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                                                                     EXHIBIT 3.1


                    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

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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 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


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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 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

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<PAGE>

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 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


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<PAGE>

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
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


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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.

                      (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


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                           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.

                                    (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


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                           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.

                                    (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)


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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 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


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<PAGE>

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.

         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: /s/ Michael T. Vesey 
                            ------------------------------------ 
                                Name:  Michael T. Vesey
                                Title: President and Chief Operating Officer



ATTEST:

By: /s/ Joseph A. Santangelo
---------------------------------------
    Name:  Joseph A. Santangelo
    Title:  Secretary-Treasurer and Chief Financial Officer



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