SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

                                                                               December 23, 2010
 Mr. Mark R. Stauffer Chief Financial Officer Orion Marine Group, Inc. 12000 Aerospace Dr., Suite 300  Houston, Texas 77034
RE: Orion Marine Group, Inc.
Form 10-K for the Year Ended December 31, 2009 Forms 10-Q for the Periods Ended March 31, 2010, June 30, 2010 and September 30, 2010 Definitive Proxy Statement on Sc hedule 14A filed on April 12, 2010
Form 8-K filed July 1, 2010 File No. 1-33891

Dear Mr. Stauffer:

We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.
Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstan ces, please tell us why in
your response.     After reviewing the information you provi de in response to these comments, we
may have additional comments.
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Critical Accounting Policies

 Long-Lived Assets, page 29

1. In the interest of providing readers w ith a better insight into management’s
judgments in accounting for long-lived asse ts, including property and equipment,
please disclose the following in your future filings:

Mr. Mark R. Stauffer
Orion Marine Group, Inc. December 23, 2010 Page 2
• How you group long-lived assets for im pairment and your basis for that
determination;
• Please disclose how you determine when property, plant and equipment
should be tested for impairment and how  frequently you evaluate the types of
events and circumstances that may indicate impairment;
• Sufficient information to enable a reader to understand what method you
apply in estimating the fair valu e of your long-lived assets; and
• For any asset groups for which the carryi ng value was close to  the fair value,
please disclose the carrying va lue of the asset groups.
 Please show us in your supplemental response what the revisions will look like.
 Goodwill, page 29

 2. In the interest of providing readers w ith a better insight into management’s
judgments in accounting for goodwill, please revise your future filings to disclose how you determined the reporting unit(s) to which your goodwill applies. If any of your reporting units have estimated fair  values that are not substantially in
excess of the carrying value and to the extent that goodwill for these reporting
units, in the aggregate or individually , could materially impact your operating
results, please provide the following disc losures for each of these reporting units
in future filings:

• Identify the reporting unit;
• The percentage by which fair value exceed s the carrying value as of the most-
recent step-one test;
• The amount of goodwill;
• A description of the assumptions that  drive the estimated fair value;
• A discussion of the uncertainty associ ated with the key assumptions.  For
example, assuming you use a discounted cas h flow model, to the extent that
you have included assumptions in your  discounted cash flow model that
materially deviates from your historical results, please include a discussion of
these assumptions; and
• A discussion of any potential events a nd/or circumstances that could have a
negative effect on the estimated fair value.
 If you have determined that the estimated fair value substantially exceeds the carrying value for all of your  reporting units, please disc lose this determination.
Please refer to Item 303 of Regulatio n S-K and Sections 216 and 501.14 of the
Financial Reporting Codification for gui dance.  Please show us in your
supplemental response what the revisions to your future filings will look like.

Mr. Mark R. Stauffer
Orion Marine Group, Inc. December 23, 2010 Page 3  Current Year – Year Ended December 31, 2009 compared with Year Ended December
31, 2008, page 31

3. We note that your discussion does not fully  discuss the factors that led to the
changes in various line items from peri od-to-period, and does not quantify these
factors when they are provided.  For ex ample, you state that the increase in
revenue in 2009 was attributable, in part, to expansion of your dredging
capabilities in 2008 and to progress sche dules and rates of completion of the
contracts in progress in 2009, but you do not quantify any of these factors.  In
addition, you note that your mix of projec ts shifted toward the public sector.
Without further disclosure, it is unclear how the shift from the private to public
sector contributed to the increase in reve nue.  Similarly, we note that it is unclear
what led to the increase in your gross pr ofit and gross margin, as you only discuss
factors that negatively impacted gross margin. These are just examples.  In future filings, please identify the f actors leading to the change s in your line items from
period-to-period, and quantif y these factors where possi ble. Further, please
discuss whether you believe these factors are the result of a trend and, if so,
whether you expect it to continue and how  it may impact revenues, income from
continuing operations, your planned acqui sitions, your available liquidity, or any
other factors.  See
 Item 303 of Regulation S-K and SEC Release No. 33-8350.

Controls and Procedures, page 37

4. We note that your principal executive o fficer and principal financial officer
concluded that your disclosure  controls and procedures were effective as of the
end of the period covered by your Form 10-K.  However, you state that your
“disclosure controls and proce dures are designed to provide reasonable assurance
that information required to be disclo sed in [y]our reports filed under the
Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specifie d in the SEC’s rules and forms.”  In
future filings, revise to clarify, if true, that your officers concluded that your disclosure controls and procedures were  effective at the reasonable assurance
level.
 Financial Statement

 8. Property and Equipment, page F-17

5. In future filings, please disclose the lin e item(s) in which you include depreciation
and amortization, as well as amounts incl uded in each line item for each period
presented.  If you do not allocate depreciati on and amortization to cost of contract
revenues, please revise your presentation on the face of your statements of income

Mr. Mark R. Stauffer
Orion Marine Group, Inc. December 23, 2010 Page 4
and throughout the filing to comply with  SAB Topic 11:B.  Please show us in
your supplemental response what the revisions will look like.

6. You had construction in progress of $14.4 million as of December 31, 2009.  If
accounts payable contains any additions to your property and equipment assets,
please revise your future filings to disclose  in a footnote the related amounts as of
each balance sheet date.  Please suppleme ntally confirm you do not include these
amounts in cash used by investing activiti es until the subsequent period in which
the cash payment is made.
 Exhibit Index

7. We note your disclosure that, unless otherw ise noted, all exhibits are incorporated
by reference to your Registration Stat ement on Form S-1 filed on August 2007.
However, we note that you exhibit inde x lists various employment agreements
entered into with you executive officers in December 2009.  In future filings,
please include a reference to the curren t reports on Form 8-K or other reports
pursuant to which such agreemen ts were filed as exhibits.
 Certifications

8. We note that in paragraphs 4 and 5 you have deleted the “(s)” following
“certifying officer(s)” and that you referen ce “153-15(f)” instead of 15d-15(f) in
paragraph 4.  In future filings, please file  your certifications ex actly as set forth in
Item 601(b)(31)(i) of Regulation S-K.  Pl ease also comply with this comment in
all future quarterly reports.

FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2010

General

9. Please address the comments above in  your interim filings as well.
 3. Acquisition of T.W. LaQu ay Dredging, LLC and assets purchased by Northwest
Marine Construction, page 10
 10. In future filings, please revise your bu siness acquisition note to disclose the
amount of goodwill that is expected to be  deductible for tax purposes.  See ASC
805-30-50-1(d).

11. You indicate that on February 11, 2011, you purchased several heavy civil marine
construction equipment items for a purchase price of approximately $7.0 million.

Mr. Mark R. Stauffer
Orion Marine Group, Inc. December 23, 2010 Page 5
You disclosed that you recorded these assets  at fair value in accordance with ASC
820.  Please address the following:

• Clarify if you acquired these items for cash of $7 million or if this was a non-
monetary transaction.  Explain the speci fic aspects of the transaction which
caused you to record the purchase of these assets at fair va lue instead of at
cost;
• You indicate that based on your prelimin ary valuation of these assets, you
have recognized a gain of approximate ly $2.2 million.  Please tell us how you
determined that it was appropriate to  record a gain as a result of this
transaction.  Please cite  the accounting literature used to support your
conclusions; and
• Tell us how you considered the provisi ons of ASC 805-50-30 in determining
your accounting treatment.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Consolidated Results of Operations

 Nine Months Ended September 30, 2010 compar ed with Nine Months Ended September
30, 2009, page 17

12. You indicated that the decrease in ma rgins was due to the use of outside
contractors resulting from the mix of contracts between periods.  In future filings, please quantify, if true, the extent to wh ich T.W LaQuay relied on subcontractors
as compared to your reliance on subcont ractors and discuss the impact on your
results of operations.  Please also qu antify and discuss the impact of the
acquisition of T.W. LaQuay on your results of operations.  Please show us in your
supplemental response what the revisions to your future filings will look like.

DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A

 General

13. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K.  Please advise us of the basis for your conclusion that disclosure
is not necessary and describe the proc ess you undertook to reach that conclusion.
 Director Compensation, page 13

14. We note that you have reported the valu e of the stock and option awards by
reporting the amount of th e award recognized during 2009 for financial reporting
purposes.  In future filings, please report the aggregate grant date fair value of the

Mr. Mark R. Stauffer
Orion Marine Group, Inc. December 23, 2010 Page 6
stock and option awards computed in  accordance with FASB ASC Topic 718.
Based on the results for the most recently completed fiscal year, please provide us
supplementally with draft disclosure  showing how you will present this
information in future filings.  See Item  402(k)(2)(iii)-(iv) of Regulation S-K.
 Compensation Discussion & Analysis

 Establishing Executive Compensation, page 18

15. We note that for the 2009 fiscal year you based compensation on the 2008
executive compensation program, with cer tain adjustments for 2009.  We further
note that the 2008 executive compensati on program was established based on
benchmarked parameters set after a review of certain peer companies. In future
filings, please disclose what these be nchmarked parameters were and where
actual payments fell within targeted  parameters for each element of
compensation.  In addition, we note that  you adjusted certain elements of
compensation in 2009 so that they were closer to the “median” of the peer
companies.  In future filings, pleas e also explain how the Compensation
Committee made its decision to pay actua l compensation outside the targeted
percentile range, including wh ether new targets have b een set so that certain
elements of compensation are now paid at  the median of the peer companies.
Based on the results for the most recently completed fiscal year, please provide us
supplementally with draft disclosure  showing how you will present this
information in future filings.
 Base Salary, page 20

16. We note your identification of the factors considered in connection with the base
salary increases you gave to your named ex ecutive officers in 2009.  We also note
your disclosure on page 19 that base pay in creased by approximately five percent.
With a view towards future disclosure, pl ease tell us how you analyzed the noted
factors—particularly the i ndividualized factors—to ar rive at approximately the
same percentage increase for all of your  named executive officers (other than Mr.
Buchler).
 Performance-Based Incentive Compensation, page 20

17. We note your disclosure on page 21 that  your Target Pool amount for 2009 was
$654,700.  It is unclear how you determined this amount.  In future filings, please describe how you calculate this amount.  Based on the results for the most
recently completed fiscal year, please provide us supplementally with draft
disclosure showing how you will present this information in future filings.

Mr. Mark R. Stauffer
Orion Marine Group, Inc. December 23, 2010 Page 7
18. We note your disclosure the 75% of the to tal bonus pool is available to pay the
incentive bonus to the participants in the EIP.  Further, we note that the incentive
bonuses payable to Mssrs. Pearson, Stauffer, Kennedy and Rose were 44.5%, 20.3%, 17.6% and 17.6% of the aggregate bonus  pool, respectively.  It is unclear
how you determined the percentage of th e aggregate bonus pool payable to each
of these named executive officers.  In future filings, please include disclosure explaining how the percentage was determin ed.  Based on the results for the most
recently completed fiscal year, please provide us supplementally with draft
disclosure showing how you will present this information in future filings.
19. We note that the Compensation Committee determined that Mr. Rose only
partially met his 2009 individual perform ance goals, and therefore he did not
receive a discretionary award.  In future filings, please disclose how the Compensation Committee determines whethe r or not a discretionary award will
be paid.  For example, does the executive o fficer have to meet all of his individual
performance goals to receive a discretionary  award?  Based on the results for the
most recently completed fiscal year, pleas e provide us supplementally with draft
disclosure showing how you will present this information in future filings.
20. We note that under the SIP, each participant has a target bonus equal to 30% to
50% of the participant’s base salary.  We  further note that the target bonus for Mr.
Buchler was set at 50% of his earned ba se salary for 2009.  In future filings,
please disclose how the Compensation Co mmittee determines the percentage of
base salary that will constitute the bonus.  Based on the results for the most recently completed fiscal year, please provide us supplementally with draft
disclosure showing how you will present this information in future filings.
21. We note that Mr. Buchler is a participant in the SIP, and therefore his bonus is
determined by the four factors listed  on page 20, including overall company
performance and subsidiary financial perf ormance.  However, we also note your
disclosure on page 22 that 75% of Mr. Buchler’s bonus was based on your NCF
for 2009, and 25% was based on individual goals .  In future filings, please clarify
t