Item 5		Ownership of Five Percent or Less of a Class.

Inapplicable.

Item 6		Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable.

Item 7		Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.

Item 8		Identification and Classification of Members of the Group.

Inapplicable.

Item 9		Notice of Dissolution of Group.

Inapplicable.

Item 10		Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits		Exhibit 1

Joint Filing Agreement dated February 14, 2008, between Prescott Capital, Prescott Small Cap and Mr. Phil Frohlich.

SIGNATURE

After reasonable 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.

Date: February 14, 2008

		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
		/s/ Phil Frohlich
		Phil Frohlich

EXHIBIT INDEX

Exhibit 1		Joint Filing Agreement dated February 14, 2008, between Prescott Capital, Prescott Small Cap and Mr. Phil Frohlich.