EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION
                                       OF
                               LEVY-MARGATE, INC.

                  The    undersigned    subscribers   to   these   Articles   of
Incorporation,  each a natural person  competent to contract,  hereby  associate
themselves together to form a corporation for profit,  under the general laws of
the State of Florida.

                                 ARTICLE I. NAME
                   The name of this corporation is as follows:
                               LEVY-MARGATE, INC.

                         ARTICLE II. NATURE OF BUSINESS
             The general nature of the business and the objects and
purposes  proposed to be transacted  and carried on are to do any and all of the
things  hereinafter  mentioned,  as fully and to the same  extent  that  natural
persons might or could do, namely:
              1.  To  carry  on and  conduct  a  general  contracting  business,
including  the  designing,  constructing,  enlarging,  repairing,  remodeling or
otherwise  engaging  in any work upon  buildings,  roads,  sidewalks,  highways,
bridges or manufacturing  plants;  and to engage in iron,  steel,  wood,  brick,
concrete,  stone,  cement,  masonry  and  earth  construction,  and  to  execute
contracts or to receive assignments of contracts therefor,  or relating thereto;
also to manufacture  and furnish the building  materials and supplies  connected
therewith.
              2. To improve,  develop,  manage, sell, assign,  transfer,  lease,
mortgage,  pledge or otherwise dispose of, or turn to account, or deal with, all
or any part of the  property of the  company,  and from time to time to vary any
investment or employment of the capital of the company. 3. To the same extent as
natural  persons  might or could do, to purchase or  otherwise  acquire,  and to
hold, own,  maintain,  work,  develop,  sell,  lease,  exchange,  hire,  convey,
mortgage  or  otherwise  dispose  of and deal in lands and  leaseholds,  and any
interest, estate and rights


                                        1

<PAGE>



in real  property,  and any personal  and mixed  property,  and any  franchises,
rights, patents, licenses or privileges necessary, convenient or appropriate for
any of the purposes herein expressed.
                  4. To  borrow  money,  and to make  and  issue  notes,  bonds,
debentures,  obligations  and  evidence of  indebtedness  of all kinds,  whether
secured by a mortgage, pledge, or otherwise,  without limit as to amount, and to
secure the same by  mortgage,  pledge or  otherwise,  and  generally to make and
perform agreements and contracts of every kind and description.
                  5. To do all and everything necessary, suitable and proper for
the  accomplishment  of any of the  purposes,  or the  attainment  of any of the
objects,  or the furtherance of any of the powers hereinbefore set forth, either
alone or in association with other corporations, firms or individuals, and to do
every  other act or acts,  thing or  things,  incidental  or  appurtenant  to or
growing out of or connected with the aforesaid  business or powers,  or any part
or parts thereof;  provided,  the same be not  inconsistent  with the laws under
which this corporation is organized.

                           ARTICLE III. CAPITAL STOCK
                  The maximum number of shares of stock that this corporation is
authorized  to have  outstanding  at any one time is One Hundred and Fifty (150)
shares of Common  Stock with voting  power,  and with a par value of One Hundred
Dollars ($100.00) per share.

                           ARTICLE IV. INITIAL CAPITAL
                  The amount of capital with which this  corporation  will begin
business is Five Hundred Dollars ($500.00) to be paid in cash, merchandise, real
estate, machinery or services, as may be determined by the Board of Directors.

                          ARTICLE V. TERM OF EXISTENCE
                  This corporation is to exist perpetually.

                               ARTICLE VI. ADDRESS
                  The initial  post office  address of the  principal  office of
this  corporation  in the State of Florida is as follows:  3910  Northwest  41st
Street, Lauderdale Lakes, Broward County, Florida.


                                        2

<PAGE>



The Board of Directors  may from time to time move the  principal  office to any
other address in Florida.

                             ARTICLE VII. DIRECTORS
                  This  corporation  shall have three (3) Directors,  initially.
The number of  Directors  may be  increased  or  decreased  from time to time by
By-laws adopted by the Stockholders, but shall never be less than three (3).

                  ARTICLE VIII. INITIAL DIRECTORS AND OFFICERS
                  The names and post  office  addresses  of the  members  of the
first Board of Directors,  the President, the Secretary and the Treasurer are as
follows:

Office                   Name                Address
------                   ----                -------
President and Director   Harry A. Levy       3910 N.W. 41st Street
                                             Lauderdale Lakes, Fla.
Treasurer and Director   Richard D. Levy     3910 N.W. 41st Street
                                             Lauderdale Lakes, Fla.
Secretary and Director   Louis Greenwald     3910 N.W. 41st Street
                                             Lauderdale Lakes, Fla.


                             ARTICLE IX. SUBSCRIBERS
                  The name and post office  address of each  subscriber of these
Articles of Incorporation, the number of shares of stock each agrees to take and
the value of consideration therefor are as follows:

Name                Address                Shares               Value
----                -------                ------               -----
Harry A. Levy       3910 N.W. 41st Street    2                $200.00
                    Lauderdale Lakes, Fla.
Richard D. Levy     3910 N.W. 41st Street    2                $200.00
                    Lauderdale Lakes, Fla.
Louis Greenwald     3910 N.W. 41st Street    1                $100.00
                    Lauderdale Lakes, Fla.



                                        3

<PAGE>



                              ARTICLE X. AMENDMENT
                  These Articles of  Incorporation  may be amended in the manner
provided by law.  Every  amendment  shall be approved by the Board of Directors,
proposed by them to the Stockholders and approved at a Stockholders'  meeting by
a majority of the stock entitled to vote thereon.

                                                  /s/ Harry A. Levy
                                                  -----------------
                                                       HARRY A. LEVY


                                                  /s/ Richard D. Levy
                                                  -------------------
                                                      RICHARD D. LEVY


                                                   /s/ Louis Greenwald
                                                   -------------------
                                                       LOUIS GREENWALD

STATE OF FLORIDA
COUNTY OF BROWARD

                  I HEREBY CERTIFY that on this day, before me, a Notary Public,
duly  authorized  in the state and county  named above to take  acknowledgments,
personally  appeared HARRY A. LEVY,  RICHARD D. LEVY and LOUIS GREENWALD,  to me
known  to be the  persons  described  as  subscribers  in and who  executed  the
foregoing Articles of Incorporation,  and they acknowledged  before me that they
subscribed to these Articles of Incorporation.

                  WITNESS  my hand and  official  seal in the  county  and state
above named, this 29th day of December, 1967.


                                            NOTARY PUBLIC:   /s/________________



                                        4

<PAGE>



                                    AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                              OF LEVY-MARGATE, INC.

         The  undersigned,  HARRY A. LEVY and LOUIS L. GREENWALD,  President and
Secretary,  respectively,  of  LEVY-MARGATE,  INC., a corporation  organized and
existing  under  the laws of the  State of  Florida,  hereby  certify  that at a
special meeting of the directors and  stockholders of said  corporation,  called
for that expressly  stated  purpose,  held at the office of GREGORY AND ELLISON,
Attorneys at Law, 21 Southwest 40th Avenue,  Fort  Lauderdale,  Broward  County,
Florida,  on  March  11,  1968,  at  which  meeting  all  of the  directors  and
stockholders  of the  corporation  were  represented  and voted,  the  following
resolution  was, by unanimous vote of all of the directors and  stockholders  of
shares of stock of said corporation, adopted:
          "RESOLVED,  that the  Certificate  of  Incorporation  of the
          corporation  be and the  same  is  hereby  amended  so as to
          change  the  corporate   name  of  this   corporation   from
          LEVY-MARGATE,  INC., to ORIOLE-MARGATE,  INC., and Article I
          of said Certificate of Incorporation is hereby amended so as
          to   substitute   in   place  of  the   corporate   name  of
          LEVY-MARGATE,  INC.,  wherever the same appears therein,  to
          the corporate name of ORIOLE-MARGATE, INC."

         IN WITNESS  WHEREOF,  the said President and Secretary of LEVY-MARGATE,
INC.,  have  subscribed  their hands and caused the corporate seal to be affixed
this 19th day of March, 1968.

                                             /s/ Harry A. Levy
                                             -----------------
                                             HARRY A. LEVY, President
(corporate seal)

                                             /s/ Louis L. Greenwald
                                             ----------------------
                                             LOUIS L. GREENWALD, Secretary



                                   1

<PAGE>



STATE OF FLORIDA
COUNTY OF BROWARD
                  I HEREBY  CERTIFY that on this day,  before me a Notary Public
duly  authorized  in the state and county  above named to take  acknowledgments,
personally appeared HARRY A. LEVY and LOUIS L. GREENWALD,  to me known to be the
persons who executed the foregoing  Amendment to Certificate  of  Incorporation,
and they acknowledged before me that they executed the same.
                  WITNESS  my hand and  official  seal in the  County  and State
named above this ___ day of ____________, 1968.

                                                       _________________________
                                                              NOTARY PUBLIC





                                   2

<PAGE>



                    CERTIFICATE OF SECOND AMENDMENT
                  TO THE CERTIFICATE OF INCORPORATION
                       OF ORIOLE-MARGATE, INC.,
                         a Florida corporation
                         ---------------------


                  KNOW ALL MEN BY THESE PRESENTS:
                  The undersigned, who are all the Stockholders and Directors of
ORIOLE- MARGATE,  INC., a Florida  corporation,  pursuant to Section  608.18(8),
Florida  Statutes,  do  hereby  declare  their  desire  and  intention  that the
Certificate  of  Incorporation  of said  corporation  be and the same is  hereby
amended as follows:
          1. Amending Article I of the Certificate of Incorporation to
read as follows:
                           "Article I. NAME
                           ----------------

          The name of this  corporation  is as follows:  ORIOLE LAND &
DEVELOPMENT CORP."

          2. Amending  Article II of the Certificate of  Incorporation
by adding thereto the following provision:

                              "Article II
                              -----------

          6. To  transact  any  and all  business  or  enterprise  not
prohibited by law."

          3. Amending  Article III of the Certificate of Incorporation
to read as follows:

                      "Article III. CAPITAL STOCK
                      ---------------------------

                  The  maximum  number of shares of stock  this  corporation  is
authorized  to have  outstanding  at any time shall be one million  five hundred
thousand  (1,500,000) shares of common stock with ten cents ($.10) par value per
share."

          4. Adding to the Certificate of  Incorporation  by adding an
Article  XI  which  shall  read  as  follows:   

                             "Article XI"
                             ------------

"GENERAL PROVISIONS:
-------------------

"(a)      The private property of the  stockholders  shall not be subject to the
          payment of any corporate debts to any extent whatsoever.

"(b)      The  Corporation  shall  have a first  lien  upon  the  shares  of its
          stockholders  and upon all dividends due them for any  indebtedness by
          such stockholders of the Corporation.



                                   1

<PAGE>



"(c)      Subject  to  the  provisions  and  conditions  of  this  Article,  the
          Corporation  shall  have full  power and  lawful  authority  to accept
          property,  labor and  services  in payment  for shares of its  capital
          stock in lieu of cash, at a just valuation to be fixed by its Board of
          Directors.

"(d)      No holder of stock of any class of the  Corporation,  now or hereafter
          authorized,  shall  be  entitled  as such as a  matter  of  right,  to
          subscribe  for  or  purchase  any  part  (either  pro  rata  share  or
          otherwise),  of any new or  additional  issue of  stock  of any  class
          whatsoever or securities  convertible  into or evidencing the right to
          purchase  stock of any  class  whatsoever,  whether  now or  hereafter
          authorized, or whether issued for cash, property, or otherwise.

"(e)      A director  of the  Corporation  shall not,  in the  absence of actual
          fraud, be disqualified by his office from dealing or contracting  with
          the Corporation,  either as a vendor, purchaser or otherwise;  and, in
          the  absence  of actual  fraud,  no  transaction  or  contract  of the
          Corporation  shall be void or  voidable by reason of the fact that any
          director or any firm or  corporation of which any director is a member
          is in any way  interested in such  transaction  or contract,  provided
          that  the  fact  that  such  director,  or firm is  interested  in the
          transaction of the contract is disclosed to the Corporation,  and that
          such  transaction  or  contract  is  authorized,  ratified or approved
          either  by (i)  vote of the  majority  of a  quorum  of the  Board  of
          Directors or of the Executive  Committee,  if any, without counting in
          such  majority any director so interested or who is a member of a firm
          or corporation so interested;  or (ii) vote at a Stockholders' Meeting
          of the holders of record of the majority of all the outstanding shares
          of stock of the  Corporation  then  entitled to vote, or by writing or
          writings  signed by a majority of such  holders,  which shall have the
          same force and effect as though such  authorization,  ratification  or
          approval were made by all the stockholders;  and no director,  firm or
          corporation of which a director is a member shall be liable to account
          to the Corporation  for any profits  realized from or through any such
          transaction  or contract.  Nothing in this paragraph  contained  shall
          create any  liability  in the events above  mentioned,  or prevent the
          authorization,   ratification   or  approval  of  such   contracts  or
          transactions  in any other manner  permitted by law, or  invalidate or
          make voidable any contract or transaction which would be valid without
          reference to the provisions of this paragraph.

"(f)      The  Corporation  shall  indemnify  each  director  and officer of the
          Corporation  against  all or any  portion of any  expenses  reasonably
          incurred by him in connection with or arising out of any action,  suit
          or proceeding  in which he may be involved,  by reason of his being or
          having been an officer or director of the Corporation  (whether or not
          he  continues  to be an officer or director  at the time of  incurring
          such  expenses),  such  expenses  to  include  the cost of  reasonable
          settlements  (other than amounts paid to the Corporation  itself) made
          with the view to  curtailment  of cost of  litigation,  except that no
          sums shall be paid in connection with any such  settlement  unless the
          Corporation  is advised by  independent  counsel  that the  officer or
          director so  indemnified  was not derelict in the  performance  of his
          duty as such officer or director.  The Corporation shall not, however,
          indemnify such officer or director with respect to matters as to which
          he shall be finally adjudged in any such action, suit or proceeding to
          have been derelict in the  performance  of his duty as such officer or
          director,  nor in respect of any new matter on which any settlement or



                                        2

<PAGE>



          compromise is affected,  if the total  expense,  including the cost of
          such settlement,  shall  substantially  exceed the expense which might
          reasonably be incurred by such director or officer in conducting  such
          litigation to a final conclusion,  and in no event shall anything here
          contained be so construed as to protect or authorize  the  Corporation
          to indemnify any such officer or director against any liability to the
          Corporation or to its security  holders to which he would otherwise be
          subject by reason or willful misfeasance,  bad faith, gross negligence
          or  reckless  disregard  of the duties  involved in the conduct of his
          office. The foregoing right of indemnification  shall not be exclusive
          of other  rights to which any officer or director may be entitled as a
          matter of law."

                  IN WITNESS  WHEREOF,  the undersigned  have hereunto set their
hands and seals at Miami, Date County, Florida, this _____ day of _______, 19__.


                              /s/ E. E. Hubshman
                              ------------------
                              E. E. HUBSHMAN
                              President, Stockholder and Director


                              /s/ Jacob L. Friedman
                              ---------------------
                              JACOB L. FRIEDMAN, Chairman of the
                              Board, Executive Vice President, Director
                              and Stockholder


                              /s/ Richard D. Levy
                              -------------------
                              RICHARD D. LEVY
                              Vice President, Director and Stockholder


                              /s/ Harry A. Levy
                              -----------------
                              HARRY A. LEVY
                              Secretary/Treasurer, Director and Stockholder


                              /s/ Ann Friedman
                              ----------------
                              ANN FRIEDMAN
                              Director and Stockholder



                                        3

<PAGE>



STATE OF FLORIDA           )
                           ) ss.:
COUNTY OF DADE             )

          BEFORE ME, the  undersigned  authority,  an officer duly  qualified to
administer oaths and take  acknowledgments,  personally appeared E. E. HUBSHMAN,
JACOB  L.  FRIEDMAN,   RICHARD  D.  LEVY,  HARRY  A.  LEVY,  and  ANN  FRIEDMAN,
constituting   all  of  the  Directors  of   ORIOLE-MARGATE,   INC.,  a  Florida
corporation,  who acknowledge  that they executed the foregoing  Certificates of
Amendment for the purposes therein set forth.




----------------------------------------
Notary Public, State of Florida at Large

My Commission Expires: _________________




STATE OF FLORIDA           )
                           ) ss.:
COUNTY OF DADE             )

          BEFORE ME, personally  appeared HARRY A. LEVY,  RICHARD D. LEVY, E. E.
HUBSHMAN, JACOB L. FRIEDMAN, and ANN FRIEDMAN, constituting all the Stockholders
of  ORIOLE-MARGATE,  INC.,  a Florida  corporation,  who  acknowledge  that they
executed the foregoing  Certificate  of Amendment  for the purposes  therein set
forth.




----------------------------------------
Notary Public, State of Florida at Large

My Commission Expires: _________________




                                        4

<PAGE>



                            CERTIFICATE OF AMENDMENT
                                       to
                          CERTIFICATE OF INCORPORATION
                                       of
                         ORIOLE LAND & DEVELOPMENT CORP.


          Oriole Land &  Development  Corp.,  a Florida  corporation,  under its
corporate seal in the hands of its President, E. E. Hubshman, and its Secretary,
Harry A. Levy, hereby certify that:
                                                         
                                       I

          Oriole Land & Development  Corp.  was organized  under the laws of the
State of Florida by Articles of Incorporation filed January 3, 1968.

                                       II

          Pursuant to the  unanimous  written  consent of the Board of Directors
dated May 16, 1972, the following amendments to the Certificate of Incorporation
was adopted:  

"RESOLVED,  that Article I of the Certificate of  Incorporation be
amended so that it will read in its entirety as follows:

                    'The name of this corporation  shall be:
                    Oriole Homes Corp.'"

                             III

                    "RESOLVED,   that  Article  III  of  the
                    Certificate of  Incorporation be amended
                    so that it will read in its  entirety as
                    follows:

                    'The  maximum  number of shares of stock
                    this  corporation  is authorized to have
                    outstanding  at any  time  shall be Five
                    Million  (5,000,000)  shares  of  common
                    stock  with Ten Cents  ($.10)  par value
                    per share.'"

And it was further

                    "RESOLVED,   by  the   said   Board   of
                    Directors that a Special  Meeting of the
                    Stockholders  of record entitled to vote
                    for the  consideration of said Amendment
                    be   called  at  the   offices   of  the
                    Corporation  at  Oriole  Golf  &  Tennis
                    Club, 8000 Margate



                              1

<PAGE>



                    Boulevard, Margate, Florida, on Tuesday,
                    May 30, 1972, at 10:00 a.m."

          Pursuant to notice,  the meeting of  Stockholders  of the  Corporation
called by the Board of  Directors  was held and the holders of a majority of the
outstanding  shares entitled to vote thereon approved the aforesaid  Articles of
Amendment to the Certificate of Incorporation.

          IN WITNESS WHEREOF,  the said Corporation has caused these Articles of
Amendment to the  Certificate  of  Incorporation  filed  January 3, 1968,  to be
signed  in its  name by its  President  and its  corporate  seal to be  hereunto
affixed and attested to by its Secretary, this 30th day of May, 1972.

                              ORIOLE LAND & DEVELOPMENT CORP.


                              By: /s/ E. E. HUBSHMAN
                              ----------------------
                              E. E. Hubshman, President

ATTEST:


 /s/ HARRY A. LEVY
 -----------------
Harry A. Levy, Secretary



STATE OF FLORIDA           )
                           ) ss.:
COUNTY OF BROWARD          )

                  I HEREBY  CERTIFY that on this day before me, a Notary  Public
of the State of Florida,  duly qualified and acting,  personally  appeared E. E.
HUBSHMAN,  as  President,  and HARRY A.  LEVY,  as  Secretary  of ORIOLE  LAND &
DEVELOPMENT  CORP.,  to me well  known  and  being by me first  duly  sworn  and
cautioned,  upon their oath  deposed and said that they  acknowledged  that they
signed the above and  foregoing  Certificate  of  Amendment  to the  Articles of
Incorporation  of ORIOLE LAND & DEVELOPMENT  CORP., for the purposes therein set
forth.



                                        2

<PAGE>



                  WITNESS  my hand and  official  seal at the  County  and State
aforesaid, this 30th day of May, 1972.



                                        ----------------------------------------
                                        Notary Public, State of Florida at Large

                                        My Commission Expires: _________________






                                        3

<PAGE>



                               ARTICLES OF MERGER
                                       OF
                            ALPHA TITLE COMPANY, INC.
                                      INTO
                               ORIOLE HOMES CORP.


                                       1.

          The Plan of Merger  attached  hereto as Exhibit  "A" and by  reference
made a part hereof was duly  approved by the Boards of Directors of ORIOLE HOMES
CORP. and ALPHA TITLE COMPANY, INC. on the 16th day of September, 1980.

                                       2.

         This is a merger of ALPHA TITLE COMPANY, INC., a Florida corporation, a
wholly-owned  subsidiary  corporation,  into its parent,  ORIOLE HOMES CORP.,  a
Florida  corporation,  under Section 607.227 of the Florida General  Corporation
Act.
                                       3.

         The surviving  corporation of the merger shall be ORIOLE HOMES CORP., a
Florida corporation.

                                       4.

          ALPHA TITLE COMPANY,  INC. has 5,000 common shares  authorized and 100
shares outstanding.

                                       5.

         ORIOLE HOMES CORP., the surviving corporation, owns 100 shares of ALPHA
TITLE COMPANY,  INC., which constitutes 100% of the outstanding  shares of ALPHA
TITLE COMPANY, INC.

                                       6.

         The mailing of the Plan of Merger to the  shareholder  of 100% of ALPHA
TITLE COMPANY,  INC.'s shares has been waived by that  shareholder.  The waiver,
dated the 16th day of September,  1980, is attached hereto as Exhibit "B" and by
reference is made a part hereof.

                                                              ORIOLE HOMES CORP.
                                                           A Florida Corporation




                                        1

<PAGE>



                                                        By: /s/ R. D. Levy
                                                            ---------------
                                                              President
Attest:


 /s/ Harry A. Levy
 -----------------
         Secretary


(Corporate Seal)

                              ALPHA TITLE COMPANY, INC.
                              A Florida Corporation


                               By: /s/ R. D. Levy
                                   --------------
                                   President

Attest:


 /s/ Harry A. Levy
     -------------
         Secretary


(Corporate Seal)




                                        2

<PAGE>



STATE OF FLORIDA           )
                           ) ss.:
COUNTY OF BROWARD          )

         I HEREBY CERTIFY that on this day before me, an officer duly authorized
in the State and County aforesaid to take  acknowledgments,  personally appeared
RICHARD D. LEVY and HARRY A.  LEVY,  well  known to me to be the  President  and
Secretary,  respectively,  of the corporation named as ORIOLE HOMES CORP. in the
foregoing instrument,  and that they severally  acknowledged  executing the same
freely and voluntarily  under authority duly vested in them by said corporation,
and  that  the  seal  affixed  thereto  is  the  true  corporate  seal  of  said
corporation.

         WITNESS my hand and  official  seal in the County and State  aforesaid,
this 16th day of September, 1980.


                                             /s/ Mary E. Chapman
                                             -------------------
                                             Notary Public

(SEAL)                                       My Commission Expires:_________



STATE OF FLORIDA           )
                           ) ss.:
COUNTY OF BROWARD          )

         I HEREBY CERTIFY that on this day before me, an officer duly authorized
in the State and County aforesaid to take  acknowledgments,  personally appeared
RICHARD D. LEVY and HARRY A.  LEVY,  well  known to me to be the  President  and
Secretary,  respectively,  of the corporation named as ALPHA TITLE COMPANY, INC.
in the foregoing instrument,  and that they severally acknowledged executing the
same  freely  and  voluntarily  under  authority  duly  vested  in  them by said
corporation,  and that the seal affixed  thereto is the true  corporate  seal of
said corporation.

         WITNESS my hand and  official  seal in the County and State  aforesaid,
this 16th day of September, 1980.


                                             /s/ Mary E. Chapman
                                             -------------------
                                             Notary Public

(SEAL)                                       My Commission Expires:_________




                                        3

<PAGE>



                                 PLAN OF MERGER
                                       OF
                            ALPHA TITLE COMPANY, INC.
                                      INTO
                               ORIOLE HOMES CORP.


                                       1.

         ALPHA TITLE COMPANY,  INC., a Florida  corporation  (hereinafter called
"Alpha"),  is to be merged  into  ORIOLE  HOMES  CORP.,  a  Florida  corporation
(hereinafter called the "Surviving  Corporation"),  which shall be the surviving
corporation,  the name of which  shall  remain  ORIOLE  HOMES  CORP.,  a Florida
corporation.

                                       2.

         The  manner  and  basis  of  converting  the  shares  of  each  merging
corporation into shares of the Surviving Corporation is as follows:
         (a) All of the shares of the capital stock of the Surviving Corporation
issued  and  outstanding  on the  effective  date of the merger  shall  continue
thereafter  to be issued  and  outstanding  shares of the  capital  stock of the
Surviving  Corporation,  without the surrender or exchange of any certificate or
certificates by the holder thereof.
         (b) All of the  shares of the  capital  stock of Alpha are owned by the
Surviving  Corporation.  Upon the effective date of the merger, all certificates
of the stock of Alpha shall thereafter be cancelled.
         (c) Any and all shares of Alpha common stock held as treasury  stock by
such corporation shall be cancelled and retired,  and no consideration  shall be
issued in exchange therefor.

                                       3.

         There shall be no  amendment of the  Articles of  Incorporation  of the
Surviving Corporation as a result of the merger.

                                       4.

         The other terms and conditions of the merger are as follows:
         (a) The merger shall become  effective  upon the filing of the Articles
of Merger with the Secretary of State of the State of Florida.



                                        1

<PAGE>



         (b) The By-Laws of the Surviving  Corporation shall not be amended as a
result of the merger.
         (c)      When the merger becomes effective:

                  (i)      The separate existence of Alpha shall cease;
                  (ii)     The Surviving  Corporation shall have all the rights,
                           privileges,  immunities  and  powers,  and  shall  be
                           subject  to  all  the  duties  and  liabilities  of a
                           corporation   organized  under  the  Florida  General
                           Corporation Act; and
                  (iii)    The merger shall have the effect  provided by Section
                           607.231 of the Florida General Corporation Act.

                               ORIOLE HOMES CORP.
                               A Florida Corporation


                              By: /s/ Richard D. Levy
                                  -------------------
                                  RICHARD D. LEVY, President
Attest:


 /s/ Harry A. Levy
 -----------------
         Secretary


(Corporate Seal)
                              ALPHA TITLE COMPANY, INC.
                              A Florida Corporation


                              By: /s/ Richard D. Levy
                                  -------------------
                              RICHARD D. LEVY, President
Attest:


 /s/ Harry A. Levy
 -----------------
         Secretary


(Corporate Seal)



                                        2

<PAGE>



                                     WAIVER
                                     ------


         ORIOLE  HOMES  CORP.,  as sole  shareholder  of record  for 100% of the
issued and outstanding  shares of ALPHA TITLE COMPANY,  INC.,  hereby waives the
mailing  of a copy of the Plan of  Merger  to  itself  as a  shareholder  of the
subsidiary corporation, ALPHA TITLE COMPANY, INC. ORIOLE HOMES CORP. also waives
the  requirement  that it be given  additional  notice of the  provisions of the
Florida General Corporation Act that govern dissenting shareholders.

         DATED: September 16, 1980


                               ORIOLE HOMES CORP.
                               A Florida Corporation


                                                     By: /s/ Richard D. Levy
                                                         -------------------
                                                         President
Attest:


 /s/ Harry A. Levy
 -----------------
         Secretary





                                        3

<PAGE>



                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                               ORIOLE HOMES CORP.


         Oriole Homes Corp., a Florida corporation,  under its corporate seal in
the hands of its President,  Richard D. Levy, and its Secretary,  Harry A. Levy,
hereby certify that:

                                        I

         Oriole Homes Corp. was organized under the laws of the State of Florida
by Articles of Incorporation filed January 3, 1968.

                                       II

         Pursuant to the  unanimous  written  consent of the Board of  Directors
dated  December  31,  1982,  the  following  amendments  to the  Certificate  of
Incorporation was adopted:

                                       III

                           "RESOLVED,  that  Article III of the  Certificate  of
                  Incorporation  be amended so that it will read in its entirety
                  as follows:

         A. This Corporation is authorized to issue two classes of shares: Class
A Common  Stock and Class B Common  Stock.  The number of Class A Common  shares
which the Corporation is authorized to issue is 10,000,000, par value $.10 each;
the number of Class B Common shares which the Corporation is authorized to issue
is  10,000,000,  par value $.10 each.  Upon amendment of this article to read as
hereinabove set forth, each outstanding share is converted into or reconstituted
as one share of Class A Common Stock.

         B. (a) No  holder  of  shares  of the  Corporation  of any class now or
hereafter  authorized  shall  have  any  preferential  or  preemptive  right  to
subscribe  for,  purchase or receive any shares of the  Corporation of any class
now or hereafter authorized,  or any options or warrants for such shares, or any
securities  convertible into or exchangeable  for such shares,  which may at any
time be issued, sold or offered for sale by the Corporation.

                  (b) Class A Common Stock and the Class B Common Stock shall be
identical in all respects and shall have equal rights and privileges,  except as
otherwise provided in this Article.

                  (c)  The  relative   rights,   preferences,   privileges   and
restrictions of the shares of each class are as follows:




                                        1

<PAGE>



                           (1)  Dividends.  Holders of Class A Common  Stock and
         holders of shares of Class B Common Stock shall have the same rights to
         dividends and  distributions  of the Corporation  whether paid in cash,
         property or stock, except as follows:

                                    (A)  Whenever  a  cash   dividend  is  paid,
                  holders of Class B Common  Stock shall be paid $.025 per share
                  in  addition  to the amount  payable for each share of Class A
                  Common  Stock for each  quarter  in  respect of which the cash
                  dividend is declared  and paid.  (Such extra  amount,  as from
                  time to time adjusted,  is called the "Additional  Dividend.")
                  The Additional  Dividend shall be non-cumulative  but shall be
                  appropriately  adjusted if the Board of  Directors  declares a
                  cash  dividend  in respect of a period  other than a quarterly
                  period,  e.g.  if the  dividend  is  declared  in respect of a
                  semi-annual or an annual period the Additional  dividend shall
                  be  $.05  or  $.10  respectively.  In the  declaration  of any
                  dividend  the Board of Directors  shall  specify the period in
                  respect of which such  dividend  is  declared.  No  Additional
                  Dividend shall be payable with respect to any extra  dividend,
                  special  dividend or dividend  payable other than cash,  which
                  term shall  include  without  limitation  a  dividend  paid in
                  partial or complete liquidation. The Company shall not pay any
                  extra  dividend,  special  dividend or dividend  payable other
                  than in cash on any  share of either  class of  common  shares
                  without  at the same  time  paying  the same  dividend  to all
                  shares of both classes.

                                    (B) If at any time a dividend  is to be paid
                  in  shares of  either  Class A Common  Stock or Class B Common
                  Stock, such dividend may be declared and paid as follows:

                                            (i)  Class A  Common  shares  may be
                           paid to  holders  of both  Class A Common  shares and
                           Class B Common shares;

                                            (ii)  Class B Common  shares  may be
                           paid to holders of both Class Common shares and Class
                           B Common shares; or

                                            (iii)  Class A Common  shares may be
                           paid to holders of Class A Common  shares and Class B
                           Common  shares  may be paid  to  holders  of  Class B
                           Common shares in which case the  Additional  dividend
                           to be paid  thereafter  is subject to  adjustment  in
                           accordance  with the provisions of  subparagraph  (C)
                           below.

                                    (C) In case  the  Board of  Directors  shall
                  declare and pay a dividend  pursuant to subparagraph (B) (iii)
                  above and such dividend equals or exceeds a 10% dividend (i.e.
                  one share for each ten shares) then the Additional dividend in
                  effect  immediately  prior to the record date for such payment
                  shall be proportionately  decreased as of such record date. In
                  the case the shares of Class A Common Stock and Class B Common
                  Stock  are  subdivided  into a  greater  number  of  shares or
                  combined into a smaller  number of shares then the  Additional
                  Dividend in effect



                                        2

<PAGE>



                  immediately  prior to such  subdivision  or combination as the
                  case may be, shall be  proportionately  decreased or increased
                  as of the effective date of such division or combination.  The
                  Company  shall not pay any stock  dividend on either  class of
                  common  stock and shall not  combine  or  subdivide  shares of
                  either class of common  stock  without at the same time paying
                  an  equivalent  stock  dividend  on or  making  an  equivalent
                  combination  or  subdivision  of shares of the other  class of
                  common stock.

                           (2)  Voting.  The holders of shares of Class A Common
         Stock shall have exclusive voting power prior to the issuance of shares
         of Class B Common  Stock and  thereafter  voting power shall be divided
         between such classes as follows:

                                    (A)  With   respect  to  the   election   of
                  directors,  holders  of  Class  B  Common  Stock  voting  as a
                  separate  class  shall be  entitled  to elect  that  number of
                  directors which  constitutes  25% of the authorized  number of
                  members of the Board of  Directors  and,  if such 25% is not a
                  whole  number,  then the holders of Class B Common Stock shall
                  be  entitled  to elect  the  nearest  higher  whole  number of
                  directors that is at least 25% of such membership.  Holders of
                  Class A Common  Stock  voting  as a  separate  class  shall be
                  entitled to elect the remaining directors.

                                    (B) The  holders of the Class  Common  Stock
                  and the holders of the Class B Common  Stock shall be entitled
                  to vote as  separate  classes on such other  matters as may be
                  required  by  law  or  the  Articles  of  Incorporation  to be
                  submitted to such holders voting as separate classes.

                                    (C) Any  vacancy in the office of a director
                  elected  by the  holders  of the  Class A Common  Stock may be
                  filled by a vote of such  holders  voting as a separate  class
                  and a vacancy  in the  office  of a  director  elected  by the
                  holders of the Class B Common Stock may be filled by a vote of
                  such holders  voting as a separate class or, in the absence of
                  a shareholder  vote, in the case of a vacancy in the office of
                  a director elected by either class, such vacancy may be filled
                  by the  remaining  directors  as provided  in the Bylaws.  Any
                  director  elected by the Board of  Directors to fill a vacancy
                  shall serve until the next Annual Meeting of Shareholders  and
                  until his or her successor has been elected and has qualified.
                  If  permitted  by the  Bylaws,  the  Board  of  Directors  may
                  increase  the number of  directors  and any vacancy so created
                  may be filled by the Board of  Directors;  provided  that,  so
                  long as the holders of shares of Class B Common Stock have the
                  rights provided in paragraphs  (c)(2)(A) and (c)(2)(C) to vote
                  thereon  shall  be  entitled  to  elect  all  of the  Class  A
                  directors  of the  corporation  and in each such  election  of
                  directors  of Class A directors  each holder of Class A Common
                  Stock  shall be  entitled  to one vote for each  share of such
                  stock  standing  in the name of the holder on the books of the
                  corporation,  and each holder of Class B Common Stock shall be
                  entitled  to  one-tenth  vote  for each  share  of such  stock
                  standing  in the  name  of the  holder  on  the  books  of the
                  corporation.





                                        3

<PAGE>



                           (3)  Conversion.  Each holder of record of a share of
         Class A  Common  Stock  may at any time or from  time to time,  in such
         holder's sole discretion and at such holder's option, convert any whole
         number or all of such  holder's  shares of Class A Common  Stock at the
         rate of one  share of Class B Common  Stock  for each  share of Class A
         Common Stock  surrendered  for  conversion.  Any such conversion may be
         effected  by any holder of Class A Common  Stock by  surrendering  such
         holder's  certificate or certificates  for the shares of Class A Common
         Stock to be converted,  duly endorsed, at the office of the Corporation
         or any transfer  agent for the Class B Common  Stock,  together  with a
         written  notice to the  Corporation  at such  office  that such  holder
         elects to convert  all or a  specified  number of such share of Class A
         Common Stock.  Promptly  thereafter,  the  Corporation  shall issue and
         deliver to such holder a certificate or certificates  for the number of
         shares of Class B Common  Stock to which such holder  shall be entitled
         as aforesaid. Such conversion shall be made at the close of business on
         the date of such  surrender  and the  person  or  persons  entitled  to
         receive the shares of Class B Common Stock issuable on such  conversion
         shall be treated for all  purposes  as the record  holder or holders of
         such shares of Class B Common Stock on such date.

And it was further

                           "RESOLVED,  that a Special  Meeting
                  of  Stockholders  be held at the  offices of
                  the  Company   located  at  1151  N.W.  24th
                  Street,  Pompano  Beach,  Florida,  33064 on
                  Tuesday,  March  1,  1983  at 2:00  P.M.  to
                  consider the  adoption of said  Amendment by
                  the Certificate of Incorporation."

         Pursuant to notice,  the  meeting of  Stockholders  of the  Corporation
called by the Board of  Directors  was held and the holders of a majority of the
outstanding  shares entitled to vote thereon approved the aforesaid  Articles of
Amendment to the Certificate of Incorporation.
         IN WITNESS  WHEREOF,  the said Corporation has caused these Articles of
Amendment to the Certificate of Incorporation filed January 3, 1968 to be signed
in its name by its President and its corporate  seal to be hereunto  affixed and
attested to by its Secretary, this 1st day of March, 1983.

                              ORIOLE HOMES CORP.


                              By: /s/ Richard D. Levy
                              -----------------------
                              Richard D. Levy, President

ATTEST:


 /s/ Antonio Nunez
 -----------------



                               4

<PAGE>



ANTONIO NUNEZ, Assistant Secretary


STATE OF FLORIDA           )
                           ) ss.:
COUNTY OF BROWARD          )

         I HEREBY  CERTIFY  that on this day before  me, a Notary  Public of the
State of Florida,  duly  qualified and acting,  personally  appeared  RICHARD D.
LEVY, as President, and ANTONIO NUNEZ, as Secretary of ORIOLE HOMES CORP., to me
well  known and being by me first  duly  sworn and  cautioned,  upon  their oath
deposed and said that they acknowledged that they signed the above and foregoing
Articles of Amendment to the Certificate of  Incorporation of ORIOLE HOMES CORP.
for the purpose therein set forth.
         WITNESS my hand and  official  seal at the  County and State  aforesaid
this 1st day of March, 1983.

                                   /s/ Dorothy E. Vaught
                                   ---------------------
                                   Notary Public State of Florida at large

My Commission Expires: September 1, 1986




                               5

<PAGE>



                     ARTICLES OF MERGER OF
    ORIOLE HOMES AT CAMBRIDGE, INC., A FLORIDA CORPORATION
                             INTO
           ORIOLE HOMES CORP., A FLORIDA CORPORATION


         The undersigned,  Oriole Homes Corp., a Florida corporation  (sometimes
hereinafter  referred to as the  "Surviving  Corporation"),  and Oriole Homes at
Cambridge,  Inc., a Florida corporation ("Merging Corporation"),  a wholly owned
subsidiary of the Surviving  Corporation,  hereby execute the following Articles
of Merger pursuant to Section 607.1105 Florida Statutes:

         1.  The Plan of  Merger  of  Merging  Corporation  into  the  Surviving
Corporation  that was  approved  by the  Board  of  Directors  of the  Surviving
Corporation  on August 21, 1995,  in accordance  with the  provisions of Section
607.1104 Florida Statutes, is as follows:

                       Plan of Merger of
               Oriole Homes at Cambridge, Inc.,
                   Into Oriole Homes Corp.,

         a. The name of the corporation which will be the surviving  corporation
         in this merger is Oriole Homes Corp., a Florida corporation ("Surviving
         Corporation").  The name of the corporation  merging into the Surviving
         Corporation is Oriole Homes at Cambridge,  Inc., a Florida  corporation
         and  wholly  owned   subsidiary   of  Oriole   Homes  Corp.   ("Merging
         Corporation").

         b. The shares of the Merging  Corporation  shall be  surrendered to the
         Surviving Corporation for cancellation in consideration of the transfer
         of the assets of the Merging Corporation to the Surviving  Corporation,
         and its assumption of the  liabilities  and  obligations of the Merging
         Corporation.

         c.  Shareholders  of  the  Merging  Corporation  who,  except  for  the
         applicability of Section 607.1104,  Florida Statutes, would be entitled
         to vote and  dissent  from the merger  pursuant  to  Section  607.1320,
         Florida Statutes,  may be entitled,  if they comply with the provisions
         of the  Florida  Business  Corporation  Act  regarding  the  rights  of
         dissenting shareholders, to be paid the fair value of their shares.

         2. The  Articles  of  Incorporation  and the  Bylaws  of the  Surviving
Corporation shall not be changed by this merger.

         3. The merger shall become  effective upon the filing of these Articles
of Merger with the Florida Department of State.




                                        1

<PAGE>



         4.   Shareholder   approval  by  the   shareholders  of  the  Surviving
Corporation  an Merging  Corporation  was not  required  to approve  the Plan of
Merger in accordance with the provisions of Section 607.1104, Florida Statutes.

         5. The Board of Directors of the Surviving Corporation adopted the Plan
of Merger on August 21,  1995,  in  accordance  with the  provisions  of Section
607.1104,  Florida Statutes.  The Board of Directors of the Merging  Corporation
were not required to adopt the Plan of Merger.

Dated as of August 21, 1995.

                              ORIOLE HOMES CORP.


                              By: /s/ Mark A. Levy
                              --------------------
                              Mark A. Levy, President



                              ORIOLE HOMES AT CAMBRIDGE, INC.


                              By: /s/ Mark A. Levy
                              --------------------
                              Mark A. Levy, President




                                        2

<PAGE>



                       CERTIFICATE OF EXECUTIVE COMMITTEE
                                       OF
                               ORIOLE HOMES CORP.


         The undersigned hereby certifies to the following:

         1.       He is the Secretary of the meeting of the Executive  Committee
                  of the Board of Directors  of Oriole  Homes  Corp.,  a Florida
                  corporation  ("Corporation"),  and as such, he is  authorized,
                  among other things, to execute and deliver this Certificate on
                  behalf of the Executive Committee of the Board of Directors of
                  this Corporation.

         2.       The following  Resolution  of the  Executive  Committee of the
                  Board of Directors of the  Corporation,  adopted on August 21,
                  1995 by the  Executive  Committee of the Board of Directors of
                  the   Corporation,   is  a  true  and  correct  copy  of  such
                  Resolution; such Resolution has not been amended, rescinded or
                  modified to any manner, are in full force and effect as of the
                  date hereof,  and are not  inconsistent  with any provision in
                  the  Corporation's  Articles of Incorporation or Bylaws or any
                  other Resolution currently in effect.

         IN WITNESS WHEREOF,  the undersigned has hereunto act his hand and seal
for the purposes herein expressed.

         Dated as of August 21, 1995.



                                   /s/ Antonio Nunez
                                   -----------------
                                   Antonio Nunez, Secretary






<PAGE>



                                  RESOLUTION OF
                           THE EXECUTIVE COMMITTEE OF
                            THE BOARD OF DIRECTORS OF
                               ORIOLE HOMES CORP.


         A Special Meeting of the Executive  Committee of the Board of Directors
of Oriole Homes Corp. (the  "Corporation") was held telephonically on August 21,
1995,  notice  having  been duly  waived  by all the  members  of the  Executive
Committee of the Board of Directors pursuant to Florida Statutes 607.0823.

         Present and voting throughout the meeting were the following Directors,
constituting the full membership of the Executive Committee:

         Mark A. Levy
         Richard D. Levy
         Harry A. Levy
         E. E. Hubshman
         Antonio Nunez

         The  meeting  was  called to order by Mark A.  Levy,  who  presided  as
Chairman, and Antonio Nunez, acted as Secretary of the meeting.

         The first order of business was to discuss and approve a Plan of Merger
of Oriole Homes at Cambridge into Oriole Homes Corp. as follows:

         After  discussion and upon motion duly made,  seconded and carried,  it
was unanimously:

         RESOLVED,  that the following  Plan of Merger is hereby in all respects
approved and adopted:

                                Plan of Merger of
                         Oriole Homes at Cambridge, Inc.
                             Into Oriole Homes Corp.

         1. The name of the corporation which will be the surviving  corporation
in this  merger  is  Oriole  Homes  Corp.,  a  Florida  corporation  ("Surviving
Corporation").   The  name  of  the  corporation   merging  into  the  Surviving
Corporation is Oriole Homes at Cambridge, Inc., a Florida corporation and wholly
owned subsidiary of Oriole Homes Corp. ("Merging Corporation").

         2. The shares of the Merging  Corporation  shall be  surrendered to the
Surviving  Corporation for  cancellation in consideration of the transfer of the
assets  of  the  Merging  Corporation  to the  Surviving  Corporation,  and  its
assumption of the liabilities and obligations of the Merging Corporation.



                                        1

<PAGE>



         3.  Shareholders  of  the  Merging  Corporation  who,  except  for  the
applicability of Section 607.1104,  Florida Statutes,  would be entitled to vote
and dissent from the merger pursuant to Section 607.1320,  Florida Statutes, may
be  entitled,  if they  comply  with  the  provisions  of the  Florida  Business
Corporation Act regarding the rights of dissenting shareholders,  to be paid the
fair value of their shares.

         FURTHER RESOLVED, that Mark A. Levy, the President of this Corporation,
or any  other  officer  of this  Corporation  be,  and  each of them  hereby  is
authorized,  empowered and directed to,  execute and deliver,  on behalf of this
Corporation, Articles of Merger ("Articles") to effectuate the aforesaid Plan of
Merger;  and said President,  or any other officer of this Corporation  shall be
authorized,  empowered  and directed to enter into,  execute and deliver any and
all documents and instruments and to take any and all actions necessary to close
or to conclude, on behalf of this Corporation,  the transactions contemplated by
the Plan of Merger and Articles,  and to expedite any and all of the  covenants,
agreements,  terms and  conditions of the Plan of Merger and  Articles;  and the
approval of the Executive  Committee of the Board of Directors and all corporate
power and  authority  for such  actions  shall be  conclusively  presumed by the
signature of any such officer.

         There being no further  business to discuss,  the meeting was adjourned
on motion duly made, seconded and carried.





                                        2