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     FOLEY & LARDNER LLP
ATTORNEYS AT LAW

     777 EAST WISCONSIN AVENUE

MILWAUKEE, WISCONSIN  53202-5306

414.271.2400  TEL

414.297.4900  FAX

www.foley.com

     November 2, 2007

     WRITER’S DIRECT LINE

414.297.5662

sbarth@foley.com  EMAIL

     VIA EDGAR AND FAX

     CLIENT/MATTER NUMBER

042365-0111

Mr. Russell Mancuso
Branch
Chief
U.S.           Securities and Exchange Commission
Division of Corporation Finance

100 F Street,           N.E.
Washington, DC 20549

 Re:
Orion
Energy Systems, Inc.
Registration Statement on Form S-1
File No. 333-145569

Dear Mr. Mancuso:

        On
behalf of our client, Orion Energy Systems, Inc., a Wisconsin corporation (the
“Company”), we are writing to you in response to comment 25 of the Staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”)
set forth in the Staff’s letter, dated September 18, 2007, and comment 8 of the Staff
set forth in the Staff’s letter, dated October 22, 2007, with respect to the
above-referenced filing (the “Registration Statement”).

        With
respect to the foregoing, we supplementally advise the Staff that the Company currently
anticipates that it will provide in a subsequent amendment to the Registration Statement a
preliminary estimated initial public offering price range of approximately $15 to $17 per
share. This estimated preliminary price range is subject to then prevailing economic,
market and industry conditions, Company financial performance, factors and events
affecting comparable companies, business and regulatory conditions and other factors and
circumstances.

        We
also supplementally advise the Staff that, based on such preliminary estimated offering
price range, the Company intends to include the following disclosure under
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations — Critical Accounting Policies and Estimates – Stock-Based
Compensation” on page 53 as a new paragraph immediately prior to the paragraph that
currently begins “After the closing of this offering…":

BOSTON

BRUSSELS

CHICAGO

DETROIT

JACKSONVILLE

LOS ANGELES

MADISON

MILWAUKEE

NEW YORK

ORLANDO

SACRAMENTO

SAN DIEGO

SAN DIEGO/DEL MAR

SAN FRANCISCO

SILICON VALLEY

TALLAHASSEE

TAMPA

TOKYO

WASHINGTON, D.C.

Mr. Russell Mancuso

November 2, 2007
Page 2

“Our
estimated initial public offering price of $16 (the midpoint of range set forth on the
cover of this prospectus) represents a significant increase in the value of our common
stock from the fair value of our common stock as assessed by our compensation committee
and board of directors as of July 27, 2007 and as assessed by Wipfli in its
April 30, 2007 valuation report (each of which assessments took into account our
potential near-term initial public offering). One of the principal reasons for this
increase in value of our common stock implied by our estimated initial public offering
price is attributable to the August 2007 investment in our company by GEEFS, as supported
by the significant increase in value realized by a European publicly-traded alternative
energy company which received a similar type of investment by GEEFS in early 2007. This
increase is also in significant part attributable to our improved results of operations
for our fiscal 2008 second quarter following our strong fiscal 2008 first quarter, and our
expectations for continued increased revenue for the remainder of our fiscal 2008. During
our second fiscal quarter, we realized further customer acceptance of our comprehensive
energy management systems, as well as an increased volume of large customer roll-out
initiatives. Another important reason for this increase is related to the increase in
valuation multiples of comparable public companies during this period, particularly due to
(i) the impact of the initial public offering by another company in the energy
management sector, which was completed in May 2007, and its subsequent stock price
performance; (ii) the impact of two recently announced follow-on public offerings by
companies in the energy management sector, in part resulting from their recent stock price
performance; (iii) the overall increased market values of other publicly-traded
comparable companies in the energy management and alternative energy sectors; (iv) the
increased market values of certain other publicly-traded comparable companies in the
energy management sector resulting from several announced acquisitions of privately-held
energy management companies, and the implied valuations attributable to such acquired
companies; and (v) the valuation implied by the June 2007 announced acquisition
of a publicly-traded comparable company in the lighting systems and equipment sector.
Additionally, overall capital market conditions have remained strong during this period
and have improved since the impact of the mid-summer credit market volatility. In
particular, market conditions have improved significantly for publicly-traded companies in
the energy management and alternative energy sectors and for initial and follow-on public
offerings of energy management, alternative energy and clean technology companies. Our
estimated initial public offering price also reflects the increased value of our common
stock associated with it becoming a publicly-traded security, compared to the relative
lack of marketability of our common stock prior to this offering.”

*  *  *  *

        If
the Staff has any questions with respect to the foregoing, please contact the undersigned
at (414) 297-5662 or Peter C. Underwood at (414) 297-5630.

Very
truly yours,

/s/ Steven R. Barth

Steven R. Barth

Enclosures

cc:
Joseph
McCann
Dennis Hult
Kaitlin Tillan
   Securities and Exchange Commission
Neal R. Verfuerth
Daniel
J. Waibel
Eric von Estorff
   Orion Energy Systems, Inc.
Carl R. Kugler
Peter C. Underwood

   Foley & Lardner LLP
Kirk A. Davenport II
   Latham & Watkins LLP