SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
May 28, 2009
 Mr. Mark R. Stauffer Executive Vice President and Chief Financial Officer Orion Marine Group, Inc. 12550 Fuqua Street Houston, TX  77034
 RE: Form 10-K for the fiscal year ended December 31, 2008
  Form 10-Q for the peri od ended March 31, 2009
  Schedule 14A filed on April 13, 2009
  File No. 1-33891

Dear Mr. Stuaffer:
We have reviewed these filings and have the following comments.  If you
disagree with a comment, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
or may not raise additional comments.   Please understand that the purpose of our re view 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 comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

General

1. The file number listed on th e cover page is 333-145588.  Given the filing of the
Form 8-A12B on December 19, 2007, it a ppears that the file number should
actually be 1-33891.  Please advi se or revise accordingly.

Mr. Mark R. Stauffer
Orion Marine Group, Inc.
May 28, 2009 Page 2 of 5   Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 31
 Critical Accounting Policies, page 35

 Goodwill, page 36

2. In the interest of providing readers w ith a better insight into management’s
judgments in accounting for goodwill and in tangible assets, please consider
disclosing the following in future filings:
• The reporting unit level at which you test goodwill for impairment and your
basis for that determination;
• A qualitative and quantitative description of the material assumptions used
when evaluating goodwill and intangibl e assets for impairment and a
sensitivity analysis of those assu mptions based upon reasonably likely
changes; and
• If applicable, how the assumptions and methodologies used for valuing
goodwill and intangible assets in the curre nt year have changed since the prior
year highlighting the im pact of any changes.

Liquidity and Capital Resources, page 39

3. Your credit facility agreement contains  covenants that require you to maintain
certain financial ratios, in cluding net worth, fixed char ge and leverage ratios,
among other restrictions.  In future filings , please disclose he re or elsewhere in
the filing the specific terms of any ma terial debt covena nts in your debt
agreements.  Please also disclose the re quired ratios/amounts as  well as the actual
ratios/amounts as of each reporting date fo r any material covenants.  This will
allow readers to understand how much cushion there is between the required ratios/amounts and the actual ratios/amount s.  Please also consider showing the
specific computations used to arrive  at the actual ratios/amounts with
corresponding reconciliations to US GAAP amounts, if necessary.  Please show
us in your supplemental response what th e revisions, if any, will look like.  See
Sections I.D and IV.C of the SEC Inte rpretive Release No. 33-8350 and Question
10 of our FAQ Regarding the Use of Non- GAAP Financial Measures dated June
13, 2003.

Contractual Obligations, page 42

4. In future filings, please revi se your table of contractual obligations to include in a
separate line item the estimated intere st payments on your debt, instead of
including them in the same line item as long-term debt obligations.  Please also

Mr. Mark R. Stauffer
Orion Marine Group, Inc.
May 28, 2009 Page 3 of 5
disclose in a footnote to the table an y assumptions you made to derive these
amounts.
  Item 9A - Controls and Procedures, page 43

5. We note that your annual report on Form 10-K omits the disclosure required by Item 307 (Disclosure Controls and Procedures) of Regulation S-K.  Please amend your annual report to correct this omission.  You may satisfy this request by filing an abbreviated amendment that consists of a cover page, an explanatory note,
revised Item 9A disclosure and updated versions of the certifications required by Sections 302 (paragraphs 1, 2, 4, and 5 only) and 906 of the Sarbanes-Oxley Act of 2002.  We further note th at your annual report does not  contain any disclosure
about changes in your internal control over financial reporting pursuant to Item 308(c) of Regulation S-K.  As you have disclosed the absence of such changes in prior filings, please confirm to us that th ere have been no changes in your internal
control over financial reporting for purpos es of Item 308(c) of Regulation S-K.
 Item 15 – Exhibits and Financial Statement Schedules, page 46

6. It appears that the audit report on the financial statem ent schedule listed in the
index appearing under Item 15(2) is not signed.  Similarly, it appears that the
consent filed as Exhibit 23.1 is also not  signed.  Please file an amendment to
correct these.
Consolidated Financial Statem ents and Supplementary Data
 Note 11 – Income Taxes, page F22

7. It is not clear how you have met the disclo sure requirements set forth in paragraph
21 of FIN 48, as illustrated in paragraph A33 of FIN 48.  Please advise or revise
your disclosures in future filings accordingly.

SCHEDULE 14A DEFINITIVE PROXY STATEMENT FILED ON APRIL 13, 2009

Executive Compensation, page 14
Compensation Discussion and Analysis, page 14
Components of Executive Compensation, page 15
Performance-Based Incentive Compensation, page 16

8. With a view toward future disclosure, please provide us with a materially complete description and analysis of the individual goals applicable to each of
your named executive officers, as well as the compensation committee’s assessment of how each officer performed w ith respect to those goals.  In this

Mr. Mark R. Stauffer
Orion Marine Group, Inc.
May 28, 2009 Page 4 of 5
regard, we note your disclosure on page 17 that “certain individual goals were not
met in full.”  Your description and anal ysis should identify both the goals that
were not fully met and the officer s who did not meet those goals.

9. We note your disclosure on page 17 that  the compensation committee “awarded a
supplement to the bonus to certain indivi duals.”  With a view toward future
disclosure, please provide us with a materi ally complete descri ption and analysis
of the compensation committee’s decision to award bonus supplements.  In doing
so, please identify the named executive officers who received supplemental awards and quantify the amounts of the awards.  You should also address the
impact, if any, that the unsatisfied individual goals had on the committee’s
decision to award the supplements.
 Long-Term Incentive Compensation, page 18

10. We note your disclosure on page 18 that “[t]he Compensation Committee will determine on an annual basis who will receive awards under the LTIP and the
limitations on those awards. The determination will be based on factors that normally apply to a company’s decision to  grant awards, i.e., performance and
industry conditions.”  With a view toward future disclosure, please provide us
with a materially complete description and analysis of the compensation
committee’s long-term incentive award dete rminations for 2008.  In doing so,
please address how the committee determin ed the number of shares underlying
the option awards received by each named executive officer in 2008.

*    *    *    *
 Please respond to these comments within  10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review.  Please file your supplemental response on EDGAR as a correspondence file.  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 filings reviewed by the staff to be certain that they have provided all information required under the Securities Ex change Act of 1934 and that they have
provided all information investors require fo r an informed decision.  Since the company
and its management are in possession of all f acts 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:

Mr. Mark R. Stauffer
Orion Marine Group, Inc. May 28, 2009 Page 5 of 5
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;
 • staff comments or changes to disclosure  in response to staff comments 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 advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Dorine Mill er, Financial Analyst, at  (202) 551-3711 or, in her
absence, Dietrich King, Staff Attorney, at (202) 551-3338 if you have any questions
regarding legal or disclosure matters.  Pleas e contact Jeffrey Gordon, Staff Accountant, at
(202) 551-3866 or, in his absence, the undersigned at (202) 551-3769 if you have
questions regarding comments on the financ ial statements and related matters.

 Sincerely,

 Rufus Decker
 Accounting Branch Chief