SecProbe.io

November 13, 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 30, 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.  Other Information, page 8

 1. Please revise your response to comment 8 of our September 18, 2007 letter to you
to reflect your revised disclosure.
 Use of Proceeds, page 25

 2. From your response to prior comment 3, the principal reasons for an offering of this size remain unclear.  Theref ore, we reissue the comment.
 3. In this regard, and with a view toward clarified disc losure in an appropriate
section of your document, please tell us  about the purpose and total cost of the
new technology center mentioned on page 46.

Neal Verfuerth
Orion Energy Systems, Inc.
November 13, 2007 Page 2   Products, page 61

 4. Prior comment 9 sought the three-year  revenue breakdown by product class as
required by Regulation S-K It em 101(c)(1)(i) – not a repetition of your product
and service revenue from your financial st atements.  Therefore, we reissue the
comment.  We note that you describe several classes of products in this section.
From your existing disclosure, it remains unclear to what extent these classes contributed to your revenue and how th e discontinuation of your distribution
activities mentioned on page 65 affected the composition of y our revenue.

Executive Compensation, page 70

5. We note your response to prior comment 12.  If the committee has not yet made
key decisions regarding the compen sation of your executives, please add
appropriate risk factors.  Include the extent to whic h the current proposals would
materially modify historic compensation.

6. Please disclose the results of the benchmarking analysis mentioned in your revisions on page 72.

7. With a view toward clarified disclosure, please tell us the nature of the alleged
violations of the separation agreement mentioned on page 85.  Also clarify whether you or Mr. Prange are making the allegations.
 Executive Officer Stock Ownership Guidelines, page 80

 8. Please discuss how you determined the appropriate multiples.  For example, did the committee analyze the basis for the consultant’s recommendation?

Payments Upon Termination, page 85

9. It appears that you have deleted some of  the terms of your agreement with Mr.
Prange’s separation agreement.  Alt hough you may disclose subsequent actions,
you should not omit material terms of the initial agreement.

New Employment Agreements, page 86

10. We note your response to prior comment 15.  Please clarify what you mean by
“consistent with general public compa ny practice.”  For example, do you mean
that every public company has the same severance terms as you?  If not, how did
you conclude that your terms were “consistent”?

Neal Verfuerth
Orion Energy Systems, Inc.
November 13, 2007 Page 3   Principal and Selling Shareholders, page 92

 11. We will continue to evaluate your response to prior comment 19 when you
provide the relevant disclosu re, including the disclosure of transactions with the
unidentified selling stockhol ders.  Also note that the disclosure should indicate
which of the selling shareholders ’ securities are being offered.
 12. Where the selling security holders have ac quired the offered shares by exercise of
options or warrants within the past three years, please disclose the exercise price of the option or warrant.  Also, if the selling shareholder is offering shares
underlying options, warrants or convertible securities th at were acquired within
the past three years, please describe th e transaction in which such option, warrant
or convertible security was acquire d, including the consideration paid.

Revenue Recognition, page F-11

13. Please refer to prior comment 22.  Alt hough we note the revised disclosure on
page F-12, it is still not clear how this program operates in conjunction with your
shared savings programs with customers.  In prior comment 64 of our September
18, 2007 letter, we noted your disclosure that some customers finance the
purchase of the system by paying you a specified amount over time based on a
predetermined measure of the reduction in their electricity co nsumption resulting
from the use of your products.  As prev iously requested you should tell us and
disclose how you account for these revenues and the associated costs.

14. Further, we note from your response to  prior comment 64 from our September 18,
2007 letter that these agreements relate to your sales-type financing program.
Please tell us the significant terms of the shared savings programs and how the amount owed by the customer is determined for purposes of determining the amount to recognize as revenue under the th ird party financing.  Explain how the
third party finance company determines the amount of funding to provide if the amount owed by the customer is va riable based upon their savings.

Inside Back Cover of Prospectus

15. Please tell us the criteria that you used  to determine that these companies are
objectively representative of your custom er base.  Also tell us whether you
presented logos for all customers that satisfy those criteria.

*  *  *  *  *  *  *

Neal Verfuerth
Orion Energy Systems, Inc. November 13, 2007 Page 4
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 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