<PAGE>

                                                                     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 total number of shares of stock of all classes which the
Corporation is authorized to issue is 100 shares of Common Stock of the par
value of one Dollar ($1.00) per share and that the aggregate par value of One
Hundred Dollars ($100.00).

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

<PAGE>

        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 and voting at such meeting.

        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
                                         --------------------------------
                                         Richard B. Laden

COMMONWEALTH OF PENNSYLVANIA  :
                              :    ss
COUNTY OF PHILADELPHIA        :

        BE IT REMEMBERED that on this 30th day of August A.D. 1969, personally
came before me, a Notary Public for the Commonwealth of Pennsylvania,
Richard B. Laden, the sole incorporator, set forth in the foregoing Certificate
of Incorporation, know to me personally to be such, and acknowledged the said
Certificate to be his act and deed and that the facts stated therein are true.

        GIVEN under my hand and seal of office the day and year aforesaid.

                                         /s/
                                         --------------------------------
                                         Notary Public

                                                                          [SEAL]

                                      - 2 -
<PAGE>

                            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 approval 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

<PAGE>

                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."

        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.

                                      - 2 -
<PAGE>

        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. Orleans
                                                --------------------------------
                                                Jeffrey P. Orleans
                                                Chairman of the Board

Attest:


Robert W. Brent
------------------------------
Assistance Secretary                            [SEAL]

                                      - 3 -
<PAGE>

                            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 CORPORATION


                                                By:    Joseph A. Santangelo
                                                       -------------------------
                                                Name   Joseph A. Santangelo
                                                Title: Treasurer and Secretary

<PAGE>

                    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:

        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").

        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").

        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.

        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 to the Dividend

<PAGE>

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.

        Redemption.

            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").

            o    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.

                 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).

                 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 and the Series D Notice shall so state),
such shares shall be redeemed by the Corporation at the

                                      - 2 -
<PAGE>

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.

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

        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.

        Conversion of Series D Preferred Stock.

            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:

                 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 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

                                      - 3 -
<PAGE>

case of a dividend and shall become effective on the effective date in the case
of subdivision or combination.

                 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.

                 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.

            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.

                                      - 4 -
<PAGE>

            o    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.

                 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.

            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.

            o    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.

                 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.

                                      - 5 -
<PAGE>

                 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:

                      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.

                      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

                                      - 6 -
<PAGE>

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.

                      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.

                      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.

            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

                                      - 7 -
<PAGE>

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.

            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.

            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.

            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.

        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:

            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");

            the reclassification of any shares of the Corporation into shares of
Senior Securities; and

            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.

                                      - 8 -
<PAGE>

        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.

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

ATTEST:

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

                                      - 9 -
<PAGE>

                                STATE OF DELAWARE
                           CERTIFICATE OF AMENDMENT OF
                          CERTIFICATE OF INCORPORATION

o       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.

o       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.

o       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.

o       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. Santangelo
                                               ---------------------------------
                                                   (Type or Print)