SecProbe.io

April 28, 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 reviewed your response letter dated April 4, 2011 and your filings and have the following comments.  As noted in our letter da ted March 23, 2011, we have limited our review to
only your financial statements and related disclo sures 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. We note your response to comments one and three from our letter dated March 23,
2011.  Tell us how you determined the appropriate depreciation period for the equipment under both your OTA and PAA ag reements.  We note that under both
agreements the useful life of the underlying a ssets exceeds the contr act life.  Also if
the contract is not renewed after one year  tell us how you account for the assets and
how this factors into your evaluation of the depreciation period.

Mr. Jensen Orion Energy Systems, Inc. April 28, 2011 Page 2

2. We note your response to comment one from  our letter dated March 23, 2011.  Please
address the following items:

 Tell us who retains title to the assets in  the OTA and PPA agreements sold to the
equipment financing company.
 Describe what happens to the assets a nd who retains ownership if the agreement
is not renewed.
 You indicate that payments are received  from the equipment financing company
over a four-year period. Tell us if you r eceive payments before the monthly
payments are collected from your customers and describe the timing of payments.
 Tell us who collects the cash from the customer.
 Explain the primary business purposes for involving the financing company.
 Tell us why the finance company is willing to assume the risk that customers will
not renew the agreements.
 If the agreement is not renewed by the custom ers, tell us if you still have the right
to collect the payments from the financing company.
 3. You state in your response that you app lied the provisions of  ASC 860 in accounting
for the sale of OTA contracts.  We not e that the scope sec tion of ASC 860-10-15
indicates that this topic does not addr ess the transfers of unrecognized financial
assets, for example, minimum lease paymen ts to be received under operating leases.
Tell us why you believe it is appropriate to recognize revenue for future payments
when OTA agreements are sold to the financing company.  Please tell us the
consideration you gave to treati ng this as a financing transaction, similar to a sale of
future revenues addressed in ASC 470-10-25, Sales of Future Revenues.  Also discuss
the consideration given similar transactions  addressed in the implementation guidance
on software revenue recognition in ASC 985-605-55-31and 32 where extended
payment terms are transferred or converted to cash without rec ourse to the vendor.
Upon satisfaction of the reve nue recognition model, the underlying cash flows would
constitute a receivable and would then be eligible for sales treatment under ASC 860.

Please file all correspondence over EDGAR.   You may contact Michael Henderson,
Senior Accountant, at (202) 551-3364 or Terry French, Accountant Branch Chief, at (202) 551-
3828 if you have questions regarding comments on th e financial statements and related matters.
Please contact me at (202) 551-3810 with any other questions.
 Sincerely,

Larry Spirgel Assistant Director