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SEC Comment Letter for ORION ENERGY SYSTEMS, INC. (OESX) (CIK 0001409375) (OESX) — Mar 3, 2017

ORION ENERGY SYSTEMS, INC. (OESX) (CIK 0001409375)
Date: March 3, 2017 · CIK: 0001409375 · Accession: 0000000000-17-007186

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File numbers found in text: 333-216324

Date
March 3, 2017
Author
/s/ Celeste M. Murphy for
Form
UPLOAD
Company
ORION ENERGY SYSTEMS, INC. (OESX) (CIK 0001409375)

Letter

Mail Stop 3720 March 3, 2017 John H. Scribante Chief Executive Officer Orion Energy Systems , Inc. 2210 Woodland Drive Manitowoc, Wisconsin 54220

Re: Orion Energy Systems , Inc. Registration Statement on Form S-3 Filed February 28 , 2017 File No. 333-216324

Dear Mr. Scribante :

This is to advise you that we have not reviewed , and will not review , your registration statement .

Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please contact Gregory Dundas, Attorney -Advisor, at (202) 551 -3436 with any quest ions.

Sincerely,
/s/ Celeste M. Murphy for

Show Raw Text
Mail Stop 3720
March  3, 2017

John H. Scribante
Chief Executive  Officer
Orion Energy Systems , Inc.
2210 Woodland Drive
Manitowoc, Wisconsin 54220

Re: Orion Energy Systems , Inc.
 Registration Statement on Form S-3
Filed  February 28 , 2017
  File No.  333-216324

Dear Mr. Scribante :

This is to advise you that we have not  reviewed , and will not review , your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please contact  Gregory Dundas, Attorney -Advisor,  at (202) 551 -3436 with any quest ions.

Sincerely,

 /s/ Celeste M. Murphy for

 Larry Spirgel
Assistant Director
AD Office 11 - Telecommunications

cc: Steven R. Barth , Esq.