EXHIBIT 2(d)
THE DELTONA CORPORATION




                                                                November 7, 1997

SHARON J. HUMMERHIELM
Vice President-Administration
and Corporate Secretary


Ms. Donna Ansbro
American Stock Transfer &
 Trust Company
40 Wall Street
New York, NY  10005                                     VIA FAX TO: 718/921-8337


         RE:      REQUISITION TO ISSUE 6,809,338 SHARES OF COMMON STOCK
                  OF THE DELTONA CORPORATION


Dear Ms. Ansbro:

On  November  4,  1997,  the  shareholders  of  The  Deltona   Corporation  (the
"Corporation")  approved the  issuance of an  aggregate  of 6,809,338  shares of
common stock of the  Corporation to reduce the  Corporation's  debt. On the same
date,  the Board of Directors  of the  Corporation  authorized  and directed the
issuance of an aggregate of 6,809,338 shares of common stock of the Corporation,
$1 par value, as original issue in the name of the transferee set forth below.

Enclosed are Certified Resolutions  concerning the actions taken by the Board of
Directors together with a Secretary's  Certificate as to the action taken by the
shareholders on November 4, 1997.

The  purpose of this  letter is to request  American  Stock  Transfer  and Trust
Company, as registrar and transfer agent of the Common Stock of the Corporation,
prepare,  countersign and register seven (7)  certificates  as follows:  six (6)
certificates  each for  1,000,000  shares of common  stock in the name of Yasawa
Holding, N.V., a Netherlands Antilles corporation,  c/o The Deltona Corporation,
999 Brickell  Ave,  Suite 700,  Miami,  FL 33131;  and one (1)  certificate  for
809,338  shares  of  common  stock  in the  name  of  Yasawa  Holding,  N.V.,  a
Netherlands Antilles corporation, c/o The Deltona Corporation, 999 Brickell Ave,
Suite  700,  Miami,  FL 33131.  The seven  certificates  to be issued  should be
stamped or otherwise imprinted with the following legend:

         "THE SHARES  EVIDENCED  BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
         UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED,  AND  MAY  NOT  BE
         TRANSFERRED,  ASSIGNED,  CONVEYED OR PLEDGED WITHOUT REGISTRATION UNDER
         THE  SECURITIES  ACT OF 1933 AND APPLICABLE  STATE  SECURITIES  LAWS OR
         WITHOUT DELIVERY OF AN OPINION OF COUNSEL,  SATISFACTORY TO THE DELTONA
         CORPORATION, THAT REGISTRATION IS NOT REQUIRED"


    Executive Offices * 999 Brickell Avenue, Suite 700 * Miami, Florida 33131
                  305-579-0999*800-333-5866 * Fax:305-358-0999

<PAGE>
Ms.  Donna Ansbro
Page Two
November 7, 1997



Should you have any questions  regarding the above,  please feel free to contact
us. Thank you for your prompt attention to this request.

Very truly yours,

THE DELTONA CORPORATION                           THE DELTONA CORPORATION



/s/Sharon J. Hummerhielm                          /s/ Earle D. Cortright, Jr.
---------------------------------------           -----------------------------
Sharon J. Hummerhielm, Vice President &           Earle D. Cortright, President
                       Corporate Secretary

<PAGE>
                              CERTIFIED RESOLUTION
                              --------------------

         I, SHARON J. HUMMERHIELM, Vice President and Corporate Secretary of The
Deltona Corporation (the "Corporation"),  a Delaware corporation qualified to do
business in the State of Florida,  hereby certify that a meeting of the Board of
Directors  of the  Corporation  was  duly  called  and  held  on the  4th day of
November,  1997,  and that at such  meeting  at which a quorum was  present  and
voting  throughout,  the  following  preambles  and  resolutions  were  duly and
unanimously adopted by the Board of Directors of the Corporation:
         WHEREAS,  the Board of Directors of the Corporation has determined that
it is in the best interests of the Corporation to reduce the Corporation's debt;
and
         WHEREAS,  the stockholders  have approved an agreement  entered into by
the Company and its Lenders on August 19,  1997 and  approval in  principle  has
been obtained from the Division of Florida Land Sales,  Condominiums  and Mobile
Homes;
         NOW,  THEREFORE,  BE IT  RESOLVED,  that the Board of  Directors of the
Corporation  does hereby  authorize and direct the  appropriate  officers of the
Corporation  to do all things and to take all  actions  as may be  necessary  or
appropriate to consummate the agreement approved by the stockholders on November
4, 1997; and it is further
         RESOLVED,  that  the  appropriate  officers  of the  Corporation  shall
authorize,  direct and empower  American  Stock  Transfer  and Trust  Company as
registrar  and transfer  agent of the Common Stock of the  Corporation  to issue
6,809,338  shares of the Common  Stock of the  Corporation  (par value $1.00 per
share) to Yasawa Holding,  N.V upon the  satisfaction of debt of the Corporation
to Yasawa Holding, N.V. in the aggregate amount of $6,809,338; and it is further
         RESOLVED,  that American Stock  Transfer & Trust  Company,  as transfer
agent and registrar of the Common Stock of the Corporation,  be and it is hereby
authorized,  directed and empowered upon written  request from the  Corporation,
signed by two officers of the Corporation, to prepare, countersign, issue and to
register  certificates  for an aggregate of 6,809,338 shares of the Common Stock
of the  Corporation  in the name of Yasawa  Holding , N.V.  and to  deliver  the
certificates, as an original issue of shares and, when issued, such shares shall
be duly and validly issued and outstanding,  fully paid and non-assessable;  and
it is further

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         RESOLVED,  that  the  certificates  registered  in the  name of  Yasawa
Holding, N.V. shall be stamped or otherwise imprinted with the following legend:
"THE SHARES  EVIDENCED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED  UNDER THE
SECURITIES  ACT OF  1933,  AS  AMENDED  AND  MAY NOT BE  TRANSFERRED,  ASSIGNED,
CONVEYED OR PLEDGED  WITHOUT  REGISTRATION  UNDER THE SECURITIES ACT OF 1933 AND
APPLICABLE  STATE  SECURITIES LAWS OR WITHOUT DELIVERY OF AN OPINION OF COUNSEL,
SATISFACTORY TO THE DELTONA CORPORATION, THAT REGISTRATION IS NOT REQUIRED"; and
it is further
         RESOLVED,  that Yasawa  Holding,  N.V. shall  acknowledge,  in writing,
prior to the  delivery  to it of the  shares,  the  existence  of the  foregoing
restrictive  legend and shall further  acknowledge that the shares of the Common
Stock of The Deltona  Corporation being acquired are for its own account and not
with a view towards resale or distribution in violation of the Securities Act of
1933, as amended, and it is further
         RESOLVED,  that the appropriate officers of the Corporation be and they
are authorized and directed to do all things necessary to convey all unsold land
inventory owned by the Corporation in the St.  Augustine  Shores  subdivision to
Swan  Development  Corporation  upon the written  agreement by Swan  Development
Corporation to assume all of the Corporation's  obligations  relating to the St.
Augustine  Shores  Subdivision,  including,  but  not  limited  to,  all  of the
Corporation's  obligations to prior  purchasers of property  therein;  and it is
further
         RESOLVED,  that the appropriate officers of the Corporation be and they
are hereby  empowered  and  directed  to execute and deliver any and all closing
documents  for the  sale by the  Corporation  of  $7,500,000  in  contracts  and
mortgages receivable to Scafholding B.V.; and it is further
         RESOLVED,  that the appropriate officers of the Corporation be and they
are hereby authorized and directed to do all things and to take all such actions
as may be necessary or appropriate to carry out the foregoing resolutions."
         As Vice President and Corporate Secretary of The Deltona Corporation, I
hereby  certify  that the  foregoing  preambles  and  resolutions  have not been
repealed, annulled, altered or amended in any

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respect, but remain in full force and effect.
         IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
The Deltona Corporation this 13 day of November, 1997.



                                         /s/ Sharon J. Hummerhielm
                                         -----------------------------------
                                         Sharon J. Hummerhielm,
                                         Vice President and Corporate Secretary

Signed, sealed and delivered
 in the presence of:


/s/ Nancy Roche
-------------------------------

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<PAGE>
                          ACKNOWLEDGMENT AND AGREEMENT
                       REGARDING RESTRICTIONS ON TRANSFER
                   OF COMMON STOCK OF THE DELTONA CORPORATION
--------------------------------------------------------------------------------

     THE UNDERSIGNED, Yasawa Holding, N. V., a Netherlands Antilles corporation,
hereby acknowledges and agrees as follows:

1.       INVESTMENT REPRESENTATION
         -------------------------

         The  Undersigned  acknowledges  that the  shares of common  stock to be
issued by The Deltona  Corporation  are not  registered  under the United States
Securities Act of 1933 (the  "Securities  Act") and that the shares must be held
indefinitely  unless  subsequently  registered  thereunder or an exemption  from
registration  is  available.  The  Undersigned  represents  and  warrants to The
Deltona  Corporation  and to other  shareholders  that (i) it will  acquire  the
shares for investment and not with the view to the  distribution  thereof within
the meaning of the  Securities  Act; (ii) it will acquire the shares for its own
account and has not offered and does not intend to transfer any participation or
interest of any kind in such shares to any other party or parties; and (iii) the
receipt of the shares  constitutes an investment  decision of an amount and type
consistent with its investment practices and objectives.

2.       RESTRICTIONS ON TRANSFERABILITY
         -------------------------------

         The  Undersigned  and any subsequent  holder of a certificate of shares
bearing  the  restrictive  legend  set forth  below  (hereinafter  "Holder")  by
acceptance  thereof agrees,  prior to any transfer or attempted transfer of such
shares,  to give  written  notice to The Deltona  Corporation  of such  Holder's
intention to effect such  transfer.  Each such notice shall  describe the manner
and  circumstances  of the  proposed  transfer  in  reasonable  detail and shall
contain an  undertaking by the person or entity giving such notice to furnish an
opinion of counsel  for the Holder with  respect  tot he proposed  sale and such
further  information as may  reasonable be required by The Deltona  Corporation.
Upon receipt of any such notice, the following provisions shall apply:

         If the proposed  transfer of shares (as indicated in written  notice to
         The Deltona  Corporation) be effected  without  registration  under the
         Securities Act, The Deltona Corporation shall so notify Holder and such
         Holder  shall   thereupon  be  entitled  to  transfer  such  shares  in
         accordance  with the  terms of the  notice  delivered  by Holder to The
         Deltona  Corporation.  Each  certificate  of  shares  issued  upon  the
         transfer of any such shares shall bear the restrictive  transfer legend
         set  forth  below  if such  legend  is  required  in  order  to  insure
         compliance with the applicable provisions of the Securities Act.


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         If  the  proposed  transfer  of  shares  may  not be  effected  without
         registration  under the  Securities  Act of such  shares,  The  Deltona
         Corporation  shall so notify  Holder.  The  Holder of such  shares,  by
         acceptance thereof, agrees as a condition to the issuance thereof, that
         if the proposed  transfer  cannot be effected  without  registration of
         such shares  under the  Securities  Act,  such Holder will not transfer
         such shares  unless they are  registered or unless the  Securities  and
         Exchange  Commissions  has  stated in  writing  that it would  raise no
         objection to the proposed transfer.

         The restrictions  imposed by this paragraph upon the transferability of
any particular share or shares shall cease and terminate  concurrently  with the
sale or other disposition  thereof pursuant to and in the manner contemplated by
an effective registration statement under the Securities Act, or pursuant to and
in accordance with Rule 144 promulgated under the Securities Act (or any similar
rule  promulgated  thereunder).   Whenever  the  restrictions  imposed  by  this
Agreement shall terminate, the Holder of any shares shall be entitled to receive
from  The  Deltona  Corporation  new  certificate  of  shares  not  bearing  the
restrictive legend set forth above and not containing any other reference to the
restrictions imposed in this Agreement.

3.       RESTRICTIVE TRANSFER LEGEND
         ---------------------------

         The shares issued by The Deltona Corporation shall not be transferrable
except in compliance with the provisions of the Securities Act in respect of the
transfer  of the  shares.  each  certificate  for shares  issued  shall  (unless
otherwise  permitted herein) be stamped or otherwise  imprinted in substantially
the following form:

         "THE SHARES  EVIDENCED  BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
         UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED,  AND  MAY  NOT  BE
         TRANSFERRED,  ASSIGNED,  CONVEYED OR PLEDGED WITHOUT REGISTRATION UNDER
         THE  SECURITIES  ACT OF 1933 AND APPLICABLE  STATE  SECURITIES  LAWS OR
         WITHOUT DELIVERY OF AN OPINION OF COUNSEL,  SATISFACTORY TO THE DELTONA
         CORPORATION, THAT REGISTRATION IS NOT REQUIRED"


                                Yasawa Holding N.V.

                                /s/ R. De Meza
--------------------------      ---------------------------------
Witness:                        By: R. De Meza, for Zarf Trust Corporation N.V.,
                                Director


THE NETHERLANDS ANTILLES)
                        )
CITY OF CURACAO         )


     Personally  appearing  before me this 23rd day of December 1997, an officer
duly authorized to administer  oaths and take  acknowledgments  R. DeMeza who is
known to me and did execute the foregoing Acknowledgment and Agreement before me
and did  acknowledge  such  execution  as his/her  free act and deed  before me.
Witness my hand and seal this 23 day of December 1997.


-------------------------
Notary Public:


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