<PAGE>   1



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        -------------------------------
                                  FORM 10-K/A-2

 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

          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

                          -------------------------
         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/A or any
amendment to this form 10-K/A [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


ITEM 8    Item 8 is hereby amended by deleting the Consolidated Statements of
          Operations Table contained in the Company's 1995  
          Form 10-K and substituting the following table in lieu thereof:

                   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                       ORIOLE HOMES CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                  DECEMBER 31,
                   ASSETS LIABILITIES AND SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                   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.


<PAGE>   3


                       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>





<PAGE>   4



                       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         $ 110,116,572        $  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)           13,917,025                  --                   --
    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.


<PAGE>   5




                       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.


<PAGE>   6




                       ORIOLE HOMES CORP. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993



<TABLE>
<CAPTION>
                                                            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.


<PAGE>   7


                       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.


<PAGE>   8


                       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)
<PAGE>   9



                       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.


<PAGE>   10


                       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>


<PAGE>   11


                       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)



<PAGE>   12


                       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)


<PAGE>   13


                       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)


<PAGE>   14


                       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>                                                             <C>                  <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>



<PAGE>   15


                       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>


<PAGE>   16


                       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
                                                                ============     ============
</TABLE>


NOTE L - SENIOR NOTES

     Senior Notes are comprised as follows:

<TABLE>
<CAPTION>
                                                                    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)



<PAGE>   17


                       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)


<PAGE>   18


                     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.


<PAGE>   19


                       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:

<TABLE>
      <S>          <C>          
      1996         $ 2,368,000
      1997             638,000
      1998             638,000
      1999             638,000
      2000             638,000
      Thereafter    54,007,000
                   -----------
                   $58,927,000
                   ===========
</TABLE>








                                                                     (continued)


<PAGE>   20


                       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:

<TABLE>
                <S>                       <C>                       
                1996                      $       167,000
                1997                              135,000
                                          ---------------
                
                                          $       302,000
</TABLE>                                  ===============

     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)

<PAGE>   21


                       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>                <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.


<PAGE>   22


                                 GRANT THORNTON




                         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.



S/ GRANT THORNTON, LLP

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









<PAGE>   23


                                   SIGNATURES





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




                                                     ORIOLE HOMES CORP.





Date:    11-14-96                          s/ R. D. Levy
----------------------------------         --------------------------------
                                           R. D. Levy, Chairman of the Board
                                           Chief Executive Officer, Director


Date:    11-14-96                          s/ A. Nunez
----------------------------------         --------------------------------
                                           A. Nunez, Senior Vice President
                                           Treasurer, Chief Financial Officer,
                                           Chief Accounting Officer, Director