March 24, 2006

Mail Stop 4561

By U.S. Mail and facsimile to 9-011-81-3-5419-5901

Shunsuke Takeda
Vice Chairman and Chief Financial Officer
ORIX Corporation
Mita NN Bldg, 4-1-23 Shiba, Minato-Ku
Tokyo, 108-0014, Japan


Re:	ORIX Corporation
	Form 20-F filed July 15, 2005
	File No. 001-14856

Dear Mr. Takeda:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments we ask you to provide us with information
so
we may better understand your disclosure.  After reviewing this
information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 20-F for Year ended March 31, 2005

Operating and Financial Review and Prospects, page 39

Critical Accounting Policies, page 42

1. We refer to Note 1(l), "Significant Accounting and Reporting
Policies, Derivative Financial Instruments" on page F-12 and to
Note
26, "Derivative Financial Instruments and Hedging" on page 42
which
discuss your accounting for cash flow hedges, fair value hedges
and
hedges of net investment in foreign currency hedges.   In light of
the significant use of derivative financial instruments by the
Company to hedge interest rate risk and foreign currency risk,
please
revise this section in future filings to describe how the Company
will assess and measure hedge ineffectiveness, including a
discussion
of the specific methodology used to test hedge ineffectiveness for
each type of SFAS 133 hedge, as well as how often these tests are
performed.

Provision for doubtful receivables and probable loan losses, page
63

2. Please tell us and in future filings explain the reasons for
the
72% increase in charge-offs in 2005 related to the SFAS 114
impaired
loans as compared to 2004.    Disclose in future filings whether
these charge offs were made in accordance with Japanese tax laws
and
what would have been the increase in the charge-offs if they had
been
made in accordance with US practices.  Refer in your response to
the
third paragraph on page 43 of your critical accounting policy
"Allowance for doubtful receivables on direct financing leases and
probable loans" that states you charge off loans as allowed by
Japanese tax law only when specified conditions are met.

Segment Information, Real Estate-Related Financing, page 68

3. We refer to the statement that there was in increase in fiscal
2005 in the provision for doubtful receivables and probable loan
losses due to the sale of certain non-performing assets.  In this
regard, please tell us and disclose in future filings:

* The nature and amount of the non-performing assets sold; the
amount
of the increase in the allowance attributable to the sale of these
assets and the reasons why the allowance increased.

* State whether the assets were sold on a recourse or a non-
recourse
basis.  If they were sold on a recourse basis, disclose the amount
of
any recourse obligations recorded as required by paragraph 11 of
SFAS
140 and where the liability is included in the financial
statements.

Segment Information, Overseas Business Segments, The Americas,
page
69

4. Please tell us and disclose in future filings what you mean by
resecuritization of CMBS.   In addition, state the total amount of
collateralized mortgage backed securities (CMBS) sold; the
monetary
amount of the gains realized and how it was determined.  If
material,
disclose in future filings your revenue recognition policies
related
to the resecuritization of investments in CMBS.






Financial Statements for the period ending March 31, 2005

Consolidated Statements of Income, page F-5

5. Please tell us how you determined that you were not required to
apply the requirements of Article 5.03 of Regulation S-X for the
format of your statement of income.

Note 1, "Significant Accounting Policies`" page F-8

Note 1(g), "Allowance for doubtful receivables on direct financing
leases and probable loan losses", page F-10

6. We refer to the following statement in the second paragraph on
page F-11 regarding your accounting policies for charging off
receivables:

* Receivables are charged off when management believes the
likelihood
of any future collection is minimal.

* The Company does not have a practice of charging loans off after
they are past due for a specific arbitrary period, for example,
six
months or one year.

In this regard, please tell us and revise future filings, as
applicable, to provide the following information:

a. Explain to us and reconcile in future filings the statement
that
you charge off receivables when you believe the likelihood of
future
collection is minimal with the third paragraph on page 43 of your
critical accounting policy "Allowance for doubtful receivables on
direct financing leases and probable loans" that states you charge
off loans as allowed by Japanese tax law only when specified
conditions are met.

b. Tell us and disclose in future filings what are the specified
conditions that must be met under Japanese tax law to charge-off
receivables and how your charge-off recognition policy differs
from
U.S regulatory guidelines and practices.  Refer to paragraph 9.34
of
the AICPA Audit and Accounting Guide for Depository and Lending
Institutions which requires that loans and trade receivables be
charged off in the period in which they are deemed uncollectible.

c. Revise your future filings to include a quantitative analysis
or a
qualitative description of what your charge-offs would have been
for
all periods presented if you had followed U.S. accounting
practices
for charge-offs as compared to the Japanese tax-based guidelines.



d. Based on the methodological and quantitative differences
between
how you account for charge-offs using Japanese tax law and U.S.
accounting requirements, tell us why you consider the allowance
for
loan losses for fiscal 2005 is reasonably stated in accordance
with
U.S. generally accepted accounting principles.    Consider in your
response your statement in the "Asset Quality of our Installment
Loans" section on page 56 that you recognize that due to your
charge-
off policy, historical ratios as a percentage of the balance of
your
installment loans might have been lower if you had taken charge-
offs
after they were past due for a specific arbitrary period.

Note 10(d), "Business Transactions with Special Purpose Entities,
SPEs for corporate rehabilitations support business", page F-32.

7. We refer to the "Strategy, Bolstering the Solid and Steadily
Growing Profit Base" section on page 22 that states the Company is
cooperating with regional financial institutions in Japan to
establish regional corporate rehabilitation funds and other
various
measures related to business opportunities related to the final
stage
of problem asset disposals.   In this regard, please tell us and
disclose in future filings:

a. Whether the creation of these consolidated SPEs for the
corporate
rehabilitation business are required by any regulatory Japanese
authority as part of a plan to dispose of problem assets of
troubled
financial institutions.  If so, disclose the terms of any required
funding agreements to acquire and dispose of these troubled
assets.

b. What are the other various measures that the Company is
implementing related to acquiring these problem assets and the
impact
that implementing these measures will have on future operating
results, liquidity and cash flow.

c. How these acquired problem loans acquired have been accounted
for
and valued in accordance with SOP 03-3, "Accounting for Certain
Loans
or Debt Securities Acquired in a Transfer".

Note 30, "Segment Information", page F-66

8. We refer to the statement in footnote (1) on page 66 of the
"Segment Information" section of MD&A that the Company believes
discontinued operations are part of regular real estate operations
and are therefore included in segment profits.  In this regard,
please explain the following:

a. Tell us why this disclosure regarding the real estate segment
is
not included in the real estate segment disclosure on page F-68.
Explain to us why you refer only to the real estate segment
considering other reportable segments on page F-68 have includes
discontinued operations as part of their segment disclosure.
b.


c. Tell us the basis under U.S generally accepted accounting
principles why you have included as part of segment profits in the
reconciliation of segment totals to consolidated financial
statements
amount on page F-69 the discontinued operations of segments.
Consider in your response that paragraph 32 of SFAS 131 excludes
discontinued operations as part of the reportable segments measure
of
profit or loss.


*	*	*

Closing Comments

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.   You may wish
to
provide us with marked copies of your proposed changes to
disclosure
in future filings to expedite our review. Please understand that
we
may have additional comments after reviewing your responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities and
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

        In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:

* The company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* Staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* The company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.







         In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comment on your filing.

      You may contact Edwin Adames (Senior Staff Accountant) at
(202)
551-3447 or me at  (202) 551-3490 if your have any questions
regarding these comments.


						Sincerely,



						Donald A. Walker
						Senior Assistant Chief Accountant
Shunsuke Takeda
ORIX Corporation
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