SecProbe.io

November 27, 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 November 16, 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.  Inside Front Cover

 1. We note that this disclosure was formerly  included as your inside back cover.
Please tell us why you believe it is appropr iate to present this data before the
context and significant assu mptions provided on page 9.
 Products, page 62

 2. Please disclose your response to prior comment 4 that sales of your Compact
Modular contributed over 85% of your revenue.

Neal Verfuerth
Orion Energy Systems, Inc.
November 27, 2007 Page 2

Base Salary, page 75

3. Please replace vague disclosu re like “higher than the 75th percentile” to disclose
with specificity how the compensation amounts for each of the named executives
compares to the benchmarked companies.

Short-Term Cash Bonus Incentive Compen sation and Other Cash Bonus Compensation,
page 76

4. Please disclose with specificity how much above the median in the comparable companies’ analysis your 2008 target bonus is for Messrs. Verfuerth, Waibel, and
Scribante.
 5. Please disclose with specificity the “broad mix of factors” that will be the basis
for the 2008 bonus payments.
 6. We note your disclosure on page 79.  Please provide specific information
regarding the qualitative and quantita tive bases for the $100,000 cash bonus you
awarded to Mr. Waibel and the $500,000 cash bonus you awarded to Mr. Verfuerth.
 7. Please expand your discussion of the stock price performance cash bonus you awarded to Mr. Verfuerth.  Please explai n how you determined the appropriate
stock price thresholds and bonus paym ent amounts, including the $1.5 million
bonus cap.
 Executive Officer Stock Ownership Guidelines, page 84

 8. Please expand the disclosure provided in response to prior comment 8 to disclose
the “relevant multiples typically utili zed” by the companies in the survey.
 New Employment Agreements, page 90

 9. We note your response to prior comment 10.  Please specify what you mean by
“consistent with general public company practices.”

Principal and Selling Shareholders, page 97

10. Please revise the number of shares to be  sold by Neal Verfuerth and Patricia
Verfuerth to reflect all bene ficially owned shares to be sold by these individuals.
 11. In light of the anticipated sale by Clean Technology Affiliates, please revise the
number of shares to be sold by Dian a Propper de Callejon and the number of
shares beneficially owned by Ms.  Callejon after the offering.

Neal Verfuerth
Orion Energy Systems, Inc.
November 27, 2007 Page 3   12. We note your responses to prior comments 11 and 12 regarding aggregated
disclosure.  However, since you alrea dy have a footnote for each selling
stockholder, it is unclear why the footnote could not be expanded to provide information responsive to the comments rath er than providing the disclosure via a
complex paragraph with a long, embedded list.  Please revise for clarity.
 13. Please identify the selling stockholders w hom you have employed during the past
three years.  See Regulation S-K Item 507.  For instance we note your disclosure
on page 107 that you employ Josh and Zach Kurtz as national account representatives.

Exhibit 1.1

14. Please file complete exhibits with all a ttachments.  We note the exhibits missing
from exhibit 1.1.

Exhibit 23.1
 15. We note the Consent of the Independen t Registered Public Accounting Firm
refers to Amendment No. 2 to the Re gistration Statement (Form S-1 No. 333-
145569) and Prospectus and not the curre nt amendment No. 3.  Please request
your auditors to provide a currently da ted and signed consent for your latest
amendment prior to requesting effectiveness.
16. We refer to the last sentence in the consen t that reads: “We consent to the use of
the aforementioned report cont ained in Amendment No. 2 to die
 Registration
Statement and Prospectus and to die use of our name as it appears under the
caption “Experts” (emphasis added).  Please request your auditors to correct this
language.
 Exhibit 23.3

 17. We note that WIPFLi’s consent does not incl ude a consent to the references to the
firm in Note A – Summary of Signifi cant Accounting Policies, Stock Option
Plans of the financial statements.  Pleas e request WIPFLi to provide a consent to
those references.  Refer to Rule 436 a nd Item 601(b)(23) of Regulation S-K.

*  *  *  *  *  *  *

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

Neal Verfuerth
Orion Energy Systems, Inc. November 27, 2007 Page 4  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