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ORION ENERGY SYSTEMS, INC.

2210 Woodland Drive

Manitowoc, Wisconsin 54220

June 24, 2011

VIA EDGAR 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. (OESX; File No. 1-33887) — Request for Waiver

Regarding Proposed Format of Potential Financial Statement Restatements

Mr. Spirgel:

          We are writing to request that the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (“SEC”) grant a waiver regarding our proposed format for our potential financial
statement restatements. As you are aware, on June 15, 2011, we submitted a letter to the Office of
the Chief Accountant of the SEC (the “OCA Letter”) requesting a consultation regarding the proper
accounting treatment for our customer financing transactions for the sale of our energy-efficient
lighting systems through the use of lease-type energy supply contracts we call Orion Throughput
Agreements (“OTAs”). As set forth in the OCA Letter, on June 9, 2011, we, together with our
independent registered public accounting firm and a third party independent accounting firm,
concluded that generally accepted accounting principles require us to account for our transactions
under our historical OTAs as sales-type leases instead of our current accounting treatment of such
transactions as operating leases. The OCA Letter requests that the
Office of the Chief Accountant not
object to our conclusion.

          If
the Office of the Chief Accountant does not object to our determination that sales-type
accounting treatment for our historical OTA contracts is appropriate, then we will be required to
restate our financial statements for fiscal 2010 (including each fiscal quarter therein) and for
our first three quarters of fiscal 2011, as well as the recently reported preliminary results for
our fourth quarter of fiscal 2011 and our full fiscal year 2011.

          Since we have not yet filed our Annual Report on Form 10-K for our fiscal 2011 year ended
March 31, 2011 pending the decision of the Staff with respect to the OCA Letter, we hereby request
that the Staff grant us a waiver permitting us to include all of our restated financial statements
mentioned above in our Annual Report on Form 10-K for the fiscal 2011 year ended March 31, 2011
without amending our prior reports. In our fiscal 2011 Form 10-K, we would also highlight the
material changes to our Management’s Discussion and Analysis for the applicable quarterly and
annual periods as a result of the restatements.

June 24, 2011

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          We recognize that the Securities Exchange Act of 1934, as amended, requires us to file reports
with the SEC and to determine the accuracy and the adequacy of the information provided in those
reports and that, generally, previously filed reports containing financial statements determined to
be materially misstated require amendment. However, we believe that the filing of numerous
amendments may impact the ability of a reader of our financial statements to easily and fully
understand the impact of our restatements as we would be required to amend six Form 10-Qs for the
quarterly periods ended June 30, 2009 through December 31, 2010 as well a Form 10-K for the fiscal
year ended March 31, 2010. We believe that restating all of our financial statements in our Annual
Report on Form 10-K for our fiscal 2011 year ended March 31, 2011 would provide investors with one
filing that allows them to easily and fully understand the impact of the restatements without
having to review multiple filings. Furthermore, amending all of our previously filed reports would
be extremely burdensome.

          Accordingly, we respectfully request that the Staff grant a waiver regarding our proposed
format of our potential financial statement restatements by including of all of our restated
financial statements and related disclosures in our upcoming Form 10-K for the fiscal 2011 year
ended March 31, 2011 filing without amending our prior reports.

          Please contact me at 920-892-5454 if you have any questions regarding this letter or need
additional information.

    Thank you very much,

Scott R. Jensen

Chief Financial Officer

    cc:

     Michael Henderson

Terry French

  Securities and Exchange Commission

Neal R. Verfuerth

Michael Altschaefl

Marc Meade

  Orion Energy Systems, Inc

Bert Fox

Chris Timm

  Grant Thornton LLP

Steven R. Barth

  Foley & Lardner LLP

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