SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                         Rule 13e-3 Transaction Statement
                Under Section 13(e) of the Securities Act of 1934
                                 AMENDMENT NO. 2

                             THE DELTONA CORPORATION

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                              (Name of the Issuer)

                             THE DELTONA CORPORATION

                              YASAWA HOLDINGS, N.V.
                             SELEX INTERNATIONAL, B.V.
                                   ANTONY GRAM
                               WILBURY INTERNATIONAL, N.V.
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                       (Name of Persons Filing Statement)

                          Common Stock, $1.00 Par Value

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                         (Title of Class of Securities)

                                    247883101

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                      (CUSIP Number of Class of Securities)

                                   Antony Gram

                              Chairman of the Board

                                    President

                             THE DELTONA CORPORATION

                            8014 SW 135th Street Road

                              Ocala, Florida 34473

                                 (352) 307-8100

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      (Name,  address  and  telephone  number of person  authorized  to  receive
        notices and communications on behalf of persons filing statement)

This statement is filed in connection with (check the appropriate box):
a.      [x]     The filing of solicitation materials or an information
                  statement  subject to Regulation 14A,  Regulation 14C, or Rule
                  13e-3(c) under the Securities Act of 1934.

b.      [ ]      The filing of a registration statement under the Securities
                  Act of 1934.
c.      [ ]      A tender offer.
d.      [ ]      None of the above.

     Check  the  following  box  if  the  soliciting  materials  or  information
statement referred to in checking box (a) are preliminary  copies: [x] Check the
following  box if the filing is a final  amendment  reporting the results of the
transaction: [ ]

                            Calculation of Filing Fee


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Transaction Valuation                                    Amount of Filing Fee
$1,617,711                                                     $323.54
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 *       The "Transaction  Valuation"  amount referred to above is approximately
         the  product  of  4,044,277  fractional  shares  to be  purchased  (the
         "Fractional Shares") and $0.40, the cash price per share to be paid for
         fractional shares.

 **      In  accordance  with Rule 0-11  under the  Securities  Act of 1934,  as
         amended,  the Filing Fee is determined by multiplying  the  Transaction
         Valuation by 1/50th of 1%.



[        ] Check the box if any part of the fee is offset  as  provided  by Rule
         0-11(a)(2)  and identify the filing with which the  offsetting  fee was
         previously paid. Identify the previous filing by registration statement
         number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:        $0
                       -------------------------------------------------------

Form or Registration Number:
                            --------------------------------------------------

Filing Parties:  THE DELTONA  CORPORATION,  SELEX  INTERNATIONAL,  B.V.,  YASAWA
HOLDINGS, N.V., ANTONY GRAM, AND WILBURY INTERNATIONAL, N.V.
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DATE FILED: January 8, 2003, Amending Rule 13E-3 Transaction Statement Filed
January 3, 2002 as amended on September 5, 2002.
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                                  INTRODUCTION

This Going-Private Transaction Statement (the "Statement") is being filed by THE
DELTONA CORPORATION,  a Delaware  corporation (the "Company"),  and Antony Gram,
pursuant to Section  13(e)of the Securities  Exchange Act of 1934 (the "Exchange
Act"), as amended,  and Rule 13e-3 thereunder in connection with a 500,000 for 1
reverse split of the Company's  Common Stock, no par value,  with a cash payment
of $0.40 per share in lieu of  fractional  shares (the  "Reverse  Split").  This
Statement is intended to satisfy the reporting  requirements of Section 13(e) of
the Exchange Act.

A preliminary  proxy  statement of the Company  relating to the  solicitation of
proxies for the Special Meeting of Shareholders (the "Proxy Statement") is being
filed  concurrently  with this filing.  Except as otherwise set forth below, the
information set forth in the Proxy Statement,  including all appendices thereto,
is hereby expressly incorporated herein by reference in response to the items of
this Schedule 13e-3.




Item 1. Summary Term Sheet

          The  information  set forth in the Proxy  Statement  under the caption
         "SUMMARY TERM SHEET" is incorporated herein by reference.

Item 2. Subject Company Information

          (a)     Name and Address

                  The information set forth in the "Notice of Special Meeting of
                  Shareholders" of the Proxy Statement is incorporated herein by
                  reference.

          (b)     Securities

                  The  information  set forth in the Proxy  Statement  under the
                  caption   "GENERAL   INFORMATION  -  Voting   Procedures   and
                  Revocability of Proxies" is incorporated herein by reference.

          (c)     Trading Market and Price

                  The  information  set forth in the Proxy  Statement  under the
                  caption "GENERAL INFORMATION - Price Range of Common Stock and
                  Dividends" is incorporated herein by reference.

          (d)     Dividends

                  The  information  set forth in the Proxy  Statement  under the
                  caption "GENERAL INFORMATION - Price Range of Common Stock and
                  Dividends" is incorporated herein by reference.

          (e)     Prior Public Offerings

                  The Company has made no  underwritten  public  offering of the
                  subject  securities  for cash during the past three years that
                  was registered under the Securities Act of 1933 or exempt from
                  registration  under Regulation A (Rules 251 through 263 of the
                  Securities Act of 1933, as amended).

          (f)     Prior Stock Purchases

                  The Company has not  purchased any subject  securities  during
                  the past two years.


Item 3. Identity and Background of Filing Person

          (a)     Name and Address

                  The filing persons are the subject Company, Selex
                  International B.V., Yasawa Holdings, N.V., Antony Gram,
                  and Wilbury International, N.V.:

                  ANTONY GRAM
                  c/o The Deltona Corporation
                  8014 SW 135th Street Road
                  Ocala, Florida 34473



                  SELEX  INTERNATIONAL,  B.V.
                  Gerrit van den  Veenstraat 70
                  Amsterdam,  The Netherlands

                  YASAWA HOLDINGS, N.V.
                  Zarf Trust

                  1-5 Plaza JoJo Correa, P.O. Box 897
                  Willemstad, Curacao, Netherlands Antilles

                  THE DELTONA CORPORATION
                  8014 SW 135th Street Road
                  Ocala, Florida 34473

                  WILBURY INTERNATIONAL, N.V.
                  Amicorp Curacao, N.V.
                  Caracasbaaiweg 199, P.O. Box 6050
                  Curacao, Netherlands Antilles


                  Executive Officers of the subject company:

                  Antony Gram

                  President, Chairman of the Board of Directors
                  and Chief Executive Officer
                  The Deltona Corporation
                  8014 SW 135th Street Road

                  Ocala, Florida 34473

                  Sharon J. Hummerhielm

                  Executive Vice President & Corporate Secretary
                  8014 SW 135th Street Road

                  Ocala, Florida 34473

                  Executive Officers of Selex International, B.V.
                  Antony Gram, Director, President and Chief Executive Officer
                  C/O The Deltona Corporation
                  8014 SW 135th Street Road
                  Ocala, Florida 34473

                  Executive Officers of Yasawa Holdings, N.V.
                  R. de Meza, Managing Director on behalf of Zarf
                       Trust Corporation
                  1-5 Plaza JoJo Correa, P.O. Box 897
                  Willemstad, Curacao, Netherlands Antilles

                  Board of Directors of Selex International, B.V.
                  Antony Gram, Director
                  c/o The Deltona Corporation
                  8014 SW 135th Street Road
                  Ocala, Florida 34473


                  Board of Directors of Yasawa Holdings, N.V.
                  R. de Meza. Managing Director on behalf of Zarf
                  Trust Corporation


                  1-5 Plaza JoJo Correa, P.O. Box 897
                  Willemstad, Curacao, Netherlands Antilles

                  Board of Directors of Wilbury International, N.V.
                  Amicorp Curacao, N.V., Managing Director
                  Caracasbaaiweg 199, P.O. Box 6050
                  Curacao, Netherlands Antilles

           Board of Directors of the subject company:

                  Antony Gram, Director

                  Christel DeWilde, Director

                  George W. Fischer, Director

                  Rudy Gram, Director

                  Thomas B. McNeill, Director

          (b)     Business and Background of Entities

                  Not applicable.

          (c)     Business and Background of Natural Persons

                  (1), (2)

                    Christel DeWilde has served as Financial  Analyst for Antony
                    Gram since  February  1995.  Prior to joining Mr. Gram,  Ms.
                    DeWilde was Chief Financial  Officer of the Sab Wabco Group,
                    Brussels,  Belgium from December 1992 to February 1995. From
                    May 1991 to December 1992, Ms. DeWilde was audit manager for
                    Marcel  Asselberghs & Co. Ms. DeWilde's  business  telephone
                    number is  352-307-8100.  Ms.  DeWilde's  address is c/o The
                    Deltona Corporation, 8014 SW 135th Street, Ocala, FL 34473.

                    George W.  Fischer is  retired.  From 1975  through  1995 he
                    served as President of H.E.C. Fischer,  Inc., a closely held
                    real estate company. Mr. Fischer's business telephone number
                    is 352-307-8100.  Mr.  Fischer's  address is c/o The Deltona
                    Corporation, 8014 SW 135th Street Road, Ocala, FL 34473.

                    Antony Gram has served as Chairman of the Board of Directors
                    and Chief  Executive  Officer of the Company  since July 13,
                    1994 and President  since October 2, 1998. For more than the
                    past five years, Mr. Gram has served as Managing Director of


                    Gramyco, a scaffolding company, based in Belgium. Mr. Gram's
                    business  telephone  number  is  352-307-8100.   Mr.  Gram's
                    address is c/o The Deltona Corporation, 8014 SW 135th Street
                    Road, Ocala, FL 34473.

                    Rudy Gram is Vice President of Swan Development Corporation,
                    based  in  St.   Augustine,   Florida  Mr.  Gram's  business
                    telephone number is 352-307-8100.  Mr. Gram's address is c/o
                    The Deltona  Corporation,  8014 SW 135th Street Road, Ocala,
                    FL 34473.

                    Thomas  B.McNeill  is Retired.  He was formerly a Partner in
                    Mayer, Brown & Platt, Chicago, Illinois.


                    Mr. McNeill's business telephone number is 352-307-8100. Mr.
                    McNeill's  address is c/o The Deltona  Corporation,  8014 SW
                    135th Street Road, Ocala, FL 34473.


                    R. de Meza has been engaged as an investment  banker for the
                    past five years by the firm of Zarf Trust Corporation,  N.V.
                    Mr. de Meza's business telephone number is 59995612647.  Mr.
                    de Meza's  address is 1-5 Plaza JoJo  Correa,  P.O.  Box 897
                    Willemstad,  Curacao,  Netherlands  Antilles (3) None of the
                    Company's executive officers or directors was convicted in a
                    criminal proceeding during the past five years.

                    (4) None of the  Company's  executive  officers or directors
                    was a party to any  judicial  or  administrative  proceeding
                    during  the past five  years that  resulted  in a  judgment,
                    decree or final  order  enjoining  the  person  from  future
                    violations of, or prohibiting activities subject to, federal
                    or state  securities  laws, or a finding of any violation of
                    federal or state securities laws.

                    (5)  Three of the  Company's  directors  and  officers,  Mr.
                    Antony Gram,  Ms.  DeWilde and Mr. Rudy Gram are citizens of
                    Belgium.  The remaining  directors and officers are citizens
                    of the United States.

         (d)     Tender Offer.

                  Not applicable.

Item 4. Terms of the Transaction

          (a)     Material Terms

                  The  information  set forth in the Proxy  Statement  under the
                  caption  "SUMMARY  TERM  SHEET"  is  incorporated   herein  by
                  reference.

          (b)      Different Terms

                  None.



          (c)     Appraisal Rights

                  The  information  set forth in the Proxy  Statement  under the
                  caption   "APPRAISAL   RIGHTS  AND   DISSENTER'S   RIGHTS"  is
                  incorporated herein by reference.

          (d)     Provisions For Unaffiliated Security Holders

                  None.

          (e)     Eligibility For Listing or Trading

                  Not applicable.

Item 5. Past Contracts, Transactions, Negotiations and Agreements

          (a)     Transactions

                  See  information  set forth in the Proxy  Statement  Under the
                  caption "Ownership of Voting Securities of the Company."

          (b)     Significant Corporate Events


                  Not applicable.

          (c)     Negotiations or Contacts

                  See  information  set forth in the Proxy  Statement  Under the
                  caption "Ownership of Voting Securities of the Company."

          (d)     Agreements Regarding the Subject Company's Securities

                  Not applicable.

Item 6. Purposes of the Transaction and Plans or Proposals

          (b) Use of Securities  Acquired.  Outstanding  shares of the Company's
         existing  common  stock,  $1.00 par  value,  that  would  otherwise  be
         converted  into a fractional  share of the  Company's new common stock,
         $500,000 par value, will be canceled;  otherwise, no securities will be
         acquired in the transaction.

          (c)(1)-(8)  Plans.  The  information  set forth in the Proxy Statement
          under the captions  "SUMMARY TERM SHEET" and "REVERSE  STOCK SPLIT" is
          incorporated herein by reference.

Item 7. Purposes, Alternatives, Reasons and Effects in a Going -Private
Transaction

          (a)      Purposes

                   The  information  set forth in the Proxy  Statement under the
                   captions "SPECIAL FACTORS - PURPOSES,  ALTERNATIVES,  REASONS
                   AND  EFFECTS  OF  THE  PROPOSED   REVERSE   STOCK  SPLIT"  is
                   incorporated herein by reference.



          (b)      Alternatives

                   The  information  set forth in the Proxy  Statement under the
                   caption  "SPECIAL FACTORS - PURPOSES,  ALTERNATIVES,  REASONS
                   AND  EFFECTS  OF  THE  PROPOSED   REVERSE   STOCK  SPLIT"  is
                   incorporated herein by reference.

          (c)      Reasons

                    The  information  set forth in the Proxy Statement under the
                    caption "SPECIAL FACTORS - PURPOSES,  ALTERNATIVES,  REASONS
                    AND  EFFECTS  OF  THE  PROPOSED   REVERSE  STOCK  SPLIT"  is
                    incorporated herein by reference.

          (d)      Effects

                    The  information  set forth in the Proxy Statement under the
                    captions "SPECIAL FACTORS - PURPOSES, ALTERNATIVES,  REASONS
                    AND  EFFECTS  OF  THE  PROPOSED  REVERSE  STOCK  SPLIT"  and
                    "FEDERAL INCOME TAX CONSEQUENCES" are incorporated herein by
                    reference.


Item 8. Fairness of the Going Private Transaction

            (a)    Fairness

                   The  information  set forth in the Proxy  Statement under the
                   caption  "SPECIAL  FACTORS - FAIRNESS OF THE PROPOSED REVERSE
                   STOCK SPLIT" is incorporated herein by reference.

            (b)    Factors  Considered in Determining  Fairness The  information
                   set forth in the Proxy Statement  under the caption  "SPECIAL
                   FACTORS - FAIRNESS OF THE  PROPOSED  REVERSE  STOCK SPLIT" is
                   incorporated herein by reference.

            (c)    Approval of Security Holders

                   The  information  set forth in the Proxy  Statement under the
                   caption "SPECIAL FACTORS - FAIRNESS OF THE PROPOSED REVERSE

                    STOCK SPLIT" is incorporated herein by reference.

            (d)    Unaffiliated Representative

                   The  information  set forth in the Proxy  Statement under the
                   caption  "SPECIAL  FACTORS - FAIRNESS OF THE PROPOSED REVERSE
                   STOCK SPLIT" is incorporated herein by reference.

            (e)    Approval of Directors

                    The  information  set forth in the Proxy Statement under the
                    caption  "SPECIAL FACTORS - FAIRNESS OF THE PROPOSED REVERSE
                    STOCK SPLIT" is incorporated herein by reference.

            (f)    Other Offers



                   Not applicable.

Item 9. Reports, Opinions, Appraisals and Negotiations

          (a)-(c)  The  information  set forth in the Proxy  Statement under the
                   caption   "SPECIAL   FACTORS  -   REPORTS,   APPRAISALS   AND
                   NEGOTIATIONS"  and in  Exhibit  2 to the Proxy  Statement  is
                   incorporated herein by reference.

Item 10. Source and Amount of Funds or Other Considerations

          (a)      Source  of  Funds.  The  information  set  forth in the Proxy
                   Statement under the caption  "CERTAIN  EFFECTS OF THE REVERSE
                   STOCK SPLIT ON THE COMPANY'S  SHAREHOLDERS"  is  incorporated
                   herein by reference.

          (b)      Conditions. None.

          (c)      Expenses.  The  information  set forth in the Proxy Statement
                   under the caption "CERTAIN EFFECTS OF THE REVERSE STOCK SPLIT
                   ON THE  COMPANY'S  SHAREHOLDERS"  is  incorporated  herein by
                   reference.

          (d)      Borrowed Funds. The information set forth in the Proxy
                   Statement under the caption "CERTAIN EFFECTS OF THE REVERSE
                   STOCK SPLIT ON THE COMPANY'S SHAREHOLDERS" is incorporated
                   herein by reference.


Item 11. Interest in Securities of the Subject Company

          (a)      Securities Ownership

                    The  information  set forth in the Proxy Statement under the
                    caption  "OWNERSHIP OF VOTING  SECURITIES OF THE COMPANY" is
                    incorporated herein by reference.

          (b)      Securities Transactions

                   Not applicable.

Item 12. The Solicitation Or Recommendation

          (d)      Intent to Tender or Vote in a  Going-Private  Transaction The
                   information  set  forth  in the  Proxy  Statement  under  the
                   caption  "FAIRNESS  OF THE REVERSE  STOCK SPLIT  PROPOSAL" is
                   incorporated herein by reference.

          (e)    Recommendations of Others

                   The  information  set forth in the Proxy  Statement under the
                   caption  "FAIRNESS  OF THE REVERSE  STOCK SPLIT  PROPOSAL" is
                   incorporated herein by reference.

Item 13. Financial Statements

          (a)      Financial Information


                   The  information  set  forth  in the  Proxy  Statement  under
                   caption "SUMMARY FINANCIAL DATA" the Company's Report on Form
                   10-K for the fiscal year ended December 31, 2001, under "Item
                   7.   Financial   Statements   and   Supplementary   Data"  as
                   well  as  the Company's  form  10-Q  for  the  quarter  ended
                   September  30,  2002 are  incorporated  herein by  reference.
                   The book value per share of the Company's common  stock as of
                   September 30, 2002 was ($.62) per common share.

          (b)      Pro Forma Information

                   The  information  set forth in the Proxy  Statement under the
                   Caption  "CERTAIN  EFFECTS OF REVERSE STOCK SPLIT PROPOSAL ON
                   THE  COMPANY'S   SHAREHOLDERS"  is  incorporated   herein  by
                   reference.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

          (a)      Solicitations or Recommendations

                   Solicitations  of proxies from the Company's  shareholders of
                   record will be made by:

                   Not Applicable.

                   Solicitations  of  proxies  from the  Company's  shareholders
                   whose shares are held in street name will be made by:

                   Not Applicable.


          (b)      Employees and Corporate Assets

                   The services of the  Company's  Chief  Executive  Officer and
                   Executive Vice President will be used in connection  with the
                   Reverse Split in preparing  filing  documents and  presenting
                   the Reverse Split to shareholders.


 Item 15. Additional Information

           The  information  contained  in the Proxy  Statement,  including  any
           appendices thereto, is incorporated herein by reference.

Item 16. Exhibits

          (a)      Disclosure Materials

                    Preliminary  Proxy Statement filed  electronically  by EDGAR
                    with the  Securities  and Exchange  Commission on January 8,
                    2003.

          (b)      None

          (c)      Report, Opinion or Appraisal




                   Filed as Exhibit 2 to the Definitive  Proxy  Statement  filed
                   electronically  by EDGAR  with the  Securities  and  Exchange
                   Commission on January 8, 2003.

          (d)      None

          (e)      None

          (f)      None

          (g)      None

                                   SIGNATURES

After due 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.


------------------------------------
ANTONY GRAM
President, Chief Executive Officer
Selex International, B.V.
Date:



------------------------------------
SHARON J. HUMMERHIELM
Executive Vice President, Corporate Secretary
The Deltona Corporation
Date:


------------------------------------
R. DE MEZA
Managing Director
Yasawa Holdings, N.V.
Date:



------------------------------------
Amicorp Curacao, N.V.
Managing Director
Wilbury International, N.V.
Date: