SecProbe.io

October 22, 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/A Filed October 2, 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.
We welcome any questions you may have  about our comments or any other
aspect of our review.  Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.  Some of the intellectual property we use in our business, page 15

 1. We note that your response to prior co mment 9 is limited to patents; however,
prior comment 9 addressed all intellect ual property – not solely patents.
Therefore, we reissue the comment.
 Industry and Market Data Forecasts, page 25

 2. Refer to the last bullet poin t in your response to prior comment 3.  If you have not
obtained the consent from the sources of the data you cite, please tell us how you
determined that the data remains current and reliable.

Neal Verfuerth
Orion Energy Systems, Inc.
October 22, 2007 Page 2   Use of Proceeds, page 26

 3. With a view toward clarifying the disclo sure in response to prior comments 11
and 12, please tell us how you determined  the size of the offering required to
support your anticipated future growth.

Gross Margin, page 40

4. The first bullet point in your response to prior comment 17 indicates that the
margin on your backlog will generally be c onsistent with the trend disclosed for
the first fiscal quarter.  However, si nce your current disclosure on page 40
describes both increased and decreased ma rgin trends, it is un clear how investors
are to know the effects on margin of your current backlog.  Please revise for
clarity.
 5. We note your response to the third bullet point  of prior comment 17.  Please
discuss any uncertainty regarding the effect  that your shared savings type sales
and energy management services might ha ve on your margins and other historic
results of operations.

Research and Development, page 40

6. We note your disclosure in response to prior comment 18.  Please replace vague
disclosure like “efforts relating to” with specific information that investors can
use to evaluate your activities.
 Indebtedness, page 48

 7. We note your response to prior comment 21; however, since the waiver was dated
in March 2007, it is unclear how a disc ussion of your liquidity and capital
resources would be complete without desc ribing the issues that  caused the default
and how you addressed them.  Therefore, we reissue the comment.
 Stock-based Compensation, page 52

 8. Please refer to comment 25.  We recogni ze your response and will delay our final
assessment of your response pending inclus ion of the estimated IPO price range.
 Products, page 63

 9. It is unclear where you have disclosed th e quantitative disclosure by product class
as required by Regulation S-K Item 101(c)(1 )(i).  Therefore, we reissue prior
comment 28.

Neal Verfuerth
Orion Energy Systems, Inc.
October 22, 2007 Page 3   Our Customers, page 65

 10. We note your response to comment 32.   Please provide us with a detailed
analysis of why you believe disclosu re is not required under Item 101 of
Regulation S-K.  Include in your analysis citations to any SEC releases or guidance upon which you rely.
 Our History and Development, page 67

 11. We note your response to prior comment 27.  Please clarify whether you
discontinued selling products othe r than those mentioned on page 63.
  Executive Compensation, page 72

 12. With a view toward clarified disclosu re, please expand your response to prior
comment 39 to tell us when the committee last met, when they will meet again, and the content of the current proposals that the committee is considering regarding the matters addressed in the comment.
 Setting Executive Compensation, page 72

 13. We note your response to comment 40.  Please disclose the names of the 96
companies contained in the Towers Perrin market report.
 Long-Term Equity Incentive Compensation, page 76

 14. Please revise your disclosure to more  specifically explain how the factors
disclosed resulted in a determination that 250,000 shares was the appropriate
number.
 Severance and Change in Control Arrangements, page 80

 15. Please expand the disclosure added in re sponse to prior comment 46 to clarify
how you define “market practice” and “competitive.”

16. From the disclosure added in response to prior comment 47, it is unclear how you
chose these triggering events over any other triggering events that would
represent a “significant change in ow nership.”  Please revise for clarity.

Neal Verfuerth
Orion Energy Systems, Inc.
October 22, 2007 Page 4   Director Compensation, page 90

 17. Please refer to comment 48.  We note that  your option grants to directors were
intended to compensate directors for past and future services.  Please identify the
service period intended to be compensated by each option grant.

Principal and Selling Shareholders, page 92

18. Please expand your response to prior comment 50 to tell us how GE Capital Equity Investments makes voting and inve stment decisions with regard to your
securities in a manner that no individuals have or share direct ly or indirectly
beneficial ownership of those securities.
 19. Based on the information provided in your response to prior comment 51, we are unable to agree that the transactions in  which the registrant sold the selling
stockholders the very shares that are now being offered to the public need not be
disclosed.  See Regulation S-K Item 507.  Please disclose all such transactions
that occurred within the past three years.
 Patrick J. Trotter, page 96

20. We note your disclosure on page 50 about your  receipt of a below-market interest
rate promissory note from Mr. Trotter.  Please discuss the nature and amount of
these restatements in your discussion of the related-party transaction with Mr. Trotter.  Please also tell us why you s hould not revise your statement on page 95
about your belief that all related-party tr ansactions were on terms and conditions
that were not materially less favorable than you could have obtained from unaffiliated third parties.

Revenue Recognition, page F-11

21. Please refer to prior comment 62.  Please tell us and revise to disclose how you
apply EITF 00-21 in your accounting for revenues with multiple elements.  In your disclosure, it should be clear when  you defer revenues, how you measure the
deferred amounts and when you recognize the revenues that are deferred.  Tell us
and disclose how you consider acceptance provisions in your revenue recognition policy.

Neal Verfuerth
Orion Energy Systems, Inc.
October 22, 2007 Page 5  22. Please refer to prior comments 64 and 65.  Please tell us in more detail about the
significant terms of your sale-type programs.   Please also tell us the significant
terms of your agreements with third party finance companies wherein you enter into an exchange for cash and future paym ents.  Explain the nature of the future
payments and how you determine the net pr esent value of the future payments.
 Net Income (loss) per Common Share, page F-14

 23. Please refer to prior comment 66.  We not e that you adjusted  your net income
attributable to common share holders and basic net income per share in response to
our prior comment to reflect the participa tion rights of the preferred shareholders
that is required by EITF 03-6 under th e two-class method.  Please revise to
provide the disclosures required by SFAS 154 for the correction of errors, or tell
us why the disclosures are not required.

Note F.  Temporary Equity and Shareholders’ Equity, page F-21

24. Please refer to prior comment 70.  Please disclose the method and period over which you are accreting the carrying value to the redemption value.
 Exhibits, page II-3

 25. We note your response to prior comment 73;  however, the exhibits you file should
be complete, including all attachments, unless the exhibit is properly filed under
Regulation S-K Item 601(b)(2 ) and you comply with the last sentence of Item
601(b)(2).  We note for example, the missing attachments from exhibit 4.10.
 Signatures

 26. Please do not omit text required on the Signatures page.

*  *  *  *  *  *  *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in

Neal Verfuerth
Orion Energy Systems, Inc. October 22, 2007 Page 6  possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.     In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 You may contact Dennis Hu lt at (202) 551-3618 or Kaitlin  Tillan, Assistant Chief
Accountant, at (202) 551-3604 if you have  questions regarding comments on the
financial statements and related matters.  Please contact Jose ph McCann at (202) 551-
6262 or me at (202) 551-3617 with any other questions.

    S i n c e r e l y ,

Russell Mancuso Branch Chief
  cc (via fax): Steven R. Barth, Esq.—Foley & Lardner LLP   Carl R. Kugler, Esq.— Foley & Lardner LLP