<PAGE>   1

                       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, 1995
                                File No. 1-6963

                               ORIOLE HOMES CORP.
                               ------------------
      1690 South Congress Avenue, Suite 200, Delray Beach, Florida 33445
                                 (407) 274-2000

<TABLE>
<S>                                                 <C>
               Florida                                     59-1228702
       ------------------------                      ----------------------
       (State of Incorporation)                      (I.R.S. Employer I.D.)

Securities registered pursuant of Section 12(b) of
   the act:
                                                    Name of Each Exchange on
          Title of Each Class                           Which Registered
 ------------------------------------               ------------------------
 Class A Common Stock, $.10 par Value               American Stock Exchange

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

   12 1/2% Senior Notes due 2003

                       ---------------------------------- 
</TABLE>

     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 11, 1996, the Company had outstanding 1,891,249 shares of its
Class A Common Stock and 2,734,275 shares of its Class B Common Stock.

     The aggregate market value of voting stock held by non-affiliates of the
Registrant is $24,173,243 as of March 11, 1996.

     Part II is partially incorporated by reference from the Registrant's
Annual Report to Shareholders for the year ended December 31, 1995, and Part
III is incorporated by reference from the Registrant's Proxy statement for the
1996 Annual Meeting.

<PAGE>   2

                                     PART I

ITEMS 1 AND 2 BUSINESS AND PROPERTIES

     Oriole Homes Corp. ("Oriole" or the "Company") has built and sold
single-family homes, patio homes, townhouses, villas, duplexes and low-and
mid-rise condominiums in planned communities in southeast Florida since 1963.
During each of the last five years, Oriole was the largest builder of
condominiums for active adults in Palm Beach County, both in dollar volume and
number of units sold.  The Company's attributes have been, (i) construction of
quality homes within communities that offer a wide range of amenities, (ii)
satisfied customers who provide a continual source of referrals, (iii) offering
a wide selection of moderately priced housing, (iv) extensive knowledge of the
southeast Florida market, (v) effective cost control policies, and (vi) a land
acquisition and development strategy that reduces land costs per unit, permits
development and construction in phases, and ensures availability of
strategically located land for future development.

     For the year ended December 31, 1995 Oriole posted a loss for only the
second time since becoming a public company in 1969.  After reviewing the
Company's overall disappointing performance during the past year, the Company
is taking meaningful steps to return to profitability.

     The Company will continue to stress most of its prior attributes but the
Company is now stressing an expansion of its geographic market into Bonita
Springs (southwest Florida) and the Ocala area.  It is also reducing its
reliance on purchasing large tracts of land and building a large variety of
homes in a community.  The combination of land carrying costs and a reduction
in the rate of price appreciation is making it prudent to purchase property
that is ready for immediate development.  Going forward, greater emphasis will
be centered into taking advantage of opportunities in the market.  The Company
will however continue to purchase large tracts for the development of
master-planned communities as the market demands.

     Approximately 76 percent of Oriole's revenues are derived from sales in
communities designed exclusively for active adults (age 55 and over), the
fastest growing demographic segment in the United States.  The Company alters
its product mix to meet changes in the housing preferences of this market,
which enjoys a high percentage of discretionary income.  Home prices range from
$107,000 to $208,000 in the Company's active adult communities except for
Fairway Point, a luxury project where prices range from $370,000 to $530,000.
In 1995, approximately 61 percent of Oriole's sales of homes and condominiums
in communities designed for active adults were cash sales.  The sales prices of
Oriole's residences averaged

                                       1

<PAGE>   3

approximately $169,536 for condominiums and $192,567 for single-family homes
during the year ended December 31, 1995.

     The Company was incorporated in the State of Florida in 1968 as the
successor to six corporations engaged in the construction and sale of
single-family homes since 1963.  Unless the context otherwise requires, the
terms "Company" and "Oriole" refer to Oriole Homes Corp. and its consolidated
subsidiaries.  The Company's principal executive offices are located at 1690
South Congress Avenue, Suite 200, Delray Beach, Florida 33445, and its
telephone number is (407) 274-2000.


HOME BUILDING DATA

     The following table sets forth information concerning sales, new contracts
and backlog for each of the past five years for the Company's single-family
homes, patio homes, townhomes, villas, duplexes and low-and mid-rise
condominiums.

<TABLE>

                                       Years Ended December 31,
                        -----------------------------------------------------
                           1991     1992          1993          1994     1995
                        -------  -------  ------------  ------------  -------
  <S>                   <C>      <C>          <C>           <C>       <C>
  Total Sales
       Sales value      $70,101  $89,423       $98,302      $110,116  $73,409
       Number of homes      614      708           771           775      433

  Total New Contracts
       Sales value      $74,260  $91,216      $108,180      $100,109  $79,410
       Number of homes      629      743           788           661      483

  Total Backlog (1)
       Sales value      $27,684  $29,477       $39,355       $29,348  $35,349
       Number of homes      205      240           257           143      193
</TABLE>
______________________
(1) Backlog as of the end of the period.

     The Company expects to fill substantially all backlog, both in number of
homes and dollar amount, within twelve months.  It typically takes the Company
four to eight months after receipt of a sales contract to build and deliver the
completed home to the purchaser.  The Company's backlog historically tends to
increase between January and May.  These contracts are generally with active
adults who are planning their retirement and desire occupancy of their homes in
the months of October through December.




                                       2

<PAGE>   4

OPERATING POLICIES

     Quality Construction and Diverse Amenities.  The Company is a developer of
moderately-priced residential housing and related amenities, which create a
total lifestyle unique to Oriole communities.  The Company's communities
include extensive recreational facilities, which range from social clubhouses
and swimming pools in its single-family communities to multi-million dollar
clubhouses, with tennis courts, indoor and outdoor swimming pools, theaters for
the performing arts and health clubs/spas, in its active adult communities.

     The development of planned communities and the construction of such
amenities require financial resources unavailable to many home builders,
thereby limiting the number of builders that might otherwise compete directly
with the Company.  The Company believes that its planned communities appeal to
purchasers and permit the Company to offer its customers various housing
products in one location.  The Company has built over 20,000 homes in southeast
Florida, and satisfied purchasers provide the Company with a continual source
of referrals.

     Product Diversification.  The Company's homes appeal to a wide variety of
buyers and lifestyles.  Accordingly, the Company offers a diversity of home
styles and price ranges at various locations.  The Company sells single-family
homes, patio homes, townhomes, villas, duplexes and low-and mid-rise
condominiums.  Home designs are continually reviewed and refined to reflect
changing tastes.  Sales prices presently range from approximately $70,000 to
$530,000, and the average sales price of homes delivered during 1995 was
approximately $169,500.  See "Communities Currently Under Development or
Construction."

     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 Naples and Ocala,
Florida.

     Cost Controls and Company Policies.  The Company has attempted to control
costs by (i) acquiring large tracts of undeveloped land and developing the land
in phases (ii) developing planned communities, which permit the Company to take
advantage of certain economies of scale, (iii) generally beginning construction
only when homes are under contract, and (iv) acting as general contractor and
hiring subcontractors on a fixed-price or other cost-effective basis.

                                      3

<PAGE>   5

        The Company'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
maintains a limited inventory of completed homes for sale. There were thirty six
single family homes completed and unsold in inventory (not including model
homes) at December 31, 1995.  In many instances, the Company will begin
multi-family construction (duplex, townhouse, villa and multi-story complexes)
when sales contracts are in effect for a predetermined percentage of the units. 
As of December 31, 1995, the Company's inventory included 81 unsold completed
units in multi-family projects.

     Land Acquisition and Development.  The Company selects locations for its
developments on the basis of accessibility to major highways and thoroughfares,
proximity to shopping areas, medical facilities and community cultural and
recreation centers.  The Company generally acquires large tracts of land that
require site improvements prior to construction.  The tracts of land are
separated into phases for both development and construction.  The Company
typically acquires land on which construction can begin within three years.

     The Company spends considerable effort in developing design and marketing
concepts for each of its communities.  The design concepts determine the size,
style and price range of homes, the layout of streets and individual lots and
the overall community design.  The product line offered in a particular
community depends upon many factors, including the housing generally available
in the area, the needs of the particular market and the cost of building lots.
After finalizing the design concepts, the Company undertakes development
activities that include site planning and engineering, construction of roads,
sewer, water and drainage facilities, recreational facilities and other
amenities.



                                       4
<PAGE>   6


RESIDENTIAL PROJECTS AND PRODUCT LINES

The following table summarizes information as of December 31, 1995 with respect
to the Company's principal projects under development or construction during
1995.

<TABLE>
<CAPTION>
                                                                                                         Units Sold  
          Name and                    Year                                        Units Sold and            and            
        Location of                Development                  Total Units       Delivered Thru        Delivered in       
        Development                 Started          Type         Planned              1995                1995            
----------------------------       -----------       ----       -----------       --------------        ------------       
                                                                                                                           
<S>                                   <C>           <C>            <C>              <C>                     <C>             
Lakeshore at University Park          1981          Mixed          1,160              426(3)                  -             
Miramar                                                                                                                    
                                                                                                                           
Country Glen                          1993          Single          300                27                    27            
Cooper City                                         Family                                                                 
                                                                                                                           
Cypress Bend                          1980          Mixed          1,583            1,549(4)                 36            
Pompano Beach                                                                                                              
                                                                                                                           
Sandpiper Landing                     1995          Single          145                 -                     -             
Coconut Creek Family                                                                                                       
                                                                                                                           
Boca Springs                          1990          Single          214               213                    27    
Boca Raton                                          Family

Fairway Point                         1993          Active           60                42                    22  
Boca Raton                                          Adult

Coral Lakes                           1992          Active        1,325               187                   121  
Delray Beach                                        Adult

Huntington Pointe                     1989          Active        1,096             1,096                    11    
Delray Beach                                        Adult

Palm Isles                            1991          Active          992               794                   119  
Boynton Beach                                       Adult

Majestic Isles                        1994          Active          450                 4                     4   
Boynton Beach                                       Adult

</TABLE>

<TABLE>
                                                                      Units        
                                              Units Under             Under                Remaining            
                                            Construction(1)          Contract               Units(2)   
                                            ---------------          --------              ---------
                                                              At December 31, 1995 
                                            --------------------------------------------------------
<S>                                                <C>                 <C>                    <C>                   
Lakeshore at University Park                        -                   -                     200
Miramar                                                                      
                                                                             
Country Glen                                       22                  32                     241
Cooper City                                                                  
                                                                             
Cypress Bend                                        -                   1                       1
Pompano Beach                                                                
                                                                             
Sandpiper Landing                                   6                   7                     138
Coconut Creek Family                                  
                                                      
Boca Springs                                        -                   -                       1
Boca Raton                                            
                                                      
Fairway Point                                       -                   2                      16
Boca Raton                                         
                                                   
Coral Lakes                                       117                  45                   1,093
Delray Beach                                                              
                                                                          
Huntington Pointe                                   -                   -                       -
Delray Beach                                                              
                                                                          
Palm Isles                                         38                  24                     174
Boynton Beach                                                             
                                                                          
Majestic Isles                                     23                  18                     428
Boynton Beach                                      
</TABLE>


                                       5
<PAGE>   7

RESIDENTIAL PROJECTS AND PRODUCT LINES  -  Continued



<TABLE>
<CAPTION>
                                                                                                Units Sold
    Name and              Year                                          Units Sold and             and       
  Location of          Development                  Total Units         Delivered Thru         Delivered in        
  Development            Started         Type         Planned                1995                  1995             
-----------------      -----------      ------      -----------         --------------        --------------
<S>                       <C>           <C>             <C>                   <C>                   <C>                  
Palm Isles West           1995          Active          235                   -                     -           
Boynton Beach                           Adult                                                                   

Cypress Woods             1989          Single          152                   40                    14          
Lake Worth                              Family                                                                  

Summer Chase              1989          Active          221                  110                    19          
Lake Worth                              Adult                                                                   

Whispering Sound          1991          Active          230                   93                    32          
Palm City/Stuart                        Adult

Sandpiper Isles           1995          Mixed           140                   1                     1           
Bonita Springs                                                                                                  

Sandpiper Greens          1995          Mixed           60                    -                     -           
Bonita Springs                                                                                                  

Stonecrest                1995          Active          124                   -                     -           
Ocala                                   Adult
</TABLE>

<TABLE>
<CAPTION>
                                                    Units
                             Units Under            Under               Remaining   
                           Construction(1)        Contract               Units(2)          
                           ---------------       -----------            ---------
                                            At December 31, 1995                  
                           ------------------------------------------------------
<S>                             <C>                  <C>                   <C>  
Palm Isles West                 25                   22                    213
Boynton Beach                                             

Cypress Woods                    6                    8                    104
Lake Worth                                                

Summer Chase                     9                    7                    104
Lake Worth                                                

Whispering Sound                 -                   10                    127
Palm City/Stuart                                          

Sandpiper Isles                  -                    6                    133
Bonita Springs                                            

Sandpiper Greens                 -                    -                     60
Bonita Springs                                            

Stonecrest                       4                   11                    113
Ocala                     
</TABLE>



(1) Includes model units.
(2) Includes model units and potential units to be constructed.
(3) Does not include 534 rental units.
(4) Does not include 32 rental units.



                                       6


<PAGE>   8


COMMUNITIES CURRENTLY UNDER DEVELOPMENT OR CONSTRUCTION

     COUNTRY GLEN is a community of single-family homes located in Cooper City,
Florida. The community consists of 300 units with recreational facilities and
is presently under development and construction. Prices range from $236,000 to
$330,000.

     CYPRESS BEND is a complex of five-and nine story lakefront condominium
buildings located in Pompano Beach priced from $70,000 to $110,000.  The
community features over $1 million of recreational amenities, including social
clubhouses with swimming pools, tennis and racquetball courts, and jogging and
exercise trails and was sold out in early 1996.

     SANDPIPER LANDING is a 145 units single-family neighborhood of 3 and 4
bedroom, two-car garage residences within a 240 acre master planned private
gated community, priced from $130,000 to $150,000, located in Coconut Creek,
Florida.

     BOCA SPRINGS is comprised of 214 single-family homes in west Boca Raton.
The community features one- and two-story homes with two-car garages.
Recreational facilities include a private park with a swimming pool and deck
area, basketball, tennis court and a play area for children.  This neighborhood
has top-rated schools, parks and medical facilities and was sold out in early
1996.

     FAIRWAY POINT consists of two, 30 unit 8-story buildings located in Boca
West, Boca Raton, Florida. Boca West is a luxury country club community.
Fairway Point is being built on the last available parcel of land in Boca West.
The units contain approximately 3,350 square feet of air-conditioned space and
800 square feet of balconies. They contain all luxury amenities.  Prices range
from $370,000 to $530,000.

     CORAL LAKES is an active adult community at Delray Beach.  The community
of 1,325 units features condominiums in two- and four-story buildings, villas,
duplexes and a section of single-family residences with two-car garages.
Prices range from $120,000 to $187,000.  This community will have a
multi-million dollar on-site clubhouse and spa, similar to but larger than the
completed facility at Palm Isles, and also feature satellite swimming pools.

     HUNTINGTON POINTE is a community for active adults at Delray Beach.  This
community of 1,096 units features a variety of homestyles, including
quadplexes, villas and duplexes, and lakefront four-story condominium
buildings.  This community was sold out in 1995.

     PALM ISLES is an active adult community of 992 residences at Boynton
Beach.  Prices in this community range from $130,000 to $145,000, and home
styles include villas, duplexes,


                                       7

<PAGE>   9

lakefront two-story condominiums and single-family residences.  The community
has a multi-million dollar on-site clubhouse and spa with eight tennis courts.
The community also features satellite swimming pools.

     MAJESTIC ISLES is an active adult community of 450 duplexes and
single-family residences located at Boynton Beach.  Prices are from $148,000 to
$185,000.  The community will feature an intimate, luxury clubhouse with
swimming pool and tennis courts.

     PALM ISLES WEST , an active adult community at Boynton Beach, features 235
duplexes and single-family residences priced from $122,000 to $189,000.
Residents of this community will share Palm Isles multi-million dollar
clubhouse, spa, and tennis courts, plus enjoy the convenience of a satellite
swimming pool and sun deck within Palm Isles West.

     CYPRESS WOODS is a single-family home community located at Lake Worth and
consists of 152 luxury single-family homes.  Prices are from $150,000 to
$185,000.  Recreational facilities include a private family park area with
basketball, tennis courts and a play area for children.

     SUMMER CHASE is a community for active adults located at Lake Worth.  The
community features 221 single-family residences with two-car garages.  The
price range is from $142,000 to $176,000.  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 at Palm City/Stuart.  The residences range in price
from $110,000 to $117,000.  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.

     SANDPIPER ISLES is a 140 home neighborhood of luxury 3 bedroom, 2 bath
coach homes surrounded by lakes and preserves, priced from the low $200's and
luxury 3 bedroom, 3 1/2 bath mid-rise condominiums, priced from the mid 200's,
all with private social clubhouse, lakeside pool and gated entry, located in
Bonita Springs, Florida.

     SANDPIPER GREENS is a neighborhood of 60 3 bedroom, 2 bath garden mid-rise
residences near luxury country club clubhouse, priced from the low to mid
$200's, located in Bonita Springs, Florida.

     ORIOLE AT STONECREST is an active adult community of 2 and 3 bedroom
single-family homes and villas, priced from $80,000 to $120,000, offering
championship golf, social recreational clubhouse with pool, located in Marion
County close to Ocala, Florida.


                                       8


<PAGE>   10


CONSTRUCTION
     The Company acts as the general contractor for the construction of its
developments except in the Bonita Springs projects.  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 the subcontractor to complete
construction at a fixed price.  Agreements with the Company's subcontractors
are generally entered into after competitive bidding.  The Company does not
have any long-term contractual commitments with any of its subcontractors.

     The Company generally constructs single-family homes only after the
execution of a sales contract.  The Company attempts to minimize cancellations
by requiring a down payment and qualifying its customers for mortgage approval
prior to commencement of construction.

     The Company offers a variety of options for each of its homes.  These
options permit buyers to customize their homes and permit the Company to offer
variations on standard models while maintaining the efficiencies of a
production builder.  The Company believes the availability of these options
increases the appeal of the Company's homes and makes them suitable to the
needs of a wide variety of buyers.

     At December 31, 1995, the Company employed approximately 76 people in the
construction operation.  Most construction materials are obtained by
subcontractors and are readily available from numerous sources.  The Company
has not experienced any material delays in construction due to shortages of
materials or labor, however, the fact that there has been a significant
increase in construction activities in Southeast Florida could result in the
Company or its subcontractors experiencing shortages in the labor market.


MARKETING AND SALES
     The Company sells its homes through sales managers and independent
commissioned salespersons, who typically work in model sales centers or from
sales offices located in model homes and condominiums in the Company's
communities.  The Company also cooperates with independent real estate brokers.
The Company trains sales personnel on the availability of financing,
construction schedules, marketing and advertising plans.  The Company's sales
and marketing organization consists of approximately 49 Company employees and
sales personnel, all of whom are licensed real estate agents in the State of
Florida.  The concentration of the Company's projects in southeast Florida
permits the Company to engage salespersons on a long-term, rather

                                       9


<PAGE>   11

than a project-by-project basis, which management believes results in reduced
training costs and a more motivated sales force with extensive knowledge of the
Company's operating policies and housing products.

     The Company advertises in newspapers and magazines, by direct mail and on
billboards.  In fiscal 1995, the Company's aggregate advertising costs were
approximately $1.8 million.  The Company maintains model homes and condominiums
in all its communities, and management believes that these model units play a
particularly important role in the Company's marketing efforts.  The Company
expends a significant effort in creating an attractive atmosphere at its
models, where interior decorations are based upon the lifestyles of the target
buyers.


COMPETITION AND MARKET FACTORS
     The development and sales of residential properties is highly competitive
and fragmented.  The Company competes on the basis of a number of interrelated
factors, including location, reputation, amenities, design, quality and price,
with numerous large and small builders.  Some of these competing builders have
nationwide operations and greater financial resources.  The Company's
products must also compete with resales of existing homes and condominiums
and available rental housing. Management believes that the Company's primary
competitive strengths have been (i) satisfied customers who provide a continual
source of referrals, (ii) its ability to offer quality residences with certain
customized features at a wide range of prices, (iii) the location of its
communities, and (iv) its reputation for service, innovative design and value
pricing.

     The Company maintains a strong position in the active adult community
marketed in southeast Florida and has been the leading builder of condominiums
in Palm Beach County in each of the last five years.  The Company focuses on
providing a high-quality, active lifestyle for adults.  The Company also
believes that the high capital costs required to develop a community with
substantial amenities effectively limits the number of competitors in the
active adult market.
     The housing industry is cyclical and is affected by consumer confidence
levels, prevailing economic conditions and interest rates.  A variety of other
factors affect the housing industry and the demand for new homes, including the
availability and increase in the cost of labor and materials, changes in costs
associated with home ownership, such as increases in property taxes and energy
cost, changes in consumer preferences, demographic trends and the availability
of mortgage financing programs.




                                       10


<PAGE>   12


CUSTOMER FINANCING

     The Company works with a number of mortgage lenders to provide home buyers
with a variety of conventional mortgage financing programs.  By making
available a variety of attractive mortgage programs, the Company is able to
better coordinate and expedite the entire sales transaction by ensuring that
mortgage commitments are obtained and that closings take place on a timely and
efficient basis.  In 1995, approximately 61 percent of Oriole's sales of homes
and condominiums were cash sales.

RENTAL APARTMENTS

     The Company owns 480 rental units known as The Pier Club, in Miramar,
Florida.  The Company also rents an additional 71 units in other developments.
The Company rents these apartments, typically under one-year leases.  The
Company's future plans do not presently include the construction of any
additional rental communities.

JOINT VENTURE WITH REGENCY HOMES

     As of December 31, 1995, Oriole had funded $5.6 million in a joint venture
with Regency Homes, Inc., a prominent builder of residential housing in South
Florida. The initial joint venture project, funded in 1993, involved the
development and construction of 108 single-family homes in southwest Broward
County in a development known as Silver Lakes and a second joint venture
approved for 1,100 units known as Regency Lakes was entered into in 1994.
Oriole Homes Corp. has purchased from the joint venture 145 sites for $3.3
million.

GOVERNMENT 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 including Broward
and Palm Beach counties, have imposed impact fees as a means of defraying the
costs of providing certain governmental services to developing areas.  The
amount of these impact fees has increased significantly during recent years.
Building codes in these counties require the use of specific construction
material which increase 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 their boundaries.  Counties and cities within the State of 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.  

                                       11


<PAGE>   13

To date, restrictive zoning laws 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 according to 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 such land for
the presence of hazardous or toxic materials, wastes, or substances.  The
Company has not been adversely affected to date by the presence or potential
presence of such materials.

     Certain permits and approvals will be required to complete the communities
currently being planned by the Company.  The ability to obtain necessary
permits and approvals is often beyond the Company's control and could restrict
or prevent the development of otherwise desirable property.  The length of time
necessary to obtain permits and approvals increases the carrying costs of
unimproved property.  In addition, the continued effectiveness of permits
already granted is subject to factors such as changes in policies, and the
interpretation and application of rules and regulations.
     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.  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 development projects in Palm Beach County have been found
to satisfy concurrency requirements.

     In recent years, regulation by federal and state authorities relating to
the sale and advertising of residential real estate has also become more
restrictive.  In order to advertise and sell condominiums in many
jurisdictions, the Company has been required to prepare registration statements
or other disclosure documents and, in some cases, to file such materials with
designated regulatory agencies.  The Company advertises its condominium units
in New York and New Jersey and prepares registration statements in connection
with sales in those states and in the State of Florida.


                                       12


<PAGE>   14

     The State of Florida requires that customer deposits be held in segregated
bank accounts.  As of December 31, 1995, the Company has posted bonds of $5.0
million and had entered into an escrow agreement with a bank and the State of
Florida that allows the Company to use customer deposits.  See Note J of Notes
to Consolidated Financial Statements.

EMPLOYEES

     The Company employs approximately 235 persons, of whom approximately 44
are executive and supervisory 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.

CORPORATE HEADQUARTERS
     The Company rents 22,500 square feet of space in a two-story office
building.  The lease expires January 1, 1998.  See Note O of Notes to
Consolidated Financial Statements.

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 HOLDER

     No matters were submitted to security holders during the 4th quarter.  The
annual Meeting of Shareholders of the Registrant has been scheduled for May 16,
1996.  The Company will file its definitive proxy material pursuant to
Regulation 14, prior to April 30, 1996.

                                    PART II


ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
       SHAREHOLDER MATTERS

     Information required by this item is incorporated by reference to the
Registrant's 1995 Annual Report to Shareholders.




                                       13


<PAGE>   15


ITEM 6. SELECTED FINANCIAL DATA

     Information required by this item is incorporated by reference to the
Registrant's 1995 Annual Report to Shareholders.

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


OVERVIEW

     General. The following table sets forth for the periods indicated certain
items of the Company's Consolidated Financial Statements expressed as a
percentage of the Company's total revenues:


<TABLE>
<CAPTION>

-----------------------------------------------------------------------
                         Percentage of Total Revenues
                          Years Ended December 31,
-----------------------------------------------------------------------
                                                 1993     1994     1995
                                                -----------------------
<S>                                             <C>      <C>      <C>
Sale of houses and condominiums                  92.7%    91.8%    89.3%
Sale of land                                      0.8      1.6      2.0
Other operating revenues                          3.4      2.8      3.7
Interest, rentals and other income                3.1      3.6      4.8
Gain on sale of property and land held for
investment, net                                     -      0.2      0.2
Selling, general and administrative expenses     15.1     13.6     18.9
Net income (loss)                                 2.5      3.4    (14.3)
-----------------------------------------------------------------------
</TABLE>

     Backlog. The following table sets forth the Company's backlog at December
31, 1993, 1994 and 1995.

<TABLE>
<CAPTION>
-----------------------------------------------------------
December 31,   Number of Units       Aggregate Dollar Value
-----------------------------------------------------------
<S>                 <C>                   <C>
1993                257                   $39,355,000
1994                143                   $29,348,000
1995                193                   $35,349,000
-----------------------------------------------------------
</TABLE>

     The Company's backlog generally represents units under contract for which
a full deposit has been received, any statutory rescission right has expired,
and in the case of a borrower, such borrower has been qualified for a mortgage
loan. The Company generally fills all backlog within twelve months. The Company
estimates that the period between receipt of a sales contract and delivery of
the completed home to the purchaser is four to eight months. The Company's
backlog historically tends to increase between January and May. Trends in the
Company's backlog are subject to change from period to period for a number of
economic conditions including consumer confidence levels, interest rates and
the availability of mortgages.

                                       14


<PAGE>   16


RESULTS OF OPERATIONS YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED
DECEMBER 31, 1994

     The Company's revenues from home sales decreased $36.7 million (or 33.3%)
during the calendar year 1995 as compared to the same period in 1994.  The
Company delivered 433 homes in 1995 compared to 775 in 1994, with an increase
of 19.3% in the average selling price of homes delivered (from $142,100 to
$169,500).  The increase in the average selling price per home is primarily the
result of the Company's entry into an upscale condominium community where the
average selling price is $565,000 and a single family home community where the
average selling price is $272,000.  The decrease in home sales is believed to
be the result of resistance to higher home prices that were precipitated by
increases in material costs and by new building codes requiring greater
hurricane protection.  Also, resales were weak thoughout the country which
negatively affected the ability of the Company's prime customers, active
adults, to sell their present homes and use those funds to purchase retirement
homes in Florida.

     The number of new contracts signed (483) and the aggregate dollar value of
these new contracts ($79.4 million) decreased in 1995 from 661 and $100.1
million in 1994.

     The Company's backlog has increased from $29.3 million at December 31,
1994 to $35.3 million as of December 31, 1995.  A decrease in interest rates
in the second half of 1995 contributed to a larger number of new sales
contracts received by the Company and this trend has continued in early 1996
and is expected to remain through 1996.

     Other operating revenues decreased to $3.1 million during 1995 from $3.4
million in 1994 primarily as a result of higher vacancies in the rental units
project.  Interest, rentals and other income decreased to $4.0 million from
$4.3 million in 1994.

     Cost of home sales decreased to $62.2 million in 1995 from $91.8 million
in 1994 as a result of a decrease in the dollar volume of homes delivered.  As
a percentage of home sales, cost of home sales increased to 84.8% from 83.4%
due to increased competition, the absorption of higher construction costs and
the impact of higher previously capitalized interest.

     Selling, General and Administrative Expenses ("SG&A") decreased to $15.5
million in 1995 from $16.3 million in 1994, but as a percentage of total
revenues, these expenses increased to 18.9% from 13.6% in the same period of
1994.  Interest costs incurred in 1995 increased to $10.7 million from $10.4
million in 1994.

The Company incurred a net loss for the year ended December 31, 1995 of $11.8
million or $2.54 per share, after a non-cash pre-tax write down of $13.9
million as of December 

                                       15


<PAGE>   17

31, 1995, pertaining to the carrying cost of certain land inventory.  In
1994 the Company had a net income of $4.1 million or $.89 per share. The
write-down affects the carrying cost of land inventory for approximately 360
unsold housing units located in three developments originally purchased in 1989
and 1991.  Land inventories are carried at cost, plus accumulated development
and construction costs, including capitalized interest and real estate taxes. 
As these developments are among the Company's oldest and slower selling
projects, they have been materially affected by the accumulated cost
allocations.  As a result, the accumulated cost of this inventory was in excess
of its net realizable value. Results for 1995 also include a reduction of
$686,744 in the Company's reserve for construction defects, which reflects
unused warranty reserve related to finished projects.

RESULTS OF OPERATIONS YEAR ENDED DECEMBER 31, 1994 COMPARED TO YEAR ENDED
DECEMBER 31, 1993

     The Company's revenues from home sales increased $11.8 million (or 12.0%)
during the calendar year 1994 as compared to the same period in 1993. The
Company delivered 775 homes in 1994 compared to 771 in 1993, with an increase
of 11.5% in the average selling price of homes delivered (from $127,500 to
$142,100). The number of new contracts signed (661) and the aggregate dollar
value of those new contracts ($100.1 million) decreased in 1994 from 788 and
$108.2 million in 1993.

     Other operating revenues decreased to $3.4 million during 1994 from $3.6
million in 1993 due to a larger vacancy rate on our rental apartments.
Interest, rentals and other income increased to $4.3 million in 1994 from $3.3
million in 1993 due to the return on investment in joint ventures.

     Cost of home sales increased to $91.8 million in 1994 from $80.7 million
in 1993 as a result of an increase in the number of homes delivered. As a
percentage of home sales, cost of home sales increased to 83.4% from 82.1%.

     Selling, General and Administrative expenses ("SG&A") increased to $16.3
million in 1994 from $16.0 million in 1993, but as a percentage of total
revenues, these expenses decreased to 13.6% from 15.1% in the same period of
1993.  The Company's interest cost incurred in 1994 was $10.4 million as
compared to $10.2 million the same period in 1993.

     Net income increased $1.5 million in 1994 or 56.6% over 1993.  As a
percentage of total revenues, the 1994 net income increased to 3.4% as compared
to 2.5% in 1993, which reflected an extraordinary item in 1993 of $999,288 net
of taxes, from the write-off of unamortized debentures and loan costs.



                                       16

<PAGE>   18

LIQUIDITY AND CAPITAL RESOURCES

     The Company's financing needs depend primarily upon sales volume, asset
turnover, land acquisition and inventory balances.  The Company has financed
its working capital needs through funds generated by operations, borrowings and
the periodic issuance of common stock.

     On January 13, 1993, the Company issued $70.0 million of its 12 1/2%
Senior Notes ("Notes") due January 15, 2003.  The 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% on or after January 15, 2001.  The indenture
under which the Notes were issued requires sinking fund payments of $17.5
million on January 15, 2001 and January 15, 2002.  The indenture 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 dividends.
At December 31, 1995, dividend payments are restricted and will be restricted
until the Company posts cumulative net income in excess of $20.5 million.

     The Company had, as of December 31, 1995, a $15.0 million revolving line
of credit of which $6.5 million was available at a rate of prime plus 1.5%,
which expires July 1, 1997.  On January 12, 1996 this line was increased to
$20.0 million.  This line is secured by assets aggregating not less than 2
times the amount of the line and in addition to typical restrictions and
covenants the Company must:

     a) maintain a consolidated tangible net worth of not less than $60.0
        million.

     b) The issuance of additional debt is restricted by covenants in the
        agreement.

     This line can be used to finance ongoing development, construction of
residential real estate and other short-term capital needs.

     The Company had outstanding an aggregate balance of approximately $15.0
million of purchase money mortgages at interest rates from 8.875% - 11.75%
which are collateralized by land and buildings.  Of these mortgages, $.7
million is due in 1996 and $14.3 million are payable in 2003.

     The Company as of February 29, 1996 has borrowed the maximum amounts
allowed under its line of credit ($20.0 million).  While the Company does not
have any current commitments for capital expenditures, it may be necessary in
1996 to sell certain of the Company's assets to provide adequate cash flow to
finance its home building activities and meet its debt service.  The Company
has entered into negotiations for the sale of certain assets which, if closed,
may result in aggregate sales of approximately 


                                       17

<PAGE>   19
$10.0 million on or prior to June 30, 1996.  The Company is also anticipating
the receipt of an income tax refund of $1.4 million.  The consummation of these
transactions will alleviate the current cash flow situation.  Additional asset
sales may occur in the second half of 1996 which would also improve cash flow.


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 significantly affect the affordability and availability of permanent
mortgage financing to prospective purchasers. Inflation also increases the
Company's 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.  In some part, these reduced margins are the
result of the Company being unable to raise selling prices and pass on
increased construction costs.  There is no assurance that inflation will not
have a material adverse impact on the Company's future results of operations.


ACCOUNTING METHODS

     The Company will be required to apply the provisions of Statement of
Financial Accounting Standards No. 121 ("SFAS 121"), "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of."
SFAS 121 establishes guidance for when to recognize and how to measure
impairment losses of long-lived assets and certain identifiable intangible
assets.  The Company will be required to implement this standard in its fiscal
year 1996.  Management does not expect the implementation of SFAS 121 to have a
material effect on the Company's financial position or results of operations.

     The Company will also be required to apply the provisions of Statement of
Financial Accounting Standards No.123 ("SFAS No.123"), "Accounting for
Stock-Based Compensation."  The Company will be required to present additional
disclosures regarding the fair value of stock options.  The Company will be
required to implement this standard in fiscal year 1996.  The Company does not
expect the implementation of SFAS No.123 to have a material effect on the
Company's financial position or results of operations.


                                       18
<PAGE>   20

              ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                      ORIOLE HOMES CORP. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

                                  DECEMBER 31,

<TABLE>
<CAPTION>
                                    ASSETS                                     

                                                              1995          1994  
                                                          ------------  ------------  
<S>                                                       <C>           <C>           
Cash and cash equivalents                                 $  3,275,615  $ 14,609,489

Receivables
   Mortgage notes (Note B)                                     280,562     1,098,688
   Due at closing                                              114,700       167,609
   Income taxes (Note I)                                     1,660,846             -
                                                          ------------  ------------
                                                             2,056,108     1,266,297
                                                          ------------  ------------
Inventories (Notes A and C)
   Land                                                    103,435,218   112,721,638
   Houses and condominiums completed or under
    construction                                            48,306,006    40,497,339
   Model houses and condominiums                             3,386,194     2,199,908
                                                          ------------  ------------
                                                           155,127,418   155,418,885
   Less estimated costs of completion included
    in inventories                                          23,699,916    28,592,120
                                                          ------------  ------------
                                                           131,427,502   126,826,765
                                                          ------------  ------------

Property and equipment (at cost) (Notes A, H and O)
   Land                                                      7,168,046     7,170,113
   Buildings                                                22,283,655    22,473,045
   Furniture, fixtures and equipment                         5,445,387     5,432,784
                                                          ------------  ------------
                                                            34,897,088    35,075,942
   Less accumulated depreciation                            10,892,078    10,447,207
                                                          ------------  ------------
                                                            24,005,010    24,628,735
                                                          ------------  ------------
Other
   Prepaid expenses                                          2,378,932     1,990,535
   Unamortized debt issuance costs                           2,098,760     2,277,529
   Investment in and advances to joint ventures (Note E)     5,625,000     7,000,000
   Land held for investment (at cost)                        3,001,783     2,996,901
   Deferred income taxes (Note I)                              458,375             -
   Other assets                                              5,151,232     3,061,755
                                                          ------------  ------------
                                                            18,714,082    17,326,720
                                                          ------------  ------------
              Total assets                                $179,478,317  $184,658,006
                                                          ============  ============
</TABLE>


The accompanying notes are an integral part of these statements.


                                      19
<PAGE>   21

                     ORIOLE HOMES CORP. AND SUBSIDIARIES

                         CONSOLIDATED BALANCE SHEETS

                                DECEMBER 31,

                    LIABILITIES AND SHAREHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                         1995           1994         
                                                     ------------   ------------     
  <S>                                                 <C>            <C>             
  Liabilities                                                                        
     Line of credit (Note G)                          $ 8,500,000    $         -     
     Mortgage notes payable (Note H)                   15,041,573     17,419,250     
     Accounts payable                                   7,328,804      6,464,417     
     Dividends payable                                          -        993,409     
     Customer deposits (Note J)                         6,072,046      4,975,199     
     Accrued expenses and other liabilities (Note K)    8,393,132      7,820,330     
     Deferred income taxes (Note I)                             -      1,104,706     
     Senior notes (Note L)                             66,481,313     66,457,682     
                                                     ------------   ------------     
            Total liabilities                         111,816,868    105,234,993     
                                                     ------------   ------------     
                                                                                     
                                                                                     
  Shareholders' equity (Notes L, M and N)                                            
     Class A common stock, $.10 par value                                            
        Authorized - 10,000,000 shares                                               
        Issued - 1,891,249 in 1995 and                                               
        1,893,349 in 1994                                 189,125        189,335     
     Class B common stock, $.10 par value                                            
        Authorized - 10,000,000 shares                                               
        Issued - 2,734,275 in 1995 and                                               
        2,732,175 in 1994                                 273,428        273,218     
                                                                                     
     Additional paid-in capital                        19,267,327     19,267,327     
                                                                                     
     Retained earnings                                 47,931,569     59,693,133     
                                                     ------------   ------------     
       Total shareholders equity                       67,661,449     79,423,013     
                                                     ------------   ------------     
       Total liabilities and shareholders' equity    $179,478,317   $184,658,006     
                                                     ============   ============     
</TABLE>


                                       20
<PAGE>   22

                      ORIOLE HOMES CORP. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                            YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                                       1995          1994         1993
                                                   ------------  ------------  -----------
<S>                                                <C>            <C>          <C>
Revenues
  Sales of houses and condominiums                 $ 73,409,093  $ 10,116,572  $98,302,003
  Sales of land                                       1,610,441     1,959,779      891,041
  Other operating revenues                            3,070,455     3,365,024    3,600,196
  Gain on sales of property and land held for                     
   investment, net                                      173,619       202,374       42,258
  Interest, rentals and other income (Note O)         3,972,662     4,333,548    3,260,305
                                                   ------------  ------------  -----------
                                                     82,236,270   119,977,297  106,095,803
                                                   ------------  ------------  -----------
                                                                  
Costs and expenses                                                                          
  Cost of houses and condominiums sold               62,232,488    91,778,577   80,682,884  
  Non-recurring write-down of inventory (Note C)      13,917,02             -            -  
  Cost of land sold                                   1,384,516     1,726,119      772,020  
  Costs relating to other operating revenues          3,180,214     2,804,767    2,517,756  
  Selling, general and administrative                                                       
   expenses                                          15,532,512    16,313,685   16,001,923  
  Interest costs incurred                            10,653,413    10,430,616   10,154,739  
  Interest capitalized (deduct)                      (9,898,999)   (9,736,452)  (9,997,908) 
                                                   ------------  ------------  -----------     
                                                                  
                                                     97,001,169   113,317,312  100,131,414
                                                   ------------  ------------  -----------     
                                                                  
Income (loss) before provision for (benefit                       
 from) income taxes and extraordinary                             
 charge                                             (14,764,899)    6,659,985    5,964,389
                                                                  
Provision for (benefit from) income taxes                         
 (Note I)                                            (3,003,335)    2,523,065    2,324,023
                                                   ------------  ------------  -----------     
                                                                  
            Income (loss) before extra-                           
             ordinary charge                        (11,761,564)    4,136,920    3,640,366
                                                                  
Extraordinary charge - loss on early retire-                      
 ment of debt, net of income taxes                            -             -     (999,288)
                                                   ------------  ------------  -----------     
                                                                  
            Net income (loss)                      $(11,761,564) $  4,136,920  $ 2,641,078
                                                   ============  ============  ===========
                                                                  
Net income (loss) per common share before                         
 extraordinary charge                              $      (2.54) $        .89  $       .79
                                                                  
Extraordinary charge                                         -              -         (.22)
                                                   ------------  ------------  -----------     
                                                                  
Net income (loss) per Class A and Class B                         
 common share                                      $      (2.54)  $       .89  $       .57
                                                   ============   ===========  ===========
</TABLE>



The accompanying notes are an integral part of these statements.


                                      21

<PAGE>   23

                      ORIOLE HOMES CORP. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                            YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                                                 1995            1994             1993      
                                                            -------------     -----------      ------------   
<S>                                                         <C>               <C>             <C>          
Increase (decrease) in cash                                                                                
                                                                                                           
Cash flows from operating activities                                                                       
    Net income (loss)                                       $ (11,761,564)    $ 4,136,920     $  2,641,078   
    Adjustments to reconcile net income (loss) to net cash                                                 
     (used in) provided by operating activities                                                            
        Depreciation                                            1,258,516       1,234,118        1,265,836    
        Amortization                                              437,006         474,897          333,062      
        Deferred income taxes                                  (1,563,081)        382,344          (11,748)     
        Gain on sales of  property and equipment and                                                       
         other assets                                            (173,619)       (202,374)         (42,258)     
        Loss on early retirement of debt                                -                        1,602,194    
    Changes in assets and liabilities                                                                      
        (Increase) decrease in receivables                       (789,811)        356,362          250,624      
        (Increase) decrease in inventories                     (4,596,546)      1,575,418      (10,058,507) 
        (Increase) in other assets                             (2,477,874)     (2,512,938)        (650,765)    
        Increase (decrease) in accounts payable                   864,387         (43,474)       1,256,048    
        Increase (decrease) in customer deposits                1,096,847      (1,116,371)       1,110,379    
        Increase (decrease) in accrued expenses                                                            
         and other liabilities                                    572,802        (113,292)       3,773,250    
                                                             ------------     -----------     ------------
                Total adjustments                              (5,371,373)         34,690       (1,171,885)
                                                             ------------     -----------     ------------
                Net cash (used in) provided by
                 operating activities                         (17,132,937)      4,171,610        1,469,193
                                                             ------------     -----------     ------------

Cash flows from investing activities
    Return of (investment in) joint ventures                    1,375,000      (3,500,000)      (3,500,000)
    Land held for investment                                       (4,882)       (205,451)               -
    Capital expenditures                                       (1,212,533)       (702,466)        (416,120)
    Proceeds from sales of property and equipment                 747,170         780,966          152,771
                                                             ------------     -----------     ------------
                Net cash provided by (used in) investing
                 activities                                       904,755      (3,626,951)      (3,763,349)
                                                             ------------     -----------     ------------

Cash flows from financing activities
    Proceeds from mortgage notes                                  345,508       3,444,962                -
    Payment of mortgage notes                                  (2,723,185)       (425,191)            (160)
    Borrowings under line of credit agreement                  20,500,000       9,500,000          196,317
    Repayments under line of credit agreement                 (12,000,000)     (9,596,317)     (13,100,000)
    Payment of term loan                                                -               -      (22,000,000)
    Repurchase of debentures                                            -               -      (18,563,000)
    Proceeds from issuance of 12 1/2% senior notes                      -               -       68,069,400
    Repurchase of senior notes                                   (126,000)     (1,910,000)               -
    Issuance costs                                               (108,606)        (75,000)      (2,681,514)
    Dividends paid                                               (993,409)     (1,524,156)      (1,918,458)
                                                             ------------     -----------     ------------
                Net cash provided by (used in) financing
                 activities                                     4,894,308        (585,702)      10,002,585
                                                             ------------     -----------     ------------
Net (decrease) increase in cash                               (11,333,874)        (41,043)       7,708,429

Cash and cash equivalents at beginning of year                 14,609,489      14,650,532        6,942,103
                                                             ------------     -----------     ------------

Cash and cash equivalents at end of year                     $  3,275,615     $14,609,489     $ 14,650,532
                                                             ============     ===========     ============

Supplemental disclosures of cash flow information
Cash paid during the year for:
    Interest (net of amount capitalized)                     $   610,777      $   624,828     $          -
    Income taxes                                             $   643,049      $ 3,268,315     $  1,501,243

</TABLE>

The accompanying notes are an integral part of these statements.


                                       22

<PAGE>   24
 
                      ORIOLE HOMES CORP. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993



<TABLE>

                                              Common Stock                          
                               ----------------------------------------             
                                      Class A             Class B         Additional             
                               -------------------  -------------------    Paid-in      Retained 
                                 Shares    Amount     Shares    Amount     Capital      Earnings
                               ---------  --------  ---------  --------  -----------  ------------
<S>                            <C>        <C>       <C>        <C>       <C>           <C>
Balance at January 1,1993      1,895,564  $189,557  2,729,960  $272,996  $19,267,327   $57,351,158

Net income for 1993                    -         -          -         -            -     2,641,078

Stock conversion                     (15)       (2)        15         2            -             -

Cash dividends
    Class A common stock $.55
     per share                         -         -          -         -            -    (1,042,555)
    Class B common stock $.60
     per share                         -         -          -         -            -    (1,637,981)
                               ---------  --------  ---------  --------  -----------   -----------
Balance at December 31,1993    1,895,549   189,555  2,729,975   272,998   19,267,327    57,311,700

Net income for 1994                    -         -          -         -            -     4,136,920

Stock conversion                  (2,200)     (220)     2,200       220            -             -

Cash dividends
    Class A common stock $.35
     per share                         -         -          -         -            -      (663,002)
    Class B common stock $.40
     per share                         -         -          -         -            -    (1,092,485)
                               ---------  --------  ---------  --------  -----------  ------------
Balance at December 31, 1994   1,893,349   189,335  2,732,175   273,218   19,267,327    59,693,133

Net loss for 1995                      -         -          -         -            -   (11,761,564)

Stock conversion                  (2,100)     (210)     2,100       210            -             -
                               ---------  --------  ---------  --------  -----------  ------------
Balance at December 31, 1995   1,891,249  $189,125  2,734,275  $273,428  $19,267,327  $ 47,931,569
                               =========  ========  =========  ========  ===========  ============
</TABLE>



The accompanying notes are an integral part of these statements.

                                       23

<PAGE>   25

                      ORIOLE HOMES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER
 INFORMATION

   Principles of Consolidation

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

   Operations

   The Company, a Florida corporation, is engaged principally in the design,
   construction, marketing and sale of single and multi-family residential
   homes (including condominiums) primarily in southeast (Palm Beach, Broward
   and Martin Counties) Florida. The Company also has developments in Naples
   and Ocala, Florida.

   Revenue Recognition

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

   Inventories

   Inventories are carried at cost, plus accumulated development and
   construction costs (including capitalized interest and real estate taxes).
   House and condominium inventories which are completed and being held for
   sale aggregate approximately $13,275,000 in 1995 and $12,152,000 in 1994.
   The accumulated costs of land, houses and condominiums are not in excess of
   estimated net realizable value. Estimated net realizable value is based upon
   sales achieved and backlog in the normal course of business less estimated
   cost to complete and dispose of the property. The Company's management, on
   an on-going basis, reviews individual projects in inventory for impairment.

   Interest Capitalization

   The Company follows the practice of capitalizing certain interest costs
   incurred on land under development and houses and condominiums under
   construction.  Such capitalized interest is included in cost of house and
   condominium sales when the units are delivered.  During the years 1995,
   1994, and 1993 respectively, the Company capitalized interest in the
   amount of $9,898,999, $9,736,452 and $9,997,908 and expensed as a component
   of cost of goods sold $6,270,173, $9,313,121 and $10,036,456.


                                       24

<PAGE>   26

                      ORIOLE HOMES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

   Depreciation

   The Company provides for depreciation of property and equipment by the
   straight-line and accelerated methods 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

        Debt Issuance Costs and Unamortized Discount

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

   Cash Equivalents

   Cash equivalents consist of highly liquid investments with maturities of
   three months or less when purchased.

   Concentration of Credit Risk

   The Company's cash and cash equivalents are placed mainly with one
   institution with a high credit rating.  The carrying amount approximates
   fair value due to the short maturity of these instruments.

   Net Income Per Share

   Earnings (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 shares in 1995, 1994 and 1993.

   Advertising

   The Company expenses advertising costs as incurred, except for sales
   brochures and site plans which are accounted for in "Other Assets."  Sales
   brochures and site plans are expensed as the materials are used or
   distributed to customers. Advertising expense for the years ended December
   31, 1995, 1994 and 1993 was $1,411,412, $1,713,158 and $1,989,756,
   respectively.
                                                                     (continued)



                                       25
<PAGE>   27

                      ORIOLE HOMES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

   Estimates

   In preparing financial statements in conformity with generally accepted
   accounting principles, management makes estimates and assumptions (i.e.
   estimated costs to complete for construction inventory or estimated net
   realizable value) 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 those estimates.

   Income Taxes

   The Company accounts for income taxes under the asset and liability method.
   Deferred tax assets and liabilities are recognized for future tax
   consequences attributable to differences between the financial statement
   carrying amounts of existing assets and liabilities and their respective tax
   bases.  Deferred tax assets and liabilities are measured using enacted tax
   rates expected to apply to taxable income in the years in which those
   temporary differences are expected to be recovered or settled.

   Financial Statement Reclassification

   Certain amounts reflected in the consolidated financial statements for the
   year ended December 31, 1994 have been reclassified to conform to the
   presentation for the year ended December 31, 1995.

NOTE B - MORTGAGE NOTES

   First and second mortgage notes receivable bear interest at rates ranging
   from 7% to 10%. The Company's receivables are primarily mortgages which are
   collateralized by real estate. Minimum payments required on the first and
   second mortgage notes in each of the five years subsequent to December 31,
   1995 are:  1996 - $3,546; 1997 - $3,844; 1998 - $4,167; 1999 - $266,234 and
   2000 - $2,771.

NOTE C - SPECIAL CHARGE

   The Company recorded, in the fourth quarter, a non-recurring charge of
   $13,917,025 ($11,079,381, net of tax benefit, or $2.40 per common share)
   related to the write-down of certain land inventory to its estimated net
   realizable value.  The write-down pertains to land inventory for
   approximately 360 unsold housing units located in three developments. These
   three developments were originally purchased in 1989 and 1991.


                                       26
<PAGE>   28

                      ORIOLE HOMES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE D - LIFE INSURANCE

   The Company purchased life insurance on the lives of two of its officers and
   their spouses (officers) who own significant shares of common stock of the
   Company.  An irrevocably designated trustee of the officers is the
   beneficiary.  The accumulated premiums on the above policies during the years
   ended December 31, 1995 and 1994 were $641,352 and $427,568, respectively,
   and are classified as other assets.

   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.

   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 E - INVESTMENT IN AND ADVANCES TO JOINT VENTURES

   The Company entered into three joint venture agreements during 1995 and
   1994. The first two joint ventures construct and sell homes. The third joint
   venture provides mortgage financing for the Company's home sales. The joint
   ventures are accounted for using the cost method.  The Company's investment
   and advances are as follows:

<TABLE>
<CAPTION>
                                      1995        1994
                                   ----------  ----------
                       <S>         <C>         <C>
                       Advances    $        -  $1,350,000
                       Investment   5,625,000   5,650,000
                                   ----------  ----------
                                   $5,625,000  $7,000,000
                                   ==========  ==========
</TABLE>


                                       27

<PAGE>   29

                      ORIOLE HOMES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE F - MORTGAGE SUBSIDIARY

      South Florida Residential Mortgage Company (SFRMC), a wholly-owned
      subsidiary of the Company, provides mortgage financing services.
      Summarized financial information for SFRMC is as follows:

<TABLE>
<CAPTION>
                                                          1995      1994
                                                       ---------  --------
      <S>                                              <C>        <C>
         Assets
            First mortgage notes receivable            $       -  $513,465
            Other assets                                  43,058    20,645
            Due from parent company                      848,940   414,875
                                                       ---------  --------
                  Total assets                         $ 891,998  $948,985
                                                       =========  ========

         Liabilities and shareholder's equity
            Other liabilities                          $   6,735  $ 29,787
            Shareholder's equity                         885,263   919,198
                                                       ---------  --------
                  Total liabilities and shareholder's
                   equity                              $ 891,998  $948,985
                                                       =========  ========

         Revenues                                      $  50,138  $293,734
         Expenses                                        104,547   264,720
                                                       ---------  --------
                  Income (loss) before provision
                   for (benefit from) income taxes       (54,409)   29,014

         Provision for (benefit from) income taxes       (20,474)   10,918
                                                       ---------  --------
                  Net income (loss)                    $ (33,935) $ 18,096
                                                       =========  ========
</TABLE>

NOTE G - LINE OF CREDIT

   A revolving loan agreement (line of credit) with a bank, collateralized by
   land, provides up to $15,000,000 of borrowings, of which $6,500,000 is
   available at December 31, 1995, at an interest rate of prime plus 1.5%.  On
   January 12, 1996, the line of credit was increased to $20,000,000.  The
   agreement expires July 1, 1997.

   The line of credit can be used to finance ongoing development and
   construction of residential real estate and short-term capital needs and
   will only require monthly interest payments.  The credit agreement has no
   compensating balance arrangements and contains typical restrictions and
   covenants, the most restrictive of which include the following:

      a.   The Company shall maintain, at all times through the
           life of the loan, its consolidated tangible net worth at not
           less than $60,000,000.
      b.   The Company's ability to incur additional debt is
           restricted by covenants in the agreement.
                                                                    (continued)


                                       28

<PAGE>   30

                      ORIOLE HOMES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE G - LINE OF CREDIT - Continued

   Average interest rates and balances outstanding, for revolving lines of
   credit payable to banks, based on a weighted average are as follows:

<TABLE>
<CAPTION>
                                                     1995                   1994                   1993
                                                 -----------             ----------             -----------
   <S>                                         <C>                     <C>                    <C>
   Daily average outstanding
     borrowings                                $ 7,045,000             $1,805,944             $ 2,962,230

   Average interest rate during the
     period                                            8.2%                   8.6%                    6.2%

   Interest rate at the end
     of the period                                    10.0%                  10.0%                    7.5%

   Maximum outstanding during the
     year                                      $12,500,000             $7,010,000             $35,000,000

</TABLE>

NOTE H - MORTGAGE NOTES PAYABLE

     Mortgage notes payable at December 31, 1995 and 1994, are summarized as 
     follows:

<TABLE>
<CAPTION>
                                                                       1995                         1994
                                                                    ----------                   ----------
     <S>                                                            <C>                          <C>
     Mortgage note, interest at 8.875%, requires
     monthly interest payments of $51,031 with
     principal balance due on February 1, 1996;
     collateralized by land, buildings and
     equipment (1)                                                  $6,900,000                   $6,900,000

     Mortgage note, interest at 9.2%, requires
     monthly payments of $63,965, including
     interest, matures on February 1, 1996;
     collateralized by land, buildings, equipment
     and rents (1)                                                   7,446,065                    7,499,304

     Mortgage note, interest at 10%, requires
     monthly payments of $25,766, including
     interest, matured on July 1, 1995;
     collateralized by land                                                  -                    2,669,946
</TABLE>

                                                                     (continued)



                                       29

<PAGE>   31

                      ORIOLE HOMES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE H - MORTGAGE NOTES PAYABLE - Continued

<TABLE>
<CAPTION>
                                                    1995        1994
                                                -----------  -----------
       <S>                                      <C>          <C>
       Mortgage note, interest at prime plus
       3.25%, requires interest with principal
       payments as land is sold, matures
       May 31, 1996; collateralized by land     $   695,508  $   350,000
                                                -----------  -----------
                                                $15,041,573  $17,419,250
                                                ===========  ===========
</TABLE>

      (1)  On February 20, 1996, the Company consolidated and
           refinanced the mortgage notes under the following terms:
           maturity date of March 1, 2003; interest rate at 7.15%;
           monthly principal and interest payment of $91,696.

NOTE I - INCOME TAXES

   Deferred income taxes and benefits are provided for significant income and
   expense items recognized in different years for tax and financial reporting
   purposes.  Temporary differences which give rise to significant deferred tax
   assets (liabilities) follow:

<TABLE>
<CAPTION>
                                                      1995         1994
                                                  -----------  ------------
     <S>                                          <C>          <C>
     State net operating loss carryforward        $   310,986  $          -
     Inventory write-down adjustment                5,232,802             -
     Warranties on houses and condominiums            770,245       925,592
     Percentage of completion                         174,878       342,490
     Uniform cost capitalization                      184,757       178,463
                                                  -----------  ------------
              Total deferred tax assets, before
               valuation allowance                  6,673,668     1,446,545

     Less:  valuation allowance                     2,706,144             -
                                                  -----------  ------------
              Total deferred tax assets, net of
               valuation allowance                  3,967,524     1,446,545
                                                  -----------  ------------
     Installment sales                                      -       (13,990)
     Deferred expenses                             (3,333,765)   (2,315,641)
     Accelerated depreciation                        (175,384)     (221,620)
                                                  -----------  ------------
              Total deferred tax liabilities       (3,509,149)   (2,551,251)
                                                  -----------  ------------
              Net deferred tax asset (liability)  $   458,375  $ (1,104,706)
                                                  ===========  ============
</TABLE>


                                                                    (continued)


                                       30
<PAGE>   32

                      ORIOLE HOMES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE I - INCOME TAXES - Continued

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

<TABLE>
<CAPTION>
                                           Current      Deferred       Total
                                        ------------  ------------  -----------
   <S>                                  <C>           <C>           <C> 
   Year Ended December 31, 1995,
      Federal                           $ (1,440,254) $ (1,582,344) $ (3,022,598)
      State                                        -        19,263        19,263
                                        ------------  ------------  ------------
                                        $ (1,440,254) $ (1,563,081) $ (3,003,335)
                                        ============  ============  ============

   Year Ended December 31, 1994,
      Federal                           $  1,848,612  $    305,537  $  2,154,149
      State                                  292,109        76,807       368,916
                                        ------------  ------------  ------------
                                        $  2,140,721  $    382,344  $  2,523,065
                                        ============  ============  ============

   Year Ended December 31, 1993,
      Federal                           $  1,478,474  $     (3,500) $  1,474,974
      State                                  254,391        (8,248)      246,143
                                        ------------  ------------  ------------
                                        $  1,732,865  $    (11,748) $  1,721,117
                                        ============  ============  ============

</TABLE>

The reasons for the difference between the total tax expense and the amount
computed by applying the statutory federal income tax rate to income before
income taxes are as follows:

<TABLE>
<CAPTION>
                                            1995          1994          1993
                                        ------------  ------------  ------------
   <S>                                  <S>           <C>           <C>
   Provision for (benefit from) taxes
    at statutory rates (34%)            $ (5,020,066) $  2,264,395  $  1,483,147

   State income taxes, net of federal
    tax benefit                             (811,999)      241,644       158,193

   Other                                     122,586        17,026        79,777
                                        ------------  ------------  ------------
         Tax expense (benefit), before
          valuation allowance             (5,709,479)    2,523,065     1,721,117

   Valuation allowance                     2,706,144             -             -
                                        ------------  ------------  ------------
         Net tax expense (benefit)      $ (3,003,335) $  2,523,065  $  1,721,117
                                        ============  ============  ============
</TABLE>



                                       31

<PAGE>   33

                      ORIOLE HOMES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE I - INCOME TAXES - Continued

   The Company has a Federal net operating loss carryback and a State net
   operating loss carryforward of $4,236,558.  The Federal net operating loss
   will be carried back and fully absorbed in 1992.  The State net operating
   loss carryforward expires in the year 2010.

   Deferred income tax provision results from temporary differences in the
   recognition of revenues and expenses for tax and financial statement
   purposes.  The sources of these differences are as follows:


<TABLE>
<CAPTION>
                                                      Years ended December 31,
                                              --------------------------------------
                                                 1995           1994         1993
                                              -----------     --------     ---------
<S>                                           <C>            <C>           <C>
Net effect of inventory write-down                                       
adjustment                                    $(5,232,802)   $       -     $       -
                                                                         
Net effect of development and other                                      
costs                                           1,018,124      589,052       (80,256)
                                                                         
Net profit realized, applicable to sales                                 
reported on the installment basis for                                    
tax purposes                                      (13,990)     (14,165)      (10,938)
                                                                         
Net of State net operating loss carry-                                   
forward                                          (310,986)           -             -
                                                                         
Net effect of (increase) decrease in                                     
reserve for warranties on houses and                                     
condominiums                                      155,347      (73,756)     (156,920)
                                                                         
Net effect of uniform cost capitalization                                
and percentage of completion                      161,318      (61,254)      218,765
                                                                         
Net effect of depreciation                        (46,236)     (57,533)       17,601
                                              -----------    ---------     ---------
                                               (4,269,225)     382,344       (11,748)
Less:  valuation allowance                      2,706,144            -             -
                                              -----------    ---------     ---------
                                              $(1,563,081)   $ 382,344     $ (11,748)
                                              ===========    =========     =========
</TABLE>


                                       32
<PAGE>   34

                      ORIOLE HOMES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE J - CUSTOMER DEPOSITS

   Certain customer deposits, pursuant to statutory regulations of the State of
   Florida or by agreement between the buyer and seller, are held in segregated
   bank accounts.  At December 31, 1995 and 1994, cash in the amounts of
   approximately $289,000 and $253,000, respectively, was so restricted.

   The Company entered into an escrow agreement with a bank and the Division of
   Florida Land Sales and Condominiums which allowed the Company to use
   customer deposits which were previously maintained in an escrow account.
   Deposits of up to $1,100,000 in 1995 and $1,900,000 in 1994, which could be
   released to the Company, are guaranteed by performance bonds aggregating
   $5,000,000 for 1995 and 1994.

NOTE K - ACCRUED EXPENSES AND OTHER LIABILITIES

   Accrued expenses and other liabilities include the following:

<TABLE>
<CAPTION>
                                                        1995        1994
                                                    -----------  -----------
          <S>                                       <C>          <C>
          Accrued interest                          $ 3,893,771  $ 3,899,765
          Reserve for warranties on houses and
           condominiums                               1,983,202    2,419,218
          Accrued real estate and property taxes      1,648,948       11,756
          Income taxes payable                                -      296,904
          Other accrued liabilities                     867,211    1,192,687
                                                    -----------  -----------
                                                    $ 8,393,132  $ 7,820,330
                                                    ===========  ===========
    <CAPTION>
 
    NOTE L - SENIOR NOTES

       Senior Notes are comprised as follows:

                                                        1995        1994
                                                    -----------  -----------
          <S>                                       <C>          <C>
          12 1/2% senior notes due January 15,
           2003 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              (2,036,000)  (1,910,000)
          Unamortized discount                       (1,482,687)  (1,632,318)
                                                    -----------  -----------
                                                    $66,481,313  $66,457,682
                                                    ===========  ===========
</TABLE>


                                                                     (continued)



                                       33

<PAGE>   35

                      ORIOLE HOMES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE L - SENIOR NOTES - Continued

   On January 13, 1993, the Company issued 12 1/2% senior notes ("Notes"), due
   January 15, 2003.  The Notes have a face value of $70,000,000 and were
   issued at a discount of $1,930,000.  The 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.

   The indenture under which senior notes were issued requires sinking fund
   payments of $17,500,000 on January 15, 2001 and January 15, 2002.  The
   indenture, 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, 1995, dividend payments
   are restricted and will be restricted until the Company posts cumulative net
   income in excess of $20,500,000.

NOTE M - STOCK OPTIONS

   The Company adopted two stock option plans: one for employees and one for
   nonemployee directors, both effective in 1994.  Under the stock option plan
   for employees (the "1994 Stock Option Plan"), 400,000 shares of Class B
   common stock are reserved for issuance upon exercise of stock options. Under
   the stock option plan for non-employee directors (the "1994 Stock Option
   Plan for Nonemployee Directors"), 20,000 shares of class B common stock are
   available for issuance. The stock option plans are accounted for under APB
   Opinion 25 and related Interpretations. Statement of Financial Accounting
   Standards No. 123 ("SFAS No.123"), "Accounting for Stock-Based
   Compensation," effective for the Company in 1996, will require additional
   disclosures regarding the fair value of options. The Company does not expect
   the implementation of SFAS No.123 to have a material effect on the
   Company's financial position or results of operations.

   Both plans provide for the granting of incentive stock options on such
   terms and at such prices as may be determined by the Board of Directors.
   The per share exercise price of incentive stock options cannot be less than
   the fair market value per share of the Class B common stock on the date of
   the grant. Accordingly, no compensation cost has been recognized for the
   plans.  Each option is exercisable after the period or periods specified in
   the option agreement, but no option may be exercised more than five years
   after the date of the grant for the 1994 Stock Option Plan and no more than
   ten years for the 1994 Stock Option Plan for Nonemployee Directors.


                                                                     (continued)

                                       34

<PAGE>   36

                      ORIOLE HOMES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE M - STOCK OPTIONS - Continued

   The following table summarizes options granted and/or exercised during the
   years ended December 31, 1995 and 1994.  At December 31, 1995 and 1994,
   1,800 and -0- options, respectively, were eligible for exercise under the
   terms of the various option plans.

<TABLE>
<CAPTION>
                                                         1994 Stock          
                                                         Option Plan          
                                           1994               for          
                                          Stock          Nonemployee          
                                       Option Plan        Directors          
                                       -----------       -----------          
                 <S>                   <C>               <C>                  
                                                                              
                 Granted                         -             3,600(2)          
                 Exercised                       -                 -          
                 Forfeited                       -                 -          
                                       -----------       -----------          
                 Outstanding 12/31/94            -             3,600          
                                                                              
                 Granted                    38,000(1)          3,600(3)          
                 Exercised                       -                 -          
                 Forfeited                       -                 -          
                                       -----------       -----------          
                 Outstanding 12/31/95       38,000             7,200          
                                       ===========       ===========          
                 1)  Exercise price    $     6.875      
                 2)  Exercise price    $      8.62       
                 3)  Exercise price    $      7.50       
</TABLE>

NOTE N - COMMON STOCK

   Class A common stock 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.

                                       35

<PAGE>   37

                      ORIOLE HOMES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE O - LEASING ARRANGEMENTS

   Rental properties

   In connection with certain housing developments, the Company leases
   recreation facilities. The Company also leases rental units.  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, 1995 and 1994:

<TABLE>
<CAPTION>
                                                   1995               1994
                                               ------------        -----------
                <S>                            <C>                 <C>
                Land                           $  7,168,046        $ 7,170,113
                Buildings                        22,283,655         22,473,045
                Furniture, fixtures and
                 equipment                          965,277            986,134
                                               ------------        -----------
                                                 30,416,978         30,629,292
                Less accumulated depreciation     7,216,168          6,697,665
                                               ------------        -----------
                                               $ 23,200,810        $23,931,627
                                               ============        ===========
</TABLE>

          The following is a schedule of approximate future minimum
          rental income required under these leases as of December
          31, 1995:

                            1996                          $ 2,368,000
                            1997                              638,000
                            1998                              638,000
                            1999                              638,000
                            2000                              638,000
                            Thereafter                     54,007,000
                                                          -----------
                                                          $58,927,000
                                                          ===========





                                                                     (continued)

                                       36

<PAGE>   38

                      ORIOLE HOMES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE O - LEASING ARRANGEMENTS - Continued

   Offices and Warehouse

   The Company leases its offices and warehouse under lease agreements
   extending through 1997, with options to renew for up to five years,
   accounted for as operating leases.  The following is a schedule, by years,
   of the approximate future minimum rental payments as of December 31, 1995:

                     1996              $167,000
                     1997               135,000
                                       --------
                                       $302,000
                                       ========

   Total rent expense for each of the years ended December 31, 1995, 1994 and
   1993 amounted to approximately $200,000.

NOTE P - DEFERRED COMPENSATION PLAN

   The Company has a defined contribution plan established pursuant to Section
   401(K) of the Internal Revenue Code.  Employees contribute to the plan a
   percentage of their salaries, subject to certain dollar limitations, and the
   Company matches a portion of the employees' contributions.  The Company's
   contribution to the plan amounted to $63,121 in 1995, $63,685 in 1994 and
   $60,851 in 1993.

NOTE Q - FINANCIAL INSTRUMENTS

   The financial statements include various estimated fair value information as
   of December 31, 1995 and 1994, as required by Statement of Financial
   Accounting Standards 107, "Disclosures about Fair Value of Financial
   Instruments".  Such information, which pertains to the Company's financial
   instruments, is based on the requirements set forth in that Statement and
   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.
                                                                     (continued)



                                       37

<PAGE>   39

                      ORIOLE HOMES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE Q - FINANCIAL INSTRUMENTS - Continued

   Receivables and Payables

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

   Notes Payable, Mortgage Notes Payable and Senior Notes

   Quoted market prices offered to the Company for debt are used to estimate
   the fair value of the Company's long-term debt.  The carrying amounts of
   notes and mortgage notes payable approximate fair value due to the length of
   the maturities, the interest rates being tied to market indices and/or due
   to the interest rates not being significantly different from the current
   market rates available to the Company.

   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.

   The estimated fair values of the Corporation's financial instruments, at
   December 31, where the carrying value does not approximate fair value, are
   as follows:

<TABLE>
<CAPTION>
                                 1995                    1994
                      ------------------------  ------------------------
                        Carrying    Estimated     Carrying    Estimated
                         Amount     Fair Value     Amount     Fair Value
                      -----------  -----------  -----------  -----------
                      <S>          <C>          <C>          <C>          
        Senior notes  $66,481,313  $55,730,000  $66,457,682  $59,919,000
</TABLE>

NOTE R - 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.



                                       38
<PAGE>   40


                        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, 1995 and 1994, and the related
consolidated statements of operations, shareholders' equity, and cash flows for
each of the three years in the period ended December 31, 1995.  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, 1995 and 1994, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1995, in conformity with generally accepted accounting
principles.



Miami, Florida
February 16, 1996 (except for Note H, as
to which the date is February 20, 1996)





                                       39

<PAGE>   41

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 this item of this part is incorporated by
reference to Registrant's definitive proxy statement for the Annual Meeting of
Shareholders.

ITEM 11 EXECUTIVE COMPENSATION

     The information required by this item of this part is incorporated by
reference to Registrant's definitive proxy statement for the Annual Meeting of
Shareholders.

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this item of this part is incorporated by
reference to Registrant's definitive proxy statement for the Annual Meeting of
Shareholders.

ITEM 13 CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS

     The information required by this item of this part is incorporated by
reference to Registrant's definitive proxy statement for the Annual Meeting of
Shareholders.

                                    PART IV

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

(a)   1.    Financial Statements
            The following consolidated financial statements of Oriole Homes
            Corp. and subsidiaries are included in Part II of this annual
            report and in the Company's 1995 Annual Report to Shareholders.

            Consolidated balance sheets as of December 31, 1995 and 1994.

            Consolidated statements of operations for the three years ended
            December 31, 1995.

            Consolidated statements of cash flows for the three years ended
            December 31, 1995.

            Consolidated statements of shareholders' equity for the three years
            ended December 31, 1995.

            Notes to consolidated financial statements.




                                       40
<PAGE>   42

            Report of independent certified public accountants.

      Selected Quarterly Financial Data for the years ended December 31, 1995
      and 1994 included in the Company's 1995 Annual Report to Shareholders
      which is incorporated by reference as Part II of this annual report.

      2. Financial Statement Schedules

            The following financial statement schedules of Oriole Homes Corp.
            and subsidiaries are included in Part IV of this report:

                  Report of independent certified public accountants.


      All other schedules are omitted because they are not applicable or not
      required or because the required information is included in the
      consolidated financial statements or notes thereto.

      3.    Exhibits                                                  Page No.

      (b)

       3.1  Articles of Incorporation of Registrant                      *

       3.2  By-Laws of Registrant                                        *


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

       10.1 Lease Agreement, dated May 7, 1991 between Oriole
            Homes Corp. and Arbors Associates, Ltd.                      *

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

       10.7 Joint Venture between the Company and Regency
            Homes, Inc. dated December 31, 1993 as amended December
            31, 1995.                                                   **

       22.1 List of Registrant's Subsidiaries (Filed as
            Exhibit 22 to the Company's Form 10-K for the fiscal year
            ended December 31, 1990 and incorporated herein by
            reference).

       27   Financial Data Schedule (For SEC use only)

       (*)  Filed as exhibits to the Registration Statement
            of the Registrant on Form S-2 declared effective on
            January 13, 1993. (File No. 33-51680).

       (**) Filed as an exhibit to the Registrant's Annual
            Report on Form 10-K filed in March 1994.

       (b)  Reports on Form 8-K
            There were no reports on Form 8-K for the three months
            ended December 31, 1995.





                                       41

<PAGE>   43





                                   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    3-21-96                            /s/ R.D. Levy
    ---------------                        ---------------------------------
                                           R.D. Levy, Chairman of the Board
                                           Chief Executive Officer, Director


DATE    3-21-96                            /s/ A. Nunez       
    ---------------                        ---------------------------------
                                           A. Nunez, Senior Vice President,
                                           Treasurer, Chief Financial Officer,
                                           Chief Accounting Officer, Director


   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.

                       MEMBER OF THE BOARD OF DIRECTORS

DATE    3-22-96                            /s/ Harry A. Levy 
    ---------------                        ---------------------------------
                                           Harry A. Levy, Director

DATE    3-25-96                            /s/ E. E. Hubshman
    ---------------                        ---------------------------------
                                           E.E. Hubshman, Director

DATE    3-21-96                            /s/ Mark A. Levy
    ---------------                        ---------------------------------
                                           Mark A. Levy, Director

DATE   3-21-96                             /s/ Eugene H. Berns
    ---------------                        ---------------------------------
                                           Eugene H. Berns, Director

DATE   3-25-96                             /s/ Donald C. McClosky 
    ---------------                        ---------------------------------
                                           Donald C. McClosky, Director

DATE   3-25-96                             /s/ Paul R. Lehrer     
    ---------------                        ---------------------------------
                                           Paul R. Lehrer, Director


                                       42

<PAGE>   44



                                  EXHIBIT "F"
                     REGENCY LAKES JOINT VENTURE AGREEMENT
                            Dated December 31, 1995
                        REPAYMENT OF CONTRIBUTED CAPITAL

     Minimum Capital Repayment Schedule

     Oriole shall receive $12,000 per closed unit starting with the 101st
closing until the acquisition and development loan in favor of Ohio Savings
Bank is retired.  The Oriole capital account balance will then be repaid by
taking the total units closed by the Joint Venture to that date and subtracting
that from 450 units, that number is then divided into the outstanding capital
account balance of Oriole and the remaining capital account balance shall be
paid pro rata so that upon the 450th cumulative closing by the Joint Venture
the contributed capital account balance of Oriole is zero.

     In witness whereof, this Exhibit is executed this 23 day of October, 1995.


                                     Oriole Joint Venture Limited,         
                                     a Florida limited partnership         
                                                                           
                                     By: Oriole Limited, Inc., a         
                                     Florida corporation, its General      
                                     Partner                               
                                                                           
                                     By: /s/ Richard D. Levy                
                                         ------------------------
                                         Richard D. Levy, C.E.O.               
                                                                           
                                     Regency Development II, Inc.          
                                                                           
                                     By: /s/ E.C. Jensen                   
                                         ------------------------
                                         E.C. Jensen, President                




<PAGE>   45




                                  Exhibit "H"
                    TO REGENCY LAKES JOINT VENTURE AGREEMENT
                            Dated December 31, 1995


     This Exhibit H to the Regency Lakes joint venture agreement dated December
31, 1993, replaces that certain Warrants and Stock Rights Agreement dated
December 31, 1993 and said Warrants and Stock Rights Agreement shall be deemed
null and void.

     The parties hereto agree as follows:

     1. In the event there is an outstanding capital account balance due Oriole
when Regency consummates a public or private offering for the sale of stock or
bonds resulting in cash proceeds (other than traditional joint venture
financing for a specific piece of property or project), then the lesser of
thirty-five (35%) of the net proceeds of said offering or the then existing
Oriole Capital Account balance multiplied by 1.333 will be paid to Oriole Joint
Venture Ltd. Twenty five  percent (25%) of the total amount paid to Oriole
herein shall be paid as a bonus to Oriole, and the remaining seventy-five (75%)
percent shall be applied to reduce Oriole's Capital Account.  The total bonus
paid to Oriole hereunder shall not exceed $1.4 million.  When the remaining
capital account of Oriole has been paid in full the Joint Venture will be
terminated and Regency shall not be obligated to pay Oriole any further
payments as provided for in Sections 4, 9, and 10 of the Joint Venture
Agreement.

       Example:
       Offering raises                                    $10,000,000.00
       Net to Regency Equals                              $ 9,000,000.00
       Amount paid to Oriole Joint Venture Ltd.           $ 3,150,000.00
       Payment to Oriole to be allocated as follows:
       Reduction of Oriole capital account                $ 2,362,500.00
       Payment toward Oriole Bonus                        $   787,500.00

     2. Until the Joint Venture is terminated as per paragraph 1 above, all
other terms and conditions of the Joint Venture Agreement will remain in full
force and effect including the provisions of Section 4, 9, and 10.

     3. The pending merger agreement between Royal Palm Beach Colony and
Regency Homes, Inc., provides for the assumption of all of the obligations of
Regency Homes, Inc. under this Joint Venture Agreement.

     4. The parties hereto acknowledge that the shareholder loans of Benny L.
Martz to Regency Homes, Inc. will be capitalized in the merger referred to in
paragraph 3 above and will no longer be subordinated to Oriole Joint Venture
Limited.



<PAGE>   46




In witness whereof, this Exhibit is executed this 23 day of October, 1995.



                                       
                                           Oriole Joint Venture Limited,     
                                           a Florida limited partnership     
                                                                             
                                           By: Oriole Limited, Inc., a       
                                           Florida corporation, its General  
                                           Partner                           

                                                By:  /s/ Richard D. Levy
                                                     --------------------
                                                     Richard D. Levy, C.E.O.

                                           Regency Development II, Inc.
                                
                                                By:  /s/ E.C. Jensen
                                                     --------------------
                                                     E.C. Jensen, President