<PAGE>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                ------------------------------------------------
                             Washington, D.C. 20549

                                    Form 10-Q
                 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the quarter ended: September 30, 2002

                           Commission File No. 1-6963


                               ORIOLE HOMES CORP.
----------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



            Florida                                           59-1228702
--------------------------------                         ----------------------
(State or other jurisdiction of                             (IRS Employer
incorporation or organization)                           Identification No.)




1690 S. Congress Ave., Suite 200 Delray Beach, Fl.              33445
---------------------------------------------------      ----------------------
     (Address of principal executive offices)                (Zip Code)



       Registrant's telephone number, including area code: (561) 274-2000




--------------------------------------------------------------------------------
         Former name, former address and former fiscal year, if changed
                               since last report.


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]  No [ ]

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the close of the period covered by this report.

                Class                        Outstanding at November 8, 2002
---------------------------------------      ----------------------------------
Common Stock, Class A, par value $.10                   1,863,149
Common Stock, Class B, par value $.10                   2,772,375






<PAGE>



                               ORIOLE HOMES CORP.


                                    FORM 10-Q

                                TABLE OF CONTENTS

                                                                        Page
                                                                        ----

PART I.

Item 1.      Financial Statements                                           2

Item 2.      Management's Discussion and Analysis of Financial
             Condition and Results of Operations                           10

Item 3.      Quantitative and Qualitative Disclosures About Market Risk    14

Item 4.      Controls and Procedures                                       14



PART II

Item 6.      Exhibits, Financial Statement Schedules and
             Reports on Form 8-K                                           15


Signatures                                                                 16

Certifications                                                             17








                                      -1-
<PAGE>



                          PART 1. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                       ORIOLE HOMES CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                     ASSETS

<TABLE>
<CAPTION>

                                                      September 30,        December 31,
                                                          2002                2001
                                                      (Unaudited)           (Audited)
                                                      -----------         -----------
<S>                                                   <C>                 <C>
Cash and cash equivalents
        Unrestricted                                  $ 9,502,113         $ 2,226,739
        Restricted                                      1,511,822           5,849,729
                                                      -----------         -----------
                                                       11,013,935           8,076,468
Inventories
        Land                                            9,303,361          31,765,628
        Homes completed or under construction          13,353,864          26,047,903
        Model homes                                     1,013,453           1,300,459
                                                      -----------         -----------
                                                       23,670,678          59,113,990
Property and equipment, at cost
        Land                                               81,837              80,885
        Buildings                                         457,216             457,216
        Furniture, fixtures and equipment               1,236,250           2,223,601
                                                      -----------         -----------
                                                        1,775,303           2,761,702
Less accumulated depreciation                           1,242,943           1,952,717
                                                      -----------         -----------
                                                          532,360             808,985
                                                      -----------         -----------

Land held for investment, at cost                              --           1,857,300

Investment in unconsolidated joint venture              5,720,404           5,000,000

Other
        Prepaid expenses                                  878,331           1,732,764
        Unamortized financing costs                       271,644             752,970
        Other assets                                    1,714,468           2,522,057
                                                      -----------         -----------
                                                        2,864,443           5,007,791
                                                      -----------         -----------

                           Total assets               $43,801,820         $79,864,534
                                                      ===========         ===========

</TABLE>


        The accompanying notes are an integral part of these statements.


                                      -2-
<PAGE>


                       ORIOLE HOMES CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      LIABILITIES AND SHAREHOLDERS' EQUITY


<TABLE>
<CAPTION>

                                                                             September 30,      December 31,
                                                                                2002               2001
                                                                             (Unaudited)         (Audited)
                                                                             -----------         -----------
<S>                                                                          <C>                 <C>
Liabilities
        Mortgage notes payable                                               $ 3,418,503         $24,257,026
        Accounts payable and accrued liabilities                               4,846,401          10,054,699
        Customer deposits                                                      3,060,640           9,763,166
                                                                             -----------         -----------
                        Total liabilities                                     11,325,544          44,074,891
                                                                             -----------         -----------
Shareholders' equity
        Class A common stock, $.10 par value Authorized - 10,000,000
                        shares Issued and outstanding - 1,863,149
                        in 2002 and 2001                                         186,315             186,315
        Class B common stock, $.10 par value
                        Authorized - 10,000,000 shares
                        Issued and outstanding - 2,772,375
                        in 2002 and 2,762,375 in 2001                            277,238             276,238

        Additional paid-in capital                                            19,281,327          19,267,327

        Retained earnings                                                     12,731,396          16,059,763
                                                                             -----------         -----------
                        Total shareholders' equity                            32,476,276          35,789,643
                                                                             -----------         -----------
                        Total liabilities and shareholders' equity           $43,801,820         $79,864,534
                                                                             ===========         ===========

</TABLE>

        The accompanying notes are an integral part of these statements.



                                      -3-
<PAGE>


                       ORIOLE HOMES CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                       Nine Months Ending                        Three Months Ending
                                                          September 30,                             September 30,
                                                 ----------------------------------          ----------------------------------
                                                      2002                  2001                  2002                  2001
                                                 ------------          ------------          ------------          ------------
<S>                                              <C>                   <C>                   <C>                   <C>
Revenues
     Sales of homes                              $ 89,551,170          $ 92,107,967          $ 23,199,369          $ 40,066,216
     Sales of land                                     17,400                    --                 6,000                    --
     Gain on sales of property and
          equipment, land held for
          Investment and other assets,
          net                                           1,510               105,469                (2,104)                9,901
     Interest, rentals and other income             1,098,106             1,763,763               344,578               660,844
                                                 ------------          ------------          ------------          ------------
                                                   90,668,186            93,977,199            23,547,843            40,736,961
                                                 ------------          ------------          ------------          ------------

Costs and expenses
     Cost of homes                                 82,266,870            83,856,783            20,991,178            36,387,239
     Cost of land sold                                 13,074                    --                 2,607                    --
     Costs relating to other operating
          revenues                                         --                 9,587                    --                 5,085
     Selling, general and administrative
     expenses                                      11,437,013            12,545,966             3,221,627             4,504,822
     Interest costs incurred                          653,694             4,369,559                64,765               942,130
     Interest capitalized (deduct)                   (653,694)           (4,369,559)              (64,765)             (942,130)
                                                 ------------          ------------          ------------          ------------
                                                   93,716,957            96,412,336            24,215,412            40,897,146
                                                 ------------          ------------          ------------          ------------

Operating loss                                     (3,048,771)           (2,435,137)             (667,569)             (160,185)

Loss from unconsolidated
     joint venture                                   (279,596)                   --               (18,596)                   --
                                                 ------------          ------------          ------------          ------------

Net loss before extraordinary item               $ (3,328,367)         $ (2,435,137)         $   (686,165)         $   (160,185)

Extraordinary loss on early
     extinguishment of debt                                --              (572,008)                   --              (572,008)
                                                 ------------          ------------          ------------          ------------
Net loss                                         $ (3,328,367)         $ (3,007,145)         $   (686,165)         $   (732,193)
                                                 ============          ============          ============          ============

Basic and Diluted loss per Class
     A and B common share available
     for common stockholders

Loss before extraordinary item                   $       (.72)         $       (.53)         $       (.15)         $       (.04)

Extraordinary item                               $         --          $       (.12)         $         --          $       (.12)
                                                 ------------          ------------          ------------          ------------

Net loss                                         $       (.72)         $       (.65)         $       (.15)         $       (.16)
                                                 ============          ============          ============          ============

Weighted average number of
     common shares outstanding -
     Basic and Diluted                              4,631,678             4,625,524             4,635,524             4,625,524
                                                 ============          ============          ============          ============
</TABLE>

        The accompanying notes are an integral part of these statements.



                                      -4-
<PAGE>



                       ORIOLE HOMES CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                 Nine Months Ending
                                                                                    September 30,
                                                                        ----------------------------------
                                                                            2002                  2001
                                                                        ------------          ------------
<S>                                                                     <C>                   <C>
Cash flows from operating activities
       Net loss                                                         $ (3,328,367)         $ (3,007,145)
       Adjustments to reconcile net loss to net cash
         provided by (used in) operating activities
            Depreciation                                                     168,550               337,057
            Extraordinary item                                                    --               572,008
            Amortization                                                   1,393,641             1,471,987
            Gain on sales of property, equipment and land held
              for investment, net                                             (1,510)             (105,469)
            Loss from unconsolidated joint venture                           279,596                    --
       (Increase) decrease in operating assets
            Inventories                                                   36,055,864             7,403,574
            Land held for investment                                       1,857,301                    --
            Other assets                                                     397,607              (326,863)
       Increase (decrease) in operating liabilities
            Accounts payable and accrued liabilities                      (5,208,298)           (3,186,441)
            Customer deposits                                             (6,702,526)            3,922,269
                                                                        ------------          ------------
       Total adjustments                                                  28,240,225            10,088,122
                                                                        ------------          ------------
            Net cash provided by operating activities                     24,911,858             7,080,977
                                                                        ------------          ------------

Cash flows from investing activities
       Capital expenditures                                                       --              (104,278)
       Investment in unconsolidated joint venture                         (1,000,000)           (5,000,000)
       Sales of property and equipment and land held for
         investment                                                           24,000               237,635
                                                                        ------------          ------------
            Net cash (used in) provided by investing activities             (976,000)           (4,866,643)
                                                                        ------------          ------------

Cash flows from financing activities
       Proceeds from bank borrowings                                      20,172,161            63,048,164
       Principal payments of bank borrowings                             (41,010,684)          (40,868,631)
       Financing costs                                                      (174,868)           (1,491,519)
       Repayment of line of credit                                                --               (10,000)
       Repurchase of senior notes                                                 --           (34,864,000)
       Exercise of stock options                                              15,000                    --
                                                                        ------------          ------------
            Net cash (used in) financing activities                      (20,998,391)          (14,185,986)
                                                                        ------------          ------------

Net increase (decrease) in cash and cash equivalents                       2,937,467           (11,971,652)

Cash and cash equivalents at beginning of period                           8,076,468            21,707,756
                                                                        ------------          ------------

Cash and cash equivalents at end of period                              $ 11,013,935          $  9,736,104
                                                                        ============          ============

Supplemental disclosures of cash flow information
Cash paid during the year for:
       Interest (net of amount capitalized)                             $  1,448,763          $    660,017
       Income taxes                                                     $         --          $         --

</TABLE>


        The accompanying notes are an integral part of these statements.


                                      -5-
<PAGE>



                       ORIOLE HOMES CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.       The consolidated balance sheet as of September 30, 2002 and the related
         statements of operations and cash flows for the three months and nine
         months ended September 30, 2002 and 2001 of Oriole Homes Corp.
         (together with its consolidated subsidiaries, the "Company") have been
         prepared by the Company without audit. In the opinion of management of
         the Company, all adjustments (consisting of normal recurring accruals)
         necessary for a fair presentation of the unaudited interim periods have
         been reflected herein. Significant intercompany accounts and
         transactions, if any, have been eliminated in consolidation. Certain
         prior year balances have been reclassified to conform to the current
         year presentation.

         Certain footnote disclosures normally included in financial statements
         prepared in accordance with generally accepted accounting principles
         have been omitted. It is suggested that these consolidated financial
         statements be read in conjunction with the financial statements and
         notes thereto included in the Company's December 31, 2001 annual report
         on Form 10-K.

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the amounts reported in the financial
         statements and accompanying notes. Actual results could differ from
         those estimates.


2.       The results of operations for the three months and nine months ended
         September 30, 2002 are not necessarily indicative of the results for
         the entire year. The Company allocates certain costs to units delivered
         based upon estimates of the number of units projected to be delivered
         and the associated timing of the deliveries. When it becomes apparent
         that the number of deliveries in a project will vary significantly from
         the estimates, the Company will revise these cost allocations, which
         will affect results of operations.


3.       Backlog of contracts for sales of homes:
<TABLE>
<CAPTION>

                                            September 30, 2002               December 31, 2001
                                        ----------------------------    ----------------------------
                                        Units          Amounts          Units          Amounts
                                        -------    -----------------    -------    -----------------

<S>                                         <C>        <C>                 <C>         <C>
                 Single-Family              62         $ 13,229,712        267         $ 63,310,070

                 Multi-Family               61           11,376,498        124           19,889,158
                                            --           ----------        ---           ----------
                 Total
                                           123         $ 24,606,210        391         $ 83,199,228
                                           ===         ============        ===         ============


</TABLE>



                                      -6-
<PAGE>



4.       Mortgage Notes

         On August 8, 2000, in connection with the Vizcaya Project, a wholly
         owned subsidiary of the Company borrowed an aggregate principal amount
         of $26,787,200, of which $9,580,430 was for future construction costs
         (the "Vizcaya Loan"). At September 30, 2002 a balance of $1,870,683 is
         outstanding. The Vizcaya Loan is secured by real property and other
         assets acquired in connection with the acquisition of the Vizcaya
         Project. The Company has agreed to guarantee up to an aggregate of $2.0
         million of the Vizcaya Loan. Certain individual guarantors, not related
         to the Company, have also agreed to jointly and severally guarantee the
         Vizcaya Loan. The Vizcaya Loan bears interest at the prime rate of the
         bank, which was 4.75% and 6.00% as of September 30, 2002 and 2001,
         respectively. Accrued interest on the loan is payable monthly and
         partial payments of principal are made upon the delivery of homes. The
         Vizcaya Loan is collateralized by certain land and land improvements.

         On July 16, 2001, the Company entered into agreements that provided for
         borrowing an aggregate principal amount of $49,878,136, of which
         $15,451,742 was for future construction costs (the "Mortgage Notes").
         Four separate mortgage notes encumbering different parcels of real
         property (land and related improvements) collateralize the loans. On
         July 22, 2002, the Company repaid the remaining balance of the four
         mortgage notes.

         On July 16, 2001, the Company also effected an optional redemption of
         all of its outstanding 12 1/2% Senior Notes due 2003. The total
         redemption price, including accrued interest of $2,112,688, was
         $35,915,688. Of this amount, $33,313,737 was provided by the financing
         arrangement for $49,878,136 described above and $2,601,951 from
         available cash. Prior to this transaction, Senior Notes had been
         purchased in the open market at varying prices.

         On August 23, 2001, the Company entered into an agreement that provided
         for borrowing an aggregate principal amount of $1,265,000 for the
         purchase of land (the "Land Loan"). A mortgage note encumbering a
         parcel of real property secured the Land Loan.

         On August 22, 2002, the Company entered into an agreement for a Future
         Advance, Consolidation, Modification, and Ratification of Mortgage and
         Note Agreement with Ocean Bank. A future advance for the amount of
         $9,750,000 for construction purposes was consolidated together with the
         original note of $1,265,000, along with interest reserve of $110,000,
         dated August 23, 2001 described above for a total loan amount of
         $11,125,000. The loan is collateralized by land and land improvements
         in Celebration, Florida. Interest is at the specified prime rate of the
         bank plus 0.50, or 5.75%, whichever is higher. Interest is payable
         monthly, and the principal must be paid in full at maturity on February
         23, 2004. At September 30, 2002 a balance of $1,547,820 is outstanding.

5.       Income taxes

         At September 30, 2002, the Company had no deferred tax benefit related
         to its net operating loss as the Company's ability to realize these
         benefits is not "more likely than not" as defined by SFAS Statement No.
         109 "Accounting for Income Taxes".

6.       Land held for investment

         In 2002, the Company has elected to build-out two parcels of land,
         previously classified as land held for investment at December 31, 2001,
         in Bonita Springs in Lee County, Florida, with 48 homes. The Company
         had previously sold 100 homes in this development. In connection with
         this build-out, on October 11, 2002 the Company entered into a contract
         for approximately $6,727,000 with a general contractor, BBL-Florida, to
         construct these 48 homes.



                                      -7-
<PAGE>



7.       Segment information

         The Company has one reportable segment: home building. The home
         building segment develops and sells residential properties and planned
         communities. In 2000, the rental operations segment's operations were
         discontinued, and revenues and expenses associated with rental
         operations ceased. Its remaining assets were sold in the first quarter
         of 2001. There was no material revenue from the remaining units in the
         rental segment in 2001.


8.       Investment in unconsolidated joint venture

         On September 14, 2001, the Company contributed capital of $5,000,000 to
         a special purpose limited liability company formed to operate a joint
         venture between the Company and Centerline Homes at the Equestrian
         Club, Inc. to construct and sell homes in Palm Beach County. On
         February 27, 2002, an additional $1,000,000 was contributed by the
         Company. Under the terms of the joint venture, the Company is entitled
         to a preferential distribution equal to the greater of (a) the first
         $7,841,000 of Available Cash (as defined in the operating agreement) or
         (b) a return of all of its capital contributions plus an internal rate
         of return equal to 25% on its contributions to the venture. Under the
         terms of the joint venture, the Company may, but is not obligated to,
         make further capital contributions, make any loan to the joint venture
         or guarantee any of the joint venture's obligations. The Company's
         interest in the joint venture is accounted for using the equity method
         of accounting. The Company reported no distribution from its interest
         in the joint venture and reported a year-to-date loss of $279,596 to
         reflect start-up expenses associated with advertising and general and
         administrative expenses as required by generally accepted accounting
         principles.


9.       Related party transactions

         In December 2000, the Company sold and leased back nine model homes
         used by the Vizcaya Project from an entity controlled by certain
         officers/shareholders of the Company (the "Related Party"). The selling
         prices of the model homes approximated fair market value.

         The Related Party paid $1,365,010 in cash and issued an unsecured
         promissory note in the amount of $588,800. Interest on the note of 8.0%
         per annum was payable monthly beginning December 30, 2000 and the
         principal was to be paid in full no later than maturity on December 30,
         2003. The promissory note was repaid in full at March 31, 2002.

         In September 2002, the special purpose limited liability company
         described at Note 8 above sold two model homes to Centerline Homes at
         the Equestrian Club, Inc., an entity controlled by certain
         officers/shareholders of the special purpose limited liability company
         (the "Centerline Homes affiliates"). The selling prices of the model
         homes approximated fair market value.

         The Centerline Homes affiliates paid $1,340,000 in cash and issued
         promissory notes subordinate to the buyer purchase money loan in the
         amount of $443,836. Interest on the notes of 7.0% per annum is payable
         monthly beginning October 5, 2002, and the principal must be paid in
         full no later than maturity on October 5, 2004. In October 2002, the
         special purpose limited liability company leased back the two model
         homes.



                                      -8-
<PAGE>

10.      Recent Accounting Pronouncements

         In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
         Associated with Exit or Disposal Activities" ("SFAS 146:"). SFAS
         addresses financial accounting and reporting for costs associated with
         exit or disposal activities and nullifies Emerging Issues Task Force
         (EITF) Issue No.94-3, "Liability Recognition for Certain Employee
         Termination Benefits and Other Costs to Exit an Activity (including
         Certain Costs Incurred in a Restructuring)," as liabilities for these
         costs are now recognized when incurred rather than at the date an
         entity commits to an exit plan. The provisions of SFAS 146 are
         effective, on a prospective basis, for exit or disposal activities
         initiated by the Company after December 31, 2002. SFAS 146 will not
         have any impact on the Company.

11.      Subsequent Events

         As described at Note 4 above, the Company agreed to guarantee up to an
         aggregate of $2.0 million of the Vizcaya Loan. This guarantee has been
         reduced to the outstanding balance of this loan as of October 31, 2002,
         which is $473,343.



                                      -9-
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

OVERVIEW

         The results of operations for interim periods during the year are not
necessarily indicative of results of operations for the fiscal year. The Company
allocates certain costs to units delivered based upon estimates of the number of
annual units projected to be delivered and the associated timing of the
deliveries. In past years, the Company has experienced inventory valuation
adjustments reducing net income when expected deliveries fell short of
expectations. These included adjustments of $13.9 million in 1995, $21.6 million
in 1997 and $4.9 million in 1999.

REAL ESTATE PROJECTS

         Based upon the reduced backlog of homes to be delivered and the reduced
number of customer deposits as compared to last year, home-building revenues for
fiscal 2002 will most likely be lower than fiscal 2001, and will decline into
2003. The Company believes that its project in Stonecrest can provide a stable
source of revenue for the next several years. The Spring Park Terraces project
in Celebration and the Sandpiper Isles and Sandpiper Greens projects in Pelican
Landing are in development and construction stages in 2002, with sales revenues
being recognized through 2003. The build-out of four of our eight current
projects is anticipated by year-end 2002, and the Company is evaluating future
land purchases, as well as developing future strategies for positioning itself
within the competitive building and development market in Florida.

MERGER PLAN

         Oriole Homes Corp. has entered into an agreement and plan of merger
dated as of September 11, 2002, pursuant to which Levy Acquisition Co. will
merge with and into the Company with the Company as the surviving corporation,
with each outstanding share of our common stock being converted into the right
to receive $4.90 in cash, except for shares of our common stock held by Levy
Acquisition Co., its affiliates, and the Company. The transaction is subject to
a number of closing conditions, including approval of the merger by holders of a
majority of all the outstanding shares of each class of Common Stock, voting as
separate classes, and approval of the Merger by holders of a majority of all
shares of Common Stock not held by Levy Acquisition Co. and its affiliates,
voting together as a single class, as well as other customary conditions.
Pending satisfaction of all conditions, the merger is anticipated to close in
early 2003.


LIQUIDITY AND CAPITAL RESOURCES

         The Company's cash requirements vary from period to period depending
upon changes in inventory, land acquisition and development requirements,
construction in progress and, to a lesser extent, the Company's current net
income or loss. The Company obtains funds for its cash requirements from
operations, proceeds from the sale of investment property and from borrowings.
Currently, borrowings are concentrated with one lender. In connection with land
acquisitions and development, the Company may borrow money secured by land and
improvements.

         During the first nine months of 2002, the Company used a portion of
cash generated by operations to pay down a net amount of $20.8 million of
mortgage notes. On February 27, 2002, the Company contributed an additional $1.0
million to a special purpose limited liability company formed to operate a joint
venture between the Company and Centerline Homes at the Equestrian Club, Inc. to
construct and sell homes in Palm Beach County.

         At September 30, 2002, the Company had approximately $11.0 million in
cash and cash equivalents, including $1.5 million restricted for customer escrow
deposits. This results in an increase of $2.9 million ($7.3 million increase in
unrestricted and $4.4 million decrease in restricted) from December 31, 2001.

         In 2002, the Company has also elected to build-out two parcels of land,
previously classified as land held for investment at December 31, 2001, in
Bonita Springs in Lee County, Florida, with 48 homes. The Company had previously
sold 100 homes in this development. In connection with this build-out, on
October 11, 2002 the Company entered into a contract for approximately
$6,727,000 with a general contractor, BBL-Florida, to construct these 48 homes.




                                      -10-
<PAGE>



         The Company has no other material commitments or material off-balance
sheet obligations that would affect future liquidity. Management anticipates
that funds from operations, available cash and cash available under existing
credit facilities are sufficient for reasonably anticipated current and
near-term capital requirements through September 30, 2003.

         If the Company does not have sufficient capital resources to acquire
capital assets and land, develop land improvements, and meet other needs of its
business, projects may be delayed and additional financing may be required,
resulting in possible adverse effects on the Company's results of operations. No
assurance can be given as to the terms, availability or cost of any future
financing the Company may need. If the Company is at any time unable to service
its debt, financing may not be available or available on terms acceptable to the
Company.



RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2001

         The Company's revenues from home sales decreased $16.9 million (42.1%)
to $23.2 million during the third quarter of 2002 as compared to the comparable
quarter of 2001 primarily as a result of a decrease in the number of homes
delivered. Oriole delivered 109 homes in the 2002 third quarter compared to 189
in the same period in 2001. The average selling price of homes delivered
increased slightly from $211,991 per home to $212,838. The number of contracts
signed at 27 and the aggregate dollar value of those contracts at $5.2 million
decreased substantially in the 2002 third quarter from 130 and $24.3 million,
respectively, from the same period in 2001 as a result of the reduced inventory
of land available for development.

         Interest, rentals and other income decreased $0.3 million during the
third quarter of 2002 as compared to the same period in 2001 due to reduced
earnings on interest-bearing investments and a reduction in other revenues
associated with operations.

         Cost of home sales decreased to $21.0 million (42.3%) from $36.4
million in 2001 primarily due to a decrease in the number of homes delivered. As
a percentage of home sales, cost of sales decreased slightly to 90.5% as
compared to 90.8% in the same period in 2001 as a result of a differing product
mix of units delivered, partially offset by an increase in the potential bonus
due to the builder of the Vizcaya project.

         Selling, general and administrative expenses decreased $1.3 million in
dollar value but increased as a percentage of revenues to 13.7% from 11.1% as
compared to the same period in 2001. In particular, reductions in operations
expenses were offset by expenses associated with the plan of merger described
above, severance payments attributable to the close out of several communities
and retention payments to assure key management employees remain with the
Company for a specified period of time in the future.

         The Company reflected a loss of $18,596 on its investment in the
unconsolidated joint venture to properly reflect start-up expenses associated
with advertising and general and administrative expenses as required by
generally accepted accounting principles.

         The Company incurred a net loss before extraordinary item for the
quarter ended September 30, 2002 of $686,165, or $0.15 per share, compared to a
net loss before extraordinary item of $160,185, or $0.04 per share, during the
same period in 2001. The Company incurred a net loss for the quarter ended
September 30, 2002 of $686,165 or $0.15 per share compared to a net loss of
$732,193 or $0.16 per share during the same period of 2001.

         Earnings before interest, taxes, depreciation and amortization,
referred to as EBITDA, is recognized within the real estate industry as a
meaningful financial measure. EBITDA is approximately $0.8 million. Interest
expense included in the cost of sales, depreciation and amortization are
non-cash items added back to the Company's net loss of $686,165. This
represented a decrease of $3.0 million in the third quarter of 2002 as compared
to the same period in 2001 due to the reduced number of homes delivered in 2002,
reduced interest included in cost of construction, and the one-time
extraordinary item in the third quarter of 2001 representing the writeoff of
remaining deferred debt issuance costs and other financing expenses due to the
early extinguishment of debt.

         The Company has continued to respond to the close-out of several of its
projects by reductions in staff and related overhead expenses. The Company
reduced staff by 15% in the third quarter of 2002 and will continue to adjust to
meet activity levels.




                                      -11-
<PAGE>

         The Company has earned a preferred return, as defined, based upon its
cash investment in the Vizcaya Project. Under the terms of a Builder's
Agreement, Centerline Homes at Delray, Inc. received a bonus up to the
cumulative preferred return earned by the Company. Thereafter, excess net
income, as defined, is shared equally. Based upon the cumulative Vizcaya results
of operations to September 30, 2002, the bonus to match the cumulative preferred
return received by the Company due to the builder was $1,520,205, which was paid
in the third quarter. In addition, the Company has accrued a bonus of $627,136
for the builder's share of net income in the third quarter to bring the total
bonus to $902,136.

         The Company's cash investment was reduced to zero in June 2002 and the
project is scheduled to close all remaining homes by year-end, and because the
builder is entitled, out of available profits as defined, to earn a bonus up to
the total cumulative preferred return received by the Company, with an
additional bonus of 50% of subsequent profits earned, future net income accruing
to the Company from this project is expected to be significantly lower.




NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 2001

         The Company's revenues from home sales decreased $2.6 million (2.8%) to
$89.6 million during the first nine months of 2002 as compared to the same
period in 2001 primarily as a result of a decrease in the number of homes
delivered. Oriole delivered 427 homes in the first nine months of 2002 compared
to 474 in the same period in 2001. The average selling price of homes delivered
increased from $194,321 per home to $209,722 as a result of the higher volume of
homes closed that were part of the Terraces at Celebration project. The number
of contracts signed at 159 and the aggregate dollar value of those contracts at
$31.0 million decreased substantially in the first nine months of 2002 from 578
and $121.6 million, respectively, from the same period in 2001 as a result of
the reduced inventory of land available for development.

         Interest, rentals and other income decreased by $0.8 million during
2002 as compared to the same period in 2001 due to to reduced earnings on
interest-bearing investments and reduction in other revenues associated with
operations.

         Cost of home sales decreased to $82.3 million (1.9%) from $83.9 million
in 2001 primarily due to an decrease in the number of homes delivered. As a
percentage of home sales, cost of sales increased slightly to 91.9% as compared
to 91.0% in the same period in 2001 as a result of a differing product mix of
units delivered and increase of $1,661,341 in the potential bonus due to the
builder of the Vizcaya project.

         Selling, general and administrative expenses decreased $1.1 million in
dollar value and decreased as a percentage of revenues to 12.6% from 13.4% as
compared to the same period in 2001. In particular, reductions in operations
expenses were offset by expenses associated with the plan of merger described
above, severance payments attributable to the close out of several communities
and retention payments to assure key management employees remain with the
Company for a specified period of time in the future.

         The Company reflected a loss of $279,596 on its investment in the
unconsolidated joint venture to properly reflect start-up expenses associated
with advertising and general and administrative expenses as required by
generally accepted accounting principles.

         The Company incurred a net loss before extraordinary item for the first
nine months of 2002 of $3.3 million, or $0.72 per share, compared to a net loss
before extraordinary item of $2.4 million, or $0.53 per share in the same period
of 2001. The Company incurred a net loss for the first nine months ended
September 30, 2002 of $3,328,000 or a $0.72 loss per share compared to a net
loss of $3,007,000 or a $0.65 loss per share during the same period in 2001.




                                      -12-
<PAGE>



         Earnings before interest, taxes, depreciation and amortization,
referred to as EBITDA, is recognized within the real estate industry as a
meaningful financial measure. EBITDA is approximately $4.4 million. Interest
expense included in the cost of sales, depreciation and amortization are
non-cash items added back to the Company's net loss of $3,328,367. This
represented a decrease of $1.1 million in the first nine months of 2002 as
compared to the same period in 2001, which includes the one-time extraordinary
item in the third quarter of 2001 representing the write-off of remaining
deferred debt issuance costs and other financing expenses due to the early
extinguishment of debt.

         The Company has continued to respond to the close-out of several of its
projects by reductions in staff and related overhead expenses. The Company
reduced staff by 47% in the first nine months of 2002 and will continue to
adjust to meet activity levels.

         The Company has earned a preferred return, as defined, based upon its
cash investment in the Vizcaya Project. Under the terms of a Builder's
Agreement, Centerline Homes at Delray, Inc. received a bonus up to the
cumulative preferred return earned by the Company. Thereafter, excess net
income, as defined, is shared equally. Based upon the cumulative Vizcaya results
of operations to September 30, 2002, the potential bonus to match the cumulative
preferred return received by the Company due to the builder was $1,520,205,
which was paid in the third quarter. In addition, the Company accrued a bonus of
$902,136 for the builder's share of net income.

         Because the Company's cash investment was reduced to zero in June 2002
and the project is scheduled to close all remaining homes by year-end, and
because the builder is entitled, out of available profits as defined, to earn a
bonus up to the total cumulative preferred return received by the Company, with
an additional bonus of 50% of subsequent profits earned, future net income
accruing to the Company from this project is expected to be significantly lower.


FORWARD-LOOKING STATEMENTS

Some of the statements in this document are "forward-looking statements" as that
term is defined in the Private Securities Litigation Reform Act of 1995. By
their nature, forward-looking statements involve risks, uncertainties and other
factors that may cause actual results to differ materially from those that the
statements anticipate.

PARTICULAR FACTORS THAT COULD AFFECT US

         The following factors in particular could significantly affect our
operations and financial results. The residential homebuilding industry is
cyclical and is highly sensitive to changes in general economic conditions, such
as consumer confidence and income, availability of financing, interest rate
levels and demand for housing. The resale market for used homes, including
foreclosed homes, also affects new home sales.

         The residential homebuilding industry has, from time-to-time,
experienced fluctuating lumber prices and supply, as well as shortages of other
materials and labor, including insulation, drywall, concrete, carpenters,
electricians and plumbers. Delays in construction of homes due to these
shortages or due to weather conditions could adversely affect our operations.

         Inflation can increase the cost of building materials and labor and
other construction related costs. Conversely, deflation can reduce the value of
our land inventory and make it more difficult to include the full cost of
previously purchased land in home sale prices.

         Customers may be unwilling or unable to purchase our homes at times
when mortgage-financing costs are considered high.

         In general, housing demand is adversely affected by increases in
interest rates and by decreases in the availability of mortgage financing. Also,
our homebuilding activity is dependent upon the cost and availability of
mortgage financing for buyers of homes currently owned by potential customers
who need to sell before buying from us. Although about 45% of our current sales
are for cash, there is no guarantee that future sales will be made on such terms
in comparable amounts. If mortgage interest rates increase and the ability or
willingness of prospective buyers to finance home purchases is adversely
affected, our operating results may suffer.



                                      -13-
<PAGE>

         A number of other factors can cause our operating results to vary. We
have historically experienced, and expect to continue to experience, variability
in operating results on a quarterly basis. Factors that may contribute to this
variability include, but are not limited to:

         o  The timing of home deliveries and land sales;

         o  The timing of receipt of regulatory approvals for the construction
            of homes;

         o  Changes in the regulatory environment particularly with respect to
            zoning and land use;

         o  The condition of the real estate market and general economic
            conditions, which can be adversely affected by national and
            international events, such as the tragic events of September 11,
            2001;

         o  The cyclical nature of the homebuilding and financial services
            industries;

         o  Changes in federal income tax laws;

         o  An increase in the supply of homes available for sale;

         o  Pricing policies of our competitors;

         o  The timing of the opening of new residential communities; and

         o  The cost and availability of materials and labor.

         Our historical financial performance is not necessarily a meaningful
indicator of future results. We expect our financial results to continue to vary
from quarter to quarter.

         We have incurred significant losses in the past several years and can
provide no assurances that we will be able to implement strategies that will
result in profitability.

         We have engaged affiliates of Centerline Homes, Inc. to develop and
manage two of our real estate investments, the Vizcaya Project and the
Equestrian Club. As our other investment properties are closed and delivered,
our profitability may increasingly depend on the ability of Centerline Homes to
manage these two investments in a financially successful manner.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         There have been no material changes in our market risk from December
31, 2001. For information regarding our market risk, refer to our Form 10-K for
the fiscal year ended December 31, 2001.


ITEM 4.  CONTROLS AND PROCEDURES

           Our Chief Executive Officer and Chief Financial Officer
(collectively, the "Certifying Officers") are responsible for establishing and
maintaining disclosure controls and procedures for us. Such officers have
concluded (based upon their evaluation of these controls and procedures as of a
date within 90 days of the filing of this report) that our disclosure controls
and procedures are effective to ensure that information required to be disclosed
by us in this report is accumulated and communicated to management, including
our principal executive officers as appropriate, to allow timely decisions
regarding required disclosure.

           The Certifying Officers also have indicated that there were no
significant changes in our internal controls or other factors that could
significantly affect such controls subsequent to the date of their evaluation,
and there were no corrective actions with regard to significant deficiencies and
material weaknesses.



                                      -14-
<PAGE>


                           PART II - OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


(a)      Exhibits

         EXHIBIT
         NUMBER
         -------

         10.69    Promissory Note (Revolver) with Ocean Bank in amount of
                  $8,441,298 dated August 22, 2002

         10.70    Consolidated Promissory Note (Non-Revolver) with Ocean Bank in
                  amount of $2,683,702 dated August 22, 2002

         10.71    Future Advance, Consolidation, Modification, and Ratification
                  of Mortgage and Note Agreement with Ocean Bank dated August
                  22, 2002

         10.72    Construction Loan Agreement between Ocean Bank and Oriole
                  Homes Corp. dated August 22, 2002

(b)      Reports on Form 8-K

         The Company filed a Report on Form 8-K dated August 14, 2002 setting
         forth in Item 9 the written statements of the Chief Executive Officer
         and Chief Financial Officer of the Company required by Section 906 of
         the Sarbanes-Oxley Act of 2002.

         The Company filed a Report on Form 8-K dated September 13, 2002
         disclosing, in accordance with Item 5 and Item 7, that Oriole Homes
         Corp. and Levy Acquisition Co. entered into an agreement and plan of
         merger on September 11, 2002 pursuant to which Levy Acquisition Co.
         will merge with and into Oriole Homes Corp. with Oriole Homes Corp. as
         the surviving corporation.

         No other Form 8-K was filed for the three months ended September 30,
         2002.






                                      -15-
<PAGE>


                                   SIGNATURES



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

                             ORIOLE HOMES CORP.


DATE  NOVEMBER 14, 2002       /s/ R.D. LEVY
      -----------------       ----------------------------------------------
                                R.D. Levy, Chairman of the Board,
                                Chief Executive Officer, Director
                                (Principal Executive Officer)


DATE  NOVEMBER 14, 2002       /s/ J. PIVINSKI
      -----------------       ----------------------------------------------
                                J. Pivinski, Vice President - Finance,
                                Treasurer, Chief Financial Officer
                                (Principal Financial and Accounting Officer)



                                      -16-
<PAGE>


           CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Quarterly Report of Oriole Homes Corp. on Form
10-Q for the quarter ending September 30, 2002, as filed with the Securities and
Exchange Commission on the date hereof, I, Richard D. Levy, the Chief Executive
Officer of the Company, certify, pursuant to and for purposes of 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002, that:

         1. I have reviewed this quarterly report on Form 10-Q of Oriole Homes
Corp.;

         2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act rules 13a-14 and 15d-14) for the registrant and have:

                  a) designed such disclosure controls and procedures to ensure
         that material information relating to the registrant, including its
         consolidated subsidiaries is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

                  b) evaluated the effectiveness of the registrant's disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this quarterly report (the "Evaluation Date"); and

                  c) presented in this quarterly report our conclusions about
         the effectiveness of the disclosure controls and procedures based on
         our evaluation as of the Evaluation Date;

         5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):

                  a) all significant deficiencies in the design or operation of
         internal controls which could adversely affect the registrant's ability
         to record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weakness in
         internal controls; and

                  b) any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         registrant's internal controls;

         6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

DATE  NOVEMBER 14, 2002                  /s/ RICHARD D. LEVY
      ------------------                 --------------------------------------
                                           Richard D. Levy,
                                           Chief Executive Officer



                                      -17-
<PAGE>


           CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Quarterly Report of Oriole Homes Corp. on Form
10-Q for the quarter ending September 30, 2002, as filed with the Securities and
Exchange Commission on the date hereof, I, Joseph Pivinski, the Chief Financial
Officer of the Company, certify, pursuant to and for purposes of 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002, that:

         1. I have reviewed this quarterly report on Form 10-Q of Oriole Homes
Corp.;

         2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act rules 13a-14 and 15d-14) for the registrant and have:

                  a) designed such disclosure controls and procedures to ensure
         that material information relating to the registrant, including its
         consolidated subsidiaries is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

                  b) evaluated the effectiveness of the registrant's disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this quarterly report (the "Evaluation Date"); and

                  c) presented in this quarterly report our conclusions about
         the effectiveness of the disclosure controls and procedures based on
         our evaluation as of the Evaluation Date;

         5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):

                  a) all significant deficiencies in the design or operation of
         internal controls which could adversely affect the registrant's ability
         to record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weakness in
         internal controls; and

                  b) any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         registrant's internal controls;

         6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

DATE  NOVEMBER 14, 2002               /s/ JOSEPH PIVINSKI
      -----------------               ----------------------------------------
                                        Joseph Pivinski
                                        Chief Financial Officer



                                      -18-