<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q
(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934.

                  For the quarterly period ended March 31, 2002

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXHANGE ACT OF 1934.

         FOR THE TRANSITION PERIOD__________ TO __________.

                           Commission File No. 1-6830

                           ORLEANS HOMEBUILDERS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Delaware                                        59-0874323
----------------------------------           ----------------------------------
(State or other jurisdiction of                 (I.R.S. Employer I.D. No.)
 incorporation or organization)

                         One Greenwood Square, Suite 101
                                3333 Street Road
                               Bensalem, PA 19020
                    (Address of principal executive offices)
                            Telephone: (215) 245-7500
              (Registrant's telephone number, including area code)


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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
         Yes        X               No
            ---------------           ---------------

  Number of shares of common stock, par value $0.10 per share outstanding as of
                             May 6, 2002: 11,508,518
                 (excluding 1,189,613 shares held in Treasury).


<PAGE>




                   ORLEANS HOMEBUILDERS, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
                         PART 1 - FINANCIAL INFORMATION

Item 1.           Financial Statements (unaudited)
<S>                                                                                  <C>
                                                                                     PAGE
                  Consolidated Balance Sheets at March 31, 2002
                    and June 30, 2001                                                  1

                  Consolidated Statements of Operations and Changes
                    in Retained Earnings for the Three and Nine Months
                    Ended March 31, 2002 and 2001                                       2

                  Consolidated Statements of Cash Flows for the Nine
                    Months Ended March 31, 2002 and 2001                                3

                  Notes to Consolidated Financial Statements                            4

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

Item 3.           Quantitative and Qualitative Disclosures About Market
                  Risk                                                                 19



                           PART II - OTHER INFORMATION


Item 6.           Exhibits and Reports on Form 8-K                                     20


</TABLE>




<PAGE>

                   Orleans Homebuilders, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                                   (Unaudited)
                        (in thousands, except share data)

<TABLE>
<CAPTION>

                                                                                     March 31,               June 30,
                                                                                       2002                    2001
                                                                                    -----------            -----------
<S>                                                                                      <C>                     <C>
Assets
Cash                                                                                  $   7,895              $  13,560
Restricted cash - customer deposits                                                       8,665                  8,424
Real estate held for development and sale:
    Residential properties completed or under construction                              118,116                100,950
    Land held for development or sale and improvements                                   84,652                 71,739
Property and equipment, at cost, less accumulated depreciation                            1,550                    979
Intangible assets, net of amortization                                                    3,088                  2,313
Receivables, deferred charges and other assets                                           19,538                 15,535
                                                                                    -----------              ---------
    Total Assets                                                                      $ 243,504              $ 213,500
                                                                                    ===========              =========


Liabilities and Shareholders' Equity
Liabilities:
Accounts payable                                                                      $  22,623              $  26,194
Accrued expenses                                                                         21,521                 17,017
Customer deposits                                                                         9,174                  9,134
Mortgage and other note obligations primarily secured by real
    estate held for development and sale                                                127,010                102,605
Notes payable - related parties                                                           3,762                  8,576
Other notes payable                                                                       1,265                  3,093
Deferred income taxes                                                                     2,118                  2,118
                                                                                    -----------              ---------
    Total Liabilities                                                                   187,473                168,737
                                                                                    -----------              ---------

Commitments and contingencies

Redeemable common stock                                                                     977                    943
                                                                                    -----------              ---------

Shareholders' Equity:
Preferred stock, $1 par, 500,000 shares authorized: Series D convertible
    preferred stock, 7% cumulative annual dividend, $30 stated value, issued and
    outstanding 100,000
    shares ($3,000,000 liquidation preference)                                            3,000                  3,000
Common stock, $.10 par, 20,000,000 shares authorized,
    12,698,131 shares issued                                                              1,270                  1,270
Capital in excess of par value - common stock                                            17,726                 17,726
Retained earnings                                                                        33,947                 22,799
Treasury stock, at cost (1,199,613 and 1,340,238 shares
    held at March 31, 2002 and June 30, 2001, respectively)                                (889)                  (975)
                                                                                    -----------              ---------
Total Shareholders' Equity                                                               55,054                 43,820
                                                                                    -----------              ---------

Total Liabilities and Shareholders' Equity                                            $ 243,504              $ 213,500
                                                                                    ===========              =========


</TABLE>

         See notes to consolidated financial statements


                                        1
<PAGE>


                   Orleans Homebuilders, Inc. and Subsidiaries
                      Consolidated Statements of Operations
                        and Changes in Retained Earnings
                                   (Unaudited)
                    (in thousands, except per share amounts)
<TABLE>
<CAPTION>


                                                                Three Months Ended                      Nine Months Ended
                                                                      March 31,                              March 31,
                                                              2002                2001               2002                2001
                                                        ---------------     ---------------    ---------------     ----------------
<S>                                                           <C>                 <C>               <C>                  <C>
Earned revenues
    Residential properties                                    $ 78,216            $ 54,380          $ 245,720            $ 179,470
    Land sales                                                      27                   -                 80                1,786
    Other income                                                   774                 631              2,433                2,089
                                                              --------            --------          ---------            ---------
                                                                79,017              55,011            248,233              183,345
                                                              --------            --------          ---------            ---------
Costs and expenses
    Residential properties                                      63,626              45,794            199,933              152,135
    Land sales                                                      35                   -                102                1,664
    Other                                                          655                 310              1,912                1,027
    Selling, general and administrative                          8,921               6,437             27,352               18,297
    Interest
      Incurred                                                   1,746               2,582              6,042                7,278
      Less capitalized                                          (1,533)             (2,343)            (5,443)              (6,735)
                                                              --------            --------          ---------            ---------
                                                                73,450              52,780            229,898              173,666
                                                              --------            --------          ---------            ---------

Income from operations before income taxes                       5,567               2,231             18,335                9,679
Income tax expense                                               2,128                 879              7,029                3,713
                                                              --------            --------          ---------            ---------

Net income                                                       3,439               1,352             11,306                5,966
Preferred dividends                                                 53                  53                158                  158
                                                              --------            --------          ---------            ---------

Net income available for common shareholders                     3,386               1,299             11,148                5,808
Retained earnings, at beginning of period                       30,561              16,759             22,799               12,250
                                                              --------            --------          ---------            ---------
Retained earnings, at end of period                           $ 33,947            $ 18,058           $ 33,947             $ 18,058
                                                              ========            ========          =========             ========

Basic earnings per share                                      $   0.29            $   0.11           $   0.96             $   0.50
                                                              ========            ========          =========             ========

Diluted earnings per share                                    $   0.21            $   0.08           $   0.69             $   0.37
                                                              ========            ========          =========             ========
</TABLE>




                 See notes to consolidated financial statements

                                        2



<PAGE>

                   Orleans Homebuilders, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>


                                                                               Nine Months Ended
                                                                                   March 31,
                                                                            2002               2001
                                                                         ---------          ---------
<S>                                                                       <C>                 <C>
Cash flows from operating activities:
    Net income                                                            $ 11,306            $ 5,966
    Adjustments to reconcile net income to net cash
      provided by (used in) operating activities:
    Depreciation and amortization                                              365                274
    Deferred taxes                                                               -               (426)
    Noncash compensation                                                        34                 22
Changes in operating assets and liabilities:
    Restricted cash - customer deposits                                       (241)               763
    Real estate held for development and sale                              (30,079)             5,074
    Receivables, deferred charges and other assets                          (4,003)            (3,420)
    Accounts payable and other liabilities                                     933             (2,430)
    Customer deposits                                                           40               (378)
                                                                          --------          ---------
Net cash provided by (used in) operating activities                        (21,645)             5,445
                                                                          --------          ---------

Cash flows from investing activities:
    Purchases of property and equipment                                       (936)              (208)
    Acquisition of PLC, net of cash acquired                                  (775)            (4,581)
                                                                          --------          ---------
Net cash used in investing activities                                       (1,711)            (4,789)
                                                                          --------          ---------

Cash flows from financing activities:
    Borrowings from loans secured by real estate assets                    192,273            124,135
    Repayment of loans secured by real estate assets                      (167,868)          (126,683)
    Borrowings from other note obligations                                  17,632              7,855
    Repayment of other note obligations                                    (24,274)            (5,531)
    Stock options exercised                                                     86                  -
    Preferred stock dividend                                                  (158)              (158)
                                                                          --------          ---------
Net cash provided by (used in) financing activities                         17,691               (382)
                                                                          --------          ---------

Net increase (decrease) in cash                                             (5,665)               274
Cash at beginning of period                                                 13,560              2,719
                                                                          --------          ---------
Cash at end of period                                                      $ 7,895            $ 2,993
                                                                          ========          =========

Supplemental disclosure of cash flow activities:
    Interest paid, net of amounts capitalized                              $   627            $   377
                                                                          ========          =========

    Income taxes paid                                                      $ 5,880            $ 3,142
                                                                          ========          =========
</TABLE>


                 See notes to consolidated financial statements

                                        3

<PAGE>

                   ORLEANS HOMEBUILDERS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(A)      Summary of Significant Accounting Policies:

              The accompanying unaudited consolidated financial statements are
              presented in accordance with the requirements for Form 10-Q and do
              not include all the disclosures required by generally accepted
              accounting principles for complete financial statements. Reference
              is made to Form 10-K as of and for the year ended June 30, 2001
              for Orleans Homebuilders, Inc. and subsidiaries (the "Company")
              for additional disclosures, including a summary of the Company's
              accounting policies.

              On October 13, 2000 the Company acquired all of the issued and
              outstanding shares of Parker & Lancaster Corporation ("PLC").
              Unless otherwise indicated, the term the "Company" includes the
              accounts of PLC and its subsidiaries. PLC is engaged in
              residential real estate development in North Carolina, South
              Carolina and Virginia. The Consolidated Statements of Operations
              and Changes in Retained Earnings and the Consolidated Statements
              of Cash Flows include the accounts of PLC and its wholly owned
              subsidiaries beginning October 13, 2000. The Consolidated Balance
              Sheets include the accounts of PLC and its wholly owned
              subsidiaries as of March 31, 2002 and June 30, 2001. All material
              intercompany transactions and accounts have been eliminated.

              In the opinion of management, the consolidated financial
              statements contain all adjustments, consisting only of normal
              recurring accruals, necessary to present fairly the consolidated
              financial position of the Company for the periods presented. The
              interim operating results of the Company may not be indicative of
              operating results for the full year.

              Certain reclassifications have been made in the prior year
              financial statements to conform to the current year presentation.

              Recent Accounting Pronouncements:

              In June 1998, the Financial Accounting Standards Board ("FASB")
              issued Statement of Financial Accounting Standards No. 133,
              "Accounting for Derivative Instruments and Hedging Activities"
              ("SFAS No. 133"). SFAS No. 133 is now effective for fiscal years
              beginning after June 15, 2000. SFAS No. 133 establishes accounting
              and reporting standards for derivative financial

                                        4
<PAGE>


              instruments and hedging activities. It requires that an entity
              recognize all derivatives as either assets or liabilities in the
              statement of financial position and measure those instruments at
              fair value. If certain conditions are met, a derivative may be
              specifically designated as (i) a hedge of the exposure to changes
              in the fair value of a recognized asset or liability or an
              unrecognized firm commitment; (ii) a hedge of the exposure to
              variable cash flows of a forecasted transaction; or (iii) in
              certain circumstances a hedge of a foreign currency exposure. The
              Company adopted this pronouncement, as amended by Statement of
              Financial Accounting Standards No. 137 "Accounting for Derivative
              Instruments and Hedging Activities-Deferral of the Effective Date
              of FASB Statement No. 133" and Statement of Financial Accounting
              Standards No. 138 "Accounting for Certain Hedging Activities- an
              Amendment of FASB No. 133" on July 1, 2000. The adoption of SFAS
              No. 133 did not have a material financial impact on the financial
              position and results of operations of the Company because the
              Company has not entered into any freestanding derivatives and has
              no embedded derivatives that require bifurcation and separate
              treatment. However, should the Company change its use of such
              derivatives, the adoption of SFAS No. 133 could have a more
              significant effect on the Company prospectively.

              In December 1999, the Securities and Exchange Commission ("SEC")
              issued Staff Accounting Bulletin No. 101, "Revenue Recognition in
              Financial Statements" ("SAB 101"). In June 2000, the SEC staff
              amended SAB 101 to provide registrants with additional time to
              implement SAB 101. The Company adopted SAB 101, as required, in
              the fourth quarter of fiscal 2001. The adoption of SAB 101 did not
              have a material financial impact on the financial position or
              results of operations of the Company.

              In March 2000, the FASB issued FASB Interpretation No. 44,
              "Accounting for Certain Transactions Involving Stock Compensation"
              ("FIN 44"). The Company adopted FIN 44 effective July 1, 2000 with
              respect to certain provisions applicable to new awards, exchanges
              of awards in a business combination, modifications to outstanding
              awards, and changes in grantee status that occur on or after that
              date. FIN 44 addresses practice issues related to the application
              of Accounting Principles Board ("APB") Opinion No. 25, "Accounting
              for Stock Issued to Employees". The initial adoption of FIN 44 by
              the Company did not have a material impact on its consolidated
              financial position or results of operations.

              In June 2001, the FASB issued SFAS No. 141 "Business Combinations"
              ("SFAS No. 141"), which establishes standards for reporting
              business combinations entered into after June 30, 2001 and
              supercedes APB Opinion No. 16, "Business Combinations" and SFAS
              No. 38, "Accounting for Preacquisition Contingencies of Purchased
              Enterprises". Among other things, SFAS No. 141 requires that all
              business combinations be accounted for as

                                       5
<PAGE>



              purchase transactions and provides specific guidance on the
              definition of intangible assets, which require separate treatment.
              The statement is applicable for all business combinations entered
              into after June 30, 2001 and also requires that companies apply
              its provisions relating to intangibles from pre-existing business
              combinations.

              In June 2001, the FASB also issued SFAS No. 142, "Goodwill and
              Other Intangible Assets" ("SFAS No. 142"), which establishes
              standards for financial accounting and reporting for intangible
              assets acquired individually or with a group of other assets and
              for the reporting of goodwill and other intangible assets acquired
              in a business acquisition subsequent to initial accounting under
              SFAS No. 141. SFAS No. 142 supercedes APB Opinion No. 17,
              "Intangible Assets" and related interpretations. SFAS No. 142 is
              effective for fiscal years beginning after December 15, 2001;
              however, companies with fiscal years beginning after March 15,
              2001 may elect to adopt the provision of SFAS No. 142 at the
              beginning of its new fiscal year. Accordingly, the Company elected
              to early adopt SFAS No. 142 effective with the beginning of its
              new fiscal year on July 1, 2001. The Company did not recognize any
              charge to earnings for the cumulative effect upon adoption because
              all such intangibles relate to the Company's recent acquisition of
              PLC for which no impairment was required under SFAS No. 142. Upon
              adoption, such intangibles, which were being amortized over ten
              years prior to adoption, are no longer amortized but continue to
              be subject to periodic review for impairment. Amortization of such
              intangibles was $51,000 and $92,000 for the three months and nine
              months ended March 31, 2001, respectively.

              In October 2001, the FASB issued SFAS No. 144, "Accounting for the
              Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144"),
              which establishes a single accounting model for the impairment or
              disposal of long-lived assets, including discontinued operations.
              SFAS No. 144 supersedes SFAS No. 121, "Accounting for the
              Impairment of Long-Lived Assets and for Long-Lived Assets to Be
              Disposed Of" and APB Opinion No. 30, "Reporting the Results of
              Operations - Reporting the Effects of Disposal of a Segment of a
              Business, and Extraordinary, Unusual and Infrequently Occurring
              Events and Transactions". The provisions of SFAS No. 144 are
              effective in fiscal years beginning after December 15, 2001, with
              early adoption permitted and, in general, are to be applied
              prospectively. The Company plans to adopt SFAS No. 144 effective
              July 1, 2002 and does not expect that the adoption will have a
              material impact on its consolidated results of operations and
              financial position.

              In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
              Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13,
              and Technical Corrections" ("SFAS No. 145"). SFAS No. 145 rescinds


                                       6
<PAGE>


              both SFAS No. 4, "Reporting Gains and Losses from Extinguishment
              of Debt" ("SFAS No. 4"), and the amendment to SFAS No. 4, SFAS No.
              64, "Extinguishments of Debt made to Satisfy Sinking-Fund
              Requirements" ("SFAS No. 64"). Through this rescission, SFAS No.
              145 eliminates the requirement (in both SFAS No. 4 and SFAS No.
              64) that gains and losses from the extinguishment of debt be
              aggregated and, if material, classified as an extraordinary item,
              net of the related income tax effect. An entity is not prohibited
              from classifying such gains and losses as extraordinary items, so
              long as they meet the criteria in paragraph 20 of APB Opinion No.
              30, "Reporting the Results of Operations - Reporting the Effects
              of Disposal of a Segment of a Business, and Extraordinary, Unusual
              and Infrequently Occurring Events and Transactions" ("APB No.
              30"), however, due to the nature of the Company's operations it
              is not expected that such treatment will be available to the
              Company. Any gains or losses on extinguishments of debt that were
              previously classified as extraordinary items in prior periods
              presented that do not meet the criteria in APB No. 30 for
              classification as an extraordinary item will be reclassified to
              income from continuing operations. The provisions of SFAS No. 145
              are effective for financial statements issued for fiscal years
              beginning after May 15, 2002. The Company will adopt the
              provisions of this statement on July 1, 2002.

    (B)      Earnings Per Share:

              Basic earnings per common share are computed by dividing net
              income by the weighted average number of common shares
              outstanding. Basic shares outstanding includes the unconditional
              shares issuable as part of the purchase price of the PLC
              acquisition on October 13, 2000. Diluted earnings per share
              include additional common shares that would have been outstanding
              if the dilutive potential common shares had been issued. The
              weighted average

                                       7
<PAGE>


              number of shares used to compute basic earnings per common share
              and diluted earnings per common share, and a reconciliation of the
              numerator and denominator used in the computation for the three
              and nine months ended March 31, 2002 and 2001, respectively, are
              shown in the following table.

<TABLE>
<CAPTION>
                                                               Three Months Ended         Nine Months Ended
                                                            ------------------------- --------------------------
                                                                                 March 31,
                                                            ----------------------------------------------------
                                                                2002           2001          2002         2001
                                                              --------       -------        ------       ------
                                                                                (Unaudited)
                                                                              (in thousands)

<S>                                                             <C>           <C>           <C>          <C>
              Total common shares issued                        12,698        12,698        12,698       12,698
              Unconditional shares issuable                        205           273           205          168
              Less:  Average treasury shares outstanding         1,252         1,340         1,266        1,340
                                                             ---------      --------      --------      -------
              Basic EPS shares                                  11,651        11,631        11,637       11,526
              Effect of assumed shares issued under
                treasury stock method for stock options            934           750           812          591
              Effect of assumed shares issued in PLC
                acquisition                                          -             -             -          105
              Effect of assumed conversion of $3 million
                Convertible Subordinated 7% Note                 2,000         2,000         2,000        2,000
              Effect of assumed conversion of
                $3 million Series D Preferred Stock              2,000         2,000         2,000        2,000
                                                             ---------      --------      --------      -------
              Diluted EPS shares                                16,585        16,381        16,449       16,222
                                                             =========      ========      ========      =======

              Net income available for
              common shareholders                              $ 3,386       $ 1,299      $ 11,148       $5,808
              Effect of assumed conversion of $3 million
                Series D Preferred Stock                            53            53           158          158
              Effect of assumed conversion of $3 million
                Convertible Subordinated 7% Note                    33            33            98           98
                                                             ---------      --------      --------      -------
              Adjusted net income for diluted EPS              $ 3,472       $ 1,385      $ 11,404      $ 6,064
                                                             =========      ========      ========      =======

</TABLE>


(C)      Residential Properties Completed or Under Construction:

         Residential properties completed or under construction consists of
         the following:

                                  March 31,              June 30,
                                   2002                    2001
                               ------------            ------------
                                          (Unaudited)
                                         (in thousands)

  Under contract for sale      $     85,247            $     72,969

  Unsold                             32,869                  27,981
                               ------------            ------------
                               $    118,116           $     100,950
                               ============           =============


                                       8
<PAGE>



(D)      Litigation:

         From time to time the Company is named as a defendant in legal
         actions arising from its normal business activities. Although the
         amount of liability that could arise with respect to currently
         pending actions cannot be accurately predicted, in the opinion of
         the Company any such liability will not have a material adverse
         effect on the financial position, operating results or cash flows
         of the Company.





                                       9
<PAGE>


                   ORLEANS HOMEBUILDERS, INC. AND SUBSIDIARIES

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

Liquidity and Capital Resources

         Orleans Homebuilders, Inc. and subsidiaries (the "Company") requires
capital to purchase and develop land, to construct units, to fund related
carrying costs and overhead and to fund various advertising and marketing
programs to facilitate sales. These expenditures include site preparation,
roads, water and sewer lines, impact fees and earthwork, as well as the
construction costs of the homes and amenities. The Company's sources of capital
include funds derived from operations, sales of assets and various borrowings,
most of which are secured. At March 31, 2002, the Company had approximately
$112,010,000 available under existing secured revolving and construction loans
for planned development expenditures. In addition, the Company had $4,000,000
available under an existing unsecured line of credit and working capital
arrangement with Jeffrey P. Orleans, Chairman and Chief Executive Officer of the
Company.

         Net cash used in operating activities for the first nine months of
fiscal 2002 was $21,645,000 compared to net cash provided by operating
activities for the same period of fiscal 2001 of $5,445,000. The increase in net
cash used by operating activities is attributable to an increase in real estate
held for development and sale, partially offset by an increase in net income.
The increase in real estate held for development and sale and net income, is due
to an increase in the Company's new order activity and revenue earned for the
nine months ended March 31, 2002 compared with the same period in the prior
fiscal year. Net cash used in investing activities for the first nine months of
fiscal 2002 was $1,711,000 compared to $4,789,000 for the same period in fiscal
2001. The decrease in net cash used in investing activities is primarily
attributable to a decrease in cash used to acquire Parker & Lancaster
Corporation for the purpose of expanding into North Carolina, South Carolina and
Virginia during fiscal 2001, partially offset by an increase in the purchase of
property and equipment for the nine months ended March 31, 2002 compared with
the same period in the prior fiscal year. Net cash provided by financing
activities for the first nine months of fiscal 2002 was $17,691,000 compared to
net cash used by financing activities for the same period of fiscal 2001 of
$382,000. The increase in net cash provided by financing activities is primarily
attributable to the increase in borrowings from loans secured by real estate
assets in order to finance the increase in real estate held for development and
sale.

                                       10
<PAGE>


         On August 24, 2001, the Company acquired substantially all of the
assets of Rottlund Homes of New Jersey, Inc., for approximately $15,800,000. The
assets consist primarily of land, land improvements and residential properties
under construction. The Company financed this transaction with construction
loans on the aforementioned assets of approximately $8,764,000, purchase money
mortgages of approximately $6,352,000, due within one year of the date of this
transaction, and $684,000 in cash. In addition, during the nine months ended
March 31, 2002, the Company acquired land for future development with an
aggregate purchase price of approximately $36,319,000, including approximately
$21,358,000 for land purchases in North Carolina, South Carolina and Virginia.

         As of March 31, 2002, the Company had contracted to purchase, or has
under option, land and improved lots for an aggregate purchase price of
approximately $204,505,000 that will yield approximately 5,200 homes. Including
the aforementioned lots, the Company currently controls approximately 7,800
building lots. Generally, the Company structures its land acquisitions so that
it has the right to cancel its agreements to purchase undeveloped land and
improved lots by forfeiture of its deposit under the agreement. Furthermore,
purchase of the properties is contingent upon obtaining all governmental
approvals and satisfaction of certain requirements by the Company and the
sellers. The Company expects to utilize purchase money mortgages, secured
financings and existing capital resources to finance these acquisitions.
Contingent on the aforementioned, the Company anticipates completing a majority
of these acquisitions during the next several years.

         The Company believes that funds generated from operations and financing
commitments from available lenders will provide the Company with sufficient
capital to meet its existing operating needs.

                                       11
<PAGE>



Results of Operations

The following table sets forth certain details as to residential sales activity
for the periods listed below. The backlog information is as of the end of each
period listed.
<TABLE>
<CAPTION>

                                                             Nine Months Ended March 31,
                                                      2002                                 2001
                                            -------------------------------------------------------------------
                                                                    (Unaudited)
                                                               (Dollars in thousands)

<S>                                         <C>              <C>      <C>        <C>             <C>     <C>
Northern Region                                                      Average                            Average
New Jersey and Pennsylvania:                  Amount        Homes     Price        Amount      Homes     Price
Revenues earned                             $ 158,855        581      $ 273      $ 137,499       516     $ 266
New orders                                    155,865        568        274        151,907       549       277
Backlog                                       141,650        464        305        142,307       442       322

Southern Region (1)
North Carolina, South Carolina
  and Virginia:
Revenues earned                             $  86,865        362      $ 240      $  41,971       179     $ 234
New orders                                     90,194        353        256         73,905       305       242
Backlog                                        59,534        204        292         60,424       242       250

Combined Regions
Revenues earned                             $ 245,720        943      $ 261      $ 179,470       695     $ 258
New orders                                    246,059        921        267        225,812       854       264
Backlog                                       201,184        668        301        202,731       684       296
</TABLE>

         (1) Information on revenue earned and new orders for the nine months
ending March 31, 2001 is for the period beginning October 13, 2000, the date the
Company entered this market through its acquisition of PLC.

         The dollar value of new orders for the nine months ended March 31, 2002
increased $20,247,000, or approximately 9%, to $246,059,000 on 921 homes
compared to $225,812,000 on 854 homes for the nine months ended March 31, 2001.
The increase in new order dollars and new orders is primarily attributable to
the Company's expansion into North Carolina, South Carolina and Virginia through
its acquisition of PLC on October 13, 2000. In the current fiscal period, the
Company reported new orders from the southern region for the nine months ended
March 31, 2002 compared to the prior fiscal period reporting of new orders from
the southern region for the period October 13, 2000, the PLC acquisition date,
through March 31, 2001. In addition, new orders in the northern region increased
by $3,958,000, or approximately 3%, when compared to new orders in the northern
region for the nine months ended March 31, 2001. The increase in new orders in
the northern region is primarily attributable to favorable conditions in the
homebuilding industry, most notably, favorable financing conditions. The average
price per unit of new orders increased to approximately $267,000 per home for
the nine months ended March 31, 2002 compared to approximately $264,000 per home
for the nine months ended March 31, 2001, due to a change in product mix as a
result of the Company's current product offerings, as well as unit sales price
increases. Overall, unit sales prices have increased at the majority of
communities open during the first nine months of fiscal 2002, when compared with
the same communities and units offered for sale in the first nine months of
fiscal 2001.

                                       12
<PAGE>

         The dollar backlog at March 31, 2002, decreased $1,547,000, or
approximately 1%, to $201,184,000 on 668 homes compared to the backlog at March
31, 2001 of $202,731,000 on 684 homes. The decrease in backlog dollars is
partially a result of the decrease in average price per home in backlog in the
northern region, which is a result of a change in the product mix of the backlog
compared with the prior comparable quarter. Further, the decrease in backlog
dollars and homes is attributable to the Company's increase in production and
deliveries for the nine months ended March 31, 2002 compared with the prior year
period ended March 31, 2001. Mild winter weather experienced during the 3rd
quarter of fiscal 2002 contributed to the increase in production and deliveries.

           Three Months and Nine Months Ended March 31, 2002 and 2001

Operating Revenues

         Earned revenues for the first nine months of fiscal 2002 increased
$64,888,000 to $248,233,000, or 35.4%, compared to the first nine months of
fiscal 2001. Revenues from the sale of residential homes included 943 homes
totaling $245,720,000 during the first nine months of fiscal 2002, as compared
to 695 homes totaling $179,470,000 during the first nine months of fiscal 2001.
Approximately $44,894,000 of the increase in residential revenue earned is
attributable to the Company's southern region operations in North Carolina,
South Carolina and Virginia and the remaining increase of $21,356,000 is
attributable to the Company's northern region operations in New Jersey and
Pennsylvania. The increase in residential revenue earned is attributable to an
increase in the number of homes delivered and average selling price per home for
the first nine months of fiscal year 2002 compared to the prior fiscal year
period. The number of homes delivered and average selling price have increased
due to favorable conditions for the homebuilding industry, most notably,
favorable financing conditions, and unusually mild winter weather conditions in
the Company's markets during the third quarter of fiscal 2002. Favorable
financing and weather conditions have resulted in strong customer demand and
positive home pricing trends. The increase in residential revenue earned in the
southern region is also attributable to the Company's expansion into North
Carolina, South Carolina and Virginia through its acquisition of PLC on October
13, 2000. In the current fiscal period, the Company recorded residential revenue
from the southern region for the nine months ended March 31, 2002 compared to
the prior fiscal period recording of residential revenue from the southern
region for the period October 13, 2000, the PLC acquisition date, through March
31, 2001. Furthermore, average sales prices have increased at the majority of
communities open during the first nine months of fiscal 2002, when compared with
the same communities and units offered for sale in the first nine months of
fiscal 2001.

                                       13
<PAGE>

         Earned revenues for the third quarter ended March 31, 2002 increased
$24,006,000 to $79,017,000, or 43.6%, compared to the third quarter of fiscal
2001. Revenues from the sale of residential homes included 311 homes totaling
$78,216,000 during the third quarter of fiscal 2002, as compared to 223 homes
totaling $54,380,000 during the third quarter of fiscal 2001. Approximately
$15,097,000 of the increase in residential revenue earned is attributable to the
Company's northern region operations in New Jersey and Pennsylvania and the
remaining increase of $8,739,000 is attributable to the Company's southern
region operations in North Carolina, South Carolina and Virginia. The increase
in residential revenue earned is attributable to an increase in the number of
homes delivered and average selling price per home for the third quarter of
fiscal 2002 compared to the prior fiscal year third quarter. The number of homes
delivered and average selling price have increased due to favorable conditions
for the homebuilding industry, most notably, favorable financing conditions, and
unusually mild winter weather conditions in the Company's markets during the
third quarter of fiscal 2002. Favorable financing and weather conditions have
resulted in strong customer demand and positive home pricing trends. The average
selling price per home increased to approximately $251,000 for the third quarter
of fiscal 2002 as compared to approximately $244,000 for the third quarter of
fiscal 2001.

         Land sales and other income consist primarily of land and lot sales,
interest income, purchase discounts and contract rebates, property management
fees and mortgage processing income. Revenues from land sales for the nine
months ended March 31, 2002 decreased by $1,706,000 to $80,000 compared to
$1,786,000 for the nine months ended March 31, 2001. Although the Company
primarily purchases land and engages in land development activities to support
its own homebuilding activities, the Company occasionally sells land or improved
lots to other third parties. Land sale opportunities are generally evaluated on
an individual basis. Risk factors and return on investment are among factors
considered in determining whether to sell land and improved lots or complete
homebuilding activities.

Costs and Expenses

         Costs and expenses for the first nine months of fiscal 2002 increased
$56,232,000, or 32.4%, compared with the first nine months of fiscal 2001. The
cost of residential properties for the first nine months of fiscal 2002
increased $47,798,000 to $199,933,000, or 31.4%, when compared with the first
nine months of fiscal 2001. The increase in cost of residential properties is
primarily attributable to the Company's growth in residential revenue. Gross
profit margin on residential property revenues was 18.6% for the first nine
months of fiscal 2002 compared with 15.2% for the first nine months of fiscal
2001. The increase in gross profit margin on residential property revenues for
the first nine months of fiscal 2002 compared with fiscal 2001 is a result of
favorable conditions in the homebuilding industry, resulting in strong customer
demand and positive home pricing trends. Also contributing to the aforementioned
increase in gross profit margin on residential property revenue is the decreased
costs of construction financing, as well as the relatively stable costs for key
building materials, in the first nine months of fiscal year 2002 when compared
to the prior fiscal year period.

         For the first nine months of fiscal 2002, selling, general and
administrative expenses increased $9,055,000 to $27,352,000, or 49.5%, when
compared with the first nine months of fiscal 2001. The increase in selling,
general and administrative expenses is primarily attributable to an increase in
incentives due to the Company's growth in residential revenue and profit. In
addition, sales office expense and advertising costs have increased due to a
higher number of communities open for sale during the first nine months of
fiscal 2002 compared to the first nine months of fiscal 2001. The selling,


                                       14
<PAGE>

general and administrative expenses as a percentage of residential property
revenue increased to 11.1% during the first nine months of fiscal 2002 compared
to 10.2% in the comparable prior period of fiscal 2001. The increase in selling,
general and administrative expenses as a percentage of residential property
revenues is attributable to an increase in fixed costs as a result of the
Company's geographic expansion into North Carolina, South Carolina and Virginia.
Selling, general and administrative expenses as a percentage of residential
property revenues is consistent with prior year selling, general and
administrative expenses as a percentage of residential property revenues
subsequent to the acquisition of PLC on October 13, 2000.

         Costs and expenses for the third quarter of fiscal 2002 increased
$20,670,000 to $73,450,000, or 39.2%, compared with the third quarter of fiscal
2001. The cost of residential properties for the third quarter of fiscal 2002
increased $17,832,000 to $63,626,000, or 38.9%, when compared with the third
quarter of fiscal 2001. The increase in cost of residential properties is
primarily attributable to the Company's growth in residential revenue. Gross
profit margin on residential property revenues was 18.7% for the third quarter
of fiscal 2002 compared with 15.8% for the third quarter of fiscal 2001. The
increase in gross profit margin on residential property revenues for the third
quarter of fiscal 2002 compared with the third quarter of fiscal 2001 is a
result of favorable conditions in the homebuilding industry, resulting in strong
customer demand and positive home pricing trends. Also contributing to the
aforementioned increase in gross profit margin on residential property revenue
is the decreased costs of construction financing, as well as relatively stable
costs for key building materials, in the third quarter of fiscal 2002 when
compared to the prior fiscal year quarter.

         For the third quarter of fiscal 2002, selling, general and
administrative expenses increased $2,484,000 to $8,921,000, or 38.6%, when
compared with the third quarter of fiscal 2001. The increase in selling, general
and administrative expenses is primarily attributable to an increase in
incentives due to the Company's growth in residential revenue and profit. In
addition, sales office expense and advertising costs have increased due to a
higher number of communities open for sale during the third quarter of fiscal
2002 compared to the third quarter of fiscal 2001. The selling, general and
administrative expenses as a percentage of residential property revenue
decreased to 11.4% for the third quarter of fiscal 2002 compared to 11.8% in the
comparable prior period of fiscal 2001. The decrease in selling, general and
administrative expenses as a percentage of residential property revenues can be
primarily attributed to an increase in revenues for the third quarter of fiscal
2002 exceeding the increase in fixed costs, as a result of the Company's
additional communities open for sale, when compared with the prior comparable
quarter.

Net Income Available for Common Shareholders

         Net income available for common shareholders for the first nine months
of fiscal 2002 increased $5,340,000, or 91.9%, to $11,148,000 ($.96 basic and
$.69 diluted earnings per share), compared with $5,808,000 ($.50 basic and $.37
diluted earnings per share) for the first nine months of fiscal 2001. Net income
available for common shareholders for the third quarter of fiscal 2002 increased
$2,087,000, or 160.7%, to $3,386,000 ($.29 basic and $.21 diluted earnings per
share), compared with $1,299,000 ($.11 basic and $.08 diluted earnings per
share) for the third quarter of fiscal 2001.

                                       15
<PAGE>

         This increase in net income available for common shareholders is
attributable to favorable conditions in the homebuilding industry resulting in
strong customer demand and positive home pricing, as well as the Company's
acquired operations in North Carolina, South Carolina and Virginia through its
October 13, 2000 acquisition of PLC.

Recent Accounting Pronouncements

         In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS No. 133"). SFAS No. 133 is now
effective for fiscal years beginning after June 15, 2000. SFAS No. 133
establishes accounting and reporting standards for derivative financial
instruments and hedging activities. It requires that an entity recognize all
derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. If certain conditions are
met, a derivative may be specifically designated as (i) a hedge of the exposure
to changes in the fair value of a recognized asset or liability or an
unrecognized firm commitment; (ii) a hedge of the exposure to variable cash
flows of a forecasted transaction; or (iii) in certain circumstances a hedge of
a foreign currency exposure. The Company adopted this pronouncement, as amended
by Statement of Financial Accounting Standards No. 137 "Accounting for
Derivative Instruments and Hedging Activities-Deferral of the Effective Date of
FASB Statement No. 133" and Statement of Financial Accounting Standards No. 138
"Accounting for Certain Hedging Activities- an Amendment of FASB No. 133" on
July 1, 2000. The adoption of SFAS No. 133 did not have a material financial
impact on the financial position and results of operations of the Company
because the Company has not entered into any freestanding derivatives and has no
embedded derivatives that require bifurcation and separate treatment. However,
should the Company change its use of such derivatives, the adoption of SFAS No.
133 could have a more significant effect on the Company prospectively.

         In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
("SAB 101"). In June 2000, the SEC staff amended SAB 101 to provide registrants
with additional time to implement SAB 101. The Company adopted SAB 101, as
required, in the fourth quarter of fiscal 2001. The adoption of SAB 101 did not
have a material financial impact on the financial position or results of
operations of the Company.

         In March 2000, the FASB issued FASB Interpretation No. 44, "Accounting
for Certain Transactions Involving Stock Compensation" ("FIN 44"). The Company
adopted FIN 44 effective July 1, 2000 with respect to certain provisions
applicable to new awards, exchanges of awards in a business combination,
modifications to outstanding awards, and changes in grantee status that occur on
or after that date. FIN 44 addresses practice issues related to the application
of Accounting Practice Bulletin Opinion No. 25, "Accounting for Stock Issued to
Employees". The initial adoption of FIN 44 by the Company did not have a
material impact on its consolidated financial position or results of operations.

                                       16
<PAGE>

         In June 2001, the FASB issued SFAS No. 141 "Business Combinations"
("SFAS No. 141"), which establishes standards for reporting business
combinations entered into after June 30, 2001 and supercedes APB Opinion No. 16,
"Business Combinations" and SFAS No. 38, "Accounting for Preacquisition
Contingencies of Purchased Enterprises". Among other things, SFAS No. 141
requires that all business combinations be accounted for as purchase
transactions and provides specific guidance on the definition of intangible
assets, which require separate treatment. The statement is applicable for all
business combinations entered into after June 30, 2001 and also requires that
companies apply its provisions relating to intangibles from pre-existing
business combinations.

         In June 2001, the FASB also issued SFAS No. 142, "Goodwill and Other
Intangible Assets" ("SFAS No. 142"), which establishes standards for financial
accounting and reporting for intangible assets acquired individually or with a
group of other assets and for the reporting of goodwill and other intangible
assets acquired in a business acquisition subsequent to initial accounting under
SFAS No. 141. SFAS No. 142 supercedes APB Opinion No. 17, "Intangible Assets"
and related interpretations. SFAS No. 142 is effective for fiscal years
beginning after December 15, 2001; however, companies with fiscal years
beginning after March 15, 2001 may elect to adopt the provision of SFAS No. 142
at the beginning of its new fiscal year. Accordingly, the Company elected to
early adopt SFAS No. 142 effective with the beginning of its new fiscal year on
July 1, 2001. The Company did not recognize any charge to earnings for the
cumulative effect upon adoption because all such intangibles relate to the
Company's recent acquisition of PLC for which no impairment was required under
SFAS No. 142. Upon adoption, such intangibles, which were being amortized over
ten years prior to adoption, are no longer amortized but continue to be subject
to periodic review for impairment. Amortization of such intangibles was $51,000
and $92,000 for the three months and nine months ended March 31, 2001,
respectively.

         In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144"), which establishes
a single accounting model for the impairment or disposal of long-lived assets,
including discontinued operations. SFAS No. 144 supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of" and APB Opinion No. 30, "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions". The provisions of
SFAS No. 144 are effective in fiscal years beginning after December 15, 2001,
with early adoption permitted and, in general, are to be applied prospectively.
The Company plans to adopt SFAS No. 144 effective July 1, 2002 and does not
expect that the adoption will have a material impact on its consolidated results
of operations and financial position.

                                       17
<PAGE>

         In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections" ("SFAS No. 145"). SFAS No. 145 rescinds both SFAS No. 4, "Reporting
Gains and Losses from Extinguishment of Debt" ("SFAS No. 4"), and the amendment
to SFAS No. 4, SFAS No. 64, "Extinguishments of Debt made to Satisfy
Sinking-Fund Requirements" ("SFAS No. 64"). Through this rescission, SFAS No.
145 eliminates the requirement (in both SFAS No. 4 and SFAS No. 64) that gains
and losses from the extinguishment of debt be aggregated and, if material,
classified as an extraordinary item, net of the related income tax effect. An
entity is not prohibited from classifying such gains and losses as extraordinary
items, so long as they meet the criteria in paragraph 20 of APB Opinion No. 30,
"Reporting the Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions" ("APB No. 30"), however, due to the nature of the
Company's operations it is not expected that such treatment will be available to
the Company. Any gains or losses on extinguishments of debt that were previously
classified as extraordinary items in prior periods presented that do not meet
the criteria in APB No. 30 for classification as an extraordinary item will be
reclassified to income from continuing operations. The provisions of SFAS No.
145 are effective for financial statements issued for fiscal years beginning
after May 15, 2002. The Company will adopt the provisions of this statement on
July 1, 2002.

Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the
Private Securities Litigation Reform Act of 1995

         In addition to historical information, this report contains statements
relating to future events or our future results. These statements are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Act of 1934, as amended (the
"Exchange Act"), and are subject to the Safe Harbor provisions created by
statute. Generally words such as "may", "will", "should", "could", "anticipate",
"expect", "intend", "estimate", "plan(pound) "continue", and "believe" or the
negative of or other variation on these and other similar expressions identify
forward-looking statements. These forward-looking statements are made only as of
the date of this report. We do not undertake to update or revise the
forward-looking statements, whether as a result of new information, future
events or otherwise.

         Forward-looking statements are based on current expectations and
involve risks and uncertainties and our future results could differ
significantly from those expressed or implied by our forward-looking statements.

         Many factors, including those listed below, could cause the Company's
actual consolidated results to differ materially from those expressed in any
forward-looking statements made by, or on behalf of, the Company:

          o    heightened economic uncertainty resulting from the tragic events
               of September 11, 2001 and the subsequent U.S. military response;

          o    changes in consumer confidence due to perceived uncertainty of
               future employment opportunities and other factors;

                                       18
<PAGE>

          o    competition from national and local homebuilders in the Company's
               market areas;

          o    building material price fluctuations;

          o    changes in mortgage interest rates charged to buyers of the
               Company's homes;

          o    changes in the availability and cost of financing for the
               Company's operations, including land acquisition;

          o    revisions in federal, state and local tax laws which provide
               incentives for home ownership;

          o    inability to successfully integrate acquired businesses;

          o    delays in obtaining land development permits as a result of (i)
               federal, state and local environmental and other land development
               regulations, (ii) actions taken or failed to be taken by
               governmental agencies having authority to issue such permits, and
               (iii) opposition from third parties; and

          o    increased cost of suitable development land.



Item 3. Quantitative and Qualitative Disclosures About Market Risk

                  Market risk represents the risk of loss that may impact the
financial position, results of operations or cash flows of the Company, due to
adverse changes in financial and commodity market prices and interest rates. The
Company's principal market risk exposure continues to be interest rate risk. A
majority of the Company's debt is variable based on LIBOR and prime rate, and,
therefore, affected by changes in market interest rates. There have been no
material adverse changes to the Company's (1) exposure to risk and (2)
management of these risks, since June 30, 2001.


                                       19
<PAGE>




                           PART II. OTHER INFORMATION


Item 6.           Exhibits and Reports on Form 8-K.

(a)      None.

(b)      Reports on Form 8-K.

         None.





                                       20
<PAGE>



                   ORLEANS HOMEBUILDERS, INC. AND SUBSIDIARIES



                                   SIGNATURES


         Pursuant to the requirements 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.

                                       ORLEANS HOMEBUILDERS, INC.
                                       (Registrant)

         May 10, 2002                  /s/ Michael T. Vesey
                                       --------------------
                                       Michael T. Vesey
                                       President and Chief Operating Officer


         May 10, 2002                  /s/ Joseph A. Santangelo
                                       ------------------------
                                       Joseph A. Santangelo
                                       Treasurer, Secretary and
                                       Chief Financial Officer