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                            ORLEANS HOMEBUILDERS, INC

                        ONE GREENWOOD SQUARE - SUITE 101

                                3333 STREET ROAD

                               BENSALEM, PA 19020

                                  215-245-7500

                                November 1, 2004

VIA EDGAR AND COURIER
---------------------

John Hartz
Senior Assistant Chief Accountant
United States Security and Exchange Commission
Division of Corporation Finance
450 Fifth Street, NW
Mail Stop 4-4
Washington, D.C. 20549-0404

         Re:      Orleans Homebuilders, Inc. (the "Company")
                  Form 10-K for FYE June 30, 2004
                  Form 8-K, filed August 19, 2004
                  Form 8-K/A, filed October 12, 2004

Dear Mr. Hartz:

         This letter responds to the comments in your letter to the Company,
dated October 18, 2004. The comments in your letter relate to the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 2004, Current
Report on Form 8-K filed on August 19, 2004, and Current Report on Form 8-K/A
filed on October 12, 2004.

Form 10-K
---------

New Orders and Backlog

1.       We note your emphasis on new orders and ending backlog in the
         description of your business and in your MD&A analysis. Given the
         importance of theses measures to your business, we believe that you
         should provide some additional information to your readers including,
         but not limited, to the following items:

         o        Tell us, and disclose in future filings, at what point a sales
                  contract or potential sale is classified as a "new order" for
                  backlog purposes.

                  RESPONSE: The Company classifies a sales contract or potential
                  sale as a "new order" for backlog purposes at the time a
                  homebuyer executes a contract to purchase a home from the
                  Company.

                  The above disclosure will be included in future filings with
                  the Securities and Exchange Commission.
<PAGE>

         o        Tell us how many home sales were cancelled in fiscal years
                  2002, 2003, and 2004 and the average lag time between when a
                  contract is included in backlog and when it is cancelled.

                  RESPONSE: For the fiscal years ended June 30, 2002, 2003, and
                  2004, the Company cancelled 189, 170, and 316 home sales,
                  respectively, representing 13%, 11%, and 15% of gross new
                  orders for those years. The average number of days elapsed
                  between when a contract was included in backlog and when it
                  was cancelled for the fiscal years ended June 30, 2002, 2003,
                  and 2004 was 102, 95, and 107, respectively.

         o        Given the significant growth in your company over the past
                  three years, we assume that you had a significant increase in
                  cancellations. Tell us how you determined that it was not
                  necessary to discuss the impact if these changes in
                  cancellations when analyzing the changes in new orders, net of
                  cancellations, from year to year.

                  RESPONSE: As noted in the response to point two above, the
                  Company's cancellations have increased over the past three
                  years as the Company has expanded organically as well as
                  through acquisitions. The Company's decision not to discuss
                  the impact of the increase in the cancellations when analyzing
                  the changes in new orders, net of cancellations, from year to
                  year was based on two factors. First, the Company's
                  cancellations as a percentage of gross new orders have not
                  increased significantly from year to year over the past three
                  years. Second, the Company has been able to quickly resell
                  cancelled homes and these homes are usually resold at
                  increased sales prices.

         o        Tell us how many of the contracts included in the ending
                  backlog at June 30, 2004 you would expect to be cancelled,
                  based on trends noted from historical experience and based on
                  the timing of your sales. If there are a significant number
                  that you expect to be cancelled, we believe that you should
                  disclose the information in the MD&A in future filings to
                  provide your readers with better insight into management's
                  expectations for the company. Also tell us, and disclose in
                  future filings, the amount of backlog you expect to fill in
                  the next twelve months. Refer to Item 101(c)(viii) of
                  Regulation S-K.

                  RESPONSE: Based on historical trends and the timing of sales,
                  the Company anticipates that approximately 6% to 7% of the
                  contracts included in the backlog at June 30, 2004 will be
                  cancelled prior to settlement. The Company does not consider
                  the expected cancellation percentage of the backlog at June
                  30, 2004 to be significant but the Company will continue to
                  monitor cancellations. In the event of significant increases
                  in cancellation rates or other significant changes relating to
                  cancellations, the Company will disclose in future filings the
                  impact of expected cancellations on the backlog or other
                  material information relating to cancellations or backlog.

                  The Company expects to deliver substantially all of the
                  remaining 93% to 94% of the backlog at June 30, 2004 in the
                  fiscal year ending June 30, 2005. The Company will disclose in
                  future filings on Form 10-K, the backlog expected to be
                  delivered in the subsequent twelve months in accordance with
                  the requirements of Item 101(c)(viii) of Regulation S-K.
<PAGE>

Form 8-K
--------

2.       We read that you signed a letter of intent to acquire Peachtree
         Residential Properties, Inc. Tell us the status of the acquisition. We
         remind you that once a definitive agreement is signed relating to this
         acquisition, you should file an Item 1.01 on Form 8-K. We also remind
         you that you should file a Form 8-K to update your investors if the
         acquisition proceedings are terminated.

         RESPONSE: We are still in the due diligence and negotiation stages of
         the acquisition of Peachtree Residential Properties, Inc. We understand
         that once a definitive agreement is signed relating to this acquisition
         that we must file an Item 1.01 Form 8-K. We intend to file a Form 8-K
         to update our investors if the acquisition is terminated.

Form 8-K/A
----------

3.       We note that your pro forma financial statements do not reflect any
         acquired intangible assets other than goodwill. We assume that you
         acquired the backlog of Realen Homes. Tell us how you determined that
         you did not need to reflect backlog or any other acquired intangible
         assets in your purchase accounting. Refer to paragraph A19 of SFAS 141.

         RESPONSE: The backlog was evaluated and valued as part of the
         fair-market-value inventory valuation process. The backlog was
         evaluated under the provisions of paragraph 39, A14 and A19 for
         intangible assets and order backlog and we concluded that the primary
         value of the asset was in the tangible production inventory itself, and
         not in the customer backlog. The Company observes that in the current
         market environment that any value of contracted backlog would be in
         part, offset by the ability to charge a higher price in some cases.
         Based on this, Management determined the intangible value of the
         backlog by estimating the approximate difference in timing of cash
         flows between a unit under construction subject to a contract and one
         that is not. The Company believes this roughly approximates the cost to
         carry the backlog for a one month period as it is estimated that in
         today's market it may take one more month to deliver a home acquired
         that is not in backlog as compared to a home acquired that is in
         backlog. The intangible value of the backlog was calculated at less
         than $500,000 and Management determined that the intangible portion of
         the backlog was immaterial to the balance sheet as a whole for the
         purposes of the pro forma financial statements and this amount was
         included in inventory in the pro forma balance sheet financial
         statements. For purposes of the statement of operations, management
         observes that the intangible value would be amortized into cost of
         sales as the inventory is delivered in the same fashion as if it were
         reflected as part of the inventory.

         As for other acquired intangible assets, the Company evaluated the
         criteria for the recognition apart from goodwill for intangible assets
         and concluded that it did not acquire any marketing- related intangible
         assets as the Company intends to re-name the acquired company. In
         addition, the Company concluded that it did not acquire any
         customer-related, artistic-related or technology-based intangible
         assets. As for contract-based intangible assets, the Company acquired
         several purchase agreements for the acquisition of land. This land is
         expected to be acquired before the end of the current fiscal year. The
         Company evaluated the provisions of the purchase agreements and
         completed a fair-market evaluation of the land to be acquired which
         resulted in a write-up of approximately $3,427,000. This amount was
         included in the write-up of the fair value of inventory at the date of
         acquisition as the land is expected to be acquired in the current
         fiscal year.

         In response to the Staff's comment, the Company will reflect the
         intangible value of the backlog acquired as intangible assets in its
         future filings with the Securities and Exchange Commission.
<PAGE>

4.       We note that a portion of your consideration to acquire Realen Homes is
         a 3% note payable due in 2006. It appears that the interest rate on
         this note payable may be below market. Tell us what consideration you
         have given to imputing a different interest rate in accordance with APB
         21. Tell us what interest rate was used for this note payable in
         computing pro forma interest expense in your pro forma financial
         statements.

         RESPONSE: As part of the acquisition consideration, the Company issued
         a $5,000,000, 3% promissory note due on July 28, 2006. The Company
         evaluated this note in accordance with APB 21 and determined that it
         was a below market rate note. In accordance with APB 21, management
         estimated, based on current market conditions that the Company would
         likely have been able to obtain similar fixed-rate financing from a
         third party at approximately 150 basis points higher than the note
         actually obtained. This interest rate assumes 200 basis points over the
         two year treasury rate at the time of the acquisition. The Company
         determined that the overall impact on the pro forma balance sheet at
         June 30, 2004 and the pro forma statement of operations for the period
         ending June 30, 2004 was immaterial to the pro forma financial
         statements. The pro forma interest expense was calculated on an annual
         average borrowing rate of 3.7% which is consistent with the Company's
         average annual interest rate as disclosed in Note 6 to its Notes to
         Consolidated Financial Statements in its Form 10-K for the fiscal year
         ended June 30, 2004. It was determined that the overall impact on the
         pro forma statement of operations was approximately $24,000 - (0.8% x
         $5.0 million less taxes at 40%),after tax, for the period ending June
         30, 2004, which would be further reduced for any capitalized amounts
         remaining in inventory at year end.

         In response to the Staff's comment, the Company will reflect the
         revised note payable and imputed interest under the provision of APB 21
         in future filings with the Securities and Exchange Commission.

5.       We note adjustment (e) to your pro forma income statement, which
         removes the effect of duplicate services from selling, general, and
         administrative expense. Tell us how you quantified the amounts in this
         adjustment and how you determined that the items in this adjustment
         meet the criteria of Rule 11-02(b) of Regulation S-X.

         RESPONSE: Adjustment (e) to the pro forma income statement was applied
         on the basis of Rule 11-02(b) paragraph (6)(ii) of Regulation S-X for
         adjustments which give effect to events that are expected to have a
         continuing impact on the Company. These adjustments include a reduction
         of salaries primarily for the marketing department of the acquired
         company. The marketing department of the acquired company was
         eliminated immediately following the acquisition. Actual salaries and
         benefits paid in the previous year were used to calculate this amount.
         Additionally, concurrent with the acquisition, the acquired Company's
         general liability policy was cancelled and the acquired Company's
         general liability coverage was picked up under the Company's self
         insurance plan at no additional cost. The cost of the acquired
         company's general liability policy in the previous year was eliminated.
         The management agreement with the former partners of Realen Homes was
         terminated at the acquisition date. Management fees paid to the former
         partners of Realen Homes have been eliminated as they would no longer
         occur under the umbrella of the Company. Actual management fees
         recorded as expense in the twelve months ending June 30, 2004 were used
         to quantify this amount. Finally, due to the elimination of the
         marketing department, the previous office space occupied by these
         individuals was eliminated.
<PAGE>

6.       We remind you of the requirements of paragraphs 51-53 of SFAS 141.
         Confirm to us that you will provide these disclosures in your September
         30, 2004 Form 10-Q.

         RESPONSE: We are aware of the requirements of paragraphs 51-53 of SFAS
         141 and will incorporate these disclosures in our September 30, 2004
         Form 10-Q.

         The Company acknowledges that:

         o        The Company is responsible for the adequacy and accuracy of
                  the disclosure in the filings;

         o        Staff comments or changes to disclosure in response to staff
                  comments in the filings reviewed by the staff do not foreclose
                  the Commission from taking any action with respect to the
                  filing; and

         o        The Company may not assert staff comments as a defense in any
                  proceed