FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Pifer Daniel Alan 		2. Issuer Name and Ticker or Trading Symbol

Orchard Enterprises, Inc. [ ORCD ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP Operations & Technology
(Last)          (First)          (Middle)

C/O THE ORCHARD ENTERPRISES, INC., 23 EAST 4TH STREET, 3RD FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/28/2009
(Street)

NEW YORK, NY 10003
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

9/1/2009 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   (1) 8/28/2009     F    521   D $1.60   16741   D    
Restricted Stock   (2)                4862   D    
Restricted Stock   (3)                8334   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  On August 28, 2009, 1,389 shares of restricted stock of the Company vested in accordance with the Restricted Stock Award Agreement dated February 28, 2008. The reporting person elected to pay a tax liability arising upon vesting of the restricted stock by having the Company withhold shares that would otherwise have been issued to him based on a value of $1.60 per share, the closing price of the Common Stock on the vesting date. This Amendment on Form 4 is being filed to correct the number of shares that were withheld on August 28, 2009 to pay the reporting person's tax liability arising upon the vesting of 1,389 shares of restricted stock from 577 shares to 521 shares.
( 2)  An award of 11,666 shares of restricted stock of the Company was granted to the reporting person on November 13, 2007 and was previously reported in Table II of the reporting person's Form 3 filed with the SEC on December 5, 2007. These shares of restricted stock vest as follows: (i) 1/3 vest on November 13, 2008, with quarterly vesting thereafter for a period of 24 months subject to acceleration or termination in certain circumstances. Accordingly, (i) 3, 888 shares of restricted stock vested on November 13, 2008 and (ii) 972 shares vested on each of February 13, 2009, May 13, 2009 and August 13, 2009 and, subject to the 365 shares netted on August 13, 2009 to pay a tax liability arising upon the vesting of such restricted stock, which was previously reported, are included in the reporting person's ownership of Common Stock in Table I.
( 3)  An award of 16,667 shares of restricted stock of the Company was granted to the reporting person on February 28, 2008 and was previously reported in Table II of the reporting person's Form 4 filed with the SEC on February 29, 2008. These shares of restricted stock vest as follows: (i) 1/3 vest on February 28, 2009, with quarterly vesting thereafter for a period of 24 months subject to acceleration or termination in certain circumstances. Accordingly, (i) 5,555 shares of restricted stock vested on November 13, 2008 and (ii) 1,389 shares vested on each of May 28, 2009 and August 28, 2009 and, subject to 521 shares netted on August 28, 2009, which are reported herein, are included in the reporting person's ownership of Common Stock in Table I

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Pifer Daniel Alan
C/O THE ORCHARD ENTERPRISES, INC.
23 EAST 4TH STREET, 3RD FLOOR
NEW YORK, NY 10003

EVP Operations & Technology

Signatures
/s/ Daniel A Pifer 12/1/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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