October 18, 2004

via U.S. mail and facsimile

Mr. Joseph A. Santangelo
Orleans Homebuilders, Inc.
One Greenwood Square, #101
3333 Street Road
Bensalem, PA 19020

	RE:	Orleans Homebuilders, Inc.
		Form 10-K for the fiscal year ended June 30, 2004
		Filed August 26, 2004

      Forms 8-K filed August 11, 2004, August 19, 2004, and
October
12, 2004

		File No. 001-06830

Dear Mr. Santangelo:

      We have reviewed your filings and have the following
comments.
We have limited our review to only disclosures concerning backlog
and
acquisitions and will make no further review of your documents.
Where indicated, we think you should revise your disclosures in
future filings in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide
us with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.


Form 10-K for the Year Ended June 30, 2004
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 these measures to your business, we believe that you
should provide some additional information to your readers
including,
but not necessarily limited, to the following items:
* 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.
* 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.
* Given the significant growth in your company over the past three
years, we assume that you had a corresponding significant increase
in
cancellations.  Tell us how you determined that it was not
necessary
to discuss the impact of these changes in cancellations when
analyzing the changes in your new orders, net of cancellations,
from
year to year.
* Tell us how many of the contracts included in 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 that information in 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 that you expect to fill in the next
12
months.  Refer to Item 101(c)(viii) of Regulation S-K.

Form 8-K filed August 19, 2004
2. We read that you have signed a letter of intent to acquire
Peachtree Residential Properties, Inc.  Tell us the status of this
acquisition.  We remind you that once a definitive agreement is
signed relating to this acquisition, you should file an Item 1.01
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.

Form 8-K/A filed October 12, 2004
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 pro forma statements, and whether you
plan
to reflect such intangible assets in your purchase accounting.
Refer
to paragraph A19 of SFAS 141.


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.

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.

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.

*    *    *    *

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* 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
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.


As appropriate, please respond to these comments within 10
business
days or tell us when you will provide us with a response.  Please
furnish a letter that keys your responses to our comments and
provides any requested supplemental information.  Detailed
response
letters greatly facilitate our review.  Please file your response
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your responses to our comments.

      You may contact Jennifer Thompson at (202) 824-5259, Nathan
Cheney at (202) 942-1804 or me at (202) 942-1798 if you have
questions regarding these comments.

							Sincerely,





							John Hartz
							Senior Assistant Chief
Accountant
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Mr. Joseph Santangelo
October 18, 2004
Page 4 of 4




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE