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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                      ------------------------------------
                                  FORM 10-K/A-1

                  Annual Report pursuant to Section 13 of the
                        Securities Exchange Act of 1934
                  For the fiscal year ended December 31, 1997
                                 File No. 1-6963

                               ORIOLE HOMES CORP.
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       1690 South Congress Avenue, Suite 200, Delray Beach, Florida 33445
                                 (561) 274-2000



           FLORIDA                                             59-1228702
   ------------------------                             ---------------------
   (State of Incorporation)                             (I.R.S. Employer I.D.)


     Securities registered pursuant of Section 12(b) of the act:



                                                     NAME OF EACH EXCHANGE ON
        TITLE OF EACH CLASS                              WHICH REGISTERED
 ------------------------------------                ------------------------
 Class A Common Stock, $.10 par Value                 American Stock Exchange

 Class B Common Stock, $.10 par Value                 American Stock Exchange

 12 1/2% Senior Notes due 2003

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         The Registrant (1) HAS filed all reports required to be filed by
Section 13 of the Securities Exchange Act of 1934 during the preceding twelve
months; and (2) HAS been subject to the filing requirements for at least the
past 90 days.

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ X ].

         As of March 23, 1998, the Company had outstanding 1,863,349 shares of
its Class A Common Stock and 2,762,175 shares of its Class B Common Stock.

         The aggregate market value of voting stock held by non-affiliates of
the Registrant is $14,780,397 as of March 23, 1998.

         Part II is partially incorporated by reference from the Registrant's
Annual Report to Shareholders for the year ended December 31, 1997, and Part III
is incorporated by reference from the Registrant's Proxy Statement for the 1998
Annual Meeting.




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                                   SIGNATURES

         Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Annual Report to be Signed on
its behalf by the undersigned, thereunto duly authorized.



                                        ORIOLE HOMES CORP.


DATE  4/29/98                           /s/ J. Pivinski
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                                        J. Pivinski, Vice President - Finance,
                                        Treasurer, Chief Financial Officer

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EXHIBIT INDEX
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         Exhibit                                                        Page
         Number                                                        Number
         -------                                                       ------  
          99.1     Market For Registrant's Common Equity and
                   Related Shareholder Matters*                         E-2
          99.2     Selected Financial Data*                             E-3

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         (*)       Incorporated by reference to Registrant's 1997 Annual Report
                   to Shareholders.




                                       E-1