SecProbe.io

March 23, 2011
 Mr. Scott R. Jensen Chief Financial Officer Orion Energy Systems, Inc. 2210 Woodland Drive Manitowoc, Wisconsin 54220
Re: Orion Energy Systems, Inc.
Form 10-K for the fiscal year ended March 31, 2010 Filed June 14, 2010
  Form 10-Q for the quarter ended December 31, 2010
File No. 1-33887

Dear Mr. Jensen:

 We have limited our review to only your fina ncial statements and related disclosures and
do not intend to expand our review to other portions of your documents.
 Please provide us with
the requested information so we may better understand your disclosure.

Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 10-K for the fiscal year ended March 31, 2010

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
Critical Accounting Policies and Estimates, page 44

1. Provide us with a detailed analysis of your Orion Virtual Power Plant Agreements
(OVPP) and Orion Throughput Agreements (O TA) financing programs. Tell us how you
applied the guidance in ASC 840 or other accounting guidance in determining the
appropriate accounting treatment fo r these transactions, includi ng the sale of future cash
flows and residual rights to equipment to an  unrelated third part y.  In your response,
please describe the material terms of the agreements, including the following:
 your obligations under the agreements and how you evaluated the impact of these
obligations in recording the sale of future  payment streams or contract rights to
third parties,
 the term of the agreements, including renewal periods,
 the details of the right of return, and

Mr. Jensen Orion Energy Systems, Inc. March 23, 2011 Page 2

 the details of the early buyout provisions.

2. Describe in your response th e selling and administrative costs and expenses you are
deferring under the OTA and OVPP agreements and your basis for deferral.  In this
regard we note that in some instances you di sclose that all costs are expensed up front
and in other instances you stat e that most are expensed up fr ont.  Also describe the costs
of revenues that you are deferring, your basi s for the deferral, and your basis for the
amortization period for the related deferred costs.
 Form 10-Q for the quarterly period ended December 31, 2010

Note B – Summary of Significant Accounting Policies
Revenue Recognition, page 9

3. Please address comments one and two above, as applicable, in regards to your solar
power purchase (PPA) financing program.

Please file all correspondence over EDGAR.  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
the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules
require.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for th e accuracy and adequacy of  the disclosures they
have made.                In responding to our comments, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.
 You may contact Michael He nderson, Staff Accountant, at (202) 551-3363 or Terry
French, Accountant Branch Chief, at (202) 551 -3828 if you have questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551-3810 with any
other questions.
Sincerely,

Larry Spirgel
Assistant Director