<PAGE>



                                    FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                     For the quarter ended December 31, 1998

                                       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 (l) 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 outstanding as of February 5, 1999: 11,357,893
                 (excluding 1,340,238 shares held in Treasury).


<PAGE>


                   Orleans Homebuilders, Inc. and Subsidiaries
                          Index to Financial Statements

                                                                            PAGE

                         PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements (unaudited)

            Consolidated Balance Sheets at December 31, 1998
                and June 30, 1998                                             1

            Consolidated Statements of Operations and Changes
                in Retained Earnings for the three months and 
                six months ended December 31, 1998 and 1997                   2

            Consolidated Statements of Cash Flows for the
                six months ended December 31, 1998 and 1997                   3

            Notes to Consolidated Financial Statements                        4

Item 2.     Managements Discussion and Analysis of Financial Condition
                and Results of Operations.                                    6

                                      PART II - OTHER INFORMATION

Item 4.     Submission of Matters to a Vote of Security Holders              12

Item 6.     Exhibits and Reports on Form 8-K                                 13
<PAGE>

                   Orleans Homebuilders, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                                 (in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                        December 31,           June 30,
                                                                           1998                 1998
                                                                        ------------          ---------
<S>                                                                     <C>                  <C>     
Assets
Cash                                                                     $   2,534            $   2,833 
Restricted cash - customer deposits                                          4,090                3,902
Real estate held for development and sale:                                                  
    Residential properties completed or under construction                  46,587               47,209
    Land held for development or sale and improvements                      62,356               64,044
Property and equipment, at cost, less accumulated depreciation               1,975                1,892
Receivables, deferred charges and other assets                              11,891               10,645
                                                                         ---------            ---------
    Total Assets                                                         $ 129,433            $ 130,525
                                                                         =========            =========






Liabilities and Shareholders' Equity                                                        
Liabilities:                                                                                
Accounts payable                                                         $  12,523            $  15,378
Accrued expenses                                                            10,813                9,312
Customer deposits                                                            4,090                3,902
Mortgage and other note obligations primarily secured by real                               
    estate held for development and sale                                    64,889               65,136
Subordinated debentures                                                        601                  601
Notes payable - related parties                                              7,093               12,052
Other notes payable                                                          3,193                2,918
Deferred income taxes                                                        2,961                2,961
Minority interests                                                              79                  546
                                                                         ---------            ---------
    Total Liabilities                                                      106,242              112,806
                                                                         ---------            ---------




Commitments and contingencies                                                               
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) (Note F)                      3,000                   --
Common stock, $.10 par, 20,000,000 shares authorized,                                       
    12,698,131 shares issued at December 31, 1998 and                                       
    June 30, 1998, respectively                                              1,270                1,270
Capital in excess of par value  common stock                                17,726               17,726
Retained earnings (deficit)                                                  2,170                 (299)
Treasury stock, at cost (1,340,238 shares and 1,342,113 shares                              
    held at December 31, 1998 and June 30, 1998, respectively)                (975)                (978)
                                                                         ---------            ---------
Total Shareholders' Equity                                                  23,191               17,719
                                                                         ---------            ---------

Total Liabilities and Shareholders' Equity                               $ 129,433            $ 130,525
                                                                         =========            =========


</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,

                                                                1998             1997                  1998             1997
                                                             --------         --------               --------         -------- 
<S>                                                          <C>              <C>                    <C>              <C>      
Earned revenues
    Residential properties                                   $ 39,309         $ 19,335               $ 73,850         $ 44,176 
    Related party (Note G)                                         --            1,472                     --            1,472
    Land sales                                                    611              206                  1,531              426
    Other income                                                  545              434                  1,018              759
                                                             --------         --------               --------         --------  
                                                               40,465           21,447                 76,399           46,833
                                                             --------         --------               --------         --------  


Costs and expenses                                                                             
    Residential properties                                     33,353           16,430                 62,692           37,593
    Related party (Note G)                                         --            1,459                     --            1,459
    Land sales                                                    516              147                  1,294              327
    Other                                                         277              184                    506              358
    Selling, general and administrative                         3,737            3,052                  7,483            6,330
    Interest                                                                                   
      Incurred                                                  1,852            1,770                  3,972            3,496
      Less capitalized                                         (1,665)          (1,607)                (3,598)          (3,169)
    Minority interests                                             --              (88)                    --             (104)
                                                             --------         --------               --------         -------- 
                                                               38,070           21,347                 72,349           46,290
                                                             --------         --------               --------         --------  




Income from operations before income taxes                      2,395              100                  4,050              543
Income tax expense                                                910               38                  1,539              206
                                                             --------         --------               --------         --------
Net income                                                      1,485               62                  2,511              337

Preferred dividends                                                42               --                     42               --
                                                             --------         --------               --------         --------
Net income available for common shareholders                    1,443               62                  2,469              337
 
Retained earnings (deficit), at beginning of period               727           (1,692)                  (299)          (1,967)
                                                             --------         --------               --------         --------
Retained earnings (deficit), at end of period                $  2,170         $ (1,630)              $  2,170         $ (1,630)
                                                             ========         ========               ========         ======== 





Basic earnings per share                                       $ 0.13           $ 0.01                 $ 0.22           $ 0.03
                                                             ========         ========               ========         ======== 
Diluted earnings per share                                     $ 0.10           $ 0.01                 $ 0.18           $ 0.03
                                                             ========         ========               ========         ========  
</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,


                                                                    1998         1997
                                                                 ---------    ---------
<S>                                                              <C>          <C>   
Cash flows from operating activities:
    Net income                                                   $   2,469    $     337
    Adjustments to reconcile net income to net cash
      provided by operating activities:
    Depreciation and amortization                                      157           69
Changes in operating assets and liabilities:
    Restricted cash - customer deposits                               (188)        (806)
    Real estate held for development and sale                        2,310         (504)
    Receivables, deferred charges and other assets                  (1,246)      (1,664)
    Accounts payable and other liabilities                          (1,365)       1,818
    Customer deposits                                                  188          806
                                                                 ---------    ---------
Net cash provided by operating activities                            2,325           56
                                                                 ---------    ---------

Cash flows from investing activities:
    Purchases of property and equipment                               (240)      (1,409)
                                                                 ---------    ---------
Net cash used in investing activities                                 (240)      (1,409)
                                                                 ---------    ---------

Cash flows from financing activities:
    Borrowings from loans secured by real estate assets             52,193       35,547
    Repayment of loans secured by real estate assets               (52,440)     (33,067)
    Borrowings from other note obligations                             787        1,231
    Repayment of other note obligations                             (2,471)        (996)
    Stock options exercised                                              3         --   
    Distribution to minority interests                                (456)        --   
                                                                 ---------    ---------
Net cash provided by (used in) financing activities                 (2,384)       2,715
                                                                 ---------    ---------


Net increase (decrease) in cash                                       (299)       1,362
Cash at beginning of period                                          2,833        1,582
                                                                 ---------    ---------
Cash at end of period                                            $   2,534    $   2,944
                                                                 ---------    ---------

Supplemental disclosure of cash flow activities:
    Interest paid, net of amounts capitalized                    $     287    $    --
                                                                 =========    =========
    Income taxes paid                                            $     809    $     102
                                                                 =========    =========


</TABLE>


                 See notes to consolidated financial statements





                                        3













<PAGE>

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

(A)      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 the
         Form 10-K as of and for the year ended June 30, 1998 for Orleans
         Homebuilders, Inc. and subsidiaries (the "Company") for additional
         disclosures, including a summary of the Company's accounting policies.

         In the opinion of management, the consolidated financial statements
         contain all adjustments, consisting 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.

(B)      Basic earnings per common share are computed by dividing net income by
         the weighted average number of common shares outstanding. 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 months and six months ended December 31, 1998 and 1997,
         respectively, are shown below.


<TABLE>
<CAPTION>

                                                        Three Months Ended             Six Months Ended
                                                           December 31,                   December 31,
                                                     1998            1997            1998            1997
                                                 ------------    ------------    ------------    ------------

<S>                                                <C>             <C>             <C>             <C>       
Total common shares issued                         12,698,131      12,698,131      12,698,131      12,698,131
Less: Average treasury shares outstanding          (1,340,523)     (1,342,113)     (1,341,318)     (1,342,113)
                                                 ------------    ------------    ------------    ------------
Basic EPS shares                                   11,357,608      11,356,018      11,356,813      11,356,018
Effect of assumed shares issued under treasury
  stock method for stock options                      437,732         126,502         421,635         102,316
Effect of assumed conversion of $3 million
  Convertible Subordinated 7% Note                  2,000,000              --       2,000,000              --
Effect of assumed conversion of $3 million
  Series D Preferred Stock                          1,565,217              --         782,609              --
                                                 ------------    ------------    ------------    ------------
Diluted EPS shares                                 15,360,558      11,482,520      14,561,057      11,458,334
                                                 ============    ============    ============    ============

Net income available for common shareholders     $  1,443,000    $     62,000    $  2,469,000    $    337,000

Effect of assumed conversion of $3 million
  Convertible Subordinated 7% Note                     32,550              --          65,100              --

Effect of assumed conversion of $3 million
  Series D Preferred Stock                             42,000              --          42,000              --
                                                 ------------    ------------    ------------    ------------
Adjusted net income for diluted EPS              $  1,517,550    $     62,000    $  2,576,100    $    337,000
                                                 ============    ============    ============    ============
</TABLE>



                                        4

<PAGE>



(C)      Supplemental disclosure of non-cash financing activities: As discussed
         in Note (F), on October 20, 1998, the Company issued 100,000 shares of
         Series D Preferred Stock to Jeffrey P. Orleans, Chairman and Chief
         Executive Officer of the Company, in exchange for an aggregate amount
         of $3,000,000 in Company notes held by Mr. Orleans.

(D)      Residential properties completed or under construction consists of the
         following:

                                                     (In thousands)
                                              12/31/98             6/30/98
                                              --------             -------
         Under Contract for Sale               $31,680             $32,102
         Unsold                                 14,907              15,107
                                               -------             -------
                                               $46,587             $47,209
                                               =======             =======

(E)      From time to time, the Company is named as a defendant in legal actions
         arising from its normal business activities. Although the amount of any
         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 or operating results of the Company.

(F)      On October 20, 1998, the Company issued 100,000 shares of Series D
         Preferred Stock (the "Series D Stock") to Jeffrey P. Orleans in
         exchange for an aggregate amount of $3,000,000 in Company notes held by
         Mr. Orleans. The Series D Stock was issued from an aggregate of 500,000
         shares of Preferred Stock authorized. The Series D Stock has a
         liquidation value of $3,000,000, or $30.00 per share, and requires
         annual dividends of 7% of the liquidation value. The dividends are
         cumulative and are payable quarterly with the first payment due
         December 1, 1998. The Series D Stock may be redeemed by the Company at
         any time after December 31, 2003, in whole or in part, at a cash
         redemption price equal to the liquidation value plus all accrued and
         unpaid dividends on such shares to the date of redemption. The Series D
         Stock is convertible into 2,000,000 shares of Common Stock upon the
         approval by the American Stock Exchange of a supplemental listing
         application covering such shares.

(G)      Related party residential property revenues for the three and six
         months ended December 31, 1997 included 27 low income homes with an
         aggregate sales value of $1,472,000 which were purchased by Jeffrey P.
         Orleans. These transactions satisfy, in part, the Company's low income
         housing requirements in Mount Laurel Township, New Jersey. The selling
         prices for these homes which are determined by state statute, are the
         same as if the homes had been sold to unaffiliated third parties.



                                        5

<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, 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, 1998,
the Company had $61,721,000 available to be drawn under existing secured
revolving and construction loans for planned development expenditures. The
Company believes that the funds generated from operations and financing
commitments from commercial lenders will provide the Company with sufficient
capital to meet its operating needs.

                  The Company has continued its ongoing land acquisition efforts
during the first six months of fiscal 1999. During this period, the Company
acquired three additional parcels of land for an aggregate purchase price of
approximately $3,100,000. In addition, as of December 31, 1998, the Company had
agreements to purchase seventeen additional parcels for an aggregate purchase
price of approximately $65,300,000. These purchase agreements are subject to due
diligence review and are contingent upon the receipt of governmental approvals.
The Company expects to utilize purchase money mortgages, secured financings and
existing capital resources to finance these acquisitions. The Company
anticipates completing approximately one-half of these acquisitions over the
next two years.

Results of Operations

                  The following table sets forth certain detail as to
residential sales activity for the six months ended December 31, 1998 and 1997,
in the case of revenues earned and new orders, and at the end of the periods
indicated, in the case of backlog.

                                                 Six Months Ended
                                   December 31, 1998          December 31, 1997
                                   -----------------          -----------------
                                               (Dollars in thousands)

Revenues Earned:                        $73,850                   $45,648
  Units                                     382                       264
  Average Price Per Unit                $   193                   $   173

New Orders:                             $76,942                   $59,382
  Units                                     364                       309
  Average Price Per Unit                $   211                   $   192

Backlog:                                $73,846                   $51,994
  Units                                     321                       255
  Average Price Per Unit                $   230                   $   204


                                       6
<PAGE>


                  Dollar volume of new orders for the six months ended December
31, 1998 increased by approximately 30% to $76,942,000 on 364 orders, compared
to $59,382,000 on 309 orders during the six months ended December 31, 1997. The
opening of new communities in Burlington County, New Jersey, was the primary
reason for the increase in new orders when compared to the first six months of
fiscal 1998. The average price per unit of new orders increased due to an
increase in the number and percentage of single family homes sold in the first
six months of fiscal 1999 compared to the prior fiscal period. Single family
homes sold during the first six months of fiscal 1999 accounted for
approximately 48% of total unit sales compared with approximately 40% during the
first six months of fiscal 1998. In addition, the average unit sales price
increased for the majority of communities open during the first six months of
fiscal 1999 compared with fiscal 1998.

         The dollar backlog at December 31, 1998 increased approximately 42% to
$73,846,000 on 321 homes, as compared to the backlog at December 31, 1997, of
$51,994,000 on 255 homes.

Operating Revenues

         Earned revenues for the first six months of fiscal 1999 increased
$29,566,000 to $76,399,000, or 63.1%, compared to the first six months of fiscal
1998. Revenues from the sale of residential homes included 382 homes totaling
$73,850,000 during the first six months of fiscal 1999, as compared to 264 homes
totaling $45,648,000 during the first six months of fiscal 1998. Revenues from
related parties for the first six months of fiscal 1998 included 27 low income
homes with a sales value of $1,472,000. The increase in revenues for the first
six months of fiscal 1999, as compared to the first six months of fiscal 1998,
is primarily attributable to the number of units sold which is the result of the
expanding geographic scope of the Company's operations and favorable economic
conditions affecting unit sales volume and price. The average selling price per
unit has increased to approximately $193,000 during the first six months of
fiscal 1999, as compared to approximately $173,000 during the first six months
of fiscal 1998. The increase in average selling price is partially due to an
increase in the base sale price per unit, option revenue per unit, and a change
in product mix towards more townhouse and single family homes than in the
previous comparable period.

         Earned revenues for the second quarter of fiscal 1999 increased
$19,018,000 to $40,465,000, or 88.7%, compared to the second quarter of fiscal
1998. Revenues from the sale of residential homes included 194 homes totaling
$39,309,000 during the second quarter of fiscal 1999, as compared to 134 homes
totaling $20,807,000 during the second quarter of fiscal 1998. Revenues from
related parties for the second quarter of fiscal 1998 included 27 low income
homes with a sales

                                        7

<PAGE>



value of $1,472,000. This sale has satisfied, in part, the Company's low income
housing requirements in Mount Laurel Township, New Jersey. The selling prices of
these homes which are determined by state statute, were the same as if the homes
had been sold to unaffiliated third parties. The average selling price per unit
has increased to approximately $203,000 during the second quarter of fiscal
1999, as compared to approximately $155,000 during the second quarter of fiscal
1998. This increase in average selling price is partially due to the lower
average selling price of the aforementioned low income homes sold during the
second quarter of fiscal 1998. In addition, the increase in average selling
price is also due to an increase in the base sale price per unit, option revenue
per unit, and a change in product mix towards more townhouse and single family
homes than in the previous comparable period.

Costs and Expenses

                  Costs and expenses for the first six months of fiscal 1999
increased $26,059,000, or 56.3%, compared with the first six months of fiscal
1998. The first six months of fiscal 1999 cost of residential properties
increased $23,640,000 to $62,692,000, or 60.5%, when compared with the first six
months of fiscal 1998. This increase in residential property costs is slightly
less than the percentage increase in residential property revenues when compared
with the same period in fiscal 1998. Overall profit margins on residential
properties improved due to positive home pricing and increased sales volume as a
result of strong customer demand. The cost of residential properties as a
percentage of residential property revenues was 84.9% for the first six months
of fiscal 1999 compared with 85.6% for the first six months of fiscal 1998.

         For the first six months of fiscal 1999, selling, general and
administrative expenses increased $1,153,000 to $7,483,000, or 18.2%, when
compared with the first six months of fiscal 1998. The year-to-date fiscal 1999
increase in selling, general and administrative expenses is attributable to an
increase in sales commissions related to the increase in residential property
revenues, sales start-up costs associated with the opening of new communities
and having more overall communities open during the first half of fiscal 1999
when compared with the prior fiscal period. The Company's advertising costs
remained consistent with the prior fiscal period, while the other general and
administrative expenses increased slightly. The Company's advertising costs were
consistent with the prior fiscal period as a result of combined advertising for
many new communities that are located within the Philadelphia metropolitan area.
In addition, the increased unit sales volume was absorbed with nominal increases
at the general and administrative expense level. The selling, general and
administrative expenses as a percentage of residential property revenues
decreased to 10.1% during the first six months of fiscal 1999 compared to 13.9%
for the comparable period in the prior fiscal year.

         Costs and expenses for the second quarter of fiscal 1999 increased
$16,723,000, or 78.3%, compared with the second quarter of fiscal 1998. The
second quarter fiscal 1999 cost of residential properties increased $15,464,000
to $33,353,000, or 86.4%, when compared with the second quarter of fiscal 1998.
This increase in residential property costs is less than the percentage increase
in residential property revenues when compared with the same period in fiscal
1998. Thus, overall profit margins on residential properties improved due to
positive home pricing and increased sales volume as a result of strong customer
demand. The cost of residential properties as a percentage of

                                        8

<PAGE>



residential property revenues was 84.8% for the second quarter of fiscal 1999
compared with 86% for the second quarter of fiscal 1998.

         For the second quarter of fiscal 1999, selling, general and
administrative expenses increased $685,000 to $3,737,000, or 22.4%, when
compared with the second quarter of fiscal 1998. The second quarter fiscal 1999
increase in selling, general and administrative expenses is attributable to an
increase in sales commissions related to the increase in residential property
revenues, sales start-up costs associated with the opening of new communities
and having more overall communities open during the second quarter of fiscal
1999 when compared with the prior fiscal quarter. The Company's advertising
costs remained consistent with the prior fiscal period, while the other general
and administrative expenses increased slightly. The Company's advertising costs
were consistent with the prior fiscal period as a result of combined advertising
for many new communities that are located within the Philadelphia metropolitan
area. In addition, the increased unit sales volume was absorbed with nominal
increases at the general and administrative expense level. The selling, general
and administrative expenses as a percentage of residential property revenues
decreased to 9.5% during the second quarter of fiscal 1999 compared to 14.7% for
the comparable quarter in the prior fiscal year.

Net Income

         Net income for the first six months of fiscal 1999 was $2,469,000 ($.22
basic earnings per share, $.18 diluted earnings per share) compared with
$337,000 ($.03 basic and diluted earnings per share) for the first six months of
fiscal 1998 and net income for the second quarter of fiscal 1999 was $1,443,000
($.13 basic earnings per share, $.10 diluted earnings per share) compared with
$62,000 ($.01 basic and diluted earnings per share) for the second quarter of
fiscal 1998. This increase in net income is primarily attributable to an
increase in residential property revenues as a result of unit sales volume,
combined with a decrease in selling, general and administrative costs as a
percentage of residential property revenues.

Inflation

         Inflation can have a significant impact on the Company's liquidity.
Rising costs of land, materials, labor, interest and administrative costs have
generally been recoverable in prior years through increased selling prices. The
Company has been able to increase prices to cover portions of these costs.
However, there is no assurance the Company will be able to continue to increase
prices to cover the effects of inflation in the future.

Year 2000

         The Company began assessing its Year 2000 ("Y2K") compliance issues at
the beginning of fiscal 1998 and at that time determined that its primary
internal computer hardware and computer software were not Y2K compliant.
Subsequently, the Company determined that it would be more cost efficient to
install a new Y2K compliant software package than to modify the existing
software package. In the first quarter of fiscal 1999, the Company contracted to
purchase a new software package, including several specific enhancements to
modify the software to meet the Company's

                                        9

<PAGE>



needs. As part of the Company's contingency plan, in order to mitigate the risks
associated with the possibility that the software enhancements will not be
completed on time, the Company has required that the base software package be
placed in escrow. The Company believes that implementation of the base software
package will require substantially less time than the enhanced software package.
In addition, in the first quarter of fiscal 1999, the Company upgraded its
existing primary computer hardware system to support the new computer software
package. The Company has recently installed the new hardware and base software
for the application development stage of its Y2K computer compliance program and
the Company's goal is to complete the full implementation by June 30, 1999.

         Through December 31, 1998, the Company has incurred approximately
$300,000 in connection with Y2K readiness, including consulting fees, internal
staff costs and other expenses. The Company expects to incur additional
expenditures of approximately $300,000 in the next fiscal year to be Y2K
compliant.

         The Company is also investigating the Y2K compliance status of its
vendors, subcontractors and suppliers through the Company' s own internal vendor
compliance effort. This investigation is in its preliminary stages and the
Company's goal is to complete this investigation, as well as any corrective
efforts by March 31, 1999. Since the Company does not rely on any individual
vendor, subcontractor or supplier for a significant portion of its operations,
the potential impact of Y2K non-compliance risks by any individual vendor,
subcontractor or supplier is not expected to have any material effect on the
Company.

         While the Company believes it is taking all appropriate steps to
achieve internal Y2K compliance, any potential future business interruptions,
costs, damages or losses related thereto, are also dependent upon the Y2K
compliance of third parties. In the event that the Company or a combination of
the Company's vendors, subcontractors or suppliers experience disruptions due to
the Y2K issue, the Company's operations could be adversely affected. The Y2K
issue is universal and complex, as virtually every computer operation will be
affected in some way. Consequently, no assurance can be given that complete Y2K
compliance can be achieved without significant additional costs.

Forward Looking Statement

         The Company's estimates of costs and completion dates for its Y2K
readiness program represent management's best estimates. These estimates are
based upon many assumptions, including the availability of external resources to
assist with systems remediation and replacement efforts, key third party
suppliers, vendors and customers being Y2K compliant and in the event of
non-compliance, the Company's execution of its contingency plan. If any of the
assumptions ultimately prove to have been incorrect, the cost and completion
dates set forth above could be substantially and adversely affected.


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<PAGE>




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

                  The following important factors could cause Orleans
Homebuilders' actual consolidated results to differ materially from those
expressed in any forward-looking statements made by, or on behalf of, Orleans
Homebuilders, Inc.:

     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    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.





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<PAGE>



                           PART II. OTHER INFORMATION


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

           On December 11, 1998, the Company held its Annual Meeting of
Stockholders pursuant to a notice dated November 4, 1998. Definitive proxy
materials were filed with the Securities and Exchange Commission prior to the
meeting. A total of 10,466,748 shares were voted at the meeting constituting
92.2% of the 11,356,018 shares entitled to vote.

         At the Annual Meeting, the seven nominees (Sylvan M. Cohen, Benjamin D.
Goldman, Robert N. Goodman, Andrew N. Heine, David Kaplan, Lewis Katz and
Jeffrey P. Orleans) who were nominated for re-election and were previously
elected by the stockholders were all elected.

           The results of the vote were as follows:

                                                           Shares for Which
                                  Shares Voted For         Vote Was Withheld
                                  ----------------         -----------------
           Sylvan M. Cohen           10,203,611                263,137
           Benjamin D. Goldman       10,206,073                260,675
           Robert N. Goodman         10,204,223                262,525
           Andrew N. Heine           10,205,723                261,025
           David Kaplan              10,206,223                260,525
           Lewis Katz                10,139,623                327,125
           Jeffrey P. Orleans        10,206,223                260,525

         The stockholders also approved the following:

         o     An increase in the number of shares on which options may be
               granted under the 1992 Incentive Stock Option Plan from 910,000
               to 1,210,000 shares.

                           Shares Voted                   Shares
                           ------------                   ------
                           For                           9,057,669
                           Against                         370,295
                           Abstain                           1,612

         o     An increase in the number of shares on which options may be
               granted under the 1995 Stock Option Plan for Non-Employee
               Directors from 100,000 to 125,000 shares.

                           Shares Voted                   Shares
                           ------------                   ------
                           For                           9,381,965
                           Against                          46,104
                           Abstain                           1,507


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<PAGE>



         o     The appointment of PricewaterhouseCoopers LLP as independent
               accountants to examine the books, accounts and records of the
               Company for fiscal 1999.

                  Shares Voted                            Shares
                  ------------                            ------
                  For                                   10,463,948
                  Against                                    2,600
                  Abstain                                      200

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

                  (a)  Exhibit 27 - Financial Data Schedule 
                       (included in electronic filing format only).

                  (b)  Reports on Form 8-K

                           None.










                                       13

<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, 1999             /S/ Michael T. Vesey    
                                       ---------------------------------------
                                       Michael T. Vesey
                                       President and Chief Operating Officer


         February 12, 1999             /S/ Joseph A. Santangelo      
                                       ---------------------------------------
                                       Joseph A. Santangelo
                                       Treasurer, Secretary and
                                       Chief Financial Officer



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