EXHIBIT
        3.1





**CERTIFICATE
        OF INCORPORATION**





**OF**





**FPA
        CORPORATION**





FIRST:
        The name of the Corporation is FPA CORPORATION.





SECOND:
        The address of its registered office in the State of Delaware is No. 100
        West
        Tenth Street, in the City of Wilmington, County of New Castle. The name of
        its
        registered agent at such address is The Corporation Trust Company.





THIRD:
        The purpose of this Corporation is to engage in any lawful act or activity
        for
        which corporations may be organized under the General Corporation Law of
        Delaware. Without limiting in any manner the scope or generality of the
        foregoing, the Corporation is hereby granted the following powers:





To
        acquire, develop, finance, borrow on, invest in, mortgage, pledge, encumber,
        build upon, construct, sell, lease, manage, hold or in any other manner deal
        in
        any and all interests in real estate of any kind whatsoever throughout the
        United States and the rest of the world.





FOURTH:
        The aggregate number of shares which Corporation shall have authority to
        issue
        is:





4,000,000
        shares of Common Stock of $1.00 par value per share, each share of which
        shall
        be entitled to one vote at all meetings of the Stockholders.





500,000
        shares of Preferred Stock of $1.00 par value per share.




The
        Preferred Stock may be issued from time to time in one or more series, each
        of
        which series to have such powers, vote designations, preferences,
        qualifications, limitations, restrictions, participations, options, or other
        relative or special rights, as are stated and expressed herein or, to the
        extent
        permitted by law, in the resolution or resolutions providing for the issuance
        of
        such series, as adopted by the Board of Directors. The Board of Directors
        is
        hereby expressly empowered, subject to the provisions of this Article, to
        provide for the issuance of Preferred Stock from time to time in one or more
        series and to fix, as to such series, by resolution or resolutions providing
        for
        the issuance of such series:




(i)
        the
        number of shares to constitute such series and the title or designation of
        the
        series;




(ii)
        the
        rate of dividend, whether or not cumulative, and the extent of further
        participation in dividends or distributions, if any;


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(iii)
        the
        price and the terms and conditions, if any, upon which shares of such series
        are
        redeemable;




(iv)
        whether or note the shares of such series shall be subject to sinking fund
        provisions for the redemption or purchase of shares;




(v)
        the
        amount, if any, payable upon shares in event of voluntary or involuntary
        liquidation of the Corporation;




(vi)
        the
        terms and conditions, if any, on which shares of such series are convertible;




(vii)
        the
        voting power, if any, of such series by determining the votes (or fraction
        of a
        vote) per share and the elections or events upon which such series may be
        voted,
        or may determine to restrict or elimination entirely the right of such series
        to
        vote;




(viii)
        such other powers, designations, preferences and relative, participating,
        optional or other special rights, and the qualifications, limitations or
        restrictions thereof, as and to the extent permitted by law.




FIFTH:
        The name and mailing address of the incorporator is Richard B. Laden, 22nd
        Floor, Philadelphia Saving Fund Building, Philadelphia, Pennsylvania,
        19107.





SIXTH:
        The Board of Directors shall have the power to make, alter or repeal the
        by-laws
        of the Corporation at any regular or special meeting at which a quorum is
        present by the affirmative vote of the majority of the directors attending
        such
        meeting and voting thereon.





I,
        the
        undersigned, being the incorporator herein named for the purpose of forming
        a
        Corporation pursuant to the General Corporation Law of the State of Delaware,
        do
        make this Certificate, hereby declaring and certifying that the facts herein
        stated are true and accordingly have hereunto set my hand this 30th day
        of
        August, 1969.





RICHARD
        B. LADEN, *Incorporator*




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CERTIFICATE
        OF AMENDMENT


TO


CERTIFICATE
        OF INCORPORATION


OF


FPA
        CORPORATION





Pursuant
        to the Provisions of Section 242 of the


General
        Corporation Law of the State of Delaware




**______________**







The
        undersigned, being respectively the Chairman of the Board and an Assistant
        Secretary of FPA Corporation, a corporation organized and existing under
        and by
        virtue of the General Corporation Law of the State of Delaware (the
“Corporation”), DO HEREBY CERTIFY:





FIRST:
        That the Certificate of Incorporation of the Corporation was filed in the
        office
        of the Secretary of State of the State of Delaware on September 4,
        1969.





SECOND:
        A
        Certificate of Amendment to the Certificate of Incorporation was filed in
        the
        office of the Secretary of State of the State of Delaware on July 25,
        1983.





THIRD:
        That the Certificate of Incorporation of the Corporation, as amended, is
        hereby
        further amended by the addition of the following ARTICLE SEVENTH:





“SEVENTH.
        No director shall be personally liable to the corporation or its stockholders
        for monetary damages for breach of fiduciary duty as a director, provided
        that
        this provision shall not eliminate or limit the liability of a director (i)
        for
        any breach of the director's duty of loyalty to the corporation or its
        stockholders, (ii) for acts or omissions not in good faith or which involve
        intentional misconduct or a knowing violation of law, (iii) for paying a
        dividend or approving a stock repurchase which was illegal under Section
        174 (or
        any successor section) of the Delaware General Corporation law, or (iv) for
        any
        transaction from which the director derived an improper personal benefit.
        This
        paragraph Seventh shall not eliminate or limit the liability of a director
        for
        any act or omission occurring prior to the date when this paragraph Seventh
        becomes effective. If the Delaware General Corporation Law hereafter is amended
        to eliminate or limit further the liability of a director, then a director
        of
        the corporation, in addition to the circumstances in which a director is
        not
        personally liable for monetary damages as set forth in this paragraph Seventh,
        shall not be liable to the fullest extent permitted by the amended Delaware
        General Corporation Law.”




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FOURTH:
        That the foregoing amendment to the Corporation's Certificate of Incorporation
        was set forth at a meeting of the Board of Directors, pursuant to notice
        duly
        given, held on September 15, 1986.





FIFTH:
        That the foregoing amendment to the Corporation's Certificate of Incorporation
        was adopted by the vote of a majority of all the stockholders of the outstanding
        shares entitled to vote thereon, at an annual meeting of stockholders, pursuant
        to notice duly given, held on December 12, 1986.





SIXTH:
        That said amendment does not effect any change in the issued shares of the
        Corporation.





SEVENTH:
        That the aforesaid amendment has been duly adopted in accordance with the
        applicable provisions of Section 242 and 222 of the General Corporation Law
        of
        the State of Delaware.





IN
        WITNESS WHEREOF, we, the undersigned, being the Chairman of the Board and
        an
        Assistant Secretary of FPA Corporation, have hereunto set our hands this
        12th
        day of December, 1986 and acknowledge that the instrument is out act and
        deed
        and that the facts stated herein are true.




Jeffrey
                P. OrleansJeffrey
                P. OrleansChairman
                  of the Board




Attest:Robert W. BrentAssistance
                Secretary
              
              [SEAL]




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CERTIFICATE
        OF AMENDMENT


OF


CERTIFICATE
        OF INCORPORATION


OF


FPA
        CORPORATION





FPA
        CORPORATION, a corporation organized and existing under and by virtue of
        the
        Delaware General Corporation Law (the “Corporation”),





DOES
        HEREBY CERTIFY THAT:





FIRST:
        The Board of Directors of the Corporation has adopted the following resolutions
        proposing and declaring advisable the following amendment to the Certificate
        of
        Incorporation of the Corporation:





RESOLVED,
        that Article First of the Corporation's Certificate of Incorporation, be,
        subject to the requisite stockholder approval, amended to read in its entirety
        as follows (the “Amendment”)




“FIRST:
        The name of the Corporation is Orleans Homebuilders, Inc.”




FURTHER
        RESOLVED, that the Board of Directors of the Corporation hereby finds and
        declares that the adoption of the Amendment is advisable and in the best
        interests of the Corporation.




SECOND:
        Thereafter, in lieu of a meeting and vote of stockholders, the holder of
        record
        of an aggregate of 7,085,675 shares of the 11,356,018 outstanding shares
        of
        common stock of the Corporation, having not less than the minimum number
        of
        votes necessary to authorize the Amendment, gave a written consent to the
        Amendment in accordance with the provisions of Section 228 of the Delaware
        General Corporation Law.





THIRD:
        The Amendment has been duly adopted in accordance with the provisions of
        Sections 228 and 242 of the Delaware General Corporation Law.





FOURTH:
        The Amendment shall not be effective until 11:59 p.m. on July 13,
        1998.





IN
        WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment
        to be
        signed by a duly authorized officer this 13th day of July, 1998.






FPA
                  CORPORATIONBy: 
Joseph
                A. SantangeloName 
Joseph
                  A. SantangeloTitle:
                Treasurer and Secretary




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CERTIFICATE
        OF DESIGNATIONS, PREFERENCES


AND
        RIGHTS OF SERIES D PREFERRED STOCK


OF
        ORLEANS HOMEBUILDERS, INC.





ORLEANS
        HOMEBUILDERS, INC., a corporation organized and existing under the General
        Corporation Law of the State of Delaware,





DOES
        HEREBY CERTIFY:





That,
        pursuant to the authority conferred upon the Board of Directors by the
        Certificate of Incorporation (as amended) of said corporation, and pursuant
        to
        the provisions of Section 151 of Title 8 of the Delaware Code of 1953, said
        Board of Directors, at a meeting duly held on September 24, 1998, adopted
        resolutions providing for the issuance of One Hundred Thousand (100,000)
        shares
        of “Series D Preferred Stock”, which resolutions are as follows:





RESOLVED,
        that pursuant to the authority vested in the Board of Directors of the
        Corporation in accordance with the provisions of the Certificate of
        Incorporation and Section 151 of the Delaware General Corporation Law, a
        series
        of Preferred Stock of the Corporation be and hereby is created, and that
        the
        designation and amount thereof and the preferences and relative, participating,
        optional and other special rights of the shares of such series, and the
        qualifications, limitations or restrictions thereof are as follows:




1.  Designation
        and Amount .
        Of the
        500,000 shares of Preferred Stock, $1.00 par value per share, authorized
        by
        ARTICLE FOURTH of the Certificate of Incorporation, there is hereby designated
        a
        series of Preferred Stock consisting of 100,000 shares to be designated “Series
        D Preferred Stock” (the “Series D Preferred Stock”).





2.  Ranking .
        The
        Series D Preferred Stock shall rank senior to the Common Stock and senior
        to or
        on a pari passu basis with all other series of the Preferred Stock hereafter
        authorized as to the distribution of assets (all of such stock as to which
        the
        Series D Preferred Stock ranks senior, including the Common Stock, being
        hereinafter sometimes referred to collectively as the “Junior
        Securities”).





3.  Voting
        Rights .
        The
        Series D Preferred Stock shall have no voting rights except as provided in
        Section 8 hereof and as otherwise provided by law.





4.  Dividends .
        The
        holders of shares of Series D Preferred Stock shall be entitled to receive,
        out
        of funds legally available for the purpose or as otherwise permitted by
        applicable law, quarterly dividends payable in cash at the rate of seven
        percent
        (7%) of the “Series D Liquidation Preference” (hereinafter defined) per share
        per annum, in equal quarterly installments of one and three quarters percent
        (1.75%) each on the first day of each December, March, June and September
        (collectively, the “Dividend Payment Dates”), commencing December 1, 1998 (the
“Dividend Commencement Date”), before any dividends shall be declared, paid or
        set apart for or paid upon any Junior Securities. As long as any share of
        Series
        D Preferred Stock shall remain outstanding, no dividend (other than a dividend
        payable solely in shares of Common Stock) shall be declared or paid on Common
        Stock or Junior Securities prior




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to
        the
        Dividend Commencement Date. Holders of Series D Preferred Stock shall not
        be
        entitled to any dividends with respect to the Series D Preferred Stock other
        than as aforesaid. Dividends on each share of Series D Preferred Stock shall
        be
        cumulative from the Dividend Commencement Date. The Corporation shall not
        purchase, redeem, or otherwise retire or acquire for value (otherwise than
        for
        Junior Securities) any Junior Securities except to the extent that dividends
        on
        such Junior Securities could be paid as aforesaid. The Series D Liquidation
        Preference shall be Thirty Dollars ($30.00), as such amount may be adjusted
        as
        herein provided.





5.  Redemption .





(a)  The
        Corporation may redeem the Series D Preferred Stock at any time after December
        31, 2003, in whole or in part, at a cash redemption price (the “Series D
        Redemption Price”) equal to (A) the Series D Liquidation Preference on the
        shares so redeemed plus (B) all accrued and unpaid dividends on such shares
        to
        the date of redemption (the “Series D Redemption Date”).





(b)
        (i)
        in the event that fewer than all of the outstanding shares of the Series
        D
        Preferred Stock are to be redeemed, the shares to be redeemed shall be done
        on a
        pro rata basis in accordance with the respective number of shares of Series
        D
        Preferred Stock held by each holder of record.





(ii)  In
        the
        event the Corporation shall redeem shares of the Series D Preferred Stock,
        notice (the “Series D Notice”) of such redemption shall be given by first class
        mail, postage prepaid, mailed not less than 30 days nor more than 60 days
        prior
        to the Series D Redemption Date, to each holder of record of the shares to
        be
        redeemed, at such holder's address as the same appears on the register of
        the
        Corporation maintained for the Series D Preferred Stock. Each such Series
        D
        Notice shall state: (1) the Series D Redemption Date; (2) the number of shares
        of the Series D Preferred Stock to be redeemed and, if fewer than all of
        the
        shares held by such holder are to be redeemed, the number of such shares
        to be
        redeemed from such holder; (3) the Series D Redemption Price; (4) the place
        or
        places where certificates for such shares are to be surrendered for payment
        of
        the Series D Redemption Price; and (5) the date as of which the conversion
        right
        set forth in Section 7 hereof, if any, shall expire (which shall not be earlier
        than 30 days after such Series D Notice is mailed).





(iii)  A
        Series
        D Notice having been mailed as aforesaid, from and after the Series D Redemption
        Date (unless the Corporation shall be in default in providing money for the
        payment of the Series D Redemption Price of the shares called for redemption),
        dividends on the shares of Series D Preferred Stock so called for redemption
        shall cease to accrue, and from and after the Series D Redemption Date (unless
        the Corporation shall be in default in providing money for the payment of
        the
        Series D Redemption Price of the shares called for redemption when such shares
        have been duly tendered for redemption), said shares shall no longer be deemed
        to be outstanding, and all rights of the holders thereof as stockholders
        of the
        Corporation (except the right to receive from the Corporation the Series
        D
        Redemption Price and the right to exercise any privilege of conversion not
        theretofore expiring) shall cease. Upon surrender in accordance with said
        Series
        D Notice of the certificates for any shares so redeemed (properly endorsed
        or
        assigned for transfer, if the Board of Directors of the Corporation shall
        so
        require




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and
        the
        Series D Notice shall so state), such shares shall be redeemed by the
        Corporation at the Series D Redemption Price aforesaid. In the event that
        fewer
        than all of the shares represented by any such certificate are redeemed,
        a new
        certificate shall be issued representing the unredeemed shares without cost to
        the holder thereof.





(c)  The
        Series D Preferred Stock shall not be subject to any sinking fund provisions
        for
        the redemption or purchase of shares.





6.  Liquidation
        or Dissolution .
        In the
        event of any voluntary or involuntary liquidation, dissolution or winding
        up of
        the affairs of the Corporation, the holders of shares of the Series D Preferred
        Stock then outstanding shall be entitled to receive out of the assets of
        the
        Corporation available for distribution to its stockholders an amount in money
        or
        money's worth for each share outstanding equal to the Series D Redemption
        Price
        as of the date fixed for liquidation, dissolution or winding up of the affairs
        of the Corporation (utilizing the date fixed for liquidation, dissolution
        or
        winding up of the affairs of the Corporation as the Series D Redemption Date
        and
        the shares so redeemed as all the shares of Series D Preferred Stock then
        outstanding) and no more, before any assets are distributed to the holders
        of
        any of the Junior Securities. Any distribution of assets to the Junior
        Securities shall include cash, in whole or in part, only if the distribution
        to
        holders of the Series D Preferred Stock has been made entirely in cash. If
        the
        assets of the Corporation are not sufficient to satisfy the liquidation
        preference of outstanding shares of the Series D Preferred Stock, then the
        holders of all such shares shall share ratably in such distribution of assets
        in
        proportion to the full amounts to which they are respectively entitled. The
        consolidation or merger of the Corporation with another entity or any other
        corporate action having the effect of the foregoing, shall not be deemed
        a
        voluntary or involuntary liquidation, dissolution or winding up of the affairs
        of the Corporation and shall not give rise to any rights provided in this
        Section 6.





7.  Conversion
        of Series D Preferred Stock .





(a)  Each
        share of Series D Preferred Stock is convertible, at any time and at the
        option
        of the holder thereof, into fully-paid and non-assessable shares of Common
        Stock
        (A) at the rate of twenty (20) shares of Common Stock for each share of Series
        D
        Preferred Stock converted or (B) upon the occurrence of any of the events
        described in paragraph 7(e) hereof, at the rate determined pursuant to such
        paragraph 7(e) (in either such case, the “Series D Conversion Rate”). The Series
        D Conversion Rate shall be subject to adjustment from time to time in certain
        instances as hereinafter provided. Each adjustment of the Series D Conversion
        Rate shall be rounded to the nearest four decimal places. The Series D
        Conversion Rate shall be subject to adjustment from time to time as
        follows:





(i)  If
        the
        Corporation shall at any time pay a dividend or distribution on Common Stock
        in
        Common Stock, subdivide its outstanding shares of Common Stock into a larger
        number of shares, or combine its outstanding shares of Common Stock into
        a
        smaller number of shares, the Series D Conversion Rate in effect immediately
        prior thereto shall be adjusted so that each share of Series D Preferred
        Stock
        shall thereafter be convertible into the number of shares of Common Stock
        which
        the holder of a share of Series D Preferred Stock would have been entitled
        to
        receive after the happening of any of the events described above had




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such
        share been converted immediately prior to the happening of such event. An
        adjustment made pursuant to this subparagraph shall become effective
        retroactively to the record date in the case of a dividend and shall become
        effective on the effective date in the case of subdivision or
        combination.





(ii)  If
        the
        Corporation shall distribute to all or substantially all holders of shares
        of
        Common Stock any rights to subscribe for Common Stock, then in each such
        case
        the number of shares of Common Stock into which each share of Series D Preferred
        Stock shall thereafter be convertible shall be determined by multiplying
        the
        number of shares of Common Stock into which each share of Series D Preferred
        Stock was theretofore convertible on the day immediately preceding the record
        date for the determination of the stockholders entitled to receive such
        distribution by a fraction, the numerator of which shall be the Market Price
        Per
        Share (as defined in the immediately succeeding sentence) of the Common Stock
        on
        such record date, and the denominator of which shall be such Market Price
        per
        Share less the then fair market value (as determined in a resolution adopted
        by
        the Board of Directors of the Corporation) of such subscription rights
        applicable to one share of Common Stock. The “Market Price Per Share” of the
        Common Stock shall be, as of the date of determination, (i) the last sale
        price
        per share of the Common Stock prior to such date on the principal securities
        exchange on which the Common Stock is listed, or (ii) if the Common stock
        is not
        so listed, the last reported sale price per share of the Common Stock on
        NASDAQ
        prior to such date, or (iii) if the Common Stock is not so reported, the
        mean of
        the last reported bid and asked prices per share of the Common Stock in the
        over-the-counter market prior to such date, or (iv) if none of (i), (ii)
        or
        (iii) of this sentence is applicable, as determined in a resolution adopted
        by
        the Board of Directors. Such adjustment shall become effective retroactively
        immediately after such record date.





(iii)  In
        case
        of any capital reorganization or any reclassification of the capital stock
        of
        the Corporation or in case of the consolidation or merger of the Corporation
        with another corporation or in the case of any sale or conveyance of all
        or
        substantially all of the property of the Corporation, each share of Series
        D
        Preferred Stock shall thereafter be convertible into the number of shares
        of
        stock or other securities or property (including cash) receivable upon such
        capital reorganization, reclassification of capital stock, consolidation,
        merger, sale or conveyance, as the case may be, by a holder of the number
        of
        shares of Common Stock into which such share of Series D Preferred Stock
        was
        convertible immediately prior to such capital reorganization, reclassification
        of capital stock, consolidation, merger, sale or conveyance; and, in any
        case,
        appropriate adjustment (as determined by the Board of Directors) shall be
        made
        in the application of the provisions herein set forth with respect to rights
        and
        interests thereafter of the holders of Series D Preferred Stock to the end
        that
        the provisions set forth herein (including the specified changes in and other
        adjustments of the Series D Conversion Rate) shall thereafter be applicable,
        as
        nearly as may be reasonably possible, in relation to any shares of capital
        stock
        or other securities or other property thereafter deliverable upon the conversion
        of the Series D Preferred Stock.





(b)  The
        Corporation shall at all times reserve and keep available out of its authorized
        and unissued Common Stock, solely for the purpose of effecting the conversion
        of
        the Series D Preferred Stock as provided herein, such number of shares as
        shall
        from time to time be sufficient to effect the conversions of all shares of
        Series D Preferred Stock from time to time




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outstanding.
        If the Common Stock of the Corporation is listed on one or more securities
        exchanges, the shares so reserved shall be listed (or shall be listed upon
        notice of issuance) on the principal securities exchange.





(c)  (i)  Before
        any holder of Series D Preferred Stock shall be entitled to convert the same
        into Common Stock, such holder shall surrender the certificate or certificates
        for such Series D Preferred Stock at the office appointed as aforesaid, which
        certificate or certificates, if the Corporation shall so request, shall be
        duly
        endorsed to the Corporation or in blank, or accompanied by proper instruments
        of
        transfer to the Corporation or in blank, and shall give written notice to
        the
        Corporation that such holder elects to convert such Series D Preferred
        Stock.





(ii)  The
        Corporation will, as soon as practicable after such surrender of certificates
        for Series D Preferred Stock accompanied by the written notice, issue and
        deliver at the office appointed as aforesaid, to the person for whose account
        such Series D Preferred Stock was so surrendered, certificates for the number
        of
        full shares of Common Stock to which such person shall be entitled as aforesaid,
        together with a cash adjustment for any fraction of a share as hereinafter
        stated, if not evenly convertible. Subject to the following provisions of
        this
        paragraph, such conversion shall be deemed to have been made as of the date
        of
        such surrender of the Series D Preferred Stock to be converted, and the person
        or persons entitled to receive the Common Stock issuable upon conversion
        of such
        Series D Preferred Stock shall be treated for all purposes as the record
        holder
        or holders of such Common Stock on such date. The Corporation shall not be
        required to convert, and no surrender of Series D Preferred Stock shall be
        effective for that purpose, while the stock transfer books of the Corporation
        are closed for any purpose; but the surrender of Series D Preferred Stock
        for
        conversion during any period while such books are so closed shall become
        effective for conversion immediately upon the reopening of such books, as
        if the
        conversion had been made on the date such Series D Preferred Stock was
        surrendered, and at the conversion rate in effect at the date of such
        surrender.





(d)  No
        fractions of shares of Common Stock are to be issued upon conversion, but
        in
        lieu thereof the Corporation will pay therefor in cash a sum based on the
        Market
        Price Per Share.





(e)  (i)  Adjustments
        of Series D Conversion Rate .
        The
        Series D Conversion Rate shall be subject to adjustments from time to time
        upon
        the happening of the events hereinafter specified. No adjustments shall be
        made
        for any cash dividends on the Common Stock. The Corporation hereby covenants
        that, to the extent permitted by law, the par value of each share of Common
        Stock will not be increased so long as any share of Series D Preferred Stock
        is
        outstanding.





(ii)  Conversion
        Rate .
        If, at
        any time the Corporation issues or sells any shares of Common Stock for a
        consideration per share less than the Market Price Per Share on the date
        of such
        issue or sale (as reasonably determined in good faith by the Board of Directors
        of the Corporation), the Series D Conversion Rate in effect immediately prior
        to
        such issue or sale shall thereupon be increased to the number (calculated
        to
        four decimal places) determined by multiplying the Series D Conversion Rate
        in
        effect immediately prior to the time of such issue or
        sale
        by a fraction, the denominator of which shall be the sum of (A) the number
        of
        shares of Common Stock outstanding immediately prior to such issue or sale
        multiplied by the Market Price Per Share immediately prior to such issue
        or
        sale, and (B) the consideration received by the Corporation upon such issue
        or
        sale, and the numerator of which shall be the total number of shares of Common
        Stock outstanding immediately after such issue or sale multiplied by the
        Market
        Price Per Share immediately prior to such issue or sale.




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(iii)  Special
        Rules for Adjusting the Series D Conversion Rate .
        For the
        purposes of Section (ii) above, the following paragraphs (A) to (D), inclusive,
        shall also be applicable:





(A)  Treatment
        of Options, Rights, etc .
        At any
        time the Corporation grants any rights to subscribe for, or any rights or
        options to purchase, Common Stock or any securities convertible into or
        exchangeable for Common Stock (such convertible or exchangeable securities
        being
        herein called “Convertible Securities), whether or not such rights or options or
        the right to convert or exchange any such Convertible Securities are immediately
        exercisable, and the price per share for which Common Stock is issuable upon
        the
        exercise of such rights or options or upon conversion or exchange of such
        Convertible Securities, such total amount being herein collectively referred
        to
        as the “Section 7(e) Exercise Price” (determined by dividing (1) the total
        amount, if any, received or receivable by the Corporation as consideration
        for
        the granting of such rights or options, plus the minimum aggregate amount
        of
        additional consideration payable to the Corporation upon the exercise of
        such
        rights or options, plus, in the case of any such rights or options which
        relate
        to such Convertible Securities, the minimum aggregate amount of additional
        consideration, if any, payable upon the issue or sale of such Convertible
        Securities and upon the conversion or exchange thereof, by (2) the total
        maximum
        number of shares of Common Stock issuable upon the exercise of such rights
        or
        options or upon the conversion or exchange of all such rights or options),
        is
        less than the Market Price in effect immediately prior to the granting of
        such
        rights or options, then the maximum number of shares of Common Stock issuable
        upon the exercise of such rights or options or upon conversion or exchange
        of
        the maximum number of such Convertible Securities issuable upon the exercise
        of
        such rights or options shall (as of the date of granting of such rights or
        options) be deemed to be outstanding and to have been issued for such price
        per
        share. Except as provided in paragraph 7(f), no further adjustments of the
        Series D Conversion Rate shall be made upon the actual issue of such Common
        Stock or of such Convertible Securities upon exercise of such rights or options
        or upon the actual issue of such Common Stock upon conversion or exchange
        of
        such Convertible Securities. Such adjustment shall become effective
        retroactively immediately after such record date.




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    11 -

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(B)  Treatment
        of Convertible Securities .
        At any
        time the Corporation issues or sells any Convertible Securities, whether
        or not
        the rights to exchange or convert thereunder are immediately exercisable,
        and
        the price per share for which Common Stock is issuable upon such conversion
        or
        exchange, such total amount being herein collectively referred to as the
        “Section 7(e) Exchange Rate” (determined by dividing (1) the total amount
        received or receivable by the Corporation as consideration for the issue
        or sale
        of such Convertible Securities, plus the minimum aggregate amount of additional
        consideration, if any, payable to the Corporation upon the conversion or
        exchange thereof, by (2) the total maximum number of shares of Common Stock
        issuable upon the conversion or exchange of all such Convertible Securities),
        is
        less than the Market Price in effect immediately prior to the time of such
        issue
        or sale, then the maximum number of shares of Common Stock issuable upon
        conversion or exchange of all such Convertible Securities shall (as of the
        date
        of the issue or sale of such Convertible Securities) be deemed to be outstanding
        and to have been issued for such price per share, provided that (x) except
        as
        provided in paragraph 7(f), no further adjustments of the Series D Conversion
        Rate shall be made upon the actual issue of such Common Stock upon conversion
        or
        exchange of such Convertible Securities and (y) if any such issue or sale
        of
        such Convertible Securities is made upon exercise of any rights to subscribe
        for
        or to purchase or any option to purchase any such Convertible Securities
        for
        which adjustments of the Series D Conversion Rate have been or are to be
        made
        pursuant to other provisions of this paragraph 7(e), no further adjustments
        of
        the Series D Conversion Rate shall be made by reason of such issue or
        sale.





(C)  Computation
        of Consideration .
        For
        purposes of this paragraph 7(e): (1) the consideration received for any shares
        of Common Stock or Convertible Securities or any rights or options to purchase
        any such Common Stock or Convertible Securities issued or sold for cash shall
        be
        deemed to be the amount received by the Corporation therefor, without deduction
        therefrom of any expenses incurred or any underwriting commissions or
        concessions or discounts paid or allowed by the Corporation in connection
        therewith; (2) if any shares of Common Stock or Convertible Securities or
        any
        rights or options to purchase any such Common Stock or Convertible Securities
        are issued or sold for a consideration other than cash, the amount of the
        consideration other than cash, received by the Corporation shall be deemed
        to be
        the fair value of such consideration as reasonably determined in good faith
        by
        the Board of Directors of the Corporation, without deduction therefrom of
        any
        expenses incurred or any underwriting commissions or concessions or discounts
        paid or allowed by the Corporation in connection therewith; and (3) the
        consideration for any shares of Common Stock or Convertible Securities issued
        by
        the Corporation in connection with any merger or consolidation of another
        corporation into the Corporation shall be deemed to
        be the
        fair value of the assets of such merged or consolidated corporation as
        reasonably determined in good faith by the Board of Directors of the Corporation
        after deducting therefrom all cash and other consideration (if any) paid
        by the
        Corporation in connection with such merger.




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(D)  Record
        Date .
        At any
        time the Corporation takes a record of the holders of Common Stock for the
        purpose of entitling them (1) to receive a dividend or other distribution
        payable in Convertible Securities, or (2) to subscribe for or purchase Common
        Stock or Convertible Securities then such record date shall be deemed to
        be the
        date of the issue or sale of the shares of Common Stock deemed to have been
        issued or sold upon the declaration of such dividend or the making of such
        other
        distribution or the date of the granting of such right of subscription or
        purchase, as the case may be.





(f)  Readjustments
        of Section 7(e) Exercise Price and Exchange Rate .
        If the
        Section 7(e) Exercise Price or Section 7(e) Exchange Rate shall change or
        a
        different Section 7(e) Exercise Price or Section 7(e) Exchange Rate shall
        become
        effective at any time or from time to time (other than under or by reason
        of
        provisions designed to protect against dilution), then, upon such change
        becoming effective, the Series D Conversion Rate then in effect hereunder
        shall
        thereupon be increased or decreased to such Series D Conversion Rate as would
        have obtained had the adjustments made upon the granting or issuance of such
        rights or options or Convertible Securities been made upon the basis of (1)
        the
        issuance of the number of shares of Common Stock theretofore actually delivered
        upon the exercise of such options or rights or upon the conversion or exchange
        of such Convertible Securities, and the total consideration received therefor,
        and (2) the granting or issuance at the time of such change of any such options,
        rights, or Convertible Securities then still outstanding for the consideration,
        if any, received by the Corporation therefor and to be received on the basis
        of
        such changed price. On the expiration of any right or option referred to
        in
        paragraph 7(e)(iii)(A), or on the termination of any right to convert or
        exchange any Convertible Securities referred to in paragraph 7(e)(iii)(B),
        the
        Series D Conversion Rate shall thereupon be readjusted to such amount as
        would
        have obtained had the adjustment made upon the granting or issuance of such
        rights or options or Convertible Securities been made upon the basis of the
        issuance or sale of only the number of shares of Common Stock actually issued
        upon the exercise of such options or rights or upon the conversion or exchange
        of such Convertible Securities. If the Section 7(e) Exercise Price or Section
        7(e) Exchange Rate shall change at any time under or by reason of provisions
        with respect thereto designed to protect against dilution, then in case of
        the
        delivery of Common Stock upon the exercise of any such right or option or
        upon
        conversion or exchange of any such Convertible Securities, the Series D
        Conversion Rate then in effect hereunder shall forthwith be decreased to
        such
        Series D Conversion Rate as would have obtained had the adjustments made
        upon
        the issuance of such right or option or Convertible Securities been made
        upon
        the basis of the issuance of (and the total consideration received for) the
        shares of Common Stock delivered as aforesaid.





(g)  Notice
        of Adjustment .
        When
        the Series D Conversion Rate is adjusted




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pursuant
        to this Section 7, the Corporation shall promptly cause a notice setting
        forth
        the adjusted Series D Conversion Rate to be mailed to each holder of Series
        D
        Preferred Stock at such holder's last address.





(h)  Reflection
        of Adjustments on Certificates .
        Notwithstanding any adjustments in the Series D Conversion Rate, any Certificate
        for Series D Preferred Stock theretofore or thereafter issued may continue
        to
        express the same price and number and kind of shares as stated in the
        certificate initially issuable pursuant to this Resolution.





(i)  Notwithstanding
        any other provision to the contrary contained in this Section 7, for so long
        as
        the Common Stock is listed on the American Stock Exchange (the “Exchange”), no
        shares of Series D Preferred Stock shall be converted into shares of Common
        Stock unless the shares of Common Stock underlying the Series D Preferred
        Stock
        are listed on the Exchange.





(8)  Voting
        on Specified Matters .
        Except
        as otherwise provided by law, the affirmative vote of the holders of more
        than
        50% of the outstanding shares of Series D Preferred Stock, voting as a single
        class, either at a duly organized meeting of holders of Series D Preferred
        Stock
        or given in writing, in person or by proxy, shall be necessary for the following
        actions:





(a)  the
        authorization of any capital stock of the Corporation senior to the Series
        D
        Preferred Stock in terms of dividends, redemption or preference or priority
        in
        any circumstances (the “Senior Securities”);





(b)  the
        reclassification of any shares of the Corporation into shares of Senior
        Securities; and





(c)  the
        authorization of any security exchangeable for, convertible into, or evidencing
        the right to purchase shares of Senior Securities.





For
        the
        purpose of this Section 8, each share of Series D Preferred Stock shall entitle
        the holder thereof to one (1) vote on matters referred to in this Section
        8.





(9)  Restrictions
        on Transfer .
        The
        shares of Series D Preferred Stock authorized hereby together with the shares
        of
        Common Stock into which such shares of Series D Preferred Stock may be converted
        as provide in Section 7 hereof (collectively, the “Restricted Shares”), have not
        been registered under the Securities Act of 1933, as amended (the “Securities
        Act”), and such Restricted Shares are being and will be (as applicable) issued
        pursuant to an exemption from registration contained in the Securities Act.
        No
        transfer of the Restricted Shares shall be effected unless an opinion of
        counsel
        experienced in securities law matters and reasonably satisfactory to the
        Corporation shall be delivered to the Corporation to the effect that such
        contemplated transfer may be effected without registration under the Securities
        Act and any applicable state securities laws. The certificates representing
        the
        series D Preferred Stock shall bear a legend evidencing such restriction,
        and a
        stop transfer order with respect thereto shall be placed in
        effect.




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IN
        WITNESS WHEREOF, Orleans Homebuilders, Inc. has caused this Certificate
        to be executed by its President and attested by its Secretary this 13th
        day
        of October, 1998.




ORLEANS
                    HOMEBUILDERS, INC.By:  Michael
                  T.
                  VeseyName:
                    Michael T. VeseyTitle:
                  President and Chief Operating Officer




ATTEST:By: 
Joseph
                A. SantangeloName:
                Joseph A.
                SantangeloTitle: Secretary




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STATE *of* DELAWARE


CERTIFICATE
        of AMENDMENT *of*


CERTIFICATE *of* INCORPORATION








First:
        That at meeting of the Board of Directors of Orleans Homebuilders, Inc.
        resolutions were adopted setting forth a proposed amendment of the Certificate
        of Incorporation of said corporation, declaring said amendment to be advisable
        and directing that it be submitted to the stockholders of said corporation
        for
        consideration thereof at the next annual meeting of stockholders. The
        resolutions setting forth the proposed amendment is as follows:





The
        Certificate of Incorporation of the Corporation is hereby amended by amending
        and restating in its entirety the first paragraph of ARTICLE FOURTH of the
        Corporation's Certificate of Incorporation (consisting of a single sentence)
        which establishes the authorized Common Stock of the Corporation, to read
        as
        follows:




23,000,000
        shares of Common Stock of $.10 per value per share, each share of which shall
        be
        entitled to one vote at all meetings of the Stockholders.




Second:
        That thereafter, pursuant to resolution of its Board of Directors, the proposed
        amendment was submitted to the stockholders of said corporation at an annual
        meeting duly called and held, upon notice in accordance with Section 222
        of the
        General Corporation Law of the State of Delaware, at which meeting the necessary
        number of shares as required by statute were voted in favor of the
        amendment.





Third:
        That said amendment was duly adopted in accordance with the provisions of
        Section 242 of the General Corporation Law of the State of
        Delaware.





Fourth:
        That the capital of said corporation shall be not reduced under or by reason
        of
        said amendment.




BY:    
                         Joseph A. Santangelo(Authorized
                        Officer)NAME: 
Joseph
                      A. SantangeloChief
                        Financial
                        Officer(Type
                        or Print)
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