SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

                                                                           February 8, 2011
 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 response letter  dated January 20, 2011 and have the
following comments.  In some of our comments, we may ask you to provide us with 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.

DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A

 General

1. We note your response to comment 13 of our letter dated December 23, 2010;
however we reissue the comment.  Please supplementally advise us of the basis
for your conclusion that your compensa tion policies and practices are not
reasonably likely to have a material adverse affect such  that you were not required
to provide disclosure pursuant to Item  402(s) of Regulati on S-K, and briefly
describe for us the process you undertook to reach that conclusion.

Mr. Mark R. Stauffer
Orion Marine Group, Inc. February 8, 2011 Page 2  Compensation Discussion & Analysis

 Establishing Executive Compensation, page 18

2. We note that in response to comment 15 of our letter dated December 23, 2010
you state that your fiscal 2009 target tota l direct compensation for your executives
fell between the 50th and 75th percentiles for each pos ition.  However, it remains
unclear whether you targeted the compensati on for such executives so that it was
paid consistent with a speci fic percentage of the peer  group compensation, and, if
so, how the Compensation Committee made its decision to pay actual compensation outside of such targeted percentile range.  W ith a view toward
future filings, please provide us supplementally with draft disclosure explaining the specific targeted perc entile range for the 2009 fiscal year compensation and
the specific factors that were consid ered by the Compensation Committee for any
named executive officer that received co mpensation outside of such targeted
percentile range.
 Performance-Based Incentive Compensation, page 20

3. We note that in response to comment 19 of our letter dated December 23, 2010
you state that in determining the discreti onary award to be paid pursuant to the
EIP, the Compensation Committee consid ers whether the executive met certain
individual performance goals that are each given a specific weighting.  With a view toward future filings, please provide us supplementally with draft disclosure
showing the specific weighting that wa s assigned to each individual performance
goal for fiscal year 2009.
4. We that in response to comment 20 of  our letter dated December 23, 2010 you
state that the determination of the target bonus amount as a percentage of salary is
“based on the Company’s belief that ther e should be a strong relationship between
pay and corporate performance in relati on to the executive’s position within the
Company.”  While we recognize that this is the general motivation for setting the
target bonus amount, it is unclear how you specifically determine where the target will fall in the range of 30% to 50% of th e executive’s base salary.  With a view
toward future filings, plea se provide us supplementall y with draft disclosure
explaining specifically how the target bonus amount for fiscal year 2009 was
determined.
 Grants of Plan Based Awards, page 27

5. We note your response to comment 26 of our letter dated December 23, 2010.
However, your response provides a gene ral description of  the factors the
Compensation Committee may consider in  determining how many options and

Mr. Mark R. Stauffer
Orion Marine Group, Inc. February 8, 2011 Page 3
restricted shares to award.   With a view  toward future filings, please provide us
supplementally with draft disclosure showing how the Compensation Committee
specifically determined the type and am ount of the awards made during fiscal
year 2009 pursuant to the LTIP for each of the named executive officers.  You may contact Ernest Greene, Staff Accountant at (202) 551-3733 or Lisa
Etheredge, Staff Accountant at (202) 551-3424 if you have questions regarding
comments on the financial statements and related matters.  Please contact Erin Jaskot, Staff Attorney at (202) 551- 3442 or Dietrich Kin g, Staff Attorney at (202) 551-3338 with
any other questions.
            S i n c e r e l y ,
           R u f u s  D e c k e r
       Accounting Branch Chief