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SEC Company Response from ORION ENERGY SYSTEMS, INC. (OESX) (CIK 0001409375) (OESX) — May 11, 2011

ORION ENERGY SYSTEMS, INC. (OESX) (CIK 0001409375)
Date: May 11, 2011 · CIK: 0001409375 · Accession: 0000950123-11-048950

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File numbers found in text: 001-33887

Referenced dates: March 23, 2011

Date
May 11, 2011
Author
Assistant Director
Form
CORRESP
Company
ORION ENERGY SYSTEMS, INC. (OESX) (CIK 0001409375)

Letter

Via EDGAR System and Overnight Mail Division of Corporation Finance 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. 001-33887

Dear Mr. Spirgel:

Orion Energy Systems, Inc. (the “Company”), a Wisconsin corporation (File No. 001-33887), has received the comment letter from the Staff of the Securities and Exchange Commission (the “Staff”), dated April 28, 2011, in response to the Company’s reply letter, dated April 4, 2011, to the comment letter from the Staff dated March 23, 2011.

Both comment letters were related to the above-referenced filings. We wish to thank you and the other members of the Staff for providing us with your further comments. The Company notes that the Staff has requested that the Company either (i) respond to the Staff’s comments within ten business days or (ii) inform the Staff as to when the Company will provide a response to the comments. The Company has carefully reviewed and considered the Staff’s comments and is in the process of preparing a response to the comments. The Company contacted Mr. Michael Henderson over the phone on May 11, 2011 to discuss a time extension to file its response to the comment letter. Based on that discussion, the Staff preliminarily agreed to extend the time to respond to the Staff’s comments by ten business days, to May 26, 2011.

If the Staff has any questions with respect to the foregoing, please contact the undersigned at (920) 892-5454.

Very truly yours,
ORION ENERGY SYSTEMS, INC.

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CORRESP
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corresp

ORION ENERGY SYSTEMS, INC.

2210 Woodland Drive

Manitowoc, Wisconsin 54220

May 11, 2011

Via EDGAR System and Overnight Mail

Mr. Larry Spirgel

Assistant Director

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549-3561

         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. 001-33887

Dear Mr. Spirgel:

     Orion Energy Systems, Inc. (the “Company”), a Wisconsin corporation (File No. 001-33887), has
received the comment letter from the Staff of the Securities and Exchange Commission (the “Staff”),
dated April 28, 2011, in response to the Company’s reply letter, dated April 4, 2011, to the
comment letter from the Staff dated March 23, 2011.

     Both comment letters were related to the above-referenced filings. We wish to thank you and
the other members of the Staff for providing us with your further comments. The Company notes that
the Staff has requested that the Company either (i) respond to the Staff’s comments within ten
business days or (ii) inform the Staff as to when the Company will provide a response to the
comments. The Company has carefully reviewed and considered the Staff’s comments and is in the
process of preparing a response to the comments. The Company contacted Mr. Michael Henderson over
the phone on May 11, 2011 to discuss a time extension to file its response to the comment letter.
Based on that discussion, the Staff preliminarily agreed to extend the time to respond to the
Staff’s comments by ten business days, to May 26, 2011.

     If the Staff has any questions with respect to the foregoing, please contact the undersigned
at (920) 892-5454.

    Very truly yours,

ORION ENERGY SYSTEMS, INC.

    By:
    /s/ Scott R. Jensen

    Scott R. Jensen

    Chief Accounting Officer

         cc:

    Michael Henderson

Terry French

Securities and Exchange Commission