SecProbe.io

September 18, 2007

Mail Stop 6010

Neal R. Verfuerth
President and Chief Executive Officer
Orion Energy Systems, Inc.
1204 Pilgrim Road
Plymouth, WI  53073

Re: Orion Energy Systems, Inc.
Registration Statement on Form S-1
Filed August 20, 2007
  File No. 333-145569

Dear Mr. Verfuerth:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may 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 any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Prospectus

1. Please confirm that any preliminary prosp ectus you circulate will include all non-
Rule 430A information.  This includes the price range and related information
based on a bona fide estimate of the public  offering price within that range, and
other information that was left blank th roughout the document.  Please note that
we may have additional comments after you file this information.

2. Please provide us copies of all graphics  that you intend to use in your document.

Neal Verfuerth
Orion Energy Systems, Inc.
September 18, 2007 Page 2

Industry and Market Data Forecasts, page ii

3. Please tell us whether al l industry data you cite in your document is publicly
available.  Also tell us whether:

• you commissioned the industry reports;
• the industry reports were prepared for use in your registration statement;
• you are affiliated with the sour ces of the industry reports; and
• the sources of the reports consented to your use of their data in this
registration statement.

Our Business, page 1

4. Please tell us the criteria that you used to determine that customers you highlight
in the summary are objectively representative of your customer base.  Also tell us
whether you identified all customers that satisfy those criteria.

5. With a view toward disclosure, please tell us the portion of your  installations that
are leased as mentioned on page 55.

Risk Factors, page 4

6. Please note that your risk factors s hould immediately follow your one-page
prospectus cover or the summary.  Alt hough we do not object to the location of
the information on your table of contents page, please relocate the information on
page ii to a more appropriat e section of your document.

Summary Historical Consolidated and Pro Fo rma Financial Data a nd Other Information,
page 7

7. Please remove your presentation of th e non-GAAP measure ‘Temporary equity
and shareholders’ equity.’  Otherwis e, ensure that your non-GAAP financial
information complies with Item 10(e) of Regulation S-K.  Please similarly remove
or revise this presentation in your capitalization table on page 29 and your
selected historical consolidat ed financial data on page 32.

Other Information, page 8

8. Please show us your detailed calculations  supporting your disc losure that your
systems are responsible for 2,914,625 customer kilowatt hours saved.

Neal Verfuerth
Orion Energy Systems, Inc.
September 18, 2007 Page 3

Some of the intellectual prope rty we use in our business is  owned by our chief executive
officer, page 15

9. Please quantify the portion of your busine ss that you derive from intellectual
property owned by your chief executive officer.

Our retrofitting process, page 17

10. With a view toward clarifying or additiona l risk factors as ap propriate, please tell
us whether your products contain hazardous materials.

Use of Proceeds, page 27

11. Please indicate the approximate amount you intend to spend to fund increased
sales and marketing expenses.  Please refer to Item 504 of Regulation S-K.

12. If you do not have a specific plan for a si gnificant portion of th e proceeds, please
state and discuss the princi pal reasons for the offering.

Capitalization, page 28

13. “Cash and cash equivalents” is not a component of capita lization as applicable to
this disclosure. Pleas e revise to remove that capti on from the presentation of
capitalization.

Revenue and Expense Components, page 34

14. We note the level of revenue is depend ent upon several factors, including the
Company’s ability to realize revenue from  its services and shared savings sales
program.  Please expand your discussion in  MD&A under Results of Operations
to qualitatively and quantita tively describe the services and shared savings sales
programs and if significant, th eir impact on total revenues.

Income Taxes, page 37

15. We note your disclosure in the last paragraph that you “may” have had an
ownership change affecting your use of loss carry forwards.  Please clarify the
reason for the uncertainty.

Neal Verfuerth
Orion Energy Systems, Inc.
September 18, 2007 Page 4

Revenue, page 39

16. Please explain the basis for your statement that backlog comparisons may not be meaningful.  Also, if customers can cancel orders, please say so in your
discussion of backlog.

Gross Margin, page 40
17. With a view toward expanded disclosure  regarding the trends affecting your
margins or other results:
• please tell us how completion of your ex isting backlog will affect margins;
• if sales through contractors and value-added resellers  affect your margins,
please discuss these effects given your disclosure on page 35 regarding your planned emphasis on such sales, and quan tify the extent to which such sales
contributed to your hi storic results; and
• if your enhanced emphasis on your shared savings type sales and energy management services as disclosed on pa ge 70 will affect historic results,
please provide appropriate discu ssion analysis in your MD&A.

Research and Development, page 40

18. Please describe your “regulatory and legislative” initiatives.

Working Capital, page 49

19. To better explain cash flows from operati ons, please revise to discuss significant
changes to the components of working cap ital – i.e., indivi dually significant
changes in line items.  For example, we  note that accrued expenses increased $1.1
million or 27% over the quarter ending June 30, 2007.  Please address the impact on your working capital. When you cite changes in components of working
capital, explain the reasons for the changes.

20. Please revise your reference in the second pa ragraph to “near term” to clarify that
you have discussed your liqui dity on both a short-term and long-term (greater
than one year) basis.

Neal Verfuerth
Orion Energy Systems, Inc.
September 18, 2007 Page 5
Indebtedness, page 50

21. Please discuss the operational developments  that caused the defaults like those
mentioned in the Third Amendment filed with exhibit 4.5.  Also describe how you
addressed the defaults.

Capital Spending, page 51

22. Please disclose the capital spending li mitations contained in your credit and
security agreement with Wells Fargo and di scuss how, if at all,  this agreement has
influenced your capital spending budget since its inception in December 2005.
Please indicate whether you will seek to renegotiate terms relating to capital
spending limitations following this offering.

Internal Control Over Financial Reporting, page 52

23. We note your disclosure that you issued a full recourse promissory note to a
director in fiscal year 2006 and that you subsequently determined the note was
issued at a below market rate.  Please iden tify the director who received the note.

Stock-based Compensation, page 56

24. We refer to your discussion regarding th e Company’s valuation of option grants,
particularly Wipfli’s independent valuati on.  Please revise your discussion to
quantitatively and qualitatively describe the significant parameters and factors
used by Wipfli both in their November  30, 2006 valuation and their April 30,
2007 analysis that changed and led to the increased valuation from $2.20 per
share at November 30, 2006 to $4.15 per share at April 30, 2007.  We note the probability factors mentioned in the Apr il 30, 2007 valuation.  Also, distinguish
those existing factors that were used so lely in one valuation and not the other,
indicating the reason the factor was not considered in both valuations if not
readily apparent.

25. In this regard, indicate when  discussions were initiated  with your underwriter(s).
We will delay our final assessment of your response pending inclusion of the estimated IPO price in the filing.

Business, page 63

26. Please describe the general development of your business over the past five years.
Please refer to Item 101(a) of Regulation S-K.  For example, it appears that you
should describe your “Illuminator” system, which you identify on page 8, and the reasons for and changes in the successor system.

Neal Verfuerth
Orion Energy Systems, Inc.
September 18, 2007 Page 6
27. We note your reference to December 1, 2001.  Please clarify whet her this is the
date on which you began to sell products .  If not, please clarify why you chose
that date for the disclosed calculations.

Products and Services, page 69

28. Please provide the three-year revenue history by product or service class as
required by Regulation S- K Item 101(c)(1)(i).

29. We note that in footnote 7 on page 8 you i ndicate that you have replaced fixtures
with products other than HIF lighting systems and that these products have
provided wattage reductions comparable to  your HIF systems.  Please describe
these other products that have provided wattage reduc tions comparable to your
HIF systems.

The Compact Modular, page 69

30. We note your disclosure that your product can increase light quantity by
approximately 50%.  With a view to ward clarified disclosure, please:

• provide us a copy of the studies that support this disclosure, and
• tell us the range of percenta ge improvement shown by tests.

Services, page 70

31. Please clarify whether “[y]our national netw ork of qualified instal lers” consists of
your employees. Also, in an appropriate section of your document, please explain clearly the extent to which your products  can be installed by customers and the
portion that requires pr ofessional installation.

Customers, page 70

32. Please identify the customer that accounted  for 20% of your revenue as mentioned
on page 13.

Competition, page 71

33. We note your reference to lower-cost alte rnatives on page 12.  To clarify your
competitive position, please explain any cost advantages of alternative systems.

Intellectual Property, page 71

34. Please indicate the duration of all patent s and trademarks you hold as required by
Regulation S-K Item 101(c)(1)(iv).

Neal Verfuerth
Orion Energy Systems, Inc.
September 18, 2007 Page 7

35. We note your disclosure regarding your pa tents covering portions of the core HIF
technology.  With a view toward clarifie d disclosure, please tell us who has
patented the rights to the balance of  the HIF technology and how you have access
to those rights.

Board Committees, page 75

36. Please reconcile your statement on page 76 regarding the independence of the
audit committee members with your disclo sure on page 100 regarding consulting
fees.

Setting Executive Compensation, page 77

37. Please expand upon your statement that your compensation committee “generally” was directly involved in  setting compensation for your chief
executive officer and in determining and approving equity awards for all of your
NEOs.  To the extent that your compensation committee was indirectly or uninvolved in establishing certain compensa tion levels, please disclose.  To the
extent that other parties had the right to veto compensation decisions, please
discuss that right and the ex tent to which it was exerci sed; for example, we note
section 2.8 of exhibit 4.1.

38. Please discuss Mr. Verfuerth’s current and past role in establishing compensation
for his wife, Ms. Verfuerth.

39. We note your disclosure regarding actions to be made before the closing of the
offering, including IPO bonuses, new empl oyment agreements, a management
cash bonus program and the fiscal 2008 shor t-term incentive program.  Please tell
us when the action will be taken relative to the effective date of the registration
statement.

40. Please identify the component companies in your “informal market surveys.”
Likewise, please identify the companies menti oned in the last sentence of the first
full paragraph on page 78 and the competitors mentioned on page 80.

Base Salary, page 79

41. Please revise to identify the “increasing responsibilities” that were the basis for
the salary increases.  See Regul ation S-K Item 402(b)(2)(vii).

Neal Verfuerth
Orion Energy Systems, Inc.
September 18, 2007 Page 8

Short-Term Cash Bonus Incentive Compensation…, page 80

42. Please provide specific information regard ing (1) the qualitati ve and quantitative
bases for the discretionary cash bonuses paid in fiscal 2007 and (2) how those
achievements resulted in the specific dollar amount of bonus paid.  If the
decisions were based on the subjective evaluation of your CEO, please say so
directly.

Long-Term Equity Incentive Compensation, page 82

43. Although we note your disclosure regarding general policies rela ting to your long-
term equity incentive compensation, pleas e include a more focused discussion
that provides substantive analysis an d insight into how the compensation
committee determined the actual award amounts.  For example, please discuss and analyze how the compensation comm ittee determined the actual number of
shares underlying the stock options awarde d to each named executive officer and
set forth the rationale for the varian ces of these awards among the named
executive officers.

44. We note you reference to executives redeem ing shares.  Please clarify how an
executive can redeem shares in your co mpany.  Do you mean that you elected to
redeem the shares?  Did the executive have a put option?

Perquisites and Other Personal Benefits, page 84

45. Please discuss how the 1% fee was set.  For example, did you determine that the guarantee permitted you to obtain an interest  rate reduction of more than 1%?

Severance and Change of Control Arrangements, page 85

46. Please expand your disclosure regarding the protections afforded to your NEOs under your new employment agreements by explaining how you determined severance pay amounts and durations of employment agreements.  Please make your disclosures specific to each NEO.

47. In your discussion of the definition of “change of control,” please indicate the basis for selecting particular events  as triggering payments.  Refer to
Item 402(b)(2)(xi) of Regulation S-K.

Neal Verfuerth
Orion Energy Systems, Inc.
September 18, 2007 Page 9

Director Compensation, page 99

48. Please clarify which four years are repres ented by the option grants mentioned in
the first paragraph.

49. Please describe the consulting services  mentioned on page 100, including how
those services went beyond the services expected from a director for which you had paid a director fee.  Also disclose the terms of the arrangement under which
the services were provided.

Principal and Selling Shareholders, page 102

50. Please identify the individuals who benefici ally own the shares held in the name
of GE Capital Equity Investments, Inc.

51. With a view toward disclosure, please tell us about the transactions in which the
selling stockholders acquired the offe red shares, including the date and the
consid