SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                      ------------------------------------
                                    FORM 10-K

  Annual Report pursuant to Section 13 of the Securities Exchange Act of 1934
                   For the fiscal year ended December 31, 1998
                                 File No. 1-6963

                               ORIOLE HOMES CORP.
       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


     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 22, 1999, the Company had outstanding  1,864,149  shares of its
Class A Common Stock and 2,761,375 shares of its Class B Common Stock.

     The aggregate  market value of voting stock held by  non-affiliates  of the
Registrant is $9,894,027 as of March 22, 1999.

     Part III of this Report is  incorporated  by reference to the  Registrant's
Proxy Statement  which will be filed for the 1999 Annual Meeting,  to be held on
May 12, 1999.


<PAGE>


                               ORIOLE HOMES CORP.

                                    FORM 10-K

                                TABLE OF CONTENTS

Part I                                                           Page

Item 1.        Business ..............................................      1

Item 2.        Properties ............................................     14

Item 3.        Legal Proceedings .....................................     14

Item 4.        Submission of Matters to a Vote of Security-Holders ...     14

Part II

Item 5.        Market for Registrant's Common Equity and
          Related Stockholder Matters .................................    15

Item 6.        Selected Financial Data ................................    16

Item 7.        Management's Discussion and Analysis of Financial
          Condition and Results of Operations .........................    17

Item 8.        Financial Statements and Supplementary Data ............    24

Item 9.        Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure .........................    48

Part III

Item 10.  Directors and Executive Officers of the Registrant ..........    48

Item 11.  Executive Compensation ......................................    48

Item 12.  Security Ownership of Certain Beneficial Owners
          and Management ..............................................    48

Item 13.  Certain Relationships and Related Transactions ..............    48

Part IV

Item 14.  Exhibits, Financial Statement Schedules and
          Reports on Form 8-K .........................................    49

Signatures     ........................................................    52

Exhibit Index  ........................................................    53


<PAGE>


                                     PART I
                                     ------
ITEM1          BUSINESS
General
     Oriole  Homes  Corp.  (together  with its  consolidated  subsidiaries,  the
"Company"  or  "Oriole")  builds and sells  single-family  homes,  patio  homes,
townhomes,  villas,  duplexes and low and mid-rise condominiums,  principally in
southeast  Florida.  Oriole was  incorporated in the State of Florida in 1968 as
the successor to six corporations  that had engaged in the construction and sale
of single-family homes in Florida since 1963.
     The Company's  executive  office is located at 1690 South Congress  Avenue,
Suite 200,  Delray  Beach,  Florida  33445,  and its  telephone  number is (561)
274-2000.
     The Company is a leader in the "active  adult" (age 55 and over)  market in
south Florida. In 1998, approximately 75% of the Company's revenues were derived
from sales of homes in  communities  designed  exclusively  for  active  adults.
According to various market studies  conducted on behalf of the Company,  during
each of the last five years Oriole was the largest builder of  condominiums  for
active  adults in Palm Beach  County,  measured  by dollar  volume and number of
units sold.
     Oriole  designs its product  mix in response to the  preferences  of active
adults, a demographic  group which,  according to U.S. Census reports,  enjoys a
high percentage of  discretionary  income in this marketplace and is the fastest
growing  segment of the population in the United States.  In 1998,  homes in the
Company's  active adult  communities sold at prices that ranged from $100,000 to
$195,000. Approximately 54% of these sales were for cash.
     During the year ended  December  31,  1998,  the  average  sales  price for
housing units sold by the Company was $158,500.


<PAGE>


Home Building Data (in 000's)
     The following table sets forth information  concerning sales, new contracts
and backlog for each of the past five years for the Company's homes:

                            Years Ended December 31,
                             (Dollars in Thousands)
                             ----------------------


                                1998       1997       1996       1995       1994
                                ----       ----       ----       ----       ----
Total Sales
     Sales value            $ 82,737   $106,788   $100,661   $ 73,409   $110,116
     Number of homes             522        676        597        433        755

Total New Contracts
     Sales value            $ 75,876   $102,392   $110,122   $ 79,410   $100,109
     Number of homes             491        653        670        483        661

Total Backlog
     Sales value            $ 33,553   $ 40,414   $ 44,810   $ 35,349   $ 29,348
     Number of homes             212        243        266        193        143

     The Company  anticipates  delivering  substantially  all  backlog,  both in
number of homes and dollar  amount,  within a twelve month period.  It generally
takes eight months after receipt of a contract to deliver a home. Typically, the
Company's  backlog tends to increase  between  January and May as active adults,
who are  planning  retirement,  generally  plan  occupancy of their homes in the
months of October through December. 

Operating Strategies
     The Company has attempted to maximize its financial return by (i) acquiring
tracts of developed and undeveloped land and marketing this land in phases, (ii)
developing  planned  communities,  which permit the Company to take advantage of
certain economies of scale, (iii) generally beginning  construction only after a
home is  contracted  for,  and (iv)  acting as  general  contractor  and  hiring
subcontractors  on a fixed-price or other  negotiated  cost-effective  basis. In
1998, Oriole  implemented  certain strategic  initiatives to help enhance profit
margins, including a Process Redesign Program. This program is designed to allow
for the evaluation, modification and automation of certain business processes in
order to reduce home delivery time, enhance the quality of home construction and
standardize options.
     Market-driven   attributes  which  have  contributed  to  Oriole's  success
include,  (i)  construction  of quality  homes within  communities  that offer a
significant  range  of  amenities,  and  therefore  satisfy  customers  who have
provided a continual source of referrals,  (ii) the offering of a wide selection
of competitively priced housing, which includes a substantial product mix, (iii)
extensive  knowledge  of the Florida  market,  and (iv) a land  acquisition  and
development  strategy that both permits  development and  construction in phases
and ensures availability of strategically located land for future marketing.
     The  Company  will  continue  to  adhere to most of its  current  operating
strategies  but will also adopt new  strategies as it deems  appropriate to meet
evolving and increasingly  competitive  market  conditions.  In this regard, the
Company continues to extend its geographic market into the southwest and central
Florida areas to take  advantage of  accelerated  demand in those areas.  It has
also reduced reliance on the purchase of larger tracts of land outright with the
use of "rolling" options and strategic  alliances.  The typical "rolling" option
allows the Company an exclusive  right to the future purchase of a predetermined
quantity  of land in a  development  at a price fixed at the  original  contract
date,  thereby  allowing the Company to reduce its market risk by adjusting  its
level of investment.  A typical  strategic  alliance allows for shared resources
and risk between homebuilders and/or suppliers in the purchase,  development and
marketing of large parcels of land. These alliances may take various forms; i.e.
direct  investment,  joint  ventures,  etc.  Finally,  the  combination  of land
carrying costs and the reduction in the rate of land price appreciation has made
it attractive to purchase property already substantially developed.
     Florida Market. The Company's  residential  developments are all located in
the State of Florida and primarily in southeast Florida (Broward, Palm Beach and
Martin Counties).  The Company also has developments in the Naples and the Ocala
areas.
     Quality  Construction  and Diverse  Amenities.  The Company creates a total
lifestyle  experience  for the active adult.  The  communities  usually  include
extensive  product mix and  recreational  facilities,  which range from intimate
social   clubhouses  and  swimming  pools  to  multi-million   dollar  clubhouse
environments  which include tennis courts,  indoor and outdoor  swimming  pools,
theaters for the performing arts, health clubs/spas and other amenities.

<PAGE>


     Product Diversification and Merchandising.  The Company spends considerable
effort in developing  design,  marketing and merchandising  concepts for each of
its communities.  The design concepts  determine the size, style and price range
of homes,  the  layout  of common  areas  and  individual  lots and the  overall
community  presentation.  The product  line offered  depends upon many  factors,
including  the  housing  generally  available  in the  area  and the  needs of a
particular  target market.  After  establishing  design concepts and a marketing
plan,  the Company  undertakes  development  activities  which can include  site
planning  and  engineering  and the  construction  of  roads,  sewer,  water and
drainage  facilities and  recreational  facilities.  Oriole seeks to appeal to a
wide  variety  of  buyers  in  different  geographic  locations  with  different
individual risk profiles and lifestyle preferences and, accordingly, the Company
offers a diversity  of home styles and price  ranges  including  single  family,
patio,  townhomes,  villas,  duplexes and low and mid-rise  condominiums.  Sales
prices range from  $100,000 to $600,000,  with an average  price of $158,500 for
homes delivered  during 1998. See  "Communities  Currently Under  Development or
Construction",  at page 6. The  Company  offers a variety of options for each of
its homes. Options permit buyers some flexibility to customize their homes. They
also  provide the Company  with higher  margins  while  allowing  the Company to
maintain the  efficiencies  of a production  builder.  The Company  believes the
availability  of  options  increases  the  appeal of its  homes  and makes  them
desirable  to a wide  variety of buyers.  Designs  are  reviewed  and refined to
reflect changing buyer preferences.
     Land  Acquisition and  Development.  The Company selects  locations for its
developments  on the  basis of  accessibility  to  infrastructure  such as major
highways and  thoroughfares,  shopping areas,  medical  facilities and community
cultural and recreation  centers.  The land is then  separated into  development
phases and concepts, with actual construction typically beginning within one (1)
year from the land acquisition  date. The Company  generally  develops tracts of
land that require site improvements  prior to construction.  This work sometimes
requires  that the  Company  maintain  Performance  Bonds  with the  appropriate
regulatory authorities.

<PAGE>


     Oriole's general policy is not to begin construction of single-family homes
prior to the execution of a sales  contract,  which minimizes the costs and risk
of completed but unsold inventory. The Company will, however, begin multi-family
construction (duplex, townhouse, villa and multi-story complexes) when (a) sales
contracts  are  executed  for a  predetermined  percentage  of the  total  units
available  and (b) profit can be  enhanced by  matching  production  schedule to
deliveries.  Land Sales.  In the normal course of its business,  the Company has
and may sell land which  either it can be sold at an  advantageous  price due to
market  conditions or because it no longer meets the Company's  marketing needs.
Sales of this land may also be made  because it is  located  in areas  where the
Company  considers  its  inventory  to be excessive or because the land has been
zoned for commercial use.


<PAGE>



     Communities Currently Under Development or Construction
     The following  table  summarizes  information  as of December 31, 1998 with
     respect  to  the  Company's   principal   projects  under   development  or
     construction during 1998.
<TABLE>
<CAPTION>

                                          Units Sold Units Sold
Name and            Year           Total      and       and
Location of     Development        Units   Delivered Delivered    Units Under    Units Under    Remaining
Development       Started Type    Planned  Thru 1998  in 1998   Construction(1)    Contract      Units(2)
-----------       ------------    -------  ---------  -------   ---------------    --------      --------

                                                                           At December 31, 1998
                                                                           --------------------
<S>                 <C>  <C>        <C>        <C>           <C>       <C>            <C>           <C>
Country Glen        1993 Single     300        136           24        15             12            152
Cooper City              Family

Sandpiper Landing   1995 Single     145        116           49        17             22              7
Coconut Creek            Family

Coral Lakes         1992 Active   1,384        652          127        81             69            663
Delray Beach             Adult

Palm Isles          1991 Active     992        974           25         3              3             15
Boynton Beach            Adult

Palm Isles West     1995 Active     235        143           49         5              7             85
Boynton Beach            Adult

Majestic Isles      1994 Active     450        296           98        28             24            130
Boynton Beach            Adult

Addison Green       1998 Active     130         --           --        --             --            130
Boynton Beach            Adult
</TABLE>

<PAGE>


     Communities Currently Under Development or Construction -  Continued


<TABLE>
<CAPTION>

                                          Units Sold Units Sold
Name and            Year           Total      and       and
Location of     Development        Units   Delivered Delivered    Units Under    Units Under    Remaining
Development       Started Type    Planned  Thru 1998  in 1998   Construction(1)    Contract      Units(2)
-----------       ------------    -------  ---------  -------   ---------------    --------      --------

                                                                           At December 31, 1998
                                                                           --------------------
<S>                 <C>  <C>        <C>        <C>           <C>       <C>            <C>           <C>
Summer Chase        1989 Active     221        168           19        33             22            31
Lake Worth               Adult

Whispering Sound    1991 Active     230        206           42        10             11            13
Palm City/Stuart         Adult

Sandpiper Isles     1995 Mixed      100(3)      59           20        -               2            39
Bonita Springs

Sandpiper Greens    1995 Mixed       60         14            3        -               4            42
Bonita Springs

Stonecrest          1995 Active     544(4)     204           66       23              36           304
Ocala                    Adult
</TABLE>


     (1) Includes model units.
     (2) Includes model units and potential units to be constructed.
     (3) Reduction in original number of units purchased.
     (4) Includes purchase of additional land.

<PAGE>


     Country Glen is a community of single-family  homes located in Cooper City.
The  community  consists  of  300  units  with  recreational   facilities  under
development and construction. Prices range from $295,000 to $500,000.

     Sandpiper Landing is in a 240 acre master planned  private-gated  community
consisting of 145 three and four bedroom, two-car garage residences,  located in
Coconut Creek. Prices range from $129,000 to $160,000.

     Coral  Lakes  is  an  active  adult  community  in  Boynton  Beach  with  a
multi-million dollar on-site clubhouse with substantial amenities. The community
of 1,384 units features condominiums in two- and four-story  buildings,  villas,
duplexes and sections of single-family  residences with two- car garages. Prices
range from $120,000 to $180,000.

     Palm Isles is an active adult community of 992 residences in Boynton Beach.
Prices in this  community  range from  $129,000  to  $140,000,  and home  styles
include villas,  duplexes,  lakefront  two-story  condominiums and single-family
residences.  The community has a multi-million  dollar on-site clubhouse and spa
with eight tennis courts and satellite swimming pools.

     Palm Isles West, an active adult  community in Boynton Beach,  features 235
duplexes  and  single-family   residences  priced  from  $120,000  to  $186,000.
Residents  of this  community  share  Palm  Isles'  amenities,  plus  enjoy  the
convenience of a satellite swimming pool and sun deck within Palm Isles West.

     Majestic   Isles  is  an  active  adult   community  of  450  duplexes  and
single-family residences located in Boynton Beach. Prices range from $127,000 to
$183,000.  The community  features an intimate,  luxury  clubhouse with swimming
pool and  tennis  courts.  Addison  Green is a gated  community  with a  private
recreation  area in a section of the  Aberdeen  Golf and Country Club located in
Boynton Beach.  Aberdeen with its Tennis and Fitness Center overlooks an 18-hole
golf course.  Oriole's 130 single-family  residences,  with two-car garages, are
priced from $150,000 to $174,000.

     Summer Chase is a community  for active adults  located in Lake Worth.  The
community features 221 single-family  residences with two-car garages. The price
range is $139,000 to $163,000.  A social clubhouse is available to all residents
along with tennis courts and pool.

     Whispering  Sound is an active  adult  community  of 230 duplex  residences
located in Martin County in Palm City/Stuart. The residences range in price from
$114,000 to $124,000.  The community  includes natural  preserved areas offering
backyard privacy for nearly every  residence.  The social clubhouse is available
to all residents along with tennis courts and pool.

<PAGE>

     Sandpiper Isles,  located in Bonita Springs,  is a 100 home neighborhood of
luxury 3 bedroom,  2 bath coach homes surrounded by lakes and preserves,  priced
from  $167,000 and luxury 3 bedroom,  3 1/2 bath mid-rise  condominiums,  priced
from $232,000.  Included is a private social clubhouse,  lakeside pool and gated
entry.

     Sandpiper  Greens  is a  neighborhood  of sixty 3  bedroom,  2 bath  garden
mid-rise  residences  adjoining a country club with a championship  18-hole golf
course,  priced  from  $148,000 to the mid  $200's,  located in Bonita  Springs.
Residents have the option of becoming members of the country club.

     Stonecrest is an active adult  community  consisting  of 544  single-family
homes and villas,  priced from $70,000 to $130,000,  offering  championship golf
and a social recreational clubhouse with pool, located in Marion County.

Construction
     Oriole is the general  contractor for the construction of its developments.
Company  employees  monitor the  construction  of each project,  participate  in
design and building  decisions,  coordinate the activities of subcontractors and
suppliers, maintain quality and cost controls and monitor compliance with zoning
and building codes.  Subcontractors typically are retained for a specified phase
of  development  pursuant to a contract that obligates  construction  at a fixed
price.  Agreements  with  subcontractors  are generally  subject to  competitive
bidding, with the Company continuously  negotiating prices and other significant
terms with its  subcontractors.  The Company does not have any commitment beyond
one (1) year with any subcontractor.

     At December 31, 1998, the Company  employed  approximately 47 people in the
construction  operation.  Most materials are obtained by subcontractors  and are
readily available from numerous sources at commercially  reasonable  prices. The
Company has not experienced any material delays in construction due to shortages
of materials or labor,  but has  experienced  cost increases due to shortages of
certain types of  experienced  labor.  There has been a significant  increase in
construction  activity in Florida  which has resulted in material  shortages for
some  competitors  and could,  but has not yet affected the Company's  supply of
labor and materials.

<PAGE>


Marketing and Sales

     The Company sells its homes primarily  through  commissioned  employees who
typically work in model sales centers or from offices  located in model homes in
the communities. The Company may also sell through independent brokers. Oriole's
sales and marketing organization consists of approximately 45 employees, many of
whom are licensed real estate agents in Florida.

     The Company  advertises in  newspapers  and  magazines,  by direct mail, on
billboards,  by radio and infomercial.  In fiscal 1998, the Company's  aggregate
advertising cost was about $2.1 million. Oriole maintains model homes in most of
its  communities  and  management  believes that these units play a particularly
important role in the Company's marketing and merchandising efforts.


Competition and Market Influences

     The business of developing and selling  residential  properties and planned
communities is highly  competitive  and  fragmented.  The Company  competes with
numerous  large and  small  builders  on the  basis of a number of  interrelated
factors, including location,  reputation,  amenities, design, quality and price.
Some competing  builders have nationwide  operations and  substantially  greater
financial  resources.  The Company's  products must also compete with resales of
existing homes and available rental housing.  As discussed,  management believes
that the Company's primary competitive strengths have been location, reputation,
price, design, value engineering,  amenities and over 23,500 satisfied customers
who provide Oriole with a continuous source of referrals.

     In general,  the housing  industry is cyclical  and is affected by consumer
confidence levels,  prevailing economic conditions and interest rates. A variety
of factors affect the demand for new homes,  including the availability and cost
of labor and materials, changes in costs associated with home ownership, changes
in consumer  preferences,  demographic  trends and the  availability of mortgage
financing.

     The Company has enjoyed doing business in a geographic area with relatively
positive market demand factors for a number of years including  higher than U.S.
average  population  growth,  employment  growth  and  household  and per capita
income.  In addition,  market  demographics is strongly weighted in favor of the
Company's primary customer base, namely older segments of the population with an
average head of household  age of 54 + years.  There is no  guarantee,  however,
that these positive trends will continue.

<PAGE>



Regulation and Environmental Matters

     In developing a community, the Company must obtain the approval of numerous
government  authorities  that  regulate  such  matters as  permitted  land uses,
density levels, the installation of utilities such as water,  drainage and waste
disposal, and the dedication of acreage for open space, parks, schools and other
community purposes. Several authorities in Florida have imposed impact fees as a
means of  defraying  the costs of  providing  certain  governmental  services to
developing  areas. The amount of these fees has increased  significantly  during
recent years.  Building codes generally require the use of specific construction
materials  which  increases the energy  efficiency of homes.  In addition,  each
county in which the  Company is  building  has  imposed  restrictive  zoning and
density  requirements  in order to limit the number of persons who live and work
within  certain  boundaries.  Counties and cities  within  Florida have also, at
times,  declared  moratoriums  on the  issuance of building  permits and imposed
other  restrictions  in the areas where sewage  treatment  facilities  and other
public facilities do not reach minimum standards.  Certain permits and approvals
will be required to complete the  communities  under  development  and currently
being planned by Oriole.  To date,  restrictive  zoning laws,  impact fees,  and
imposition  of  moratoriums  have  not  had a  material  adverse  effect  on the
Company's  development  activities.  However,  there is no  assurance  that such
restrictions will not adversely affect the Company in the future.

     The  Company  is also  subject  to a variety  of  federal,  state and local
statutes,  ordinances,  rules  and  regulations  concerning  protection  of  the
environment.  Environmental  laws  vary  greatly  depending  on the  community's
location, the site's environmental conditions and the present and former uses of
the site. These environmental laws may result in delays,  causing the Company to
incur substantial  compliance and other costs, and prohibit or severely restrict
development.  Prior to  consummating  the purchase of land, the Company  engages
independent  environmental  engineers  to evaluate  the land for the presence of
hazardous  or  toxic  materials,  wastes,  or  substances.  Oriole  has not been
adversely  affected  to date  by the  presence  or  potential  presence  of such
materials,  but  there  is no  assurance  that  environmental  issues  will  not
adversely affect the Company in the future.

     The Florida Local  Government  Comprehensive  Planning and Land Development
Regulation Act (the "Act") provides that public facilities,  including,  but not
limited to:  sewer,  solid waste,  drainage,  potable  water,  parks,  roads and
recreation  facilities,  shall be available concurrently with the impact of land
development  projects that would use such facilities.  This requirement is known
as the  "concurrency"  requirement  and  counties  and  cities are  required  to
implement concurrency by adopting local comprehensive plans and land development
regulations.   These  plans  and   regulations   establish  the  guidelines  for
concurrency review and the exemptions from the concurrency  requirement.  All of
the Company's projects have been found to satisfy concurrency requirements.
<PAGE>

     The  Company  must  also  comply  with  regulations  by  federal  and state
authorities  relating to the sale and  advertising of  residential  real estate,
including the  preparation of registration  statements or other  disclosure type
documents to be filed with designated  regulatory  agencies.  

Customer Financing and Services

     The Company arranges title insurance for, and provides closing services to,
buyers of the  Company's  homes and other outside  customers.  Oriole also works
with mortgage lenders to provide buyers with conventional financing programs. By
making available a variety of attractive  programs,  the Company is able to more
efficiently  expedite the entire sales  transaction  by assuring that  necessary
mortgage commitments and other necessary  conditions of sales are obtained.  The
State of Florida requires that certain  customer  deposits be held in segregated
bank  accounts.  As of December 31,  1998,  the Company has posted bonds of $1.0
million and had entered  into an escrow  agreement  with a bank and the State of
Florida  which  allows  the  Company  to use  customer  deposits  under  certain
circumstances. 

Rental Arrangements

     The Company  currently  owns 480 rental units in Miramar,  Florida known as
The Pier Club and owns an additional 49 rental units in another development. The
Company  leases these  apartments  through an  independent  management  company,
typically  for one  year.  In  addition,  in  connection  with  certain  housing
developments, the Company leases recreation facilities. 

Joint Ventures

     Oriole is a participant in a joint venture to construct and sell homes with
another builder of residential housing in southeastern  Florida.  The project is
for 1,000 units and is known as Regency Lakes.  Oriole  invested $5.1 million in
1994 and has received annual  preferred  guaranteed  returns ranging from 10% to
15% on this  investment.  There were no advances  to the joint  venture in 1998.
Since the inception of the venture,  Oriole has  purchased  from the venture 145
sites for an aggregate purchase price of approximately $3.3 million.  The prices
paid by the Company for such sites were  equivalent to the prices  obtainable by
non-affiliated parties in arms' length transactions.

<PAGE>



Employees

     The  Company  employs  approximately  144  persons,  6 of whom  are  senior
executives and 28 of whom are management personnel. The Company has had no major
work  stoppages as a result of labor  disputes and believes that  relations with
its  employees  and  its  subcontractors  are  good.  These  are  no  collective
bargaining agreements with employees.

<PAGE>




    ITEM 2          PROPERTIES

     The  Company  leases  19,700  square  feet of space in a  two-story  office
building in Delray Beach as its  principal  business  office.  The lease expires
December 31, 2002 and can be renewed, at the Company's option, for an additional
five year period.

ITEM 3         LEGAL PROCEEDINGS

     The Company is a party to various  lawsuits,  all of which are of a routine
nature and are incidental to the Company's  present business  activities.  These
proceedings  are  not  material,   nor  would  the  adverse  resolution  thereof
materially affect the business or properties of the Company.

ITEM 4         SUBMISSION OF MATTERS TO A VOTE BY SECURITY HOLDERS

     No matters were submitted to security  holders during the 4th quarter.  The
Annual Meeting of  Shareholders of the Registrant has been scheduled for May 12,
1999.  The  Company  will  file  its  definitive  proxy  materials  pursuant  to
Regulation 14A prior to April 21, 1999.

<PAGE>



                                     PART II
                                     -------

ITEM 5         MARKET FOR REGISTRANT'S COMMON EQUITY

     The Company has two classes of common stock, Class A Common Stock and Class
B Common Stock,  which, at December 31, 1998, were held by approximately 249 and
206 shareholders of record, respectively.  Both the Class A Common Stock and the
Class B Common Stock are traded on the American Stock Exchange under the symbols
OHC.A and OHC.B. The following sets forth the range of high and low sale prices:
                     Class A                 Class B
                     -------                 -------

Quarter 1998   High         Low          High         Low
------------   ----         ---          ----         ---

First          5.25         4.38         5.00         4.00

Second         5.25         4.63         5.19         4.63

Third          5.00         3.94         4.88         3.63

Fourth         3.75         2.25         3.75         2.13


                     Class A                 Class B
                     -------                 -------

Quarter 1997   High         Low          High         Low
------------   ----         ---          ----         ---

First          9.00       7.25       8.75       7.13

Second         9.25       7.00       9.25       7.00

Third          8.25       6.25       8.25       6.25

Fourth         6.38       4.13       6.63       4.13

On March 22, 1999,  the last  reported  sales prices of the Class A Common Stock
and Class B Common  Stock were $2.44 and $1.94 per share,  respectively.  On the
same date, there were 247 shareholders of record of Class A Common Stock and 205
shareholders of record of Class B Common Stock.

<PAGE>



The  Company  currently  intends to retain its future  earnings  to finance  the
development of its business.  In addition,  the Company is currently  restricted
from the payment of cash  dividends  on its Common  Stock under the terms of the
Senior  Notes.  Accordingly,  the Company  does not  anticipate  paying any cash
dividends  on its Common  Stock in the  foreseeable  future.  The payment of any
future  dividends will be at the discretion of the Company's  Board of Directors
and will depend upon, among other things,  future  earnings,  the success of the
Company's  development   activities,   capital  requirements,   restrictions  in
financing  arrangements,  the  general  financial  condition  of the Company and
general business conditions.

ITEM 6         SELECTED FINANCIAL DATA

     The following table sets forth selected  financial data for the Company and
its  consolidated  subsidiaries  and  should  be read in  conjunction  with  the
financial  statements  included  elsewhere in this Form 10-K. The data set forth
below as of and for the years ended December 31, 1998, 1997, 1996, 1995 and 1994
have been derived from the Company's audited consolidated financial statements.
<TABLE>
<CAPTION>


In Thousands (except per share data)
                                                  1998        1997         1996        1995         1994
                                                  ----        ----         ----        ----         ----
<S>                                             <C>        <C>          <C>          <C>         <C>    
Revenues                                        91,065     116,190      111,619      82,236      119,977
Net Income (loss)                                   82     (20,850)          85     (11,762)       4,137
Shareholders' Equity                            46,979      46,897       67,747      67,661       79,423
Average Shareholders' Return on Equity             .17%     (44.46%)        .13%     (14.80%)       5.21%
Total Assets                                   135,226     145,060      175,546     179,478      184,010
Net Income (loss) per Share (Class A and B)        .02       (4.51)         .02      (2,354)         .89
Dividends- Class A                                --          --           --          --            .35
Dividends- Class B                                --          --           --          --            .40
Average Shares Outstanding                       4,626       4,626        4,626       4,626        4,626
</TABLE>



<PAGE>


ITEM 7         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS
Overview

     Revenues.  The following table sets forth for the periods indicated certain
components of the revenues expressed as a percentage of total revenues.

                          Percentage of Total Revenues
                            Years Ended December 31,

                                         1998      1997       1996
Sales of homes                           90.9%     91.9%      90.2%
Sales of land                          --            .1        1.5
Other operating revenues                  4.2       2.9        3.2
Interest, rentals and other income
                                          3.5       2.8        3.0
Gain on sales of property and
land held for investment, net             1.4       2.3        2.1
Selling, general and
administrative expenses                  16.6      15.4       15.2
Net income (loss)                          .1     (17.9)        .1

     Backlog.  The following table sets forth the Company's  backlog at December
31, 1998, 1997 and 1996.  

     Backlog  generally  represents units under a standard  contract for which a
full deposit has been received and any statutory  rescission  right has expired.
The Company  generally fills backlog within twelve months and estimates that the
period between receipt of a sales contract and delivery of the completed home to
be eight months. Backlog historically tends to increase between January and May.
Trends in the  Company's  backlog  are  subject to change  from period to period
corresponding  to changes  in certain  economic  conditions  including  consumer
confidence levels and the availability of financing.

December 31,        Number         Aggregate
                      of             Value
                    Units     (Dollars in Thousands)

1998                 212                33.6
1997                 243                40.4
1996                 266                44.8


<PAGE>


Results of Operations

Year Ended December 31, 1998 Compared to Year Ended December 31, 1997

     Revenues from home sales  decreased $24.1 million (22.5%) during the fiscal
year 1998 as compared to 1997 primarily as a result of a reduction in the number
of homes delivered.  Oriole delivered 522 homes in 1998 compared to 676 in 1997,
with a slight  increase in the average selling price of deliveries from $158,000
to $158,500.  The number of new contracts  signed and the aggregate dollar value
of those new  contracts  decreased to 491 and $75.9 million in 1998 from 653 and
$102.4 million,  respectively, in 1997. The average selling price of homes under
new contracts in 1998 was approximately the same as in 1997.

     The  reduction  in  the  level  of  activity  was  the  result  of a lag in
deliveries due to an operational  strategies to introduce new redesigned product
and to balance sales deliveries with construction cycle time.

     Other operating  revenues and interest,  rentals and other income increased
to $7.0  million  in 1998 as  compared  to $6.7  million in 1997 due to sales of
recreation  facility  leases and a lower  vacancy rate in the  Company's  rental
property.

     Cost of home sales  decreased by 24.8% to $71.4  million from $95.0 million
in 1997 as a  result  of a  decrease  in the  number  of homes  delivered.  As a
percentage of home sales, cost of sales decreased to 86.3% in 1998 from 88.0% in
1997 due to the  positive  impact of the prior  year  1997  inventory  valuation
adjustment and the execution of a strategy to better match construction delivery
schedules with sales pace.

     Selling, general and administrative expenses, exclusive of the $0.2 million
amortization  associated  with the  purchase of $11.0  million of the  Company's
Senior  Notes,  decreased  by $3.0  million,  or 15.6% to $15.1  million in 1998
compared  to 1997.  This  improvement  was the result of the  implementation  of
strategic initiatives designed to enhance operating efficiencies, which included
a workforce reduction program, a centralized purchasing initiative, the redesign
of the sales incentive compensation program and functional outsourcing.

     During the year ended  December  31,  1997,  the  Company had a net loss of
$20.8 million ($4.51 per share) primarily  because of the write-down in value of
certain land inventory and write-down of the cost of a rental apartment  project
to estimated fair market value less cost to sell. These write-downs  resulted in
non-cash, pre-tax charges of $17.1 million and $4.5 million,  respectively.  The
net loss for 1997  calculated  without  giving  effect to these  write-offs  and
before  related  1997 income tax  benefits  was $1.4  million  ($0.31 per share)
compared to a net income of $0.1 million ($0.02 per share) in 1998.

<PAGE>

Results of Operations

     Year Ended December 31, 1997 Compared to Year Ended December 31, 1996

     Revenues from home sales  increased  $6.1 million  (6.1%) during the fiscal
year 1997 as compared to 1996 primarily as a result of an increase in the number
of homes delivered.  Oriole delivered 676 homes in 1997 compared to 597 in 1996,
with a decrease of 6.2% in the average  selling  price of homes  delivered  from
$168,600  to  $158,000.  The number of new  contracts  signed and the  aggregate
dollar value of those new contracts  decreased in 1997 to 653 and $102.4 million
from 670 and $110.1 million, respectively, in 1996. The average selling price of
homes under new contracts in 1997 was about  $157,000 as compared to $164,000 in
1996.

     Other operating  revenues and interest,  rentals and other income decreased
to $6.7 million in 1997 from $7.0 million in 1996 primarily due to a decrease in
revenue derived by the Company from its joint venture investments.

     Cost of home sales increased by 8.4% to $95.0 million from $87.6 million in
1996  as a  result  of an  increase  in the  number  of  homes  delivered.  As a
percentage of home sales, cost of sales increased in 1997 to 88.9% from 87.1% in
1996 due to  higher  construction  costs and the  impact  of  higher  previously
capitalized interest.

     Selling,  general and administrative expenses increased to $17.9 million in
1997 from $17.0  million  in 1996,  corresponding  to the  general  increase  in
revenues.  Interest cost incurred in 1997  decreased to $9.9 million as compared
to $11.0  million  in 1996 as a result of a  reduction  in  average  outstanding
borrowings under the line of credit.

     During the year ended  December  31,  1997,  the  Company had a net loss of
$20.8 million ($4.51 per share) primarily  because of the write-down in value of
certain  land  inventory  and a  write-down  of the cost of a  rental  apartment
project to  estimated  fair market  value less cost to sell.  These  write-downs
resulted  in  non-cash,  pre-tax  charges  of $17.1  million  and $4.5  million,
respectively.  The net loss for 1997  calculated  without giving effect to these
write-offs  and before  related 1997 income tax benefits was $1.4 million ($0.31
per share)  compared  to net  income of $0.1  million  ($0.02) in 1996,  without
giving  effect  to a  write-down  in  value  of  certain  land  inventory.  This
write-down resulted in a non-cash pre-tax charge of $1.7 million in 1996.

<PAGE>


     Financial  Position.  The following table sets forth selected balance sheet
items of the

Company at December 31, 1998 and 1997.


                            Years Ended December 31,
                             (Dollars in Thousands)

                                 1998      1997
Cash                             $ 10.6    $ 19.8
Inventories                        97.1      93.4
Senior Notes, at face value        56.3      67.3
Other Liabilities                  31.9      30.9


Liquidity and Capital Resources

     The Company's cash  requirements  vary from period to period depending upon
changes  in  inventory,   land   acquisition   and   development   requirements,
construction  in progress and, to a lesser  extent,  the  Company's  current net
income. The Company obtains funds for its cash requirements from operations, the
sale of investment property and borrowings. In connection with land acquisitions
and development,  the Company may borrow money secured by land and improvements.
In addition,  the Company has a revolving  line of credit in the amount of $10.0
million  (the   "Revolving   Line  of  Credit")   available   for  general  cash
requirements.  As of December  31,  1998,  the Company had  approximately  $10.6
million in cash and cash equivalents and  substantially the entire amount of the
Revolving  Line of  Credit  was  available.  The  Company  believes  that  these
resources are sufficient to provide for its cash requirements during 1999.

     In 1998, the Company purchased land for development  purposes and developed
land  for  purchase   prices   totaling   approximately   $9.5  million,   using
approximately  $5.7  million  in cash and  approximately  $3.8  million  in bank
financing  secured by a mortgage on certain  real  property.  In  addition,  the
Company used available cash to repurchase $11.0 million of the Company's 12 1/2%
Senior Notes due January 15, 2003 (the "Senior Notes").

     As of December 31, 1998,  Senior Notes having a face value of $56.3 million
were   outstanding.   Under  the  terms  of  the  Senior  Notes  indenture  (the
"Indenture"), the Company may redeem the Senior Notes at 105% of their principal
amount on or after January 15, 1998 and  thereafter at prices  declining to 100%
of their  principal  amount on January 15,  2001.  The  Indenture  requires  the
Company to make sinking fund  payments of $17.5  million on January 15, 2001 and
2002.  In addition,  the  Indenture  restricts the amount and type of additional
indebtedness  that the  Company  may incur and  restricts  the  purchase  by the
Company of its common stock and the payment of cash dividends  until the Company
has achieved  cumulative net income in excess of $62.1  million.  As of December
31, 1998,  the Company was not  permitted  to purchase  common stock or pay cash
dividends.

     In October  1998,  the  Company's  lender  agreed to extend the term of the
Revolving Line of Credit to June 30, 2000.  Borrowings  under the Revolving Line
of Credit are secured by a mortgage  on certain  real  property of the  Company.
Under the terms of the  Revolving  Line of  Credit,  the  Company  is subject to
customary covenants and restrictions, including those relating to maintenance of
consolidated  tangible net worth and the issuance of certain types of additional
debt.  Oriole believes that it will be able to further extend the Revolving Line
of Credit beyond its scheduled  expiration  date or obtain a replacement  credit
facility if  necessary,  but there can be no  assurance  that it will be able to
extend its existing facility or obtain a replacement credit facility.
<PAGE>

     Oriole has an outstanding  principal balance of $12.2 million on a purchase
money mortgage bearing interest at 7.15% per annum,  collateralized  by land and
buildings.  Of this  balance,  $0.2 million is due in 1999 and $12.0  million is
payable  by  2003.  

     In addition, Oriole has a mortgage with an outstanding principal balance of
$3.8  million.  The  interest  rate on the loan is  adjusted  monthly to a Libor
market rate index plus .275% or the bank's prime rate, at the Company's  option.

     As of December 31, 1998,  the Company had no firm  commitments  for capital
expenditures.

Forward Looking Statements

     Certain statements made in this document, including certain statements made
in Management's  Discussion and Analysis,  contain "forward looking  statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the  Securities  Exchange Act of 1934, as amended,  regarding the
expectations of management with respect to revenues, profitability,  marketplace
conditions,   adequacy  of  funds  from  operations  and  regulatory  conditions
applicable to the Company, among other things.

     Management  cautions  that these  statements  are  qualified by their terms
and/or important factors,  many of which are outside the control of the Company,
that  could  cause  actual  results  and  events to differ  materially  from the
statements made herein, including, but not limited to the following:  changes in
consumer  preferences,  increases  in  interest  rates,  a  reduction  in  labor
availability,  increases  in the cost of labor  and  materials,  changes  in the
regulatory  environment   particularly  as  relates  to  zoning  and  land  use,
competitive pricing pressures, the general state of the economy, both nationally
and in the Company's market,  unseasonable weather trends, and the effect on the
Company, its subcontractors and suppliers, disruptions caused by deficiencies in
the ability of computer hardware and software to process  information with dates
or date ranges spanning the year 2000 and beyond. 

<PAGE>

Inflation

     The  Company,  as well as the home  building  industry in  general,  may be
adversely affected during periods of high inflation, primarily because of higher
land and  construction  costs. In addition,  higher mortgage  interest rates may
affect the  affordability  and availability of permanent  mortgage  financing to
prospective purchasers.

     Inflation  also  increases  the cost of labor and  materials.  The  Company
attempts to pass through to its  customers  any  increases in its costs  through
increased  selling  prices.  During  the  last  three  years,  the  Company  has
experienced a reduction in gross margins on the sale of homes due in part to the
inability to pass on increased  construction  costs.  There is no assurance that
inflation will not have an adverse impact on the future results of operations of
the Company. 

Interest Rates

     Overall  housing  demand is  adversely  affected by  increases  in interest
costs. If mortgage  interest rates increase  significantly,  this may negatively
impact the ability of a homebuyer to secure adequate  financing.  Although about
54% of the  Company's  current  sales are for cash,  there is no guarantee  that
future sales will be made on such terms in comparable  amounts.  As such, higher
interest rates may adversely affect the Company's revenues, gross margins and/or
net income. 

New Pronouncements

     The Financial  Accounting  Standards Board has recently issued Statement of
Financial Standards No. 130 ("SFAS 130"), "Reporting  Comprehensive Income", and
131 ("SFAS  131"),  "Disclosures  about  Segments of an  Enterprise  and Related
Information".  SFAS 130 prescribes standards for reporting  comprehensive income
and its components.  SFAS 131 establishes guidance as to the required disclosure
for reporting segment  information.  The  implementation of SFAS 130 and 131 did
not have a material  effect on the  Company's  financial  position or results of
operations.  

Year  2000 

     The Company has assessed, and formulated a plan to resolve, its information
technology  ("IT") and non-IT  system year 2000 issues.  The Company  intends to
replace its software  systems and applications in the second quarter of 1999 for
reasons unrelated to year 2000 compliance. The Company has been advised that the
new replacement  systems and  applications  will cause its IT system to be fully
year 2000 compliant.  The Company  expects to test its systems and  applications
for year 2000 compliance in conjunction  with its testing of its new or upgraded
software systems and applications. The Company does not consider any other IT or
any non-IT  system of the Company to be critical  to Company  operations  and if
non-capable for year 2000, the only effect would be inconvenience. There will be
no  incremental  cost for acquiring a software and  applications  system that is
year 2000  compliant  and the Company  does not  anticipate  that testing or any
other measure  relating to  implementing  its plan for year 2000 compliance will
result in costs  that  would  have a  material  impact on future  earnings.  The
Company has and is consulting with its  subcontractors  and suppliers  regarding
their year 2000 readiness.  In any event, the Company believes that it would not
be difficult to find alternative  subcontractors and suppliers in the event that
one or  more  of its  existing  subcontractors  and  suppliers  were  unable  to
satisfactorily  perform as the result of failure to be year 2000 compliant.  The
Company does not  anticipate the need to develop any  contingency  plans to cope
with a "worse case scenario".

<PAGE>




ITEM 8    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
          INDEX TO FINANCIAL STATEMENTS AND SCHEDULES



                                                                        Page


Consolidated Balance Sheets as of
December 31, 1998 and 1997 ...........................................   25

Consolidated Statements of Operations for the Years Ended
December 31, 1998, 1997 and 1996 .....................................   27

Consolidated Statements of Shareholders' Equity for the Years Ended
December 31, 1998, 1997 and 1996 .....................................   28

Consolidated Statements of Cash Flows for the Years Ended
December 31, 1998, 1997 and 1996 .....................................   29

Notes to Consolidated Financial Statements ...........................   30

Management's Responsibility for Financial Statements .................   46

Report of Independent Accountants ....................................   47

<PAGE>


                       Oriole Homes Corp. and Subsidiaries

                           CONSOLIDATED BALANCE SHEETS

                                  December 31,


                                     ASSETS

                                                        1998           1997
                                                        ----           ----

Cash and cash equivalents                       $ 10,557,772   $ 19,830,523

Receivables
  Mortgage notes                                     953,284        267,323
  Income Taxes                                          --          765,437
                                                ------------   ------------


                                                                    Income Taxes
                                                     953,284      1,032,760
                                                ------------   ------------
Inventories
  Land                                            59,059,535     58,120,681
  Homes completed or under
    construction                                  42,763,798     42,007,641
  Model homes                                      4,360,514      4,871,304
                                                ------------   ------------
                                                 106,183,847    104,999,626
  Less estimated costs of completion included
    in inventories                                 9,080,857     11,597,567
                                                ------------   ------------
                                                  97,102,990     93,402,059
                                                ------------   ------------

Property and equipment, at cost
  Land                                               517,554        654,937
  Buildings                                        3,505,343      4,338,159
  Furniture, fixtures and equipment                3,445,563      3,339,241
                                                ------------   ------------
                                                   7,468,460      8,332,337
Less accumulated depreciation                      4,070,613      4,055,564
                                                ------------   ------------
                                                   3,397,847      4,276,773
                                                ------------   ------------

Property and equipment held for sale, at cost     11,956,165     12,264,126
                                                ------------   ------------

Investments in and advances to joint ventures      3,288,596      4,495,000
                                                ------------   ------------

Land held for investment, at cost                  2,127,009      2,354,398
                                                ------------   ------------

Other
  Prepaid expenses                                 1,719,517      2,275,569
  Unamortized debt issuance costs                  1,111,696      1,552,227
  Other assets                                     3,011,589      3,576,695
                                                ------------   ------------
                                                   5,842,802      7,404,491
                                                ------------   ------------

          Total assets                          $135,226,465   $145,060,130
                                                ============   ============

The accompanying notes are an integral part of these statements.

<PAGE>



                       Oriole Homes Corp. and Subsidiaries

                     CONSOLIDATED BALANCE SHEETS - CONTINUED

                                  December 31,


                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                                        1998           1997
                                                        ----           ----
Liabilities
  Line of credit                                $     10,000   $     10,000
  Mortgage notes payable                          15,970,385     12,438,445
  Accounts payable and accrued liabilities        11,664,858     13,141,491
  Customer deposits                                5,095,182      6,389,145
  Senior notes                                    55,507,312     66,184,074
                                                ------------   ------------

          Total liabilities                       88,247,737     98,163,155
                                                ------------   ------------





Shareholders' equity

  Class A common stock, $.10 par value
     Authorized - 10,000,000 shares
       issued and outstanding - 1,864,149
       in 1998 and in 1997                           186,415        186,415

  Class B common stock, $.10 par value
     Authorized - 10,000,000 shares
       issued and outstanding - 2,761,375
       in 1998 and in 1997                           276,138        276,138



  Additional paid-in capital                      19,267,327     19,267,327

  Retained earnings                               27,248,848     27,167,095
                                                ------------   ------------

          Total shareholders' equity              46,978,728     46,896,975
                                                ------------   ------------

          Total liabilities and shareholders'
           equity                               $135,226,465   $145,060,130
                                                ============   ============


The accompanying notes are an integral part of these statements.

<PAGE>


                       Oriole Homes Corp. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                            Years Ended December 31,

<TABLE>
<CAPTION>

                                                         1998             1997             1996
<S>                                              <C>              <C>             <C>          
Revenues
 Sales of
 homes                                           $ 82,736,768     $106,787,938    $ 100,661,096
 Sales of land                                          8,500           56,500        1,649,356
 Other operating revenues                           3,873,699        3,426,228        3,580,708
 Gain on sales of property and land held for
   investment, net                                  1,225,190        2,633,761        2,355,119
 Interest, rentals and other income                 3,221,183        3,286,038        3,373,016
                                                 ------------     ------------    -------------
                                                   91,065,340      116,190,495      111,619,295
                                                 ------------     ------------    -------------

Costs and expenses
 Cost of homes                                     71,420,904       94,981,000       87,645,345
 Inventory valuation adjustment                          --         17,050,000        1,723,130
 Fixed asset valuation adjustment                        --          4,525,000             --
 Cost of land sold                                      2,097           14,638        1,714,696
 Costs relating to other operating revenues         3,289,012        3,983,745        3,358,062
 Selling, general and administrative expenses      15,095,165       17,878,373       16,971,142
 Interest costs incurred                            8,764,448        9,910,964       11,010,976
 Interest capitalized (deduct)                     (7,588,039)      (9,150,552)     (10,336,279)
                                                 ------------     ------------    -------------
                                                   90,983,587      139,193,168      112,087,072
                                                 ------------     ------------    -------------

Income (loss) before benefit from income
  taxes                                                81,753      (23,002,673)        (467,777)

Benefit from income taxes                                --         (2,152,910)        (553,066)
                                                 ------------     ------------    -------------

        Net income (loss)                       $      81,753    $ (20,849,763)   $      85,289
                                                =============    =============    =============

Net income (loss) per Class A and Class B
  common share available for common
  stockholders - Basic                          $         .02    $       (4.51)   $         .02
                                                =============    =============    =============

Weighted average number of common stock
  outstanding - Basic                               4,625,524        4,625,524        4,625,524
                                                    =========        =========        =========

Net income (loss) per Class A and Class B
  common share available for common
  stockholders - Diluted                        $         .02    $       (4.51)   $         .02
                                                =============    =============    =============

Weighted average number of common stock
  outstanding - Diluted                             4,625,549        4,625,524        4,714,224
                                                    =========        =========        =========
</TABLE>

The accompanying notes are an integral part of these statements.

<PAGE>


                       Oriole Homes Corp. and Subsidiaries

                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

                  Years Ended December 31, 1998, 1997 and 1996

<TABLE>
<CAPTION>


                                         Common Stock             Additional
                                  Class A          Class B         Paid-in     Retained
                                   Shares          Amount           Shares      Amount           Capital        Earnings
                                   ------          ------           ------      ------           -------        --------
<S>                               <C>          <C>                <C>         <C>            <C>            <C>         
Balance at January 1, 1996        1,891,249    $    189,125       2,734,275   $    273,428   $ 19,267,327   $ 47,931,569

Net income for 1996                    --              --              --             --             --           85,289

Stock conversion                    (16,300)         (1,630)         16,300          1,630           --             --

Balance at December 31, 1996      1,874,949         187,495       2,750,575        275,058     19,267,327     48,016,858

Net loss for 1997                      --              --              --             --             --      (20,849,763)

Stock conversion                    (10,800)         (1,080)         10,800          1,080           --             --
                                  ---------    ------------       ---------   ------------   ------------   ------------

Balance at December 31, 1997      1,864,149         186,415       2,761,375        276,138     19,267,327     27,167,095

Net income for 1998                    --              --              --             --             --           81,753

Stock conversion                       --              --              --             --             --             --

Balance at December 31, 1998      1,864,149    $    186,415       2,761,375   $    276,138   $ 19,267,327   $ 27,248,848
                                  =========    ============       =========   ============   ============   ============

</TABLE>



















The accompanying notes are an integral part of this statement.

<PAGE>


                       Oriole Homes Corp. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                            Years Ended December 31,
<TABLE>
<CAPTION>

                                                                                           1998            1997            1996

<S>                                                                                <C>             <C>             <C>         
Cash flows from operating activities

  Net income (loss)                                                                $     81,753    $(20,849,763)   $     85,289
  Adjustments to reconcile net income (loss) to net cash
    (used in) provided by operating activities
     Depreciation                                                                     1,320,976       1,377,780       1,356,947
     Amortization                                                                       785,769         503,648         559,382
     Deferred income taxes                                                                 --        (1,387,473)      1,845,848
     Gain on sales of  property and land held
       for investment, net                                                           (1,225,190)     (2,633,761)     (2,355,119)
     Inventory valuation adjustment                                                        --        17,050,000       1,723,130
     Fixed asset valuation adjustment                                                      --         4,525,000            --
  (Increase) decrease in operating assets

     Receivables                                                                       (685,961)          9,882         118,057
     Income taxes receivable                                                            765,437       1,633,477        (738,068)
     Inventories                                                                     (3,651,987)     15,654,771      (4,408,864)
     Other assets                                                                     1,121,158        (708,715)      2,369,615
  Increase (decrease) in operating liabilities

     Accounts payable and accrued liabilities                                        (1,476,633)     (4,189,180)      1,608,735
                                                                                   ------------    ------------    ------------
     Customer deposits                                                               (1,293,963)     (1,194,426)      1,511,525
                                                                                   ------------    ------------    ------------
          Total adjustments                                                          (4,340,394)     30,641,003       3,591,188
                                                                                   ------------    ------------    ------------
     Net cash (used in) provided by operating activities                             (4,258,641)      9,791,240       3,676,477
                                                                                   ------------    ------------    ------------

Cash flows from investing activities

  Return of (investments in) joint ventures                                           1,206,404       2,036,000        (906,000)
  Land held for investment                                                                 --            (7,626)        (13,530)
  Capital expenditures                                                               (1,084,857)       (398,051)     (1,667,524)
  Proceeds from sales of property and equipment                                       2,354,403       9,110,140       6,840,646
                                                                                   ------------    ------------    ------------
     Net cash provided by investing activities                                        2,475,950      10,740,463       4,253,592
                                                                                   ------------    ------------    ------------

Cash flows from financing activities

  Proceeds from mortgage notes                                                        3,750,000            --              --
  Payment of mortgage notes                                                            (218,060)       (203,056)     (2,400,072)
  Borrowings under line of credit agreement                                                --        15,100,000      33,500,000
  Repayments under line of credit agreement                                                --       (17,790,000)    (39,300,000)
  Repurchase of senior notes                                                        (11,022,000)       (150,000)       (500,000)
  Issuance costs                                                                           --           (67,500)        (96,236)
     Net cash (used in) financing activities                                         (7,490,060)     (3,110,556)     (8,796,308)
                                                                                   ------------    ------------    ------------

Net (decrease) increase in cash and cash equivalents                                 (9,272,751)     17,421,147        (866,239)

Cash and cash equivalents at beginning of year                                       19,830,523       2,409,376       3,275,615
                                                                                   ------------    ------------    ------------

Cash and cash equivalents at end of year                                           $ 10,557,772    $ 19,830,523    $  2,409,376
                                                                                   ============    ============    ============

Supplemental disclosures of cash flow information Cash paid during the year for:
  Interest (net of amount capitalized)                                             $  1,620,812    $    590,868    $    528,720
  Income taxes                                                                     $      2,627    $       --      $        619

Supplemental disclosure of non-cash financing activities:
  Refinancing of mortgage notes payable                                            $       --      $       --      $ 12,800,000

</TABLE>

The accompanying notes are an integral part of these statements.


<PAGE>


                       Oriole Homes Corp. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION

Basis of Presentation and Business
----------------------------------

     The accompanying  Consolidated Financial Statements include the accounts of
Oriole  Homes  Corp.  and  all   wholly-owned   subsidiaries   (the  "Company").
Significant intercompany accounts and transactions, if any, have been eliminated
in consolidation.

     The Company, a Florida  corporation,  is engaged principally in the design,
construction, marketing and sale of single family homes, patio homes, townhomes,
villas,  duplexes  and low and  mid-rise  condominiums  in Palm Beach,  Broward,
Martin, Lee and Marion counties in Florida.

Revenue Recognition
-------------------

     The Company  records  sales of real  estate in  accordance  with  generally
accepted  accounting  principles  governing  profit  recognition for real estate
transactions.

Inventories
-----------

     Inventories  are carried at land cost,  plus  accumulated  development  and
construction costs (including  capitalized interest and real estate taxes). Home
inventories which are completed and being held for sale aggregate  approximately
$23,000,000 in 1998 and $14,861,000 in 1997. The  accumulated  costs of land and
homes is not in excess of estimated fair value less cost to sell. Estimated fair
value less cost to sell is based upon sales and backlog in the normal  course of
business  less  estimated  cost to  complete  and dispose of the  property.  The
Company's  management,  on a continuous basis,  reviews  individual  projects in
inventory for potential adjustments in net realizable value.

     The  Company  capitalizes  certain  interest  costs  incurred on land under
development and homes under construction.  Such capitalized interest is included
in cost of home sales when the units are delivered.


Property and Equipment
----------------------

     Property  and  equipment  are  stated at cost.  The  Company  provides  for
depreciation  of property  and  equipment by the  straight-line  method over the
following estimated useful lives of the various classes of depreciable assets:

             Buildings                         25 to 27 years
             Furniture, fixtures and equipment   5 to 7 years



<PAGE>



NOTE A -
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION - Continued


Senior Note Issuance Costs and Unamortized Discount
---------------------------------------------------

     Costs  incurred in connection  with the Senior Notes have been deferred and
are being amortized by using the interest method over the term of the debt.

Cash Equivalents
----------------

     Cash  equivalents  consist of highly liquid  investments with maturities of
one month or less when purchased.

Net Income (Loss) Per Share
---------------------------

     Net income  (loss) per common  share is  computed  by  dividing  net income
(loss) by the weighted  average number of shares  outstanding  during each year:
4,625,524 in each year.  The  computation of diluted net income (loss) per share
includes all dilutive  common stock  equivalents in the weighted  average shares
outstanding during each year: 4,625,549, 4,625,524 and 4,714,224 shares in 1998,
1997 and 1996, respectively.

Advertising
-----------

     The Company expenses advertising costs as incurred. Advertising expense for
the years ended December 31, 1998, 1997 and 1996 was $2,079,033,  $1,868,236 and
$2,112,364, respectively.

Estimates
---------

     In preparing  financial  statements in conformity  with generally  accepted
accounting  principles,  management  makes estimates and assumptions that affect
the reported  amounts and  disclosures of assets and  liabilities at the date of
the  financial  statements,  as well as the  reported  amounts of  revenues  and
expenses  during the reporting  period.  Actual  results could differ from these
estimates.

Income Taxes
------------

     The  Company  accounts  for  income  taxes  under  Statement  of  Financial
Accounting  Standards No. 109,  "Accounting for Income Taxes" ("SFAS 109"). This
statement  requires an asset and liability approach to account for income taxes.
The Company provides  deferred income taxes for temporary  differences that will
result in taxable or  deductible  amounts in future years based on the reporting
of certain  costs in different  periods for  financial  statement and income tax
purposes.

New Accounting Pronouncements
-----------------------------

     The Financial  Accounting  Standards Board has recently issued Statement of
Financial  Accounting Standards No. 130 ("SFAS 130"),  "Reporting  Comprehensive
Income," and 131 ("SFAS 131"),  "Disclosures about Segments of an Enterprise and
Related Information." SFAS 130 prescribes standards for reporting  comprehensive
income and its  components.  SFAS 131  establishes  guidance as to the  required
disclosure for reporting segment information. The implementation of SFAS 130 and
131 did not have a  material  effect  on the  Company's  financial  position  or
results of operations.



<PAGE>



NOTE A -
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION - Continued

Reclassifications
-----------------

     Certain   reclassifications   have  been  made  to   conform  to  the  1998
presentation.

NOTE B - MORTGAGE NOTES

     First and second  mortgage notes  receivable bear interest at rates ranging
     from 7.75% to 10.0%.  The Company's  receivables  are  primarily  mortgages
     which are  collateralized by real estate.  Minimum payments required on the
     first and second mortgage notes subsequent to December 31, 1998 are: 1999 -
     $952,710 and 2000 - $574.

  NOTE C - INVENTORIES

     Information related to the interest component  capitalized in the Company's
     inventories is as follows:


                                       Years Ended December 31,




<TABLE>
<CAPTION>

                                                         1998            1997            1996
                                                         ----            ----            ----

Interest capitalized in inventories, beginning
<S>                                              <C>             <C>             <C>         
of period ....................................   $ 12,626,682    $ 21,241,460    $ 18,862,962

Interest capitalized .........................      7,588,039       9,150,552      10,336,279

Interest expensed to cost of sales ...........     (5,993,230)    (17,765,330)     (7,956,781)

Interest capitalized in inventories, end of
period .......................................   $ 14,221,491    $ 12,626,682    $ 21,241,460
                                                 ============    ============    ============
</TABLE>

     Included  in  interest  expensed  to cost of sales  during  the year  ended
     December 31, 1997 is an impairment  loss of  $11,344,379  to reduce certain
     projects under development to fair value.

NOTE D   INVENTORY AND FIXED ASSET VALUATION ADJUSTMENTS

  The Company follows Statement of Financial  Accounting  Standards ("SFAS") No.
  121  which  requires  that  long-lived  assets  held and used by an  entity be
  reviewed for impairment  whenever events or changes indicate that the net book
  value of the asset may not be recoverable. An impairment loss is recognized if
  the sum of the  undiscounted  expected  future  cash flows from the use of the
  assets is less than the net book value of the asset. The Company  periodically
  reviews the  carrying  value of its assets and, if such  reviews  indicate the
  potential  for lack of  recovery  of the net book  value,  adjusts  the assets
  accordingly.

  In this regard, the Company recorded in the first and second quarters of 1997,
  non-cash inventory and fixed asset valuation  adjustments totaling $17,050,000
  and $4,525,000,  respectively ($11,253,000 and $2,986,500, net of tax benefit,
  or $2.43 and $.65 per common share,  respectively).  These adjustments reduced
  certain  inventory to estimated  fair value less cost to sell.  The  inventory
  adjustment  pertained to land inventory for approximately 2,200 unsold housing
  units located in five  developments.  The fixed asset adjustment  pertained to
  rental  property  which  management  had decided to sell,  and,  as such,  the
  Company had reduced the rental  property's  carrying  amount to its fair value
  less cost to sell.




<PAGE>



NOTE D - INVENTORY AND FIXED ASSET VALUATION ADJUSTMENTS-Continued

  The Company  recorded,  in the fourth  quarter of 1996,  a non-cash  inventory
  valuation  adjustment of $1,723,130  ($1,137,266,  net of tax benefit, or $.25
  per common share)  related to the  write-down in the book value of a parcel of
  land located in southern  Broward County that was then under contract for sale
  and closed in 1997.

  NOTE E - LIFE INSURANCE

     The  Company  has  purchased  life  insurance  on the  lives  of two of its
  officers and their spouses who own  significant  shares of common stock of the
  Company. An irrevocably designated trustee of the officers is the beneficiary.
  Upon the death of the officers or  termination  of the  policies,  the Company
  shall receive an amount equal to the aggregated  premiums paid less any policy
  loans and unpaid  interest or cash  withdrawals  received by the Company.  The
  accumulated  premiums  paid by the Company on the above  policies  through the
  years  ended   December  31,  1998  and  1997  were   $893,786  and  $893,786,
  respectively, and are classified as other assets.

  In connection  with the policies,  the Company has an option with the officers
  to  acquire  all or any part of the  Class A or  Class B  common  stock of the
  Company owned by such  individuals  at the market price of such  securities at
  the time of their death.

  NOTE F - INVESTMENTS IN JOINT VENTURES

  The Company had one and two  investments  in joint  ventures in 1998 and 1997,
  respectively.  The joint  ventures  construct  and sell homes.  The Company is
  guaranteed a preferred  return  ranging from 10% to 15% on these  investments.
  The joint  ventures are accounted for using the cost method.  During the years
  ended  December 31, 1998 and 1997,  there were no advances from the Company to
  the joint ventures.




<PAGE>




NOTE G - LINES OF CREDIT

  The Company  may borrow up to  $10,000,000  at an interest  rate of prime plus
  1.5% under a revolving loan agreement (line of credit) with a bank, secured by
  a mortgage on certain real  property.  At December 31,  1998,  $9,990,000  was
  available under this line of credit. The loan agreement expires June 30, 2000.

  The line of credit can be used to finance ongoing development and construction
  of  residential  real estate and  short-term  capital  needs and only requires
  monthly interest payments.  The loan agreement  contains typical  restrictions
  and covenants, the most restrictive of which are:

        a.  the Company  shall  maintain,  at all times  through the life of the
            loan,   a   consolidated   tangible  net  worth  of  not  less  than
            $42,000,000, and;

        b.  the Company's ability to incur additional debt is restricted.

  The average  interest rate and balance  outstanding  for the revolving line of
  credit payable to the bank, based on a weighted average, is as follows:

                                            1998        1997             1996
                                            ----        ----             ----
Daily average outstanding
  borrowings                      $      10,000    $3,609,000    $   13,703,000

Average interest rate during the
  period                                    9.6%         10.9%             10.1%

Interest rate at the end
  of the period                            9.25%           10%             9.75%

Maximum outstanding during the
  year                            $   9,990,000    $9,800,000    $   20,000,000



  On December 22, 1998, the Company  entered into a Construction  Loan Agreement
  with a bank providing for a loan totaling $6,750,000 (the "Loan") and a letter
  of credit  facility in the amount of $200,000 in connection with the Company's
  acquisition  of certain real  property  (the "Land") and the  construction  of
  single family  residential homes thereon (the "Homes").  The Loan is comprised
  of a  $3,750,000  acquisition  loan  (the  "Acquisition  Loan")  (see  Note H)
  relating to the  purchase of the Land and a  revolving  credit  facility in an
  amount  of up to  $3,000,000  outstanding  at any  time to be used to  finance
  construction of the Homes (the "Revolving Loan").

  Outstanding  amounts  borrowed  under the Loan bear  interest at the specified
  LIBOR  Market Rate Index plus 0.275% or the prime rate of the bank as selected
  each month by the  Company.  The Loan is secured by a mortgage on the Land and
  the Homes to be constructed thereon. Interest accrued on the Loan must be paid
  monthly and partial payments of principal shall be made from time to time upon
  the  closing  of the  sale of  Homes.  The  principal  must be paid in full at
  maturity on December 22,  2000,  unless  extended  for one year under  certain
  circumstances.

  As of December 31, 1998, no amount was outstanding under the Revolving Loan.

  The  Company  may draw up to  $200,000  under the  Letter of  Credit.  Amounts
  advanced  under the Letter of Credit bear  interest  at the bank's  prime rate
  plus 2.0%.  Principal and interest are due and payable on demand.  At December
  31, 1998, the Company has not drawn on the Letter of Credit.


<PAGE>



NOTE H - MORTGAGE NOTES PAYABLE

     Mortgage notes payable at December 31, 1998 and 1997, are as follows:

                                                                 1998
                                                                 ----
                                          1997
                                          ----

  Mortgage  note,  interest at
  7.15%,    requires   monthly
  payments      of     $91,696
  including  interest;   final
  balloon   payment   due   at
  maturity  on March 1,  2003;
  secured  by  a  mortgage  on
  certain land and buildings.

                                        $12,220,385     $12,438,445

  Acquisition    loan/Mortgage
  note,    interest   at   the
  specified  Libor Market Rate
  Index   plus  .275%  or  the
  prime  rate  of the  bank as
  selected  each  month by the
  Company.   At  December  31,
  1998,  interest  was  7.75%;
  secured by certain  land and
  improvements;        accrued
  interest  paid  monthly  and
  partial      payments     of
  principal  to be  made  upon
  the    closing   of   homes.
  Principal  must  be  paid in
  full at maturity on December
  22,  2000,  unless  extended
  for one year  under  certain
  circumstances.

                                          3,750,000          -
                                        -----------     -----------



                                        $15,970,385     $12,438,445
                                        ===========     ===========

  Aggregate maturities of the mortgage notes payable as of December 31, 1998, is
  as follows:

                                          1999     $    921,186
                                          2000        3,311,586
                                          2001          268,458
                                          2002          288,294
                                          2003       11,180,861
                                                   ------------

                                                   $ 15,970,385
                                                   ============




<PAGE>



NOTE I - INCOME TAXES

  Deferred tax assets and  liabilities  reflect the future income tax effects of
  temporary  differences  between the consolidated  financial statement carrying
  amounts of existing assets and liabilities and their respective tax bases.

  As of December 31, 1998, and December 31, 1997, the significant  components of
  the Company's deferred tax assets and liabilities were:

                                                  1998            1997
                                                  ----            ----

AMT credit carryover                        $    113,877    $    113,877
Federal net operating loss carryforward        3,749,382       2,081,137
State net operating loss carryforward          1,393,938       1,106,711
Inventory valuation adjustment                 6,557,409       8,575,530
Reserve for warranties                           593,450         778,562
Percentage of completion                          80,768         138,931
Inventory capitalization                         115,172         124,529
                                              ----------      ---------- 
       Total deferred tax asset, before
         valuation allowance                  12,603,996      12,919,277
Less valuation allowance                       8,962,909       8,907,252
                                              ----------      ---------- 
       Total deferred tax assets, net of
         valuation allowance                   3,641,087       4,012,025
                                              ----------      ---------- 

Deferred expenses                             (3,571,379)     (3,894,847)
Accelerated depreciation                         (69,708)       (117,178)
                                              ----------      ---------- 
       Total deferred tax liabilities         (3,641,087)     (4,012,025)
                                              ----------      ---------- 

       Net deferred tax (liability) asset   $       --      $       --
                                              ==========      ========== 

  The valuation allowance for the deferred tax asset as of December 31, 1998 and
  December 31, 1997 was $8,962,909 and $8,907,252,  respectively. The net change
  in the valuation  allowance for the years ended December 31, 1998 and December
  31, 1997 were increases of $55,657 and $6,600,240, respectively.

  The Company  files  consolidated  income tax returns.  The  components  of the
  provision for (benefit from) income taxes are as follows:

                               1998           1997           1996
Current provision:
  Federal               $      --      $  (765,437)   $(2,398,914)
  State                        --             --             --
                        -----------    -----------    ----------- 
                               --         (765,437)    (2,398,914)

  Deferred provision:
  Federal                      --       (1,387,473)     1,845,848
                        -----------    -----------    ----------- 
  State                        --             --             --
                        -----------    -----------    ----------- 
                               --       (1,387,473)     1,845,848

                        $      --      $(2,152,910)   $  (553,066)
                        ===========    ===========    =========== 





<PAGE>


NOTE I - INCOME TAXES - Continued

     The reasons for the difference between the total tax expense and the amount
     computed by applying the statutory federal income tax rate to income (loss)
     before income taxes are as follows:
<TABLE>
<CAPTION>

                                                 1998           1997           1996
                                                 ----           ----           ----
<S>                                       <C>            <C>            <C>         
(Benefit from) provision for taxes
  at statutory rates (34%)                $    27,796    $(7,820,909)   $  (159,045)
Change in valuation allowance                  55,657      6,600,240       (399,132)
(Benefit from) provision for state
  income taxes, net of federal benefit          2,968     (1,265,569)       (25,730)

Other                                         (86,421)       333,328         30,841
                                          -----------    -----------    ----------- 

  Net tax (benefit)                       $      --      $(2,152,910)   $  (553,066)
                                          ===========    ===========    =========== 

</TABLE>

  The Company has federal and state net operating loss  carryforwards  (NOLs) of
  $11,027,595 and $25,344,329,  respectively.  Of this amount, $6,128,138 of the
  federal NOLs expire in 2012 and $4,899,457 expire in 2018.

  The Company's  state NOLs expire  principally  in the years 2012 and 2013. The
  complete realization of the value of the NOLs is dependent on various factors,
  including future profitability.

NOTE J - CUSTOMER DEPOSITS

  Certain customer deposits,  pursuant to statutory  regulations of the State of
  Florida or by agreement  between the  customer  and the  Company,  are held in
  segregated  bank accounts.  At December 31, 1998 and 1997, cash in the amounts
  of approximately $1,650,000 and $1,009,000, respectively, was so restricted.

  The  Company  entered  into an escrow  agreement  with a certain  bank and the
  Division of Florida  Land Sales and  Condominiums  which allows the Company to
  use customer  deposits which were previously  maintained in an escrow account.
  Deposits  of up to  $557,000  in 1998 and  $992,000  in 1997,  which  could be
  released to the Company,  are  guaranteed  by  performance  bonds  aggregating
  $1,000,000 and $2,000,000 for 1998 and 1997, respectively.

NOTE K - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

  Accounts payable and accrued liabilities include the following:

                                           1998                  1997
                                           ----                  ----
     Accounts payable                $         6,080,030    $     5,790,109
     Accrued interest                          3,225,063          3,856,531
     Accrued warranties on homes               1,536,565          2,028,493
     Other accrued liabilities                   823,200          1,466,358
                                     -------------------    ---------------

                                     $        11,664,858    $    13,141,491
                                     ===================    ===============








<PAGE>




NOTE L - SENIOR NOTES

     Senior notes consist of the following:
                                                           1998            1997
                                                           ----            ----
12 1/2% senior notes due January 15, 2003 at par
  with an effective interest rate of 13.02%        $ 70,000,000    $ 70,000,000
Repurchase of senior notes to be used as
  part of sinking fund                              (13,708,000)     (2,686,000)
Unamortized discount                                   (784,688)     (1,129,926)
                                                   ------------    ------------

                                                   $ 55,507,312    $ 66,184,074
                                                   ============    ============

  On January 13, 1993, the Company issued 12 1/2% senior notes ("Senior Notes"),
  due January 15, 2003.  The Senior Notes have a face value of  $70,000,000  and
  were issued at a discount of $1,930,600. The Senior Notes are senior unsecured
  obligations of the Company subject to redemption at the Company's option on or
  after  January  15, 1998 at 105% of the  principal  amount and  thereafter  at
  prices declining  annually to 100% of the principal amount on or after January
  15, 2001.

  Under the terms of the indenture  ("Indenture"),  the Company must make Senior
  Notes sinking fund payments of $17,500,000 by January 15, 2001 and January 15,
  2002. The Indenture also contains  provisions  restricting the amount and type
  of  indebtedness  the  Company may incur,  the  purchase by the Company of its
  stock and the payment of cash dividends.  At December 31, 1998, the payment of
  cash  dividends is prohibited  and will be restricted  until the Company posts
  cumulative net income in excess of $62,100,000.

  In February  1999,  the Company  repurchased  $2,700,000 of Senior Notes to be
  used to partially satisfy its sinking fund obligation (see Note V).


NOTE M - EARNINGS (LOSS) PER SHARE

  Statement of Financial  Accounting  Standards  No. 128,  "Earnings  Per Share"
  (SFAS 128), requires dual presentation of basic and diluted earnings per share
  on  the  face  of  the  income  statement.   The  reconciliation  between  the
  computations is as follows:

          Income          Basic     Diluted    Diluted
          (Loss)          Shares    Basic EPS  Shares        EPS
          ------          ------    ---------  ------        ---

1998        81,573      4,625,524       .02   4,625,549       .02

1997   (20,849,763)     4,625,524     (4.51)  4,625,524     (4.51)
1996        85,289      4,625,524       .02   4,714,224       .02


  Included in diluted shares are common stock equivalents relating to options of
  61,000,  81,300 and 88,700 for 1998, 1997 and 1996,  respectively.  Options to
  purchase  58,600 shares of common stock at prices  ranging from $4.50 to $8.62
  per share,  which were  outstanding  during  1998,  were not  included  in the
  computation  of diluted  earnings per share  because the exercise  prices were
  greater than the average market price of the common shares during such period.



<PAGE>



NOTE N - STOCK OPTIONS

  The Company has two stock option plans  accounted for under APB Opinion 25 and
  related  interpretations.  The plans  allow the  Company  to grant  options to
  employees for the purchase of up to 400,000 shares of Class B common stock and
  non-employee  Directors  for the  purchase  of up to 20,000  shares of Class B
  common stock. The options have terms of five years for employees and ten years
  for non-employee  Directors when issued.  The stock options for employees vest
  at the end of the second year,  and stock options for  non-employee  Directors
  50% of the grant  vests  after each of the first and second year of service on
  the Board.

  The exercise  price of each option  equals the market  price of the  Company's
  Class B Common stock on the date of grant.

  Accordingly,  no  compensation  cost has been  recognized  for the plans.  Had
  compensation cost for the plans been determined based on the fair value of the
  options  at the  grant  dates  consistent  with the  method  of  Statement  of
  Financial   Accounting   Standards  No.  123,   "Accounting   for  Stock-Based
  Compensation"  ("SFAS  123"),  the  Company's  net income  (loss) and earnings
  (loss) per share would have been  reduced to the  proforma  amounts  indicated
  below.

                                            1998        1997          1996
                                            ----        ----          ----

   Net income (loss)        As reported   $81,753  $(20,849,763)  $  85,289
                            Pro forma     $70,936  $(20,935,861)  $ (22,738)

   Primary earnings (loss)
     per share              As reported   $   .02  $      (4.51)  $     .02
                            Pro forma     $   .02  $      (4.51)  $    (.01)

  The fair value of each option  grant is  estimated  on the date of grant using
  the  binomial  options-pricing  model  with  the  following   weighted-average
  assumptions  used for grants in 1998,  1997 and 1996,  respectively:  expected
  volatility of 36.52, 36.68 and 36.77 percent; risk-free interest rate of 6.91,
  6.92 and 6.93 percent; and expected life of 5.8, 5.5 and 5.3 years.



<PAGE>



  NOTE N - STOCK OPTIONS - Continued

  A summary  of the  status  of the  Company's  fixed  stock  option  plan as of
  December 31, 1998 and 1997,  and 1996,  and changes during the years ending on
  those dates is presented below:

                          1998                 1997              1996
                         --------            --------          --------
                               Weighted            Weighted          Weighted

                                Average             Average           Average
                    Shares     Exercise   Shares   Exercise  Shares  Exercise
                     (000)       Price    (000)      Price    (000)   Price
                     -----       -----    -----      -----    -----   -----
Outstanding at
  beginning of
  year               92.3      $   7.34   88.7     $   7.34   45.2 $   7.06
  Granted             2.4          4.50    3.6         7.38   43.5     7.63
  Exercised            --           --      --          --      --      --
  Forfeited          33.7          5.37     -           --      --      --
                     ----      --------   ----     --------   ---- --------

Outstanding
  at end of year     61.0      $   7.17   92.3     $   7.34   88.7 $   7.34

Options
  Exercisable
  at year
  end                57.4      $   7.28   46.4     $   7.08    3.6 $   8.62

Weighted-
  average fair
  value of
  options
  granted
  during
  the year            -       $    2.49    --      $   4.41    --  $   3.37

     The following  information  applies to options  outstanding at December 31,
1998:

             Number outstanding                             61,000
             Range of exercise prices               $4.50 to $8.62
             Weighted-average exercise price                 $7.17
             Weighted-average remaining contractual life      2.62

NOTE O - COMMON STOCK

  Class A and Class B common  stock  have  identical  dividend  rights  with the
  exception  that the  Class B common  stock is  entitled  to a $.025  per share
  additional  dividend.  Class A common  stock is entitled to one vote per share
  while Class B common stock is entitled to one-tenth vote per share. Holders of
  Class B common  stock are  entitled to elect 25% of the Board of  Directors as
  long as the number of  outstanding  shares of Class B common stock is at least
  10% of the number of  outstanding  shares of both classes of common stock.  At
  the option of the holder of record,  each share of Class A common stock may be
  converted at any time into one share of Class B common stock.


<PAGE>




NOTE P - LEASING ARRANGEMENTS

  Rental Properties
  -----------------

  In  connection  with  certain  developments,  the  Company  leases  recreation
  facilities.  The Company also leases rental units on a one-year  basis.  These
  leases are accounted for as operating leases.

  The following  schedule  provides an analysis of the Company's  property under
  operating  leases  (included in property and equipment) by major classes as of
  December 31, 1998 and 1997:

                                        1998          1997
                                        ----          ----

Land                                $ 2,324,844   $ 2,462,227
Buildings                            19,063,378    19,896,195
Furniture, fixtures and equipment     1,431,649     1,035,903
                                    -----------   -----------
                                     22,819,871    23,394,325
Less accumulated depreciation         8,691,757     8,142,224
                                    -----------   -----------

                                    $14,128,114   $15,252,101
                                    ===========   ===========

  The  following  is a schedule of  approximate  future  minimum  rental  income
  (assuming  non-renewal  of one-year  leases of the Company's  units)  expected
  under these leases as of December 31, 1998:

                    1999                  $ 2,101,453
                    2000                      316,877
                    2001                      314,742
                    2002                      314,742
                    2003                      314,742
                    Thereafter             23,484,477
                                          -----------

                                          $26,847,033
                                          ===========

  Office and Warehouse
  --------------------

  The  Company  leases its  headquarters  office  and a  warehouse  under  lease
  agreements extending through 2002, with options to renew for up to five years,
  accounted for as operating  leases.  The  approximate  future  minimum  rental
  payments as of December 31, 1998 are as follows:

                    1999                     $196,059
                    2000                      205,862
                    2001                      216,155
                    2002                      226,962
                                             --------

                                             $845,038
                                             ========

<PAGE>



NOTE P - LEASING ARRANGEMENTS - Continued

  Total rent expense,  including common area maintenance  expenses,  for each of
  the years ended  December 31, 1998,  1997 and 1996  amounted to  approximately
  $366,000, $308,000 and $300,000, respectively.

NOTE Q - DEFERRED COMPENSATION PLAN

  The Company has a defined  contribution plan (the "Plan") established pursuant
  to Section  401(k) of the Internal  Revenue  Code.  Participant  employees may
  elect to contribute up to 15% of pretax annual  compensation as defined in the
  Plan,  subject  to  certain  limitations.  The  Company  will match 25% of the
  participant's  contributions,  not to  exceed 6% of the  participant's  annual
  compensation.  The Company's  contributions to the Plan amounted to $44,688 in
  1998, $75,450 in 1997 and $68,238 in 1996.

  NOTE R - FINANCIAL INSTRUMENTS

  The  estimated  fair value of the  Company's  financial  instruments  does not
  purport to represent the aggregate net fair value of the Company.

  The following  methods and assumptions were used to estimate the fair value of
  each class of financial  instruments  for which it is  practicable to estimate
  that value:

  Cash and Cash Equivalents
  -------------------------

  The carrying amount  approximates  fair value because of the short maturity of
  those instruments.

  Mortgage Notes Receivables
  --------------------------

  The carrying  amount  approximates  fair value due to interest rates currently
  offered for loans with similar  terms to borrowers of similar  credit  quality
  not being significantly different.

  Line of Credit
  --------------

  The carrying amount of the line of credit  approximates  fair value due to the
  length of the maturity and interest rate being tied to market indices.

  Mortgage Note Payable
  ---------------------

  The carrying amount of the mortgage note payable  approximates  fair value due
  to the interest rate not being significantly different from the current market
  rates available to the Company.

  Senior Notes
  ------------

  The Senior Notes are not listed on any exchange. Prices offered to the Company
  by  individual  holders and  dealers in the Senior  Notes are used to estimate
  fair value of the Company's Senior Notes.

  All of the Company's  financial  instruments  are held for purposes other than
  trading.  The carrying amounts in the table below are the amounts at which the
  financial instruments are reported in the financial statements.


<PAGE>



NOTE R - FINANCIAL INSTRUMENTS - Continued

  The estimated fair values of the Company's financial instruments,  at December
  31 1998 and 1997, respectively, are as follows:

                            1998                            1997
                            ----                            ----

                  Carrying        Estimated       Carrying        Estimated
                   Amount         Fair Value        Amount        Fair Value
                  of Assets       of Assets       of Assets        of Assets
                 (Liabilities)  (Liabilities)   (Liabilities)    (Liabilities)
                 -------------  -------------   -------------    -------------
Cash and cash
  equivalents    $ 10,557,772    $ 10,557,772    $ 19,830,523    $ 19,830,523
Mortgage notes
  receivable          953,284         953,284         267,323         267,323
Line of credit         10,000          10,000          10,000          10,000
Mortgage note
  payable         (15,970,385)    (15,970,385)    (12,438,445)    (12,438,445)
Senior notes      (55,507,312)    (49,536,960)    (66,184,074)    (61,928,880)

NOTE S   SEGMENT INFORMATION


  The Company has the  following  two  reportable  segments:  home  building and
  rental  operations.  The home building segment develops and sells  residential
  properties and planned communities.  The rental operations segment consists of
  529 units in two separate properties.

  The  accounting  policies used to develop  segment  information  correspond to
  those  described in the summary of significant  accounting  policies and other
  information.  Segment  net  income  or loss is based on  income  or loss  from
  operations before income taxes, the cumulative effect of changes in accounting
  principles, and the allocation of selling, general or administrative costs.


<PAGE>


NOTE S   SEGMENT INFORMATION   Continued

  The  following  information  about the two  segments  is for the  years  ended
  December 31, 1998, 1997 and 1996, in thousands (000).


<TABLE>
<CAPTION>
                                      Home        Rental
                                    Building    Operations     Other        Total
                                    --------    ----------     -----        -----
<S>                                <C>          <C>          <C>         <C>      
December 31, 1998:
------------------
Revenues                           $  86,610    $   3,874    $     581   $  91,065
Interest expense                       7,170         --           --         7,170
Depreciation and amortization          1,313          792            2       2,107
Segment net income (loss)               (740)         585          237          82
Segment assets                       119,669       14,779          778     135,226
Expenditures for segment assets          689          396         --         1,085


December 31, 1997:
------------------
Revenues                           $ 112,074    $   3,426    $     690   $ 116,190
Interest expense                       7,181         --           --         7,181
Depreciation and amortization          1,136          743            2       1,881
Segment net income (loss)            (18,182)      (5,083)         262     (23,003)
Segment assets                       129,088       15,076          896     145,060
Expenditures for segment assets          329           68            1         398


December 31, 1996:
------------------
Revenues                           $ 107,446    $   3,550    $     623   $ 111,619
Interest expense                       7,402         --           --         7,402
Depreciation and amortization          1,144          767            5       1,916
Segment net income (loss)               (815)         205          142         468
Segment assets                       154,470       20,509          567     175,546
Expenditures for  segment assets       1,665            3         --         1,688
</TABLE>

<PAGE>



NOTE T   YEAR 2000

     The Company has assessed and  formulated a plan to resolve its  information
     technology  ("IT") and non-IT system Year 2000 issues.  The Year 2000 issue
     relates to  limitations  in  computer  systems  and  applications  that may
     prevent proper  recognition  of the Year 2000. The potential  effect of the
     Year 2000 issue on the Company and its business  partners will not be fully
     determinable until the Year 2000 and thereafter. If Year 2000 modifications
     are not properly completed either by the Company or entities with which the
     Company conducts business,  the Company's revenues and financial  condition
     could be adversely impacted.

  NOTE U   COMMITMENTS AND CONTINGENCIES

     The Company is involved,  from time to time, in  litigation  arising in the
     ordinary  course of business,  none of which is expected to have a material
     adverse effect on the Company's  consolidated financial position or results
     of operations.

     The  Company  is also  subject  to the  normal  and  customary  obligations
     associated  with entering into contracts for the purchase,  development and
     sale of real estate in the routine conduct of its business.

  NOTE V   SUBSEQUENT EVENTS

     In February,  1999,  the Company sold certain  property which had been held
     for investment for an approximate  book gain of $1.8 million.  A portion of
     the net cash proceeds of about $4.0 million from this  transaction was used
     to purchase $2.7 million of the Company's Senior Notes.


<PAGE>





  MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS
  ----------------------------------------------------

     Management is responsible for the preparation of the Company's consolidated
financial  statements and related  information  appearing in this annual report.
Management  believes  that  the  consolidated  financial  statements  reasonably
present the Company's financial position and results of operations in conformity
with generally accepted accounting  principles.  Management also has included in
the  Company's  financial  statements  amounts that are based on  estimates  and
judgments which it believes are reasonable under the circumstances.

     The independent  accountants  audit the Company's  financial  statements in
accordance with generally  accepted auditing standards and provide an objective,
independent  review of the fairness of reported  operating results and financial
position.

     The Board of  Directors of the Company has an Audit  Committee  composed of
two non-management  independent Directors. The committee meets periodically with
financial  management  and the  independent  accountants  to review  accounting,
control, auditing and financial reporting matters.


<PAGE>




                         REPORT OF INDEPENDENT CERTIFIED
                               PUBLIC ACCOUNTANTS

Board of Directors
Oriole Homes Corp.

We have audited the  accompanying  consolidated  balance  sheets of Oriole Homes
Corp.  and  Subsidiaries  as of  December  31,  1998 and 1997,  and the  related
consolidated statements of operations,  shareholders' equity, and cash flows for
each of the three years in the period ended December 31, 1998.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated financial position of Oriole
Homes Corp. and  Subsidiaries  at December 31, 1998 and 1997, and the results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 1998,  in  conformity  with  generally  accepted  accounting
principles.






Grant Thornton LLP
Miami, Florida
February 12, 1999


<PAGE>





ITEM 9  DISAGREEMENTS  ON ACCOUNTING AND FINANCIAL  DISCLOSURE 

     This item is not applicable.

                                    PART III
                                    --------

ITEM 10   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information  required by Item 10 is incorporated herein by reference to
Registrant's  definitive proxy statement to be filed pursuant to Regulation 14A,
in conjunction with the Company's Annual Meeting of Shareholders.

ITEM 11   EXECUTIVE COMPENSATION

     The information required by the Item 11 is incorporated herein by reference
to  Registrant's  definitive  proxy statement to be filed pursuant to Regulation
14A, in conjunction with the Company's Annual Meeting of Shareholders  scheduled
to be held on May 12, 1999.

ITEM 12   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  information  required  by  this  Item  12 is  incorporated  herein  by
reference to  Registrant's  definitive  proxy  statement to be filed pursuant to
Regulation 14A, in conjunction with the Company's Annual Meeting of Shareholders
scheduled to be held on May 12, 1999.

ITEM 13   CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS

     The  information  required  by  this  item  13 is  incorporated  herein  by
reference to  Registrant's  definitive  proxy  statement to be filed pursuant to
Regulation 14A, in conjunction with the Company's Annual Meeting of Shareholders
scheduled to be held on May 12, 1999.

<PAGE>




                                     PART IV
                                     -------

ITEM 14      EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

     (a)  Financial Statements
          See Item 8

     (b)  Reports on Form 8-K

          There were no reports on Form 8-K for the three months ended  December
          31, 1998

     (c) Exhibits

     Exhibit
     Number
     ------

        3.1    Articles of Incorporation, as amended, of Registrant.

        2.2    Composite By-Laws of Registrant.

        4.1    Form of 12-1/2% Senior Note.

        4.2    Form of Indenture  between the  Registrant  and Sun Bank National
               Association, Trustee.

        10.1   Lease  Agreement,  dated May 7, 1991 between the  Registrant  and
               Arbors Associates, Ltd.

        10.2   First  Amendment to Lease  Agreement  dated as of April 30, 1998,
               between Registrant and Arbors Associates, Ltd.

        10.3   Revolving  Loan  Agreement  dated  July 13,  1993,  between  Ohio
               Savings Bank, F.S.B. and the Registrant.

        10.4   First Amendment to Revolving Loan Agreement.

        10.5   Second Amendment to Revolving Loan Agreement.

        10.6   Mortgage and Security Agreement dated as of July 13, 1993.

        10.7   Mortgage,  Assignment and Financing  Statement Spreader Agreement
               date May 31, 1995.
               

        10.8   Future  Advance,  Mortgage,  Assignment  and Financing  Statement
               Extension,  Modification and Spreader  Agreement dated August 23,
               1995.

        10.9   Future  Advance,  Mortgage,  Assignment  and Financing  Statement
               Extension,  Modification and Spreader Agreement dated January 12,
               1996.


<PAGE>





        10.10  Mortgage and Loan Modification and Extension Agreement dated July
               1, 1997.

        10.11  Mortgage and Loan  Modification  and  Extension  Agreement  dated
               October 15, 1998.

        10.12  Second Amendment to Revolving Loan Agreement dated July 1, 1997.

        10.13  Construction Loan Agreement dated December 22, 1998 between First
               Union National Bank and the Registrant.

        10.14  Mortgage and Security  Agreement  dated December 22, 1998 between
               First Union Bank and the Registrant.

        10.15  Stock Option  Agreement  with Richard D. Levy dated  February 22,
               1995

        10.16  Stock Option Agreement with Richard D. Levy dated May 14, 1996

        10.17  Stock Option Agreement with Harry A. Levy dated February 22, 1995

        10.18  Stock Option Agreement with Harry A. Levy dated May 14, 1996

        10.19  Stock Option Agreement with Mark A. Levy dated February 22, 1995

        10.20  Stock Option Agreement with Mark A. Levy dated May 14, 1996

        10.21  Stock Option Agreement with George Richards dated May 22, 1997

        10.22  Stock Option Agreement with George Richards dated May 20, 1998

        10.23  Stock Option Agreement with Paul Lehrer dated May 4, 1994

        10.24  Stock Option Agreement with Paul Lehrer dated May 15, 1995

        10.25  Stock Option Agreement with Paul Lehrer dated May 16, 1996


<PAGE>





        9.26   Stock Option Agreement with Paul Lehrer dated May 22, 1997.

        9.27   Stock Option Agreement with Paul Lehrer dated May 20, 1998.

        10.28  Stock Option  Agreement  with Joseph  Pivinski dated December 14,
               1998.

        10.29  Joint Venture  Agreement  between the Company and Regency  Homes,
               Inc. dated December 31, 1993.

        10.30  Registrant's 401(k) Defined Contribution Benefit Plan.

        10.31  Registrant's  1994  Stock  Option  Plan for  Employees  (filed as
               Exhibit  A to the  proxy  statement  dated  April 5, 1994 for the
               Company's Annual Meeting of Shareholders held on May 9, 1994).

        9.32   Registrant's  1994 Stock Option Plan for  Non-Employee  Directors
               (filed as Exhibit B to the proxy  statement  dated  April 5, 1994
               for the Company's  Annual Meeting of Shareholders  held on May 9,
               1994).

        22.1   List of Registrant's Subsidiaries.

        23.1   Consent of Grant Thornton LLP

        27.0   Summary Financial Information.


<PAGE>



                                   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      March 29, 1999                  s/ R.D. Levy
          --------------                  ------------
                                    R.D. Levy, Chairman of the Board,
                                         Chief Executive Officer, Director

DATE      March 29, 1999                  s/ J. Pivinski
          --------------                  --------------
                                    J. Pivinski, Vice President - Finance,
                                    Treasurer, Chief Financial Officer


  Pursuant  to the  requirements  of the  Securities  Exchange  Act of 1934 this
  Annual Report has also been signed by the  following  persons on behalf of the
  Registrant in the capacities indicated.

                        MEMBERS OF THE BOARD OF DIRECTORS
                        ---------------------------------


DATE      March 29, 1999                   s/ R.D. Levy
          --------------                   ------------

                                      R.D. Levy, Chairman of the Board,
                                           Chief Executive Officer, Director

DATE      March 29, 1999                   s/ Harry A. Levy
          --------------                   ----------------
                                      Harry A. Levy, Director


DATE      March 29, 1999                   s/Mark A. Levy
          --------------                   --------------
                                 Mark A. Levy, Chief Operating Officer, Director


DATE      March 29, 1999                   s/ Paul R. Lehrer
          --------------                   -----------------
                                      Paul R. Lehrer, Director


DATE      March 29, 1999                   s/ George R. Richards
          --------------                   ---------------------
                                      George R. Richards, Director



<PAGE>





                                  EXHIBIT INDEX
                                  -------------

     Exhibit                                                            Page
     Number                                                            Number
     ------                                                            ------

        3.1    Articles of Incorporation, as amended, of Registrant.

        3.2    Composite By-Laws of Registrant.

        4.1    Form of 12-1/2% Senior Note.                                 *

        4.2    Form of Indenture  between the  Registrant and Sun Bank
               National Association, Trustee.                              **

        10.1   Lease   Agreement,   dated  May  7,  1991  between  the
               Registrant and Arbors Associates, Ltd.                      ***

        10.2   First  Amendment to Lease  Agreement  dated as of April
               30, 1998,  between  Registrant  and Arbors  Associates,
               Ltd.

        10.3   Revolving Loan Agreement  dated July 13, 1993,  between
               Ohio Savings Bank, F.S.B. and the Registrant.

        10.4   First Amendment to Revolving Loan Agreement.

        10.5   Second Amendment to Revolving Loan Agreement.

        10.6   Mortgage  and Security  Agreement  dated as of July 13,
               1993.

        10.7   Mortgage,  Assignment and Financing  Statement Spreader
               Agreement date May 31, 1995.

        10.8   Future  Advance,  Mortgage,  Assignment  and  Financing
               Statement   Extension,    Modification   and   Spreader
               Agreement dated August 23, 1995.

        10.9   Future  Advance,  Mortgage,  Assignment  and  Financing
               Statement   Extension,    Modification   and   Spreader
               Agreement dated January 12, 1996.


<PAGE>





        10.10  Mortgage and Loan Modification and Extension  Agreement
               dated July 1, 1997.

        10.11  Mortgage and Loan Modification and Extension  Agreement
               dated October 15, 1998.

        10.12  Second Amendment to Revolving Loan Agreement dated July
               1, 1997.

        10.13  Construction  Loan  Agreement  dated  December 22, 1998
               between First Union National Bank and the Registrant.

        10.14  Mortgage and Security Agreement dated December 22, 1998
               between First Union Bank and the Registrant.

        10.15  Stock  Option  Agreement  with  Richard  D. Levy  dated
               February 22, 1995

        10.16  Stock Option  Agreement  with Richard D. Levy dated May
               14, 1996

        10.17  Stock  Option   Agreement  with  Harry  A.  Levy  dated
               February 22, 1995

        10.18  Stock Option Agreement with Harry A. Levy dated May 14,
               1996

        10.19  Stock Option Agreement with Mark A. Levy dated February
               22, 1995

        10.20  Stock Option  Agreement with Mark A. Levy dated May 14,
               1996
 
        10.21  Stock Option  Agreement with George  Richards dated May
               22, 1997
 
        10.22  Stock Option  Agreement with George  Richards dated May
               20, 1998

        10.23  Stock  Option  Agreement  with Paul Lehrer dated May 4,
               1994

        10.24  Stock Option  Agreement  with Paul Lehrer dated May 15,
               1995

        10.25  Stock Option  Agreement  with Paul Lehrer dated May 16,
               1996


<PAGE>





        9.26   Stock Option  Agreement  with Paul Lehrer dated May 22,
               1997

        9.27   Stock Option  Agreement  with Paul Lehrer dated May 20,
               1998

        10.28  Stock  Option  Agreement  with  Joseph  Pivinski  dated
               December 14, 1998

        10.29  Joint Venture Agreement between the Company and Regency
               Homes, Inc. December 31, 1993                    .          ****

        10.30  Registrant's 401(k) Defined  Contribution Benefit Plan.    *****

        10.31  Registrant's  1994  Stock  Option  Plan  for  Employees
               (filed as Exhibit A to the proxy  statement dated April
               5,   1994  for  the   Company's   Annual   Meeting   of
               Shareholders held on May 9, 1994).

        9.32   Registrant's  1994 Stock  Option Plan for  Non-Employee
               Directors  (filed as  Exhibit B to the proxy  statement
               dated April 5, 1994 for the Company's Annual Meeting of
               Shareholders held on May 9, 1994).

        22.1   List of Registrant's Subsidiaries.

        23.1   Consent of Grant Thornton LLP

        27.1   Summary Financial Information.


        *      Filed  as  Exhibit  4.1 to the  Company's  registration
               statement on Form S-2 (no. 33-51680).

        **     Filed  as  Exhibit  4.2 to the  Company's  registration
               statement on Form S-2 (no. 33-51680).

        ***    Filed as  Exhibit  10.1 to the  Company's  registration
               statement on Form S-2 (no. 33-51680).

        ****   Filed as Exhibit 10.7 to the Company's Annual Report on
               Form 10-K for the year ended December 13, 1993.

        *****  Filed as  Exhibit  10.6 to the  Company's  registration
               statement on Form S-2 (no. 33-46123).