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corresp

October 2, 2007

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E. Mail Stop 7010

Washington, D.C. 20549-7010

    Attention:

    Ms. Pamela A. Long

    Assistant Director

    Re:

    Orion Marine Group, Inc.

    Registration Statement on Form S-1

    Filed on August 20, 2007

    File No. 333-145588

Ladies and Gentlemen:

     We are writing on behalf of our client, Orion Marine Group, Inc. (the “Company”) in response
to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the
United States Securities and Exchange Commission (the “Commission”) by letter dated September 14,
2007, with respect to the review of the Company’s Form S-1 initially filed with the Commission on
August 20, 2007, File No. 333-145588 (the “Registration Statement”). For your convenience, the
numbered paragraphs below restate the numbered paragraphs in the Staff’s letter to the Company, and
the discussion set forth below each numbered paragraph is the Company’s response to the Staff’s
comments.

     We have filed through EDGAR and enclosed herewith five courtesy copies of Amendment No. 1
(“Amendment No. 1”) to the Registration Statement.

General

1. Please note that we may have comments on the legal opinion once it is filed.

This opinion is filed with this Amendment No. 1.

Cover Page

2. Because there is currently no market for your common shares please revise your cover page and
plan of distribution to provide that selling shareholders will sell at a fixed price or bona fide
range until your securities are quoted on the Nasdaq Global Market and thereafter at prevailing
market prices or privately negotiated prices. See Item 16 of
Schedule A to the Securities Act of 1933 and Item 503(b)(3) of Regulation S-K.

In response to the Staff’s comments, language has been added to the cover page and under “Plan of
Distribution,” at page 109, to indicate that based on the range of prices at which the Company’s
shares have traded on the PORTAL Market, the Company expects that prior to the time the Company’s
common stock is listed on Nasdaq, purchases and
sales of its common stock will occur at prices between $14.05 and $15.00 per share, if any shares
are sold.

Summary Consolidated Financial Data, page 7

3. Please tell us how you determined the amount of basic weighted average shares outstanding for
the years ended December 31, 2002 and 2003 as well as the period from
January 1 to October 13, 2004. It is unclear why the number of weighted average shares outstanding
would decrease from 15,872,360 for the period January 1 to October 13,
2004 to 15,695,067 for the period October 14 to December 31, 2004, when no shares appear to have
been redeemed or bought back during that time period.

The weighted average shares outstanding for the years ended December 31, 2002 and 2003 as well as
the period from January 1 to October 13, 2004 (the “Predecessor Period”) appearing in the tables
under “Summary Consolidated Financial Data” at page 8 and “Selected Consolidated Financial Data” at
page 27 have been revised to 92,000, 97,100 and 97,100, respectively. The corresponding net income
per share data has been revised to reflect the changed weighted average shares outstanding. The
weighted average shares outstanding for the Predecessor Period are the actual shares outstanding at
that time. The substantial difference in weighted average shares outstanding between the
Predecessor and Successor Periods results from the acquisition of the Company by its former
principal stockholders. A sentence has been added to footnote (2) on pages 9 and 27 explaining
such difference. In addition, the Company has deleted the sentence from footnote (2) on page 27
which explained that the weighted average shares outstanding for the Predecessor period in its
initial filing was based on shares outstanding as of December 31, 2006.

Risk Factors, page 10

4. Please delete the second sentence of the first paragraph on page 10. All material risks should
be described. If risks are not deemed material, you should not reference them.

This sentence has been deleted.

Failure to establish and maintain effective internal control ... , page 19

5. If you have identified any material deficiencies related to your disclosure controls or internal
controls, please disclose.

The Company has advised us that no material deficiencies related to disclosure or internal controls
have been identified.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Operating Activities, page 37

6. Net income, adjusted for non-cash items is considered a non-GAAP measure. Please either remove
this measure from your filing or revise your filing to include the non-GAAP disclosures required by
Item 10(e) of Regulation S-K.

In response to the Staff’s comments, this measure has been removed from the filing.

Business

Our Business, page 41

7. We note your discussion of EBITDA throughout the filing and in particular on pages 1, 29 and 41.
In each of these instances, please revise to also include discussion of net income so that the
non-GAAP EBITDA measure does not receive greater prominence
than the most directly comparable GAAP measure. Refer to Item 10(e) of Regulation SK.

In response to the Staff’s comments, the measure of income available to common shareholders has
been added throughout the filing and particularly on pages 1 and 42.
The discussion of EBITDA has been removed from the discussion under “Utilization” on page 29.

Environmental Matters, page 56

8. Please disclose any material estimated capital expenditures for environmental control
facilities. See Item 101(b)(2)(xii) of Regulation S-K.

The Company does not believe that material capital expenditures will be required for environmental
control facilities in the near term. Language has been added to this effect under “Environmental
Matters” at page 57.

9. Please also ensure that you discuss all of the environmental provisions that may have a material
affect on you. We note your statement that you discuss “some of” the environmental provisions that
apply to your activities.

In response to the Staff’s comments, this section has been revised to clarify that the Company
discusses all of the environmental laws and regulations that may have a material effect on the
Company. See page 57.

Legal Proceedings. page 58

10. Please disclose the name of the court in which the class action proceedings are pending, the
date instituted, and the relief sought. See Item 103 of Regulation S-K.

This information has been added under “Legal Proceedings” at page 59.

Compensation Discussion and Analysis, page 65

Role of Executive Officers in Compensation Decisions, page 66

11. We note that the CEO plays a significant role in the compensation-setting process. Please
disclose whether the compensation committee approved Mr. Pearson’s recommendations for salary and
compensation awards for 2006, or discuss the extent to which the committee determined to pay award
compensation other than as recommended.

In response to the Staff’s comments, the CEO’s role in setting compensation and the approval
process of his recommendations for salary and compensation awards for 2006
has been added under “Role of Executive Officers in Compensation Decisions” at page 68.

Performance-Based Incentive Compensation, page 67

12. With regard to company performance, we note that you have not disclosed any specific target
levels of corporate performance. Please disclose the 2006 and 2007 target levels for each item of
corporate performance that are measured. If you believe that disclosure of the target levels would
cause you competitive harm, using the standard you would use if requesting confidential treatment,
please discuss this supplementally. In that case, note that you must still include disclosure that
explains how difficult it will be for the executive or how likely it will be to achieve the
undisclosed target levels. We may have additional comments on whether you have met the standards
for treating the information confidentially. Please see instruction 4 to Item 402(b) of Regulation
S-K.

In response to the Staff’s comments, the discussion under “Performance-Based Incentive
Compensation” at pages 69 and 70 has been revised to disclose the 2006 and 2007 target levels for
each item of corporate performance, as well as how difficult it may be for its executives to
achieve these target levels.

13. Please describe the formulas (for between 80% and 110% and above 110%) upon which you determine
to increase the aggregate size of the bonus pool.

This formula has been added under “Performance-Based Incentive Compensation” at page 71.

Certain Relationships and Related Party Transactions, page 84

14. Please disclose the relationship between each party to the redemption agreement to each other
and to the company or its affiliates and the purpose of this agreement.

This disclosure has been added under
“Certain Relationships and Related Party Transactions” and
“Related Party Transactions” at pages 86 and 40, respectively.

15. Please describe your policies and procedures regarding transactions with related persons,
consistent with the requirements of Item 404(b) of Regulation S-K. For example, please discuss the
types of transactions that are covered and state whether the policies and procedures are in writing
or how else they are evidenced.

We have been advised by the Company that it has proposed a Related Party Transaction policy to its
board of directors and it anticipates adopting this policy prior to effectiveness. We have
included language to this effect on pages 41 and 86.

Selling Shareholders, page 85

16. Please disclose the nature of any position, office, or other material relationship which any
selling security holder has had within the past three years with the registrant or any of its
predecessors or affiliates. See Item 507 of Regulation S-K.

A selling stockholder table has been added under “Selling Shareholders” at pages 87 through 100.
The footnotes to this table will be updated in a pre-effective amendment to reflect any changes in
the selling stockholders and to provide further information regarding the nature of any position,
office or other material relationship which any selling stockholder has had within the past three
years with the registrant or any of its predecessors or affiliates.

17. Please disclose the names of the selling shareholders who are broker-dealers or affiliates of a
broker dealer. If a selling shareholder is a broker-dealer, the prospectus should state that the
seller is an underwriter. Broker dealers and their affiliates who received the securities as
compensation for underwriting activities need not be identified as underwriters. If a selling
stockholder is an affiliate of a broker-dealer, provide the
following representations in the prospectus: (l) the seller purchased in the ordinary course of
business, and (2) at the time of the purchase of the securities to be resold, the seller had no
agreements or understandings, directly or indirectly, with any person to distribute the securities.
If you cannot provide these representations, state that the seller is an underwriter.

A selling stockholder table has been added under “Selling Shareholders” at pages 87 through 100.
The footnotes to this table will be updated in a pre-effective amendment to reflect any changes in
the selling stockholders and to provide any additional names of selling stockholders who are
broker-dealers or affiliates of a broker dealer.

Description of Capital Stock, page 86

18. Please remove your statement that the discussion does not give full effect to the terms of
statutory or common law that may affect a person’s rights as a stockholder. You are required to
discuss the items described in Item 202 of Regulation S-K. To the extent the items are impacted by
statutory or common law, they must still be described as required by Regulation S-K.

In response to the Staff’s comments, this statement has been removed.

Annual Audited Consolidated Financial Statements

General

19. It appears from your disclosures on page 49 that you provide a variety of different services
which could be considered operating segments as defined in SFAS 131.
Furthermore, it appears from your disclosures on page 34 that some of the services you provide may
be more profitable than others. Please tell us how you determined your operating segments in
accordance with paragraphs 10-15 of SFAS 131. If applicable, please also discuss how you determined
it was appropriate to aggregate two or more operating segments into a single reportable segment in
accordance with paragraph 17 of SFAS 131.

The Company is engaged as a heavy civil contractor specializing in marine construction, generally
within the Gulf Coast and Atlantic Coast regions and surrounding areas. The Company’s services are
provided and allocated on a project by project basis, which is determined by the Company’s success
in bidding and negotiating specific contracts with agencies and owners, the Company’s overall
operational and financial plans and strategies, and prevailing market conditions.

Usually, a single project contains a combination of the types of marine construction services that
we provide, including (i) bridge and causeway construction; (ii), commercial dock and port
construction; (iii) dredging; (iv) erosion control and other environmental protection or
restoration; (v)marine pipeline services; (vi) maintenance and repair with respect to the
foregoing; and (vii) related specialty marine services including diving, salvage, inspection and
towing. Because these services are normally intertwined and combined within a given project, the
Company operates as a single segment.

A single project manager is assigned to manage a project, including all of its components and
related services, from start to finish with oversight by the Chief Decision Makers of the Company
(the “CODM”). The CODM includes executive management, including the Chief Executive Officer, Chief
Financial Officer and senior management. Resources, including project managers and fixed assets,
are available on a company-wide basis and are deployed and allocated based on availability and
specific project requirements. The CODM analyzes financial information, which is available and
prepared on a project by project basis, to measure individual contract performance as compared with
original estimates, to assess market conditions and associated economic and bidding climates and to
evaluate risks. Financial information on a project is not compiled or presented by type of
service, customer or geographic area. Each month the project manager, in conjunction with project
controllers and accounting staff, update each project’s projected performance at completion by
using actual costs-to-date and re-forecasted costs-to-complete for the balance of the work
remaining. Regular review of these project reports allows the CODM to manage the Company’s
business, including allocating Company-wide available assets and resources, assessing production
efficiencies and external factors such as adverse weather conditions, and responding to
project-specific cost overruns, under-billings, change orders, and other items that might affect
project profitability and/or future business plans.

Accordingly, the Company manages its business on a project basis, and utilizes the synergies
available within the entire organization. All projects are reported as one operating segment; that
of a marine specialty contractor serving the heavy civil marine infrastructure market, and no
additional segmented information is considered more meaningful to financial statement readers.

20. As a related matter, if you determine that you have more than one reportable segment, please
also revise your MD&A to include relevant disclosures regarding your results of operations and
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