UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 1625, 2010

The Orchard Enterprises, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-51761	20-3365526
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

23 East 4th Street 3rd Floor New York, New York	10003
(Address of Principal Executive Offices)	(Zip Code)

(Registrant's telephone number, including area code): (212) 201-9280

N/A

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ o Soliciting ~~material~~ material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 12.0102. Results ~~Entry~~of ~~Into~~Operations aand ~~Material~~Financial ~~Definitive Agreement~~Condition.

On March 16 25, 2010, The Orchard Enterprises, Inc. ~~(the~~issued ~~“Company”)~~a ~~entered~~press ~~into~~release ~~Amendment No.~~announcing 1its ~~(the~~financial ~~“Amendment”)~~results ~~to Agreement and Plan of Merger dated as of March 15,~~for ~~2010 (~~the ~~“Merger~~fourth ~~Agreement”)~~quarter ~~with~~and ~~Dimensional~~full ~~Associates,~~year ~~LLC~~ended ~~(“Dimensional”) and~~December ~~Orchard Merger Sub~~31, ~~Inc~~2009., A acopy ~~wholly owned subsidiary~~ of ~~Dimensional (“Merger~~ ~~Sub”),~~the ~~pursuant~~press torelease ~~which~~is ~~Merger~~furnished ~~Sub~~as ~~will~~Exhibit ~~merge~~99.1 ~~with~~hereto, and ~~into~~ the ~~Company,~~information ~~with~~in ~~the~~Exhibit ~~Company~~99.1 asis ~~the~~incorporated ~~surviving~~herein ~~corporation~~by ~~(the “Merger”)~~reference.

The information in this Current Report ~~Amendment~~on ~~clarifies~~Form ~~the~~8-K, ~~intention~~including ofExhibit ~~the~~99.1 ~~parties~~attached ~~that~~hereto, ~~the~~is ~~condition~~being tofurnished ~~the~~and ~~completion~~shall ofnot ~~the~~be ~~Merger~~deemed ~~requiring~~“filed” for the ~~Merger~~purpose ~~Agreement~~of Section ~~and~~18 of the Securities ~~Merger~~and toExchange ~~be approved~~Act ~~and~~of ~~adopted~~1934, byas ~~holders~~amended, ofor aotherwise ~~majority~~subject to the liabilities of Section 18. Furthermore, the ~~Company’s~~information ~~outstanding~~contained in ~~voting~~this ~~securities~~Current Report on Form 8-K shall not ~~owned~~be deemed to be incorporated by reference ~~Dimensional,~~into ~~its~~any ~~affiliates~~registration statement or ~~Merger~~other ~~Sub,~~document isfiled ~~not~~pursuant to ~~waivable~~the Securities Act of 1933, as amended.

The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment attached as Exhibit 2.1 hereto and incorporated herein by reference.

The Company intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a preliminary proxy statement in connection with the proposed Merger and to mail a definitive proxy statement and other relevant documents to the Company’s stockholders. Stockholders of the Company and other interested persons are advised to read, when available, the Company’s preliminary proxy statement, and amendments thereto, and definitive proxy statement in connection with the Company’s solicitation of proxies for the stockholders meeting to be held to approve the Merger and the Merger Agreement because these proxy statements will contain important information about the Company, Dimensional and the proposed Merger. The definitive proxy statement will be mailed to stockholders as of a record date to be established for voting on the Merger and the Merger Agreement. Stockholders will also be able to obtain a copy of the preliminary and definitive proxy statements, without charge, once available, at the SEC’s internet site at http://www.sec.gov or by directing a request to: Attention: Secretary, The Orchard Enterprises, Inc., 23 East 4th Street, 3rd Floor, New York, New York 10003.

The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders. A list of the names of those directors and the executive officers and descriptions of their interests in the Company is contained in the Company’s proxy statement dated April 29, 2009, and the Company’s Form 8-K dated February 22, 2010, which are filed with the SEC, and will also be contained in the Company’s proxy statement when it becomes available. The Company’s stockholders may obtain additional information about the interests of its directors and executive officers in the Merger by reading the Company’s proxy statement when it becomes available.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
2.1		Amendment No. 1 to Agreement and Plan of Merger among The Orchard Enterprises, Inc., Dimensional Associates, LLC and Orchard Merger Sub, Inc., dated as of March 16, 2010
99.1		Press Release dated March 25, 2010

~~Signature~~Signatures

Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~The Orchard Enterprises, Inc.~~	The Orchard Enterprises, Inc.
Date: March 17, 2010	By:	/s/ Bradley Navin
Date: March 25, 2010		By:	/s/ Nathan Fong
		Name: Bradley Navin
			Name: Nathan Fong
		Title: Chief Executive Officer
			Title: Chief Financial Officer

Exhibit Index

Exhibit Number		Description
2.1		Amendment No. 1 to Agreement and Plan of Merger among The Orchard Enterprises, Inc., Dimensional Associates, LLC and Orchard Merger Sub, Inc., dated as of March 16, 2010
99.1		Press Release dated March 25, 2010

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