EXHIBIT 3.3

                      FIRST AMENDMENT TO COMPOSITE BY-LAWS
                                       OF
                               ORIOLE HOMES CORP.
                               DATED APRIL 2, 2002

         At a duly convened meeting of the Board of Directors (the "Board") of
Oriole Homes Corp. (the "Corporation") held on April 2, 2002, the Board adopted
the following amendment to the Corporation's Composite By-Laws through February
29, 1992 ("By-Laws") pursuant to Article XXIV of the By-Laws.

         A.       Article III, Section 2 of the By-Laws is amended in its
                  entirety to read as follows:

                  2.       ANNUAL MEETINGS. The annual meeting of the
                           shareholders of the Corporation for the election of
                           Directors and for the transaction of such other
                           business as may properly come before such meeting
                           shall be held on a day and at a time and place
                           designated from time to time by the Board of
                           Directors, provided, however, that there shall be an
                           annual meeting every calendar year.

         B.       All other provisions of the By-Laws remain in full force and
                  effect.



/s/ HARRY LEVY                              /s/ RICHARD LEVY
--------------------------------------      ----------------------------------
Harry Levy, Vice-Chairman of the Board      Richard Levy, Chairman of the Board
and Secretary