SecProbe.io

Mail Stop 4631

May 8 , 2017

Via E -mail
Mr. Christopher J. DeAlmeida
Chief Financial  Officer
Orion Group  Holdings , Inc.
12000 Aerospace, Suite 300
Houston, Texas 77034

 RE: Orion Group  Holdings , Inc.
Form 10 -K for the Y ear Ended December 31 , 2016
Filed March 24, 2017
Form 8 -K
Filed March 15, 2017
File No. 1 -33891

Dear  Mr. DeAlmeida :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not bel ieve our
comments apply to your facts and circumstances , please  tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10-K for the Year Ended December 31 , 2016

Controls and Procedures, page 37

Management’s Report on Internal C ontrol Over Financial Reporting,  page 37

1. Please revise future filings to clarify which version, 1992 or 2013, of the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission’s Internal
Control — Integrated Framework  you utilized when performing your assessment of
internal control over financial reporting .

Christopher J. DeAlmeida
Orion Group  Holdings , Inc.
May 8, 2017
Page 2

 Form 8 -K filed on March 15, 2017

2. We note the use of non -GAAP Measures and have the following comments:
 You disclose non -GAA P financial measures more prominently than dire ctly
comparable GAAP measures.  In this regard, we note in your 2016 highlights that
you have highlighted your year over year increase in EBITDA without
highlighting the comparable GAAP measure.  We also note y our discussion of
EBITDA and EBITDA margin on a consolidated and segment basis without
discussion of their comparable GAAP measu res for all periods presented.  Please
refer to Question 102.10 of the updated Non -GAAP Compliance and Disclosure
Interpretation s issued on May 17, 2016 and revise future filings accordingly;
 You disclose one -time charges related to differing site conditions on a specific
contract and the tax effects in your reconcil iation of adjusted net income.  Please
expand your disclosures to explain how tax effects of your non -GAAP
adjustments are calculated.   Refer to Question 102.11 of the updated Non -GAAP
Compliance and Disclosure Interpretations issued on May 17, 2016; and
 Please more fully explain how and why you determined it is appropri ate to revise
your non -GAAP performance measure of Adjusted net income to exclude the
one-time charge related to your NOL valuation allowances.  Please tell us what
this amount represents and how you calculated the ove rall tax rate based on the
new non -GAA P pretax income.   Refer to Question 102.11 of the updated Non -
GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notw ithstanding any review, comments, action or absence of
action by the staff.

You may contact Ernest Greene, Staff Accountant at (202) 551 -3733 or Jeffrey Gordon ,
Staff Accountant  at (202) 551 -3866  if you have questions regarding comments on the financial
statements and related matters.

  Sincerely,

/s/ John Cash

        John Cash
Accounting Branch Chief
        Office of Manufacturing and
Construction