<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 December 31, 2001

                                       OR

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

      FOR THE TRANSITION PERIOD FROM _________ TO _________.

                           Commission File No. l-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, Pennsylvania 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
                          February 5, 2002: 11,357,893
                 (excluding 1,340,238 shares held in Treasury).
<PAGE>

                   ORLEANS HOMEBUILDERS, INC. AND SUBSIDIARIES

                                                                          PAGE
                                                                          ----

                         PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements (unaudited)
------
           Consolidated Balance Sheets at December 31, 2001
           and June 30, 2001                                               1

           Consolidated Statements of Operations and Changes
           in Retained Earnings for the Three and Six Months
           Ended December 31, 2001 and 2000                                2

           Consolidated Statements of Cash Flows for the
           Six Months Ended December 31, 2001 and 2000                     3

           Notes to Consolidated Financial Statements                      4

Item 2.    Management's Discussion and Analysis of Financial Condition
------     and Results of Operations                                       9

Item 3.    Quantitative and Qualitative Disclosures About Market Risk     17
------

                    PART II - OTHER INFORMATION

Item 4.    Submission of Matters to a Vote of Security Holders            17
------

Item 6.    Exhibits and Reports on Form 8-K                               17
------
<PAGE>

                   Orleans Homebuilders, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                         (Unaudited)
                                                                         December 31,            June 30,
                                                                            2001                   2001
                                                                         ------------           ----------
<S>                                                                       <C>                   <C>
Assets
Cash                                                                      $   4,180             $  13,560
Restricted cash - customer deposits                                           8,924                 8,424
Real estate held for development and sale:
    Residential properties completed or under construction                  108,839               100,950
    Land held for development or sale and improvements                       85,823                71,739
Property and equipment, at cost, less accumulated depreciation                1,165                   979
Intangible assets, net of amortization                                        3,063                 2,313
Receivables, deferred charges and other assets                               18,691                15,535
                                                                          ---------             ---------
    Total Assets                                                          $ 230,685             $ 213,500
                                                                          =========             =========

Liabilities and Shareholders' Equity
Liabilities:
Accounts payable                                                          $  21,034             $  26,194
Accrued expenses                                                             20,793                17,017
Customer deposits                                                             9,357                 9,134
Mortgage and other note obligations primarily secured by real
    estate held for development and sale                                    119,112               102,605
Notes payable - related parties                                               4,245                 8,576
Other notes payable                                                           1,479                 3,093
Deferred income taxes                                                         2,118                 2,118
                                                                          ---------             ---------
    Total Liabilities                                                       178,138               168,737
                                                                          ---------             ---------

Commitments and contingencies

Redeemable common stock                                                         965                   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                                                            30,561                22,799
Treasury stock, at cost (1,340,238 shares held at
    December 31, 2001 and June 30, 2001)                                       (975)                 (975)
                                                                          ---------             ---------
Total Shareholders' Equity                                                   51,582                43,820
                                                                          ---------             ---------

Total Liabilities and Shareholders' Equity                                $ 230,685             $ 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              Six Months Ended
                                                        December 31,                   December 31,
                                                    2001            2000            2001            2000
                                                  ---------       ---------       ---------       ---------
<S>                                               <C>             <C>             <C>             <C>
Earned revenues
    Residential properties                        $  87,244       $  72,108       $ 167,504       $ 125,090
    Land sales                                           53           1,786              53           1,786
    Other income                                        865             817           1,659           1,458
                                                  ---------       ---------       ---------       ---------
                                                     88,162          74,711         169,216         128,334
                                                  ---------       ---------       ---------       ---------
Costs and expenses
    Residential properties                           70,551          61,695         136,307         106,341
    Land sales                                           67           1,664              67           1,664
    Other                                               740             441           1,257             761
    Selling, general and administrative               9,955           7,008          18,431          11,816
    Interest
      Incurred                                        2,186           2,836           4,296           4,696
      Less capitalized                               (1,978)         (2,623)         (3,910)         (4,392)
                                                  ---------       ---------       ---------       ---------
                                                     81,521          71,021         156,448         120,886
                                                  ---------       ---------       ---------       ---------

Income from operations before income taxes            6,641           3,690          12,768           7,448
Income tax expense                                    2,551           1,405           4,901           2,834
                                                  ---------       ---------       ---------       ---------

Net income                                            4,090           2,285           7,867           4,614
Preferred dividends                                      52              52             105             105
                                                  ---------       ---------       ---------       ---------

Net income available for common shareholders          4,038           2,233           7,762           4,509
Retained earnings, at beginning of period            26,523          14,526          22,799          12,250
                                                  ---------       ---------       ---------       ---------
Retained earnings, at end of period               $  30,561       $  16,759       $  30,561       $  16,759
                                                  =========       =========       =========       =========

Basic earnings per share                          $    0.35       $    0.19       $    0.67       $    0.39
                                                  =========       =========       =========       =========

Diluted earnings per share                        $    0.25       $    0.14       $    0.49       $    0.29
                                                  =========       =========       =========       =========
</TABLE>

                 See notes to consolidated financial statements

                                      - 2 -
<PAGE>

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

<TABLE>
<CAPTION>
                                                                           Six Months Ended
                                                                             December 31,
                                                                     2001                  2000
                                                                   ---------             ---------
<S>                                                                <C>                   <C>
Cash flows from operating activities:
    Net income                                                     $   7,867             $   4,614
    Adjustments to reconcile net income to net cash
      provided by (used in) operating activities:
    Depreciation and amortization                                        269                   145
    Deferred taxes                                                      --                    (242)
    Noncash compensation                                                  22                  --
Changes in operating assets and liabilities:
    Restricted cash - customer deposits                                 (500)                1,815
    Real estate held for development and sale                        (21,973)               14,129
    Receivables, deferred charges and other assets                    (3,156)                 (523)
    Accounts payable and other liabilities                            (1,384)               (3,253)
    Customer deposits                                                    223                (1,723)
                                                                   ---------             ---------
Net cash provided by (used in) operating activities                  (18,632)               14,962
                                                                   ---------             ---------

Cash flows from investing activities:
    Purchases of property and equipment                                 (455)                  (91)
    Acquisition of PLC, net of cash acquired                            (750)               (4,581)
                                                                   ---------             ---------
Net cash used in investing activities                                 (1,205)               (4,672)
                                                                   ---------             ---------

Cash flows from financing activities:
    Borrowings from loans secured by real estate assets              125,185                75,972
    Repayment of loans secured by real estate assets                (108,678)              (82,284)
    Borrowings from other note obligations                            14,510                 4,222
    Repayment of other note obligations                              (20,455)               (5,185)
    Preferred stock dividend                                            (105)                 (105)
                                                                   ---------             ---------
Net cash provided by (used in) financing activities                   10,457                (7,380)
                                                                   ---------             ---------

Net increase (decrease) in cash                                       (9,380)                2,910
Cash at beginning of period                                           13,560                 2,719
                                                                   ---------             ---------
Cash at end of period                                              $   4,180             $   5,629
                                                                   =========             =========

Supplemental disclosure of cash flow activities:
    Interest paid, net of amounts capitalized                      $     386             $     214
                                                                   =========             =========

    Income taxes paid                                              $   3,890             $   1,806
                                                                   =========             =========
</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 December 31 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.

     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"). On June
     23, 1999 the FASB voted to defer the effectiveness of SFAS No. 133 for one
     year. SFAS No. 133 is now effective for fiscal years beginning after June
     15, 2000, but earlier application is permitted as of the beginning of any
     fiscal quarter subsequent to June 15, 1998. 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" 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.

                                       4
<PAGE>

     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.

     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.





























                                       5
<PAGE>

     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.

     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.

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

(B)  Earnings Per Share:

     Basic earnings per common share are computed by dividing net income by
     weighted average number of common shares outstanding. Basic shares
     outstanding includes the unconditional shares issuable as part of the
     purchase price of the Parker & Lancaster Corporation 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 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 six months ended December 31, 2001 and 2000, respectively,
     are shown in the following table.

                                       6
<PAGE>

<TABLE>
<CAPTION>
                                                      Three Months Ended         Six Months Ended
                                                                       December 31,
                                                   ---------------------------------------------------
                                                      2001        2000           2001         2000
                                                   ---------- -------------   ----------- ------------
                                                                       (Unaudited)
                                                                     (in thousands)
<S>                                                    <C>           <C>           <C>          <C>
     Total common shares issued                        12,698        12,698        12,698       12,698
     Unconditional shares issuable                        273           235           273          119
     Less: Average treasury shares outstanding          1,340         1,340         1,340        1,340
                                                   ---------- -------------   ----------- ------------
     Basic EPS shares                                  11,631        11,593        11,631       11,477
     Effect of assumed shares issued under
       treasury stock method for stock options            749           533           712          470
     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                                16,380        16,126        16,343       15,947
                                                   ========== =============   =========== ============

     Net income available for common
       shareholders                                   $ 4,038       $ 2,233       $ 7,762      $ 4,509
     Effect of assumed conversion of $3 million
       Series D Preferred Stock                            52            52           105          105
     Effect of assumed conversion of $3 million
       Convertible Subordinated 7% Note                    33            33            65           65
                                                   ---------- -------------   ----------- ------------
     Adjusted net income for diluted EPS              $ 4,123       $ 2,318       $ 7,932      $ 4,679
                                                   ========== =============   =========== ============
</TABLE>

(C)  Residential Properties Completed or Under Construction:

     Residential properties completed or under construction consists of the
     following:

                                       December 31,         June 30,
                                           2001               2001
                                     ---------------    ---------------
                                                 (Unaudited)
                                               (in thousands)

       Under contract for sale          $     76,474       $     72,969
       Unsold                                 32,365             27,981
                                     ---------------    ---------------
                                        $    108,839       $    100,950
                                     ===============    ===============

                                       7
<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.






























                                       8
<PAGE>

                   ORLEANS HOMEBUILDERS, INC. AND SUBSIDIARIES

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

Liquidity and Capital Resources
-------------------------------

         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 December 31, 2001,
the Company had approximately $111,647,000 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.

         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 six months ended
December 31, 2001, the Company acquired land for future development with an
aggregate purchase price of approximately $23,827,000, including approximately
$15,087,000 for land purchases in North Carolina, South Carolina and Virginia.

         As of December 31, 2001 the Company had contracted to purchase, or has
under option, land and improved lots for an aggregate purchase price of
approximately $212,238,000 that will yield approximately 5,300 homes. 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.


                                       9
<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>
                                                       Six Months Ended December 31,
                                                  2001                                 2000
                                   ----------------------------------    -------------------------------
                                                                 (Unaudited)
                                                           (Dollars in thousands)

Northern Region                                              Average                             Average
New Jersey and Pennsylvania:          Amount        Homes     Price         Amount       Homes    Price
<S>                                 <C>              <C>     <C>           <C>            <C>     <C>
Revenues earned                     $ 107,891        389     $ 277         $ 101,632      375     $ 271
New orders                            100,157        371       270            86,250      312       276
Backlog                               136,906        459       298           112,518      346       325

Southern Region (1)
North Carolina, South Carolina
  and Virginia:
Revenues earned                      $ 59,613        243       245          $ 23,458       97       242
New orders                             50,798        203       250            30,709      126       244
Backlog                                47,390        173       274            36,936      150       246

Combined Regions
Revenues earned                     $ 167,504        632     $ 265         $ 125,090      472     $ 265
New orders                            150,955        574       263           116,959      438       267
Backlog                               184,296        632       292           149,454      496       301
</TABLE>

         (1) Information on revenue earned and new orders for the six months
ending December 31, 2000 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 six months ended December 31,
2001 increased $33,996,000, or approximately 29%, to $150,955,000 on 574 homes
compared to $116,959,000 on 438 homes for the six months ended December 31,
2000. The increase in new order dollars and new orders is 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 six months ended
December 31, 2001 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 December 31, 2000. In addition, new orders in the northern region
increased by $13,907,000, or approximately 16%, when compared to new orders in
the northern region for the six months ended December 31, 2000. The increase in
new orders in the northern region is primarily attributable to favorable
economic conditions in the homebuilding industry, most notably, favorable
financing conditions. The average price per unit of new orders decreased to
approximately $263,000 per home for the six months ended December 31, 2001
compared to approximately $267,000 per home for the six months ended December
31, 2000, due to a change in product mix as a result of the Company's current
product offerings. Overall, unit sales prices have increased at the majority of
communities open during the first six months of fiscal 2002, when compared with
the same communities and units offered for sale in the first six months of
fiscal 2001.

                                       10
<PAGE>

         The dollar backlog at December 31, 2001, increased $34,842,000, or
approximately 23%, to $184,296,000 on 632 homes compared to the backlog at
December 31, 2000 of $149,454,000 on 496 homes. The increase in backlog dollars
is primarily attributable to the Company's increase in new orders for the six
months ended December 31, 2001 compared with the prior year six months ended
December 31, 2000.


          Three Months and Six Months Ended December 31, 2001 and 2000
          ------------------------------------------------------------

Operating Revenues
------------------

         Earned revenues for the first six months of fiscal 2002 increased
$40,882,000 to $169,216,000, or 31.9%, compared to the first six months of
fiscal 2001. Revenues from the sale of residential homes included 632 homes
totaling $167,504,000 during the first six months of fiscal 2002, as compared to
472 homes totaling $125,090,000 during the first six months of fiscal 2001.
Approximately $36,155,000 of the increase in residential revenue earned is
attributable to the Company's expansion into North Carolina, South Carolina and
Virginia through its acquisition of PLC on October 13, 2000. In addition,
approximately $6,259,000 of the increase in residential revenue earned is
attributable to an increase in the number of homes delivered and average selling
price per home in the northern region in the first six months of fiscal year
2002 compared to the prior fiscal year period. Thus, the overall increase in
revenue is attributable to the Company's geographic expansion into North
Carolina, South Carolina and Virginia, as well as, favorable economic conditions
for the homebuilding industry, most notably, favorable financing conditions.
Furthermore, unit sales prices have increased at the majority of communities
open during the first six months of fiscal 2002, when compared with the same
communities and units offered for sale in the first six months of fiscal 2001.

         Earned revenues for the second quarter ended December 31, 2001
increased $13,451,000 to $88,162,000, or 18%, compared to the second quarter of
fiscal 2001. Revenues from the sale of residential homes included 325 homes
totaling $87,244,000 during the second quarter of fiscal 2002, as compared to
277 homes totaling $72,108,000 during the second quarter of fiscal 2001.
Approximately $7,699,000 of the increase in residential revenue earned is
attributable to the Company's expansion into North Carolina, South Carolina and
Virginia through its acquisition of PLC on October 13, 2000. The overall
increase in revenues for the second quarter of fiscal 2002, as compared to the
second quarter of fiscal 2001, is attributable to the number of homes delivered
and an increase in the average selling price, which is the result of the
expanding geographic scope of the Company's operations and favorable economic
conditions for the homebuilding industry, resulting in strong customer demand
and positive home pricing. The average selling price per home increased to
approximately $268,000 for the second quarter of fiscal 2002 as compared to
approximately $260,000 for the second quarter of fiscal 2001.

                                       11
<PAGE>

         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 six months
ended December 31, 2001 decreased by $1,733,000 to $53,000 compared to
$1,786,000 for the six months ended December 31, 2000. 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 six months of fiscal 2002 increased
$35,562,000, or 29.4%, compared with the first six months of fiscal 2001. The
cost of residential properties for the first six months of fiscal 2002 increased
$29,966,000 to $136,307,000, or 28.2%, when compared with the first six months
of fiscal 2001. Approximately $28,825,000 of the increase in cost of residential
properties is attributable to the Company's expansion into North Carolina, South
Carolina and Virginia, through its acquisition of PLC. Gross profit margin on
residential property revenues was 18.6% for the first six months of fiscal 2002
compared with 15% for the first six months of fiscal 2001. The increase in gross
profit margin on residential property revenues for the first six months of
fiscal 2002 compared with fiscal 2001 is a result of favorable economic
conditions in the homebuilding industry, resulting in strong customer demand and
positive home pricing. Also contributing to the aforementioned increase in gross
profit margin on residential property revenue is the decreased costs of
construction financing, as well as key building materials, in the first six
months of fiscal year 2002 compared to the prior fiscal year period.

         For the first six months of fiscal 2002, selling, general and
administrative expenses increased $6,615,000 to $18,431,000, or 56%, when
compared with the first six months of fiscal 2001. Approximately $5,129,000 of
the increase in selling, general and administrative expenses is attributable to
the Company's expansion into North Carolina, South Carolina and Virginia through
its acquisition of PLC on October 13, 2000. In addition, a portion of the
selling general and administrative expense increase is attributable to an
increase in northern region incentives, sales office expense and advertising
costs in connection with the increase in revenues earned in the northern region.
The selling, general and administrative expenses as a percentage of residential
property revenue increased to 11% during the first six months of fiscal 2002
compared to 9.5% in the comparable prior period of fiscal 2001. 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.

                                       12
<PAGE>

         Costs and Expenses for the second quarter of fiscal 2002 increased
$10,500,000 to $81,521,000, or 14.8%, compared with the second quarter of fiscal
2001. The cost of residential properties for the second quarter of fiscal 2002
increased $8,856,000 to $70,551,000, or 14.4%, when compared with the second
quarter of fiscal 2001. Approximately $4,850,000 of the increase in cost of
residential properties is attributable to the Company's expansion into North
Carolina, South Carolina and Virginia, through its acquisition of PLC. The
overall increase in residential property costs is primarily attributable to the
increase in residential revenue earned. Gross profit margin on residential
property revenues was 19.1% for the second quarter of fiscal 2002 compared with
14.4% for the second quarter of fiscal 2001. The increase in gross profit margin
on residential property revenues for the second quarter of fiscal 2002 compared
with fiscal 2001 is a result of favorable economic conditions in the
homebuilding industry, resulting in strong customer demand and positive home
pricing. Also contributing to the aforementioned increase in gross profit margin
on residential property revenue is the decreased costs of construction
financing, as well as key building materials.

         For the second quarter of fiscal 2002, selling, general and
administrative expenses increased $2,947,000 to $9,955,000, or 42.1%, when
compared with the second quarter of fiscal 2001. Approximately $1,839,000 of the
increase in selling, general and administrative expenses is attributable to
variable expenses associated with the increase in revenues in the Company's
southern region of North Carolina, South Carolina and Virginia due to its
acquisition of PLC on October 13, 2000. In addition, a portion of the selling
general and administrative expense increase is attributable to an increase in
northern region incentives, sale office expense and advertising costs in
connection with the increase in revenues earned in the northern region. The
selling, general and administrative expenses as a percentage of residential
property revenue increased to 11.4% for the second quarter of fiscal 2002
compared to 9.7% 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.

Net Income Available for Common Shareholders
--------------------------------------------

         Net income available for common shareholders for the first six months
of fiscal 2002 increased $3,253,000, or 72.1%, to $7,762,000 ($.67 basic and
$.49 diluted earnings per share), compared with $4,509,000 ($.39 basic and $.29
diluted earnings per share) for the first six months of fiscal 2001. Net income
available for common shareholders for the second quarter of fiscal 2002
increased $1,805,000, or 80.8%, to $4,038,000 ($.35 basic and $.25 diluted
earnings per share), compared with $2,233,000 ($.19 basic and $.14 diluted
earnings per share) for the second quarter of fiscal 2001.

         This increase in net income available for common shareholders is
attributable to favorable economic 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.

                                       13
<PAGE>

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"). On June 23, 1999 the FASB
voted to defer the effectiveness of SFAS No. 133 for one year. SFAS No. 133 is
now effective for fiscal years beginning after June 15, 2000, but earlier
application is permitted as of the beginning of any fiscal quarter subsequent to
June 15, 1998. 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" 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.

                                       14
<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.

         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.

                                       15
<PAGE>

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", "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;

     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.


                                       16
<PAGE>

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.



































                                       17
<PAGE>

                           PART II. OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders.
         ---------------------------------------------------

           On December 6, 2001, the Company held its Annual Meeting of
Stockholders pursuant to a notice dated October 29, 2001. Definitive proxy
materials were filed with the Securities and Exchange Commission prior to the
meeting. A total of 10,585,251 shares were voted at the meeting constituting
93.2% of the 11,357,893 shares entitled to vote.

         At the Annual Meeting, the eight nominees (Benjamin D. Goldman, Jerome
S. Goodman, Robert N. Goodman, Andrew N. Heine, David Kaplan, Lewis Katz,
Jeffrey P. Orleans and Michael T.Vesey) who were nominated for election, were
all elected.


         The results of the vote were as follows:

                                                        Shares for Which
                                  Share Voted For       Vote was Withheld
                                  ---------------       -----------------
         Benjamin D. Goldman        10,584,000               1,251
         Jerome S. Goodman          10,584,150               1,101
         Robert N. Goodman          10,579,150               6,101
         Andrew N. Heine            10,585,150                 101
         David Kaplan               10,584,150               1,101
         Lewis Katz                 10,585,150                 101
         Jeffrey P. Orleans         10,583,955               1,296
         Michael T. Vesey           10,584,150               1,101



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

   (a)   None.

   (b)   Reports on Form 8-K.

         None.




                                       18
<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)

         February 12, 2002               /s/ Michael T. Vesey
                                         --------------------
                                         Michael T. Vesey
                                         President and Chief Operating Officer


         February 12, 2002               /s/ Joseph A. Santangelo
                                         ------------------------
                                         Joseph A. Santangelo
                                         Treasurer, Secretary and
                                         Chief Financial Officer





















                                       19