<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:  March 31, 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 May 9, 2002
-------------------------------------      ------------------------------------
Common Stock, Class A, par value $.10                   1,863,149
Common Stock, Class B, par value $.10                   2,772,375





<PAGE>


                          PART 1. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                       ORIOLE HOMES CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>

                                                                          MARCH 31,        DECEMBER 31,
                                                                            2002              2001
                                                                         (UNAUDITED)        (AUDITED)
                                                                         -----------       -----------
<S>                                                                      <C>               <C>
Cash and cash equivalents
        Unrestricted                                                     $ 3,414,098       $ 2,226,739
        Restricted                                                         2,971,993         5,849,729
                                                                         -----------       -----------
                                                                           6,386,091         8,076,468
Inventories
        Land                                                              25,751,414        31,765,628
        Homes completed or under construction                             23,842,416        26,047,903
        Model homes                                                        1,042,837         1,300,459
                                                                         -----------       -----------
                                                                          50,636,667        59,113,990
Property and equipment, at cost
        Land                                                                  81,837            80,885
        Buildings                                                            457,216           457,216
        Furniture, fixtures and equipment                                  2,042,878         2,223,601
                                                                         -----------       -----------
                                                                           2,581,931         2,761,702
Less accumulated depreciation                                              1,902,273         1,952,717
                                                                         -----------       -----------
                                                                             679,658           808,985
                                                                         -----------       -----------
Land held for investment, at cost                                                 --         1,857,300

Investment in unconsolidated joint venture                                 6,000,000         5,000,000

Other
        Prepaid expenses                                                   1,349,241         1,732,764
        Unamortized financing costs                                          499,672           752,970
        Other assets                                                       1,689,356         2,522,057
                                                                         -----------       -----------
                                                                           3,538,269         5,007,791
                                                                         -----------       -----------
                           Total assets                                  $67,240,685       $79,864,534
                                                                         ===========       ===========
</TABLE>


The accompanying notes are an integral part of these statements.



                                      -1-
<PAGE>


                      ORIOLE HOMES CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                                          MARCH 31,        DECEMBER 31,
                                                                            2002              2001
                                                                         (UNAUDITED)        (AUDITED)
                                                                        -----------       -----------
<S>                                                                     <C>               <C>
Liabilities
        Mortgage notes payable                                          $14,818,159       $24,257,026
        Accounts payable and accrued liabilities                          8,444,056        10,054,699
        Customer deposits                                                 8,683,357         9,763,166
                                                                        -----------       -----------
                        Total liabilities                                31,945,572        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 1,863,649 in 2001                                    186,315           186,365
        Class B common stock, $.10 par value
           Authorized - 10,000,000 shares
           Issued and outstanding - 2,762,375
           in 2002 and 2,761,875 in 2001                                    276,238           276,188

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

        Retained earnings                                                15,565,233        16,059,763
                                                                        -----------       -----------
                        Total shareholders' equity                       35,295,113        35,789,643
                                                                        -----------       -----------
                        Total liabilities and shareholders' equity      $67,240,685       $79,864,534
                                                                        ===========       ===========
</TABLE>


The accompanying notes are an integral part of these statements.



                                      -2-
<PAGE>


                       ORIOLE HOMES CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)
<TABLE>
<CAPTION>

                                                         THREE MONTHS ENDING
                                                              MARCH 31,
                                                    --------------------------------
                                                         2002                2001
                                                    ------------        ------------
<S>                                                 <C>                 <C>
Revenues
        Sales of homes                              $ 32,935,257        $ 29,913,704
        Sales of land                                     11,400                  --
        Gain on sales of property and
             equipment, net                                1,100             102,218
        Gain on sales of land held for
             investment and other assets, net                 --                  --
        Interest, rentals and other income               463,585             550,873
                                                    ------------        ------------
                                                      33,411,342          30,566,795
                                                    ------------        ------------
Costs and expenses
        Cost of homes                                 29,784,740          27,240,948
        Cost of land sold                                 10,467                  --
        Costs relating to other operating
             revenues                                         --               5,903
        Selling, general and administrative
             expenses                                  4,110,665           4,422,626
        Interest costs incurred                          380,778           1,787,010
        Interest capitalized (deduct)                   (380,778)         (1,787,010)
                                                    ------------        ------------
                                                      33,905,872          31,669,447
                                                    ------------        ------------
Net loss                                            $   (494,530)       $ (1,102,682)
                                                    ============        ============
Basic and Diluted loss per Class
     A and B common share available for
     common stockholders                            $       (.11)       $       (.24)
                                                    ============        ============
Weighted average number of common
     shares outstanding -  Basic and Diluted           4,625,524           4,625,524
                                                    ============        ============

</TABLE>




The accompanying notes are an integral part of these statements.



                                      -3-
<PAGE>


                       ORIOLE HOMES CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                            THREE MONTHS ENDING
                                                                                MARCH 31,
                                                                      --------------------------------
                                                                           2002                2001
                                                                      ------------        ------------
<S>                                                                   <C>                 <C>
Cash flows from operating activities
       Net loss                                                       $   (494,530)       $ (1,102,682)
       Adjustments to reconcile net loss to net cash
         provided by (used in) operating activities
            Depreciation                                                    45,663             113,430
            Amortization                                                   611,099              62,067
            Gain on sales of property, equipment and land held
              for investment, net                                           (1,100)           (115,134)
       (Increase) decrease in operating assets
            Inventories                                                  8,692,136           5,186,078
            Land held for investment                                     1,857,301                  --
            Other assets                                                   727,273            (107,784)
       Increase (decrease) in operating liabilities
            Accounts payable and accrued liabilities                    (1,610,643)         (1,876,832)
            Customer deposits                                           (1,079,809)          3,705,078
                                                                      ------------        ------------
       Total adjustments                                                 9,241,920           6,966,903
                                                                      ------------        ------------
            Net cash provided by operating activities                    8,747,390           5,864,221
                                                                      ------------        ------------

Cash flows from investing activities
       Capital expenditures                                                     --             (49,113)
       Investment in unconsolidated joint venture                       (1,000,000)                 --
       Sales of property and equipment and land held for
         investment                                                          1,100             197,000
                                                                      ------------        ------------
            Net cash (used in) provided by investing activities           (998,900)            147,887
                                                                      ------------        ------------

Cash flows from financing activities
       Proceeds from bank borrowings                                     9,431,488           4,071,615
       Principal payments of bank borrowings                           (18,870,355)         (8,999,060)
       Financing costs                                                          --                  --
       Repayment of line of credit                                              --                  --
       Repurchase of senior notes                                               --            (929,000)
                                                                      ------------        ------------
            Net cash (used in) financing activities                     (9,438,867)         (5,856,445)
                                                                      ------------        ------------
Net (decrease) increase in cash and cash equivalents                    (1,690,377)            155,663

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

Cash and cash equivalents at end of period                            $  6,386,091        $ 21,863,419
                                                                      ============        ============

Supplemental disclosures of cash flow information
    Cash paid during the year for:
       Interest (net of amount capitalized)                           $         --        $    900,945
       Income taxes                                                   $         --        $         --

</TABLE>


The accompanying notes are an integral part of these statements.



                                      -4-
<PAGE>



                       ORIOLE HOMES CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.       The consolidated balance sheet as of March 31, 2002 and the related
         statements of operations and cash flows for the three months ended
         March 31, 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 ended March 31, 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>

                                              MARCH 31, 2002                 DECEMBER 31, 2001
                                        ----------------------------    ----------------------------
                                        Units          Amounts          Units          Amounts
                                        -------    -----------------    -------    -----------------
<S>                                        <C>         <C>                 <C>         <C>
                 Single-Family             213         $ 50,075,569        267         $ 63,310,070

                 Multi-Family               99           16,151,001        124           19,891,158
                                           ---           ----------        ---           ----------
                 Total                     312         $ 66,226,570        391         $ 83,199,228
                                           ===         ============        ===         ============
</TABLE>





                                      -5-
<PAGE>




                       ORIOLE HOMES CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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"). 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 8.00% as of March 31, 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.
         Interest is at the specified prime rate of the bank plus 0.50%, which
         was 5.25% at March 31, 2002. Interest is payable monthly and partial
         payments of principal are to be made upon the delivery of homes. The
         principal must be paid in full at various maturities ranging from
         January 16, 2003 to July 16, 2003. 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 secures
         the Land Loan. Interest is at the specified prime rate of the bank plus
         0.50%, or 5.25% as of March 31, 2002. Interest is payable monthly, and
         the principal must be paid in full at maturity on August 23, 2002.

         On July 16, 2001, the Company 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.

5.       Income taxes

         At March 31, 2002, the Company has 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.

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


                                      -6-
<PAGE>


         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 2000 and 2001; gains on sale of units were recorded
         in the home building segment.

         Selected segment information is set forth below (in thousands):

                               THREE MONTHS ENDING
                                    MARCH 31,
                                ----------------------
                                  2002           2001
                                   $               $
                                -------        -------
Revenues
    Home Building                33,238         30,450
    Rental Operations                --             --
    Other                           173            117
                                -------        -------
    Total                        33,411         30,567
                                =======        =======

Segment net income (loss)
    Home Building                  (608)        (1,181)
    Rental Operations                --             --
    Other                           113             78
                                -------        -------
    Total                          (495)        (1,103)
                                =======        =======


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 received no distribution from its interest
         in the joint venture during the period ended March 31, 2002 and there
         was no undistributed profit or loss at March 31, 2002.

9.       Related party transaction

         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.



                                      -7-
<PAGE>


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

OVERVIEW

GENERAL

         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.

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 two lenders. In connection with land
acquisitions and development, the Company may borrow money secured by land and
improvements.

         During the first three months of 2002, the Company used a portion of
available cash to pay down $9.4 million of mortgage notes. On February 27, 2002,
the Company contributed an additional $1,000,000 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.

         At March 31, 2002, the Company had approximately $6.4 million in cash
and cash equivalents.

         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.

         The Company has no 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 March 31, 2003. As funds from operations result
primarily from the delivery of homes, which cycle time is eight to twelve
months, a decrease in customers' demand for homes would not have an immediate
impact on cash availability. The effect of a decrease in demand, if any, would
be felt in the following year.

         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 MARCH 31, 2002 COMPARED TO THREE MONTHS ENDED MARCH 31, 2001

         The Company's revenues from home sales increased $3.0 million (10.1%)
to $32.9 million during the first quarter of 2002 as compared to the comparable
quarter of 2001 primarily as a result of an increase in the average selling
price of single-family homes. Oriole delivered 159 homes in the 2002 first
quarter compared to 167 in the same period in 2001. The average selling price of
homes delivered increased from $179,000 per home to $207,000 as a result of the
higher selling prices of homes that were part of the Country Glen project. The
number of contracts signed at 80 and the aggregate dollar value of those
contracts at $16.0 million decreased substantially in the 2002 first quarter



                                      -8-
<PAGE>

from 252 and $53.6 million, respectively, from the same period in 2001. This
decrease is a result of the reduced inventory of land available for development.

         Non-homebuilding revenues decreased to $12,500 during the quarter ended
March 31, 2002 from $102,218 in the quarter ended March 31, 2001, primarily due
to the sale of the last remaining rental properties in the first quarter of
2001. Interest, rentals and other income decreased slightly during the first
quarter of 2002 as compared to the same period in 2001.

         Cost of home sales increased to $29.8 million (9.3%) from $27.2 million
in 2001 primarily due to an increase in the number of homes delivered. As a
percentage of home sales, cost of sales decreased slightly to 90.4% as compared
to 91.1% in the same period in 2001 as a result of a differing product mix of
units delivered.

         Selling, general and administrative expenses decreased $0.3 million in
dollar value and decreased as a percentage of revenues to 12.3% from 14.5% as
compared to the same period in 2001 due to a reduction in selling costs
associated with the sell-out of several of our projects.

         The Company incurred a net loss for the quarter ended March 31, 2002 of
$495,000 or $0.11 per share compared to a net loss of $1,103,000 or $0.24 per
share during the same period in 2001.

         Earnings before interest, taxes, depreciation and amortization,
referred to as EBITDA, is recognized within the real estate industry as a
meaningful financial measure. Interest expense included in the cost of sales,
depreciation and amortization are non-cash items added back to the Company's net
loss of $494,530 and therefore included in EBITDA of approximately $2.6 million.
This represented an increase of $1.5 million in the first quarter of 2002 as
compared to the same period in 2001.

         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. will be entitled to receive a bonus
up to this cumulative preferred return earned by the Company. Based upon the
cumulative Vizcaya results of operations to March 31, 2002, the potential bonus
due to the builder is $786,000. Because the Company's cash investment has been
substantially reduced, and because the builder is entitled to earn a bonus up to
the total cumulative preferred return received by the Company, future net income
accruing to the Company from this project is expected to be significantly lower.

         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. 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 17% in the
first quarter of 2002 and will continue to adjust to meet current market
conditions and activity levels. 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 many of our 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. The Company is also in the process of considering strategic
alternatives to its current operating strategies in an effort to maximize
shareholder value.

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.



                                      -9-
<PAGE>

         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.

         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.



                                      -10-
<PAGE>



                           PART II - OTHER INFORMATION

ITEM 5. OTHER INFORMATION

         The Company is in the process of considering strategic alternatives to
current operating strategies in an effort to maximize shareholder value. In this
regard, the Board of Directors formed a Special Committee comprised of Messrs.
Paul R. Lehrer, Maurice E. Levenson and George R. Richards, three independent
members of the Board of Directors. vFinance Investments, Inc. has been retained
to provide the Special Committee with financial advisory services and a
valuation of the Company. Steel Hector & Davis LLP will be retained to provide
the Special Committee with legal advice.

         The three other members of the Board of Directors, Messrs. Richard D.
Levy, Harry A. Levy and Mark Levy, have retained Doric Associates, Inc. to
provide them with financial advisory services, and they have retained Adorno,
P.A. as their legal counsel.

         The Board of Directors anticipates making a decision with regard to
strategic alternatives for the Company by September 30, 2002.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         EXHIBIT
         NUMBER
         -------

         3.3      First Amendment to Composite By-Laws of Registrant.


(b)      Reports on Form 8-K

         There were no reports on Form 8-K filed for the three months ended
March 31, 2002.



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<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  MAY 13, 2002               /s/ R.D. LEVY
      ------------------         ----------------------------------------------
                                 R.D. Levy, Chairman of the Board,
                                 Chief Executive Officer, Director
                                 (Principal Executive Officer)


DATE  MAY 13, 2002             /s/ J. PIVINSKI
      ------------------       ----------------------------------------------
                                 J. Pivinski, Vice President - Finance,
                                 Treasurer, Chief Financial Officer
                                 (Principal Financial and Accounting Officer)


                                      -12-