SecProbe.io

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 March 11, 2026

Sally A. Washlow
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 March 6, 2026
 File No. 333-294101
Dear Sally A. Washlow:

 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 Jenny O'Shanick at 202-551-8005 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Garrett F. Bishop
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 ORION ENERGY SYSTEMS, INC.
 2210 Woodland Drive
 Manitowoc, Wisconsin 54220
 March 11, 2026 VIA EDGAR
 United States Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549

 Re:
 Orion Energy Systems, Inc.
 Registration Statement on Form S-3 (Registration No. 333-294101)
 Ladies and Gentlemen: Pursuant to Rule 461
under the Securities Act of 1933, as amended, the undersigned registrant, Orion Energy Systems, Inc., hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective at 10:00 a.m.,
eastern time, on March 16, 2026, or as soon as practicable thereafter.

 Very truly yours,

 ORION ENERGY SYSTEMS, INC.

 By:

 /s/ J. Per Brodin

 J. Per Brodin

 Chief Financial Officer

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 ORION ENERGY SYSTEMS, INC.

2210 Woodland Drive

Manitowoc, Wisconsin 54220

March 9, 2023

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Gregory Herbers

Re:
 Orion Energy Systems, Inc.

Registration Statement on Form S-3 (Registration No. 333-270197)

 Mr. Herbers:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant, Orion Energy
Systems, Inc., hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective at 4:00 p.m., eastern time, on March 10, 2023, or as soon as practicable
thereafter.

Very truly yours,

ORION ENERGY SYSTEMS, INC.

By:

/s/ J. Per Brodin

J. Per Brodin

Chief Financial Officer

United States securities and exchange commission logo
March 8, 2023
Per Brodin
Chief Financial Officer
Orion Energy Systems, Inc.
2210 Woodland Drive
Manitowoc, Wisconsin 54220
Re:Orion Energy Systems, Inc.
Registation Statement on Form S-3
Filed March 1, 2023
File No. 333-270197
Dear Per Brodin:
            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 Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Garrett F. Bishop

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 ORION ENERGY SYSTEMS, INC.

2210 Woodland Drive

Manitowoc, Wisconsin 54220

March 10, 2020

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Thomas Jones

Re:
 Orion Energy Systems, Inc.

Registration Statement on Form S-3 (Registration No. 333-236837)

 Mr. Jones:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant, Orion Energy Systems, Inc., hereby requests that
the above-referenced Registration Statement (the “Registration Statement”) be declared effective at 4:00 p.m., eastern time, on March 12, 2020, or as soon as practicable thereafter.

Very truly yours,

ORION ENERGY SYSTEMS, INC.

By:

/s/ William T. Hull

William T. Hull

Chief Financial Officer

March 9, 2020
Michael W. Altschaefl
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 March 2, 2020
File No. 333-236837
Dear Mr. Altschaefl:
            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 Thomas Jones at 202-551-3602 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Steven R. Barth, Esq.

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 ORION ENERGY SYSTEMS, INC.

2210 Woodland Drive

Manitowoc, Wisconsin 54220

March 3, 2017

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Gregory Dundas

Re:
Orion Energy Systems, Inc.

Registration Statement on Form S-3 (Registration No. 333-216324)

Mr. Dundas:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, the undersigned registrant, Orion Energy Systems, Inc., hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective at 1:00 p.m., central time,
on March 8, 2017, or as soon as practicable thereafter.

Very truly yours,

ORION ENERGY SYSTEMS, INC.

By:

/s/ William T. Hull

William T. Hull

Chief Financial Officer

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.

August 1, 2011
 Via US Mail

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
Filed February 9, 2010 File No. 1-33887

Dear Jensen:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filing include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
  /s/ Terry French  for
Larry Spirgel Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

       June 28, 2011

Scott R. Jensen
Chief Financial Officer
Orion Energy Systems, Inc. 2210 Woodland Drive
Manitowoc, WI 54220

Re: Orion Energy Systems, Inc.
 File No.  001 -33887

Dear Mr . Jensen :
  The Division of Corporation Finance received a copy of  your letter addressed to the
Office of the Chief Accountant of the Securities and Exchange Commission dated June 15, 2011 as  well as the correspondence you submitted through EDGAR on June 24, 2011 detailing  Orion
Energy Systems, Inc.’s (the “Company”) pr oposal  not to file an amended Form 10- K for fiscal
2010 and amended Forms 10-Q for fiscal 2011 and 2010 since you have yet to file your Form
10-K for the fiscal 2011 year ended March 31, 2011 (“2011 Form 10- K”).  In addition, you
indicate in your letters that the restatement impacts only fiscal 2011 and 2010, and you will
highlight in your 2011 Form 10- K the material changes to your MD&A for the applicable
quarterly and annual periods impacted by the restatements.   In connection with your letter s, the Divi sion of Corporation Finance  believe s it is
appropriate to note that the Company  is responsible under the federal securities laws and
regulations to file the required reports with the Commission and to determine the accuracy and adequacy of the information provided.  To be in full compliance with the reporting requirements of the Exchange Act, the Company  is required to amend any of its filings that contain materially
inaccurate financial statements.  However, this Division will not object to the Company’s proposal  to reflect the restated amounts in its 2011 Form 10- K with appropriate discussion of
material changes in MD&A for the applicable quarterly and annual periods , provided that filing
also includes the additional information described below, which will  bring the Company ’s
information up to date.
  With respect to the restated financial statements and related disclosures, the Company
should include within its 2011 Form 10- K the following:
• Audited restated annual financial  statements as of and for the fis cal year  ended
March 31, 2010.
• Unaudited restated condensed financial information presented for the balance sheets
and statements of income presented pursuant to Item 302 of Regulation S -K and
presented in a level of detail consistent with S -X Article 10 -01(a)(2) and (3), and
appropriate portions of 10- 01(b), for each of the four quarterly periods in the
applicable fiscal years.

Mr. Scott R. Jensen
June 2 8, 2011
Page 2

• Footnotes reconciling previously filed annual and quarterly financial information to
the restated financial information, on a line -by-line basis, with explanatory
disclosures describing the nature of the restatements , as described in ASC 250- 10-
50.
• Selected Financial Data for the most recent five years  as required by Item 301 of
Regulation S -K, restated as necessary, and with  columns labeled "restated .”

 Additionally, when the Company files its Forms 10 -Q for the interim periods in fiscal
2012, the Company should re -label the restated fiscal 2011 interim periods “restated” and present
all of the required restatement disclosures in  ASC 250- 10-50 in each of the affected fiscal 2012
Forms 10- Q.
  A number of rule and form eligibility standards under the Securities Act and the
Exchange Act – such as, for example, Regulation S, Rule 144, Form S -3, and Form S -8 –
require, among other thi ngs, that issuers wishing to avail themselves of that rule or form be
subject to the Exchange Act reporting requirements and have filed all material required to be filed pursuant to Exchange Act Section 13 or 15(d) for a specified period of time (this requirement is referred to commonly as the requirement that the issuer be “current ” in its
Exchange Act reports ).  The Division of Corporation Finance’s  determination to accept the filing
as described in your letter and above will not result in the Company  becoming “current” in its
Exchange Act reports; rather, the Company ’s only means of satisfying th e “current” reporting
requirement continues to be its filing of all required materials during the period specified in a particular rule or form.  For specific con sideration of the Company ’s eligibility to rely on
specific rules or forms going forward, please contact the Division’s Office of Chief Counsel.   Finally, please understand that this Division’s determination regarding the acceptance of
the described filin g does not foreclose any future enforcement action with respect to the
Company ’s filings or failures to file under the Exchange Act.

The staff’s conclusion is based solely on the information included in your letter.
Different or additional material infor mation could lead to a different conclusion.  If you have any
questions regarding this letter, p lease call me at ( 202) 551- 3299.

Sincerely,
   Mark C. Shannon Associate Chief Accountant
Division of Corporation Finance

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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

Page 2

          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

2

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ORION ENERGY SYSTEMS, INC.

2210 Woodland Drive

Manitowoc, Wisconsin 54220

May 13, 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), in
response to the comments of the Staff of the Securities and Exchange Commission (the “Staff”) set
forth in the Staff’s letter, dated April 28, 2011 (the “Comment Letter”), provides the following
responses with respect to the above-referenced filings. The numbered items set forth below repeat
(in bold italics) the comments of the Staff reflected in the Comment Letter, and following such
comments are the Company’s responses (in regular type).

Form 10-K for the fiscal year ended March 31, 2010

Item 7. Management’s Discussion and Analysis 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 PPA agreements. We note that under both agreements the useful life of the underlying
assets exceeds the contract 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.

     We respectfully advise the Staff that we have determined the depreciation period for
the energy management systems under an OTA agreement in accordance with ASC 360-10 taking

Mr. Larry Spirgel

May 13, 2011

into consideration our historical experience with OTA customers by determining the
residual value at the end of each 12-month renewal period and depreciating the expense
related to the current 12-month OTA term. Our assessment assumes that the equipment will
have a service period not exceeding the initial 12-month term and the four successive
renewal terms. Management has reached this conclusion based upon our continual product
developments and improvements of energy management systems to the point where the older
technologies have limited residual value to us and we have estimated that it would be more
costly to repossess the old product. For example, in the last six months, we retrofitted
10,000 of our legacy lighting platforms at five facilities for an existing customer,
replacing our legacy product with improved lighting platforms and energy management controls
systems. The original product had been in service for approximately 5 years. Additionally,
the Company is involved with researching and using various light emitting diode (LED)
technologies as a light source for our lighting platforms. While LED up to this point has
been highly costly, the technology continues to evolve and has the potential for future
exchanges of our legacy lighting platforms.

     Upon the final renewal term, the customer has exceeded 75% of our estimate of the
equipment’s economic life and the transfer of ownership at the end of the final 12-month
term is clear. At the end of the final 12-month term, the Company abandons the underlying
asset and ownership of the underlying asset transfers to the customer. In the event that a
customer would ever choose not to renew its OTA contract, the Company would repossess the
underlying lighting and energy management system, classify it as inventory on our financial
statements and value the inventory at its lower of cost or market in accordance with ASC
330-10-35-1, and remarket the system. Any difference from the net book value of the system
at the time of non-renewal and the determination of lower of cost or market value would be
reported as a loss in the current period.

     The depreciation period for the equipment under a PPA agreement is depreciated over our
assessment of the useful life of the asset in accordance with ASC 360-10 taking into
consideration the equipment manufacturer’s estimates and engineering evaluations. In the
event that a customer would ever choose to terminate its PPA contract, the Company would
repossess the underlying equipment, classify it as inventory on our financial statements and
value the inventory at its lower of cost or market in accordance with ASC 330-10-35-1, and
remarket the system. Any difference from the net book value of the system at the time of
non-renewal and the determination of lower of cost or market value would be reported as a
loss in the current period.

    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.

     To clarify, we have never sold a PPA agreement to an equipment finance company. In the
event that the Company sells the OTA equipment and assigns the contractual rights to the
operating lease payments to an equipment finance company, title to the underlying energy
management assets transfers to the equipment finance company at the time the bill of sale is
executed by both parties.

    •

    Describe what happens to the assets and who retains ownership if the agreement is
not renewed.

     In the event that a customer would not renew an OTA contract that has been sold by us
on a non-recourse basis to a third party finance company, the finance company would have the

2

Mr. Larry Spirgel

May 13, 2011

right to repossess the assets and remarket the system. The finance company acquired the
assets at the time the bill of sale was executed.

    •

    You indicate that payments are received from the equipment financing company over a
four-year period. Tell us if you receive payments before the monthly payments are
collected from your customers and describe the timing of payments.

     The Company does receive proceeds upon the sale of the OTA equipment and the assignment
of the operating lease payments in advance of the finance company’s receipt of payments from
the end customers. The Company sells the equipment to the finance company and receives 60%
of the contract value at the time the bill of sale is executed. The remaining cash is
received by the Company in the following manner: 12.5% at the end of the second year, 12.5%
at the end of the third year, 10.0% at the end of the fourth year and the remaining balance
at the end of the customer’s final contract term.

    •

    Tell us who collects the cash from the customer.

     Upon execution of the sale of the OTA equipment and the assignment of the operating
lease payments to the third party finance company, the equipment finance company assumes
full responsibility and risk for collecting customer payments under the OTA contract.

    •

    Explain the primary business purposes for involving the financing company.

     Due to management’s conclusion of operating lease treatment under ASC 840-10, the
Company’s primary business purposes in selling the OTA equipment and the assignment of the
operating lease payments to an independent finance company, without recourse, is to 1)
generate revenue for the Company; 2) provide cash flow to the Company; and 3) eliminate
activities that are not core competencies of the Company. Equipment finance companies
already have systems and experienced personnel in place to manage equipment finance
contracts. Selling the contracts allows the Company to focus on its strengths, which are
manufacturing and selling energy management goods and services.

    •

    Tell us why the finance company is willing to assume the risk that customers will
not renew the agreements.

     We cannot speak on behalf of the finance company. We can offer some background on the
finance company that we have dealt with. Northland Capital Financial Services, LLC has been
in the business of financial services for approximately 15 years, focusing on equipment
finance in the agricultural, transportation, fabrication and renewable energy solutions
markets. Since Northland Capital has financing and
asset management experience in each of these markets, which could be perceived as higher
risk markets, the 12-month nature of the OTA contract falls within the scope of their risk
tolerance. Northland Capital was listed in Monitor Daily, an industry magazine, as the one of
the top 15 Private Independent lessors in the country for 2010 and in the top 100 of all
leasing companies nationwide. The finance company has access to capital through CoBank, a
$66 billion cooperative bank, and other sources. The Company has no ownership interest or controlling interest with any of the
financing sources. The finance company is in the business of evaluating residual risk on all
types of equipment finance transactions. Effectively, the finance company has priced its
evaluation of risk of non-renewals into their purchase discount rate.

3

Mr. Larry Spirgel

May 13, 2011

    •

    If the agreement is not renewed by the customers, tell us if you still have the
right to collect the payments from the financing company.

     In the event that an OTA contract would not be renewed by a customer, the finance
company would not be relieved of its obligation to make future payments to the Company as
the OTA equipment was sold and the assignment of the operating lease payments were made on a
non-recourse basis.

    3.

    You state in your response that you applied the provisions of ASC 860 in accounting for the
sale of OTA contracts. We note that the scope section of ASC 860-10-15 indicates that this
topic does not address the transfers of unrecognized financial assets, for example, minimum
lease payments 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 treating 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 985-605-55-31 and 32 where
extended payment terms are transferred or converted to cash without recourse to the vendor.
Upon satisfaction of the revenue recognition model, the underlying cash flows would constitute
a receivable and would then be eligible for sales treatment under ASC 860.

     To further clarify the revenue recognition related to the sale of the OTA equipment and
the assignment of the operating lease payments to an equipment finance company, the Company
sells the underlying equipment and assigns the contractual rights to the operating lease
payments. According to the codification on leases, ASC 840-20-40-3 allows for the sale of
property subject to an operating lease as long as the seller does not retain substantial
risks of ownership in the leased property. In the sale of the equipment to the finance
company, the Company retains no risks of ownership as the finance company has acquired title
to the equipment and the ability to pledge the underlying assets. In the event of default
by the lessee, the Company has no obligation to acquire the equipment, substitute an
existing lease or secure a replacement under a marketing agreement. The finance company may
elect to hire the Company to remarket the product at a reasonable cost to repossess and
remarket the product. The Company also is not obligated to give priority to the disposition
of the product according to the terms within the bill of sale with the finance company.

     Due to the transfer of title to the assets upon the execution of the bill of sale, the
Company determined that the provisions of ASC 470-10-25 did not apply as the transaction
does meet the requirements of a sale, including transfer of title and rights to the
equipment and the OTA contracts. The Company has no continuing involvement in the finance
company’s generation of cash flows from the OTA contracts and there are no obligations to
return proceeds received from the sale to the finance company. Effectively, the finance
company’s return on its investment comes directly from the collection of payments under the
OTA contracts and is not impacted by the Company.

     The Company does not believe the provisions of ASC 985-605-55-31 or 32 related to
software revenue recognition apply as the sale proceeds are fixed at the time the bill of
sale is executed and has no variable component based upon usage or a right of return
provision. Additionally, the Company believes that collectability is probable based upon its
experience

4

Mr. Larry Spirgel

May 13, 2011

related to collecting all payments due from the financing company from prior sales of
OTA contracts.

*     *     *     *     *

     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

5

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

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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

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ORION ENERGY SYSTEMS, INC.

2210 Woodland Drive

Manitowoc, Wisconsin 54220

April 4, 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), in
response to the comments of the Staff of the Securities and Exchange Commission (the “Staff”) set
forth in the Staff’s letter, dated March 23, 2011 (the “Comment Letter”), provides the following
responses with respect to the above-referenced filings (the “Filings”). The numbered items set
forth below repeat (in bold italics) the comments of the Staff reflected in the Comment Letter, and
following such comments are the Company’s responses (in regular type).

Form 10-K for the fiscal year ended March 31, 2010

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies and Estimates, page 44

    1.

    Provide us with a detailed analysis of your Orion Virtual Power Plant Agreements (OVPP) and
Orion Throughput Agreements (OTA) financing programs. Tell us how you applied the guidance in
ASC 840 or other accounting guidance in determining the appropriate accounting treatment for
these transactions, including the sale of future cash flows and residual rights to equipment
to an unrelated third party. In your response, please describe the material terms of the
agreements, including the following:

    •

    your obligations under the agreements and how you evaluated the impact
of these obligations in recording the sale of future payment streams or
contract rights to third parties,

    •

    the term of the agreements, including renewal periods,

    •

    the details of the right of return, and

    •

    the details of the early buyout provisions.

Mr. Larry Spirgel

April 4, 2011

Page 2

     We respectfully advise the Staff that the Company sells products to our customers on a
cash basis, but also offers a financing program called Orion Throughput Agreements (OTAs) or
Orion Virtual Power Plant (OVPP) Agreements. We use the terms OTA and OVPP synonymously, and
the terms and conditions for each type of agreement are identical. Hereafter, in this
response, we will use the term OTA as a reference to both types of aforementioned
agreements.

     Our obligation under the OTA contract is to manufacture and install any combination of
high intensity fluorescent (HIF) lighting fixtures and energy management wireless controls
on behalf of our customers. The financing program in substance is a lease agreement which
covers an initial period of 12 months, during which time the customer makes fixed monthly
rental payments. At the end of the initial 12-month period, the customer may either return
the product or renew the OTA agreement for the next 12-month period. There are no return
provisions during the 12-month contract term. The full term of the agreement, which includes
four renewable 12-month terms, is typically five years, but may be less dependent upon a
customer’s facility lease terms or as a result of our credit underwriting decisions. At the
end of the final 12-month term, the rights of ownership of the lighting system automatically
transfer to the customer. The OTA agreement includes a predetermined early buyout schedule,
which is an estimate of the fair value of the equipment that allows the customer to purchase
the HIF system at any time during the contract term.

     For revenue recognition purposes, we treat OTA contracts as operating leases and
recognize revenue on a monthly basis over the 12-month term of the agreement. The renewal
terms are not considered part of the initial lease term as renewal is strictly within the
control of the customer and the Company cannot conclude whether such renewals are assured.
Contracts in the final renewal year are treated as capital leases as ownership of the HIF
lighting system transfers to the customer. Due to the timeframe in which we have used OTA
contracts, contracts in their final renewal year have not been significant.

     For all OTA contracts, we do not begin the revenue recognition process until the
customer has signed an OTA acceptance certificate providing their acknowledgement and
agreement that the system has been installed and is operating as designed. Our revenue from
OTA agreements is based upon a fixed monthly price and is not dependent upon the amount of
energy savings generated. Under Generally Accepted Accounting Principles (GAAP) and
Accounting Standards Codification (ASC) 840, the OTA agreement is treated as an operating
lease for revenue recognition purposes for the following reasons: during the 12-month
contractual term, no transfer of ownership occurs; no bargain purchase price exists; the
estimated economic life of an HIF system is substantially longer than the 12-month terms of
the OTA agreement; and the present value at the beginning of the lease term of the minimum
lease payments does not exceed 90% of the fair value of the leased HIF system. Additionally,
collectability of the monthly lease payments is reasonably predictable and, due to the fact
that the customer must agree in writing that the system has been installed and is operating
as designed, there are no important uncertainties related to unreimbursable costs yet to be
incurred by us under the lease.

     As disclosed in our critical accounting policies for revenue recognition in our Annual
Report on Form 10-K, we have sold certain OTA contracts and the related future cash flows on
a non-recourse basis to an unrelated third party equipment finance company. Any risk of
non-renewal lies with the purchaser of the OTA contracts. The terms of the sales provide for
a discount to the gross value of the remaining OTA payments. Payments on the net price of
the sale to the third party finance company are typically received over a four-year period
and revenue is

Mr. Larry Spirgel

April 4, 2011

Page 3

recorded based upon the net present value of the future payments using the Company’s
weighted average cost of capital. Under the provisions of ASC 860 a transfer of financial
assets in which the transferor surrenders control over those financial assets shall be
accounted for as a sale to the extent that consideration other than beneficial interests in
the transferred assets is received in exchange. The transferor has surrendered control over
financial assets if the following conditions have been met: the transferred assets have
been isolated from the transferor beyond the reach of the transferor and its creditors, the
transferee has the right to pledge or exchange the assets it received and no condition both
constrains the transferee from taking advantage of its right to pledge or exchange and
provides more than trivial benefit to the transferor, the transferor does not maintain
effective control over the transferred assets through either (1) an agreement that both
entitles and obligates the transferor to repurchase or redeem them before their maturity or
(2) the ability to unilaterally cause the holder to return specific assets, other than
through a cleanup call. All of these criteria have been met and the only continuing
involvement relates to our fulfillment of warranty obligations to the system which are
covered by the original equipment manufacturers of the HIF bulbs and electronic ballasts.

    2.

    Describe in your response the selling and administrative costs and expenses you are deferring
under the OTA and OVPP agreements and your basis for deferral. In this regard we note that in
some instances you disclose that all costs are expensed up front and in other instances you
state that most are expensed up front. Also describe the costs of revenues that you are
deferring, your basis for the deferral, and your basis for the amortization period for the
related deferred costs.

     We respectfully advise the staff that all costs for OTA projects related to selling and
administrative are expensed as incurred. These costs include all compensation, travel and
related salesperson costs to present proposals to our customers along with all
administrative costs for compensation related to contract development, contract legal review
and credit underwriting. We capitalize our manufacturing product costs for HIF and energy
management controls, and the contracted costs of installation and the disposal of the old
lighting systems. The final capitalized cost of the HIF product is recorded within property
and equipment on our balance sheet. The OTA equipment is amortized over the expected full
term of the underlying OTA contract to match expense and revenue based upon our experience
that practically all customers exercise the renewal option after each 12-month term. We will
clarify in future filings which costs are expensed and which are capitalized.

Form 10-Q for the quarterly period ended December 31, 2010

Note B — Summary of Significant Accounting Policies

Revenue Recognition, page 9

    3.

    Please address comments one and two above, as applicable, in regards to your solar power
purchase (PPA) financing program.

     We respectfully advise the Staff that the Company provides a financing program, called
a Power Purchase Agreement (PPA), for electricity generated from solar photovoltaic panels
that convert sunlight into electricity. The Company acts as a distributor for solar panel
suppliers and does not manufacture any of the solar technologies. The terms of the PPAs are
either 10 or 15 years. The PPA agreements define a fixed rate per Kilowatt (KW) that the
customer will pay. The rate can be fixed for the duration of the contract or may include an
escalator clause for pricing that resets annually based upon the customer’s market retail
electric rate. At the end of the PPA contract term, the customer has (1) the option to
terminate the contract, at which time we would reclaim the solar system from the customer’s
site, (2) the option to continue the contract for an additional period of time to be
negotiated or (3) the option to purchase the system at fair market

Mr. Larry Spirgel

April 4, 2011

Page 4

value. The agreements meet the classification of operating leases under the provisions
of ASC 840 as the customer has the ability or right to control access to the solar panels
while obtaining more than a minor amount of the output. Accordingly, revenue is recognized
on a monthly basis based upon the KW electricity generated. There is no transfer of
ownership of the solar panels. We currently have two PPAs in place. We have not sold any of
our PPAs to third party finance companies.

     Costs related to materials, engineering and project management design to get the system
operational and installation expenses are capitalized and recorded as property and equipment
on the Company’s balance sheet. These costs are amortized over the term of the PPA contract
to match expenses with revenues. The terms of the contracts are less than 75% of the
estimated useful life. Expenses related to selling, including compensation and travel costs
for salespersons engaged in presenting customer proposals and administrative expenses
related to compensation costs for contract administration, legal review and accounting
support are expensed as incurred.

* * * * *

     Additionally, as requested, the Company hereby acknowledges that:

    1.

    The Company is responsible for the adequacy and accuracy of the
disclosure in the Filings;

    2.

    Staff comments or changes to disclosure in response to Staff comments
in the Filings do not foreclose the Securities and Exchange Commission from taking
any action with respect to the Filings; and

    3.

    The Company may not assert Staff comments as a defense in any
proceedings initiated by the Securities and Exchange Commission or any person under
the federal securities laws of the United States.

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 Financial Officer

    cc:

    Michael Henderson

Terry French

Securities and Exchange Commission

March 23, 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 limited our review to only your fina ncial statements and related disclosures 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. Provide us with a detailed analysis of your Orion Virtual Power Plant Agreements
(OVPP) and Orion Throughput Agreements (O TA) financing programs. Tell us how you
applied the guidance in ASC 840 or other accounting guidance in determining the
appropriate accounting treatment fo r these transactions, includi ng the sale of future cash
flows and residual rights to equipment to an  unrelated third part y.  In your response,
please describe the material terms of the agreements, including the following:
 your obligations under the agreements and how you evaluated the impact of these
obligations in recording the sale of future  payment streams or contract rights to
third parties,
 the term of the agreements, including renewal periods,
 the details of the right of return, and

Mr. Jensen Orion Energy Systems, Inc. March 23, 2011 Page 2

 the details of the early buyout provisions.

2. Describe in your response th e selling and administrative costs and expenses you are
deferring under the OTA and OVPP agreements and your basis for deferral.  In this
regard we note that in some instances you di sclose that all costs are expensed up front
and in other instances you stat e that most are expensed up fr ont.  Also describe the costs
of revenues that you are deferring, your basi s for the deferral, and your basis for the
amortization period for the related deferred costs.
 Form 10-Q for the quarterly period ended December 31, 2010

Note B – Summary of Significant Accounting Policies
Revenue Recognition, page 9

3. Please address comments one and two above, as applicable, in regards to your solar
power purchase (PPA) financing program.

Please file all correspondence over EDGAR.  We urge all persons who are responsible
for the accuracy and adequacy of the disclosure in  the filing to be certain  that the filing includes
the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules
require.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for th e accuracy and adequacy of  the disclosures they
have made.                In responding to our comments, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.
 You may contact Michael He nderson, Staff Accountant, at (202) 551-3363 or Terry
French, Accountant Branch Chief, at (202) 551 -3828 if you have questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551-3810 with any
other questions.
Sincerely,

Larry Spirgel
Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
          March 5, 2009   Via U.S. Mail and facsimile to (920) 482-1917

 Mr. Neal R. Verfuerth President and CEO Orion Energy Systems, Inc. 1204 Pilgrim Road Plymouth, WI 53073
 Re: Orion Energy Systems, Inc.
Form 10-K for the fiscal year ended March 31, 2008
  Filed June 27, 2008
  File No. 001-33887

Dear Mr. Verfuerth:
We have completed our review of your Form 10-K and have no further comments
at this time.            S i n c e r e l y ,                    / s /  R o b e r t  B a r t e l m e s  f o r           L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

cc: via facsimile to (414) 297-4900

 Steven R. Barth, Esq.  Foley & Lardner LLP

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    ATTORNEYS AT LAW

777 EAST WISCONSIN AVENUE

MILWAUKEE, WI 53202-5306

414.271.2400 TEL

February 24,
2009

    414.297.4900 FAX

    www.foley.com

    WRITER’S DIRECT LINE

Via
EDGAR

    414.297.5662

    sbarth@foley.com EMAIL

    CLIENT/MATTER NUMBER

    042365-0106

Mr. Larry Spirgel

Assistant Director

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:

    Orion Energy Systems, Inc.

    Form 10-K for the fiscal year ended March 31, 2008

    Filed June 27, 2008

    File No. 001-33887

Dear Mr. Spirgel:

     On behalf of our client, Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”),
set forth below are the Company’s responses to the comments of the Staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated
February 12, 2009 (the “Comment Letter”), with respect to the above-referenced filing. The
numbered items set forth below repeat (in bold italics) the comments of the Staff reflected in the
Comment Letter, and following such comments are the Company’s proposed responses (in regular type).

Form 10-K for the Fiscal Year ended March 31, 2008

Item 1. Business, page 4

    1.

    Pursuant to Item 1.01(a) of Regulation S-K, in future filings, disclose the year in which you
were organized and the form of your corporate entity.

     In future Form 10-K filings, the Company will disclose the year in which the Company was
organized and the form of its corporate entity.

    2.

    In future filings: identify each of your material customers and suppliers; set forth the
percentage of respective revenue/cost of revenues derived from each of them; describe the
material terms of your agreements with each; and, pursuant to Item 601(b)(10), file as an
exhibit to the 10-K those agreements. In this regard, the related disclosures under “Note B:
Concentration of Credit Risk” has been noted.

     In future Form 10-K filings, the Company will disclose the name of each customer as to which
the Company’s sales account for 10 percent or more of the Company’s consolidated revenues for the
prior fiscal year, and the name of each supplier as to which the Company’s purchases account for 10
percent or more of the Company’s cost of revenues for the prior fiscal year. The Company does not
currently have long-term, non-ordinary course written contracts with any such current material
customers or suppliers that would necessitate filing any exhibits related thereto. However, if the
Company in the future enters into long-term, non-ordinary written contracts with any customers or
suppliers that meet the above disclosure thresholds, then the Company will file as exhibits copies
of such material written contracts

    BOSTON

    LOS ANGELES

    SACRAMENTO

    TALLAHASSEE

    BRUSSELS

    MADISON

    SAN DIEGO

    TAMPA

    CHICAGO

    MILWAUKEE

    SAN DIEGO/DEL MAR

    TOKYO

    DETROIT

    NEW YORK

    SAN FRANCISCO

    WASHINGTON, D.C.

    JACKSONVILLE

    ORLANDO

    SILICON VALLEY

Mr. Larry Spirgel

February 24, 2009

Page 2

under which such sales or purchases have occurred. To the extent such sales to customers or
purchases from suppliers meeting the above disclosure thresholds occur under other arrangements,
the Company will generally discuss any material or non-ordinary course aspects of such arrangements
in its Management’s Discussion and Analysis of Financial Condition and Results of Operation to the
extent required or meaningful to investors.

Definitive Proxy Statement incorporated by reference into Part III of the Form 10-K

Compensation Discussion and Analysis, page 7

Setting Executive Compensation, page 7

    3.

    Item 402(b)(2)(xiv) requires you to identify compensation benchmarks and the component
companies that you use to develop such benchmarks. Throughout your Compensation Discussion and
Analysis, you rely substantially on benchmarked compensation information. For instance, in the
second paragraph on page 8, you disclose that your compensation consultant used four surveys.
In future filings, please disclose the benchmarks that you have developed, the component
companies that are part of the surveys and databases that you have used, and explain why and
how you have varied your application of the benchmarks.

     The Company respectfully advises the Staff that its Compensation Discussion and Analysis
disclosed the only benchmarks that the Company developed: the benchmarks consisting of Color
Kinetics, Inc., Comverge, Inc., Echelon Corp., EnerNOC, Inc. and First Solar, Inc. The other
“benchmarks” on which the Company’s Compensation Committee relied were not individual company
benchmarks but, as disclosed, were proprietary and confidential general market survey data
developed and provided by Towers Perrin without input from the Company. Towers Perrin did not
provide, and, in making its decisions, the Company’s Compensation Committee did not receive or
review, and was not aware of, the identities of the individual peer group companies that comprised
Towers Perrin’s general market survey data used by the Committee. In future proxy statement
filings, the Company will disclose any benchmarks that it develops and the individual component
companies of any such benchmarks. To the extent the Company sets compensation for its named
executive officers in material reliance upon proprietary and confidential general market survey
data provided by a compensation consulting firm without reliance upon or knowledge of the
individual companies comprising such general market surveys, it will enhance its disclosure
accordingly to clarify such circumstances. In future proxy statement filings, if the Company
varies its application of any benchmarks or surveys, it will explain why and how it did so.

Short-Term Cash Bonus Incentive Compensation and Other Cash Bonus Compensation, page 12

    4.

    Item 402(b)(1)(v) requires you to describe how you determine the amount of each compensation
element such as how you award cash bonuses under your Cash Incentive Program. Further, Item
402(b)(2)(v) requires you to disclose the specific items of corporate performance that are
taken into account in making compensation decisions, and Item 402(b)(2)(vii) requires you to
discuss how an individual’s performance or contribution to corporate performance is taken into
account in making compensation decisions, as well as describing an individual’s performance.
Please comply in future filings.

Mr. Larry Spirgel

February 24, 2009

Page 3

In the table on page 13, you list the bonuses you paid under the Cash Incentive Program.
You state on the top of page 13 that you “did not establish any individual performance
goals for [y]our NEOs for fiscal 2008,” but, “based on the subjective judgment of [y]our
compensation committee” and the recommendations of your CEO, you awarded cash bonuses to
your executive officers. In future filings, please disclose the subjective criteria and
factors you used to evaluate your executive officers and how your executive officers
performed vis a vis such criteria and factors.

     In future proxy statement filings, the Company will describe how it determines the amount of
each compensation element, including how it awards cash bonuses under its Cash Incentive Program,
the specific items of corporate performance that it takes into account in making compensation
decisions and how an individual’s performance or contribution to corporate performance is taken
into account in making compensation decisions. In this regard, the Company respectfully notes that
its Compensation Discussion and Analysis identified the only two specific items of corporate
performance taken into account in making annual incentive bonus decisions for fiscal 2008 on pages
12-13, namely revenue and operating income. In future proxy statement filings, in addition to
identifying relevant items of corporate performance, the Company will include the applicable dollar
amounts of the historical corporate financial performance targets used to determine prior fiscal
year bonus payments, where appropriate.

     In future proxy statement filings, the Company will disclose any specific individual
performance criteria and factors it uses to evaluate its executive officers, and the results of
such evaluation, to the extent that the Company uses specifically identifiable criteria and factors
and provided that such individual performance criteria and factors do not involve confidential
trade secrets or information. The Company respectfully advises the Staff that it intended its
disclosure on page 12 that its “Compensation Committee determined the final bonus payout amounts
payable to our NEOs under our Cash Incentive Program in its subjective judgment,” and its
disclosure on page 13 that the Compensation Committee determined “based on [its] subjective
judgment” not to “make any downward adjustments to the final bonus payout amounts that the
committee had otherwise determined based on the individual performance” to adequately explain that
no specific individual performance criteria or factors were identified or otherwise used in
evaluating the performance of the individual named executive officers or in determining their
related incentive bonus amounts. The Compensation Committee members subjectively evaluated
individual performance as a whole, without consideration of any specifically identified individual
performance criteria or factors. In future proxy statement filings, the Company will attempt to
clarify its disclosure of any similar broadly subjective approach used in the future or, if the
Company uses specifically identifiable criteria or factors in the future, it will disclose them,
provided that such individual performance criteria and factors do not involve confidential trade
secrets or information.

    5.

    Also, in the last paragraph on page 12, you write that you determined the final bonus payout
amounts “based on a range of fiscal 2008 financial performance guidelines and each NEO’s
individual performance for fiscal 2008.” In future filings, please explain how you arrived a
certain bonus amount based on evaluating an executive’s performance on subjective criteria, as
mentioned above, in addition to evaluating objective financial performance guidelines for your
company as a whole. For instance, how did your Compensation Committee weigh achieving revenue
in fiscal 2008 that was 1.7 times the revenue in fiscal 2007 and a similar increase in
operating income as well as a subjective evaluation of certain executive’s performance to
determine his or her bonus.

Mr. Larry Spirgel

February 24, 2009

Page 4

     In future proxy statement filings, the Company will explain how it arrived at specific bonus
amounts for its named executive officers, including the relative weights assigned to identifiable
corporate and/or subjective performance measures. In this regard, the Company respectfully advises
the Staff that the Company’s Compensation Committee attributed a weight of 40% of target bonus
eligibility to the Company’s relative achievement of its identified fiscal 2008 revenue target and
40% of target bonus eligibility to the Company’s relative achievement of its identified fiscal 2008
operating income target, with the remaining 20% of target bonus eligibility determined by the
Committee’s overall subjective impression of the executive officer’s individual performance,
assessed as described above, although the Committee retained its flexibility to vary from these
weightings and criteria. If the Compensation Committee uses this or a similar formula or approach
in the future, the Company will enhance its disclosure accordingly in future proxy statement
filings.

    6.

    Finally, in future filings, if you use individual performance targets, please disclose them,
unless they involve confidential trade secrets or confidential information; however, in such
event, please comply with Instruction 4 to Item 402(b).

     The Company respectfully advises the Staff, as noted above and on page 13 of its Compensation
Discussion and Analysis, that it did not use specific individual performance targets to determine
fiscal 2008 bonuses. If it does so in the future, it will disclose such specific individual
targets in future proxy statement filings unless they involve confidential trade secrets or
information.

Summary Compensation Table for Fiscal 2008, page 19

    7.

    In the Summary Compensation Table for Fiscal 2008 on page 19, you state that Mr. Verfuerth
earned a base salary of $290,700 and Mr. Waibel earned a bonus of $105,000. However, in the
last paragraph on page 10, you state that Mr. Verfuerth earned $291,600 in fiscal 2008 and, in
the second paragraph on page 13, you state that Mr. Waibel earned a $100,000 cash bonus as an
IPO bonus. If these two disclosures are regarding the same subject matter, in future filings,
please make that sure you are consistent in your disclosure.

     The Company respectfully advises the Staff that the discrepancy between the base salary
reported for Mr. Verfuerth on page 10 and that reported in the Summary Compensation Table for
Fiscal 2008 was due to a clerical error. The Company will seek to ensure its tabular and textual
disclosures are consistent in future proxy statement filings. Additionally, the Company
respectfully advises the Staff that Mr. Waibel received a discretionary bonus of $5,000 in fiscal
2008 in addition to the IPO bonus of $100,000. The Company paid the $5,000 bonus to Mr. Waibel as
part of a one-time grant of similar bonuses to many of its employees. The Company did not discuss
the $5,000 bonus other than to disclose it in the Summary Compensation Table because the Company
did not consider it to be a material part of Mr. Waibel’s compensation. In future proxy statement
filings, however, the Company will indicate the nature of any similar payments in its Compensation
Discussion and Analysis and include a footnote or narrative accompanying the Summary Compensation
Table.

* * * * *

     Additionally, as requested, we are enclosing with this response letter a letter from the
Company executed by its Corporate Counsel acknowledging that:

Mr. Larry Spirgel

February 24, 2009

Page 5

    •

    The Company is responsible for the adequacy and accuracy of the disclosure in its
filings;

    •

    Staff comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

    •

    The Company may not assert Staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States

     If the Staff has any questions with respect to the foregoing, please contact the undersigned
at (414) 297-5662 or Joshua A. Agen at (414) 297-5535.

Very truly yours,

/s/ Steven R. Barth

Steven R. Barth

Enclosures

cc (without enclosures):

    Ajay Koduri

       Securities and Exchange Commission

    Neal R. Verfuerth

    Scott Jensen

    Eric von Estorff

       Orion Energy Systems, Inc.

    Joshua Agen

       Foley & Lardner LLP

ORION ENERGY SYSTEMS, INC.

1204 Pilgrim Road

Plymouth, WI 53073

February 23, 2009

Via EDGAR System and Overnight Mail

U.S. Securities and Exchange Commission

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, 2008

    Filed June 27, 2008

    File No. 001-33887

Ladies and Gentlemen:

     Orion Energy Systems, Inc. (the “Company”), a Wisconsin corporation (File No. 001-33887), in
response to the comments of the Staff of the Securities and Exchange Commission (the “Staff”) set
forth in the Staff’s letter, dated February 12, 2009, commenting on the above-referenced filing
(the “Filing”), hereby acknowled

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
February 12, 2009
  Via U.S. Mail and facsimile to (920) 482-1917

 Mr. Neal R. Verfuerth President and CEO Orion Energy Systems, Inc. 1204 Pilgrim Road Plymouth, WI 53073
 Re: Orion Energy Systems, Inc.
Form 10-K for the fiscal year ended March 31, 2008
  Filed June 27, 2008
  File No. 001-33887

Dear Mr. Verfuerth:
We have reviewed your Form 10-K and have the following comments.  If you
disagree with a comment, we will consider your explanation as to why it is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  You should comply with the remaining comments in future filings, as applicable.  Please confirm in writing that you intend to do so within the time frame set forth at the end of this letter.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K for the Fiscal Year ended March 31, 2008

Item 1.  Business, page 4

1. Pursuant to Item 101(a) of Regulation S-K, in future filings, disclose the year in which you were organized and the form of your corporate entity.
 2. In future filings: identify each of your material customers and suppliers; set forth the percentage of respective revenue/cost of revenues derived from each of them; describe the material terms of your agreements with each; and, pursuant to Item

Neal R. Verfuerth
Orion Energy Systems, Inc.
February 12, 2009 Page 2
  601(b)(10), file as an exhibit to the 10-K those agreements.  In this regard, the related disclosures under “Note B: Concentration of Credit Risk” has been noted.
   Definitive Proxy Statement incorporated by reference into Part III of the Form 10-K

 Compensation Discussion and Analysis, page 7

 Setting Executive Compensation, page 7

 3. Item 402(b)(2)(xiv) requires you to identify compensation benchmarks and the component companies that you use to develop such benchmarks.  Throughout your Compensation Discussion and Analysis, you rely substantially on benchmarked compensation information.  For instance, in the second paragraph on page 8, you disclose that your compensation consultant used four surveys.  In future filings, please disclose the benchmarks that you have developed, the component companies that are part of the surveys and databases that you have used, and explain why and how you have varied your application of the benchmarks.
 Short-Term Cash Bonus Incentive Compensation and Other Cash Bonus Compensation,
page 12
 4. Item 402(b)(1)(v) requires you to describe how you determine the amount of each compensation element such as how you award cash bonuses under your Cash Incentive Program.  Further, Item 402(b)(2)(v) requires you to disclose the specific items of corporate performance that are taken into account in making compensation decisions, and Item 402(b)(2)(vii) requires you to discuss how an individual’s performance or contribution to corporate performance is taken into account in making compensation decisions, as well as describing an individual’s performance.   Please comply in future filings.  In the table on page 13, you list the bonuses you paid under the Cash Incentive Program.  You state on the top of page 13 that you “did not establish any individual performance goals for [y]our NEOs for fiscal 2008,” but, “based on the subjective judgment of [y]our compensation committee” and the recommendations of your CEO, you awarded cash bonuses to your executive officers.  In future filings, please disclose the subjective criteria and factors you used to evaluate your executive officers and how your executive officers performed vis a vis such criteria and factors.

5. Also, in the last paragraph on page 12, you write that you determined the final bonus payout amounts “based on a range of fiscal 2008 financial performance guidelines and each NEO’s individual performance for fiscal 2008.”  In future filings, please explain how you arrived a certain bonus amount based on

Neal R. Verfuerth
Orion Energy Systems, Inc.
February 12, 2009 Page 3
  evaluating an executive’s performance on subjective criteria, as mentioned above, in addition to evaluating objective financial performance guidelines for your company as a whole.  For instance, how did your compensation committee weigh achieving revenue in fiscal 2008 that was 1.7 times the revenue in fiscal 2007 and a similar increase in operating income as well as a subjective evaluation of certain executive’s performance to determine his or her bonus.
6. Finally, in future filings, if you use individual performance targets, please disclose them, unless they involve confidential trade secrets or confidential information; however, in such event, please comply with Instruction 4 to Item 402(b).
 Summary Compensation Table for Fiscal 2008, page 19

 7. In the Summary Compensation Table for Fiscal 2008 on page 19, you state that Mr. Verfuerth earned a base salary of $290,700 and Mr. Waibel earned a bonus of $105,000.  However, in the last paragraph on page 10, you state that Mr. Verfuerth earned $291,600 in fiscal 2008 and, in the second paragraph on page 13, you state that Mr. Waibel earned a $100,000 cash bonus as an IPO bonus.  If these two disclosures are regarding the same subject matter, in future filings, please make that sure you are consistent in your disclosure.

*    *    *    *

Please respond to these comments within 10 business days of the date of this
letter or tell us when you will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please file your letter over EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.     We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• The company is responsible for the adequacy and accuracy of the disclosure in the filings;

• The staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

Neal R. Verfuerth
Orion Energy Systems, Inc. February 12, 2009 Page 4

• The company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filings or in response to our comments on your filings.
Please contact Ajay Koduri, Attorney-Adviser, at (202) 551-3310 or me at (202)
551-3810 with any other questions.          S i n c e r e l y ,            / s /  R o b e r t  F .  B a r t e l m e s          L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

corresp

Orion Energy Systems, Inc.

1204 Pilgrim Road

Plymouth, WI 53073

December 14, 2007

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

Ladies and Gentlemen:

     Orion Energy Systems, Inc. (the “Company”), in response to the comments of the Staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the Staff’s
letters with respect to the above-referenced filing (the “Registration Statement”), hereby
acknowledges that:

    •

    should the Commission or the Staff, acting pursuant to delegated authority, declare
the Registration Statement effective, it does not foreclose the Commission from taking
any action with respect to the Registration Statement;

    •

    the action of the Commission or the Staff, acting pursuant to delegated authority,
in declaring the Registration Statement effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the
Registration Statement; and

    •

    the Company may not assert Staff comments
and the declaration of effectiveness as a
defense in any proceeding initiated by the
Commission or any person under the federal
securities laws of the United States.

    Very truly yours,

ORION ENERGY SYSTEMS, INC.

    /s/ Neal R. Verfuerth

    Neal R. Verfuerth

    President and Chief Executive Officer

    ATTORNEYS AT LAW

    777 EAST WISCONSIN AVENUE

    MILWAUKEE, WI 53202-5306

    December 14, 2007

    414.271.2400 TEL

    414.297.4900 FAX

    www.foley.com

    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, D.C. 20549

    Re:

    Orion Energy Systems, Inc.

Registration Statement on Form S-1 (Registration No. 333-145569)

Dear Mr. Mancuso:

     On behalf of Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), we are
enclosing the Company’s request for acceleration of the effective date of the above-referenced
Registration Statement pursuant to Rule 461 under the Securities Act of 1933, as amended. As
indicated in the acceleration request, it is respectfully requested that the above-referenced
Registration Statement be declared effective at 10:00 A.M., Eastern Time, on Tuesday, December 18,
2007, or as soon as is practicable thereafter. We are also enclosing an acceleration request and information regarding
the distribution of preliminary prospectuses as supplied by the
underwriters.

     Should any questions arise in connection with this filing or to advise that the Registration
Statement has been declared effective, 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

    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

    BOSTON

    JACKSONVILLE

    ORLANDO

    SILICON VALLEY

    BRUSSELS

    LOS ANGELES

    SACRAMENTO

    TALLAHASSEE

    CENTURY CITY

    MADISON

    SAN DIEGO

    TAMPA

    CHICAGO

    MILWAUKEE

    SAN DIEGO/DEL MAR

    TOKYO

    DETROIT

    NEW YORK

    SAN FRANCISCO

    WASHINGTON, D.C.

Orion Energy Systems, Inc.

1204 Pilgrim Road

Plymouth, WI 53073

(920) 892-9340

December 14, 2007

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:

    Orion Energy Systems, Inc. —

Registration Statement on Form S-1 (Registration No. 333-145569)

Ladies and Gentlemen:

     Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned Registrant
hereby requests that the above-referenced Registration Statement be declared effective at 10:00
A.M., Eastern Time, on December 18, 2007, or as soon as is practicable thereafter.

    Very truly yours,

ORION ENERGY SYSTEMS, INC.

    By:
    /s/ Neal R. Verfuerth

    Neal R. Verfuerth

    President and Chief Executive Officer

December 14, 2007

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Russell Mancuso

    Re:

    Orion Energy Systems, Inc. (the “Registrant”) Registration Statement on Form S-1

(File No. 333-145569)

Ladies and Gentlemen:

     In connection with the proposed initial public offering of the Registrant’s shares of common
stock, we wish to advise you that we hereby join with the Registrant’s request that the effective
date of the above-captioned Registration Statement be accelerated so that the same will become
effective on December 18, 2007 at 10:00 a.m. (EST) or as soon as practicable thereafter.

     Supplemental information supplied under Rule 418(a)(7) under the Securities Act of 1933:

    (i)

    Date of Preliminary Prospectus: November 29, 2007.

    (ii)

    Dates of distribution: between November 29, 2007 and the date hereof.

    (iii)

    Number of prospective underwriters: three.

    (iv)

    Number of prospectuses distributed to prospective underwriters
pursuant to (iii) above: 3200.

    (v)

    Number of prospectuses distributed to others: 0

    (vi)

    We have been informed by the participating underwriters that they
have complied and will continue to comply with the requirements of
Rule 15c2-8 under the Securities Exchange Act of 1934.

    Very truly yours,

THOMAS WEISEL PARTNERS LLC

CANACCORD ADAMS INC.

PACIFIC GROWTH EQUITIES, LLC

    By:
    THOMAS WEISEL PARTNERS LLC

    By:
    /s/ Jack Helfand

    Name:
    Jack Helfand

    Title:
    General Counsel

December 11, 2007

Mail Stop 6010

 Neal R. Verfuerth President and Chief Executive Officer Orion Energy Systems, Inc. 1204 Pilgrim Road Plymouth, WI  53073
Re: Orion Energy Systems, Inc.
Registration Statement on Form S-1/A Filed November 29, 2007
  File No. 333-145569

Dear Mr. Verfuerth:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
We welcome any questions you may have  about our comments or any other
aspect of our review.  Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.  Principal and Selling Stockholders, page 97

 1. We note the paragraph added before the ta ble.  It is inappropriate to disclaim
responsibility for your disclosure.  Please re vise to remove any implication to the
contrary.
 2. For offered securities that were acquired  upon exercise of options after you first
filed this registration statement, please tell us when you granted the options.
Also, please tell us when you initially sold  the securities mentioned in the last
sentence of footnote 24 and clause s (i) and (vi) of footnote 68.

Neal Verfuerth
Orion Energy Systems, Inc.
December 11, 2007 Page 2   Exhibits

 3. We note your response to prior comment 14.  We reissue the comment and note
the schedules missing from exhibit 1.1 and the exhibit A missing from exhibit 10.16.

*  *  *  *  *  *  *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Neal Verfuerth
Orion Energy Systems, Inc. December 11, 2007 Page 3
 You may contact Dennis Hu lt at (202) 551-3618 or Kaitlin  Tillan, Assistant Chief
Accountant, at (202) 551-3604 if you have  questions regarding comments on the
financial statements and related matters.  Please contact Jose ph McCann at (202) 551-
6262 or me at (202) 551-3617 with any other questions.

    S i n c e r e l y ,

Russell Mancuso Branch Chief
cc (via fax): Steven R. Barth, Esq.—Foley & Lardner LLP

November 27, 2007

Mail Stop 6010

 Neal R. Verfuerth President and Chief Executive Officer Orion Energy Systems, Inc. 1204 Pilgrim Road Plymouth, WI  53073
Re: Orion Energy Systems, Inc.
Registration Statement on Form S-1/A Filed November 16, 2007
  File No. 333-145569

Dear Mr. Verfuerth:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
We welcome any questions you may have  about our comments or any other
aspect of our review.  Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.  Inside Front Cover

 1. We note that this disclosure was formerly  included as your inside back cover.
Please tell us why you believe it is appropr iate to present this data before the
context and significant assu mptions provided on page 9.
 Products, page 62

 2. Please disclose your response to prior comment 4 that sales of your Compact
Modular contributed over 85% of your revenue.

Neal Verfuerth
Orion Energy Systems, Inc.
November 27, 2007 Page 2

Base Salary, page 75

3. Please replace vague disclosu re like “higher than the 75th percentile” to disclose
with specificity how the compensation amounts for each of the named executives
compares to the benchmarked companies.

Short-Term Cash Bonus Incentive Compen sation and Other Cash Bonus Compensation,
page 76

4. Please disclose with specificity how much above the median in the comparable companies’ analysis your 2008 target bonus is for Messrs. Verfuerth, Waibel, and
Scribante.
 5. Please disclose with specificity the “broad mix of factors” that will be the basis
for the 2008 bonus payments.
 6. We note your disclosure on page 79.  Please provide specific information
regarding the qualitative and quantita tive bases for the $100,000 cash bonus you
awarded to Mr. Waibel and the $500,000 cash bonus you awarded to Mr. Verfuerth.
 7. Please expand your discussion of the stock price performance cash bonus you awarded to Mr. Verfuerth.  Please explai n how you determined the appropriate
stock price thresholds and bonus paym ent amounts, including the $1.5 million
bonus cap.
 Executive Officer Stock Ownership Guidelines, page 84

 8. Please expand the disclosure provided in response to prior comment 8 to disclose
the “relevant multiples typically utili zed” by the companies in the survey.
 New Employment Agreements, page 90

 9. We note your response to prior comment 10.  Please specify what you mean by
“consistent with general public company practices.”

Principal and Selling Shareholders, page 97

10. Please revise the number of shares to be  sold by Neal Verfuerth and Patricia
Verfuerth to reflect all bene ficially owned shares to be sold by these individuals.
 11. In light of the anticipated sale by Clean Technology Affiliates, please revise the
number of shares to be sold by Dian a Propper de Callejon and the number of
shares beneficially owned by Ms.  Callejon after the offering.

Neal Verfuerth
Orion Energy Systems, Inc.
November 27, 2007 Page 3   12. We note your responses to prior comments 11 and 12 regarding aggregated
disclosure.  However, since you alrea dy have a footnote for each selling
stockholder, it is unclear why the footnote could not be expanded to provide information responsive to the comments rath er than providing the disclosure via a
complex paragraph with a long, embedded list.  Please revise for clarity.
 13. Please identify the selling stockholders w hom you have employed during the past
three years.  See Regulation S-K Item 507.  For instance we note your disclosure
on page 107 that you employ Josh and Zach Kurtz as national account representatives.

Exhibit 1.1

14. Please file complete exhibits with all a ttachments.  We note the exhibits missing
from exhibit 1.1.

Exhibit 23.1
 15. We note the Consent of the Independen t Registered Public Accounting Firm
refers to Amendment No. 2 to the Re gistration Statement (Form S-1 No. 333-
145569) and Prospectus and not the curre nt amendment No. 3.  Please request
your auditors to provide a currently da ted and signed consent for your latest
amendment prior to requesting effectiveness.
16. We refer to the last sentence in the consen t that reads: “We consent to the use of
the aforementioned report cont ained in Amendment No. 2 to die
 Registration
Statement and Prospectus and to die use of our name as it appears under the
caption “Experts” (emphasis added).  Please request your auditors to correct this
language.
 Exhibit 23.3

 17. We note that WIPFLi’s consent does not incl ude a consent to the references to the
firm in Note A – Summary of Signifi cant Accounting Policies, Stock Option
Plans of the financial statements.  Pleas e request WIPFLi to provide a consent to
those references.  Refer to Rule 436 a nd Item 601(b)(23) of Regulation S-K.

*  *  *  *  *  *  *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover

Neal Verfuerth
Orion Energy Systems, Inc. November 27, 2007 Page 4  letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.     In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 You may contact Dennis Hu lt at (202) 551-3618 or Kaitlin  Tillan, Assistant Chief
Accountant, at (202) 551-3604 if you have  questions regarding comments on the
financial statements and related matters.  Please contact Jose ph McCann at (202) 551-
6262 or me at (202) 551-3617 with any other questions.

    S i n c e r e l y ,

Russell Mancuso Branch Chief
cc (via fax): Steven R. Barth, Esq.—Foley & Lardner LLP

November 13, 2007

Mail Stop 6010

 Neal R. Verfuerth President and Chief Executive Officer Orion Energy Systems, Inc. 1204 Pilgrim Road Plymouth, WI  53073
Re: Orion Energy Systems, Inc.
Registration Statement on Form S-1/A Filed October 30, 2007
  File No. 333-145569

Dear Mr. Verfuerth:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
We welcome any questions you may have  about our comments or any other
aspect of our review.  Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.  Other Information, page 8

 1. Please revise your response to comment 8 of our September 18, 2007 letter to you
to reflect your revised disclosure.
 Use of Proceeds, page 25

 2. From your response to prior comment 3, the principal reasons for an offering of this size remain unclear.  Theref ore, we reissue the comment.
 3. In this regard, and with a view toward clarified disc losure in an appropriate
section of your document, please tell us  about the purpose and total cost of the
new technology center mentioned on page 46.

Neal Verfuerth
Orion Energy Systems, Inc.
November 13, 2007 Page 2   Products, page 61

 4. Prior comment 9 sought the three-year  revenue breakdown by product class as
required by Regulation S-K It em 101(c)(1)(i) – not a repetition of your product
and service revenue from your financial st atements.  Therefore, we reissue the
comment.  We note that you describe several classes of products in this section.
From your existing disclosure, it remains unclear to what extent these classes contributed to your revenue and how th e discontinuation of your distribution
activities mentioned on page 65 affected the composition of y our revenue.

Executive Compensation, page 70

5. We note your response to prior comment 12.  If the committee has not yet made
key decisions regarding the compen sation of your executives, please add
appropriate risk factors.  Include the extent to whic h the current proposals would
materially modify historic compensation.

6. Please disclose the results of the benchmarking analysis mentioned in your revisions on page 72.

7. With a view toward clarified disclosure, please tell us the nature of the alleged
violations of the separation agreement mentioned on page 85.  Also clarify whether you or Mr. Prange are making the allegations.
 Executive Officer Stock Ownership Guidelines, page 80

 8. Please discuss how you determined the appropriate multiples.  For example, did the committee analyze the basis for the consultant’s recommendation?

Payments Upon Termination, page 85

9. It appears that you have deleted some of  the terms of your agreement with Mr.
Prange’s separation agreement.  Alt hough you may disclose subsequent actions,
you should not omit material terms of the initial agreement.

New Employment Agreements, page 86

10. We note your response to prior comment 15.  Please clarify what you mean by
“consistent with general public compa ny practice.”  For example, do you mean
that every public company has the same severance terms as you?  If not, how did
you conclude that your terms were “consistent”?

Neal Verfuerth
Orion Energy Systems, Inc.
November 13, 2007 Page 3   Principal and Selling Shareholders, page 92

 11. We will continue to evaluate your response to prior comment 19 when you
provide the relevant disclosu re, including the disclosure of transactions with the
unidentified selling stockhol ders.  Also note that the disclosure should indicate
which of the selling shareholders ’ securities are being offered.
 12. Where the selling security holders have ac quired the offered shares by exercise of
options or warrants within the past three years, please disclose the exercise price of the option or warrant.  Also, if the selling shareholder is offering shares
underlying options, warrants or convertible securities th at were acquired within
the past three years, please describe th e transaction in which such option, warrant
or convertible security was acquire d, including the consideration paid.

Revenue Recognition, page F-11

13. Please refer to prior comment 22.  Alt hough we note the revised disclosure on
page F-12, it is still not clear how this program operates in conjunction with your
shared savings programs with customers.  In prior comment 64 of our September
18, 2007 letter, we noted your disclosure that some customers finance the
purchase of the system by paying you a specified amount over time based on a
predetermined measure of the reduction in their electricity co nsumption resulting
from the use of your products.  As prev iously requested you should tell us and
disclose how you account for these revenues and the associated costs.

14. Further, we note from your response to  prior comment 64 from our September 18,
2007 letter that these agreements relate to your sales-type financing program.
Please tell us the significant terms of the shared savings programs and how the amount owed by the customer is determined for purposes of determining the amount to recognize as revenue under the th ird party financing.  Explain how the
third party finance company determines the amount of funding to provide if the amount owed by the customer is va riable based upon their savings.

Inside Back Cover of Prospectus

15. Please tell us the criteria that you used  to determine that these companies are
objectively representative of your custom er base.  Also tell us whether you
presented logos for all customers that satisfy those criteria.

*  *  *  *  *  *  *

Neal Verfuerth
Orion Energy Systems, Inc. November 13, 2007 Page 4
As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.     In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 You may contact Dennis Hu lt at (202) 551-3618 or Kaitlin  Tillan, Assistant Chief
Accountant, at (202) 551-3604 if you have  questions regarding comments on the
financial statements and related matters.  Please contact Jose ph McCann at (202) 551-
6262 or me at (202) 551-3617 with any other questions.

    S i n c e r e l y ,

Russell Mancuso Branch Chief
cc (via fax): Steven R. Barth, Esq.—Foley & Lardner LLP

CORRESP
1
filename1.htm

     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

October 22, 2007

Mail Stop 6010

 Neal R. Verfuerth President and Chief Executive Officer Orion Energy Systems, Inc. 1204 Pilgrim Road Plymouth, WI  53073
Re: Orion Energy Systems, Inc.
Registration Statement on Form S-1/A Filed October 2, 2007
  File No. 333-145569

Dear Mr. Verfuerth:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
We welcome any questions you may have  about our comments or any other
aspect of our review.  Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.  Some of the intellectual property we use in our business, page 15

 1. We note that your response to prior co mment 9 is limited to patents; however,
prior comment 9 addressed all intellect ual property – not solely patents.
Therefore, we reissue the comment.
 Industry and Market Data Forecasts, page 25

 2. Refer to the last bullet poin t in your response to prior comment 3.  If you have not
obtained the consent from the sources of the data you cite, please tell us how you
determined that the data remains current and reliable.

Neal Verfuerth
Orion Energy Systems, Inc.
October 22, 2007 Page 2   Use of Proceeds, page 26

 3. With a view toward clarifying the disclo sure in response to prior comments 11
and 12, please tell us how you determined  the size of the offering required to
support your anticipated future growth.

Gross Margin, page 40

4. The first bullet point in your response to prior comment 17 indicates that the
margin on your backlog will generally be c onsistent with the trend disclosed for
the first fiscal quarter.  However, si nce your current disclosure on page 40
describes both increased and decreased ma rgin trends, it is un clear how investors
are to know the effects on margin of your current backlog.  Please revise for
clarity.
 5. We note your response to the third bullet point  of prior comment 17.  Please
discuss any uncertainty regarding the effect  that your shared savings type sales
and energy management services might ha ve on your margins and other historic
results of operations.

Research and Development, page 40

6. We note your disclosure in response to prior comment 18.  Please replace vague
disclosure like “efforts relating to” with specific information that investors can
use to evaluate your activities.
 Indebtedness, page 48

 7. We note your response to prior comment 21; however, since the waiver was dated
in March 2007, it is unclear how a disc ussion of your liquidity and capital
resources would be complete without desc ribing the issues that  caused the default
and how you addressed them.  Therefore, we reissue the comment.
 Stock-based Compensation, page 52

 8. Please refer to comment 25.  We recogni ze your response and will delay our final
assessment of your response pending inclus ion of the estimated IPO price range.
 Products, page 63

 9. It is unclear where you have disclosed th e quantitative disclosure by product class
as required by Regulation S-K Item 101(c)(1 )(i).  Therefore, we reissue prior
comment 28.

Neal Verfuerth
Orion Energy Systems, Inc.
October 22, 2007 Page 3   Our Customers, page 65

 10. We note your response to comment 32.   Please provide us with a detailed
analysis of why you believe disclosu re is not required under Item 101 of
Regulation S-K.  Include in your analysis citations to any SEC releases or guidance upon which you rely.
 Our History and Development, page 67

 11. We note your response to prior comment 27.  Please clarify whether you
discontinued selling products othe r than those mentioned on page 63.
  Executive Compensation, page 72

 12. With a view toward clarified disclosu re, please expand your response to prior
comment 39 to tell us when the committee last met, when they will meet again, and the content of the current proposals that the committee is considering regarding the matters addressed in the comment.
 Setting Executive Compensation, page 72

 13. We note your response to comment 40.  Please disclose the names of the 96
companies contained in the Towers Perrin market report.
 Long-Term Equity Incentive Compensation, page 76

 14. Please revise your disclosure to more  specifically explain how the factors
disclosed resulted in a determination that 250,000 shares was the appropriate
number.
 Severance and Change in Control Arrangements, page 80

 15. Please expand the disclosure added in re sponse to prior comment 46 to clarify
how you define “market practice” and “competitive.”

16. From the disclosure added in response to prior comment 47, it is unclear how you
chose these triggering events over any other triggering events that would
represent a “significant change in ow nership.”  Please revise for clarity.

Neal Verfuerth
Orion Energy Systems, Inc.
October 22, 2007 Page 4   Director Compensation, page 90

 17. Please refer to comment 48.  We note that  your option grants to directors were
intended to compensate directors for past and future services.  Please identify the
service period intended to be compensated by each option grant.

Principal and Selling Shareholders, page 92

18. Please expand your response to prior comment 50 to tell us how GE Capital Equity Investments makes voting and inve stment decisions with regard to your
securities in a manner that no individuals have or share direct ly or indirectly
beneficial ownership of those securities.
 19. Based on the information provided in your response to prior comment 51, we are unable to agree that the transactions in  which the registrant sold the selling
stockholders the very shares that are now being offered to the public need not be
disclosed.  See Regulation S-K Item 507.  Please disclose all such transactions
that occurred within the past three years.
 Patrick J. Trotter, page 96

20. We note your disclosure on page 50 about your  receipt of a below-market interest
rate promissory note from Mr. Trotter.  Please discuss the nature and amount of
these restatements in your discussion of the related-party transaction with Mr. Trotter.  Please also tell us why you s hould not revise your statement on page 95
about your belief that all related-party tr ansactions were on terms and conditions
that were not materially less favorable than you could have obtained from unaffiliated third parties.

Revenue Recognition, page F-11

21. Please refer to prior comment 62.  Please tell us and revise to disclose how you
apply EITF 00-21 in your accounting for revenues with multiple elements.  In your disclosure, it should be clear when  you defer revenues, how you measure the
deferred amounts and when you recognize the revenues that are deferred.  Tell us
and disclose how you consider acceptance provisions in your revenue recognition policy.

Neal Verfuerth
Orion Energy Systems, Inc.
October 22, 2007 Page 5  22. Please refer to prior comments 64 and 65.  Please tell us in more detail about the
significant terms of your sale-type programs.   Please also tell us the significant
terms of your agreements with third party finance companies wherein you enter into an exchange for cash and future paym ents.  Explain the nature of the future
payments and how you determine the net pr esent value of the future payments.
 Net Income (loss) per Common Share, page F-14

 23. Please refer to prior comment 66.  We not e that you adjusted  your net income
attributable to common share holders and basic net income per share in response to
our prior comment to reflect the participa tion rights of the preferred shareholders
that is required by EITF 03-6 under th e two-class method.  Please revise to
provide the disclosures required by SFAS 154 for the correction of errors, or tell
us why the disclosures are not required.

Note F.  Temporary Equity and Shareholders’ Equity, page F-21

24. Please refer to prior comment 70.  Please disclose the method and period over which you are accreting the carrying value to the redemption value.
 Exhibits, page II-3

 25. We note your response to prior comment 73;  however, the exhibits you file should
be complete, including all attachments, unless the exhibit is properly filed under
Regulation S-K Item 601(b)(2 ) and you comply with the last sentence of Item
601(b)(2).  We note for example, the missing attachments from exhibit 4.10.
 Signatures

 26. Please do not omit text required on the Signatures page.

*  *  *  *  *  *  *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in

Neal Verfuerth
Orion Energy Systems, Inc. October 22, 2007 Page 6  possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.     In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 You may contact Dennis Hu lt at (202) 551-3618 or Kaitlin  Tillan, Assistant Chief
Accountant, at (202) 551-3604 if you have  questions regarding comments on the
financial statements and related matters.  Please contact Jose ph McCann at (202) 551-
6262 or me at (202) 551-3617 with any other questions.

    S i n c e r e l y ,

Russell Mancuso Branch Chief
  cc (via fax): Steven R. Barth, Esq.—Foley & Lardner LLP   Carl R. Kugler, Esq.— Foley & Lardner LLP

September 18, 2007

Mail Stop 6010

Neal R. Verfuerth
President and Chief Executive Officer
Orion Energy Systems, Inc.
1204 Pilgrim Road
Plymouth, WI  53073

Re: Orion Energy Systems, Inc.
Registration Statement on Form S-1
Filed August 20, 2007
  File No. 333-145569

Dear Mr. Verfuerth:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Prospectus

1. Please confirm that any preliminary prosp ectus you circulate will include all non-
Rule 430A information.  This includes the price range and related information
based on a bona fide estimate of the public  offering price within that range, and
other information that was left blank th roughout the document.  Please note that
we may have additional comments after you file this information.

2. Please provide us copies of all graphics  that you intend to use in your document.

Neal Verfuerth
Orion Energy Systems, Inc.
September 18, 2007 Page 2

Industry and Market Data Forecasts, page ii

3. Please tell us whether al l industry data you cite in your document is publicly
available.  Also tell us whether:

• you commissioned the industry reports;
• the industry reports were prepared for use in your registration statement;
• you are affiliated with the sour ces of the industry reports; and
• the sources of the reports consented to your use of their data in this
registration statement.

Our Business, page 1

4. Please tell us the criteria that you used to determine that customers you highlight
in the summary are objectively representative of your customer base.  Also tell us
whether you identified all customers that satisfy those criteria.

5. With a view toward disclosure, please tell us the portion of your  installations that
are leased as mentioned on page 55.

Risk Factors, page 4

6. Please note that your risk factors s hould immediately follow your one-page
prospectus cover or the summary.  Alt hough we do not object to the location of
the information on your table of contents page, please relocate the information on
page ii to a more appropriat e section of your document.

Summary Historical Consolidated and Pro Fo rma Financial Data a nd Other Information,
page 7

7. Please remove your presentation of th e non-GAAP measure ‘Temporary equity
and shareholders’ equity.’  Otherwis e, ensure that your non-GAAP financial
information complies with Item 10(e) of Regulation S-K.  Please similarly remove
or revise this presentation in your capitalization table on page 29 and your
selected historical consolidat ed financial data on page 32.

Other Information, page 8

8. Please show us your detailed calculations  supporting your disc losure that your
systems are responsible for 2,914,625 customer kilowatt hours saved.

Neal Verfuerth
Orion Energy Systems, Inc.
September 18, 2007 Page 3

Some of the intellectual prope rty we use in our business is  owned by our chief executive
officer, page 15

9. Please quantify the portion of your busine ss that you derive from intellectual
property owned by your chief executive officer.

Our retrofitting process, page 17

10. With a view toward clarifying or additiona l risk factors as ap propriate, please tell
us whether your products contain hazardous materials.

Use of Proceeds, page 27

11. Please indicate the approximate amount you intend to spend to fund increased
sales and marketing expenses.  Please refer to Item 504 of Regulation S-K.

12. If you do not have a specific plan for a si gnificant portion of th e proceeds, please
state and discuss the princi pal reasons for the offering.

Capitalization, page 28

13. “Cash and cash equivalents” is not a component of capita lization as applicable to
this disclosure. Pleas e revise to remove that capti on from the presentation of
capitalization.

Revenue and Expense Components, page 34

14. We note the level of revenue is depend ent upon several factors, including the
Company’s ability to realize revenue from  its services and shared savings sales
program.  Please expand your discussion in  MD&A under Results of Operations
to qualitatively and quantita tively describe the services and shared savings sales
programs and if significant, th eir impact on total revenues.

Income Taxes, page 37

15. We note your disclosure in the last paragraph that you “may” have had an
ownership change affecting your use of loss carry forwards.  Please clarify the
reason for the uncertainty.

Neal Verfuerth
Orion Energy Systems, Inc.
September 18, 2007 Page 4

Revenue, page 39

16. Please explain the basis for your statement that backlog comparisons may not be meaningful.  Also, if customers can cancel orders, please say so in your
discussion of backlog.

Gross Margin, page 40
17. With a view toward expanded disclosure  regarding the trends affecting your
margins or other results:
• please tell us how completion of your ex isting backlog will affect margins;
• if sales through contractors and value-added resellers  affect your margins,
please discuss these effects given your disclosure on page 35 regarding your planned emphasis on such sales, and quan tify the extent to which such sales
contributed to your hi storic results; and
• if your enhanced emphasis on your shared savings type sales and energy management services as disclosed on pa ge 70 will affect historic results,
please provide appropriate discu ssion analysis in your MD&A.

Research and Development, page 40

18. Please describe your “regulatory and legislative” initiatives.

Working Capital, page 49

19. To better explain cash flows from operati ons, please revise to discuss significant
changes to the components of working cap ital – i.e., indivi dually significant
changes in line items.  For example, we  note that accrued expenses increased $1.1
million or 27% over the quarter ending June 30, 2007.  Please address the impact on your working capital. When you cite changes in components of working
capital, explain the reasons for the changes.

20. Please revise your reference in the second pa ragraph to “near term” to clarify that
you have discussed your liqui dity on both a short-term and long-term (greater
than one year) basis.

Neal Verfuerth
Orion Energy Systems, Inc.
September 18, 2007 Page 5
Indebtedness, page 50

21. Please discuss the operational developments  that caused the defaults like those
mentioned in the Third Amendment filed with exhibit 4.5.  Also describe how you
addressed the defaults.

Capital Spending, page 51

22. Please disclose the capital spending li mitations contained in your credit and
security agreement with Wells Fargo and di scuss how, if at all,  this agreement has
influenced your capital spending budget since its inception in December 2005.
Please indicate whether you will seek to renegotiate terms relating to capital
spending limitations following this offering.

Internal Control Over Financial Reporting, page 52

23. We note your disclosure that you issued a full recourse promissory note to a
director in fiscal year 2006 and that you subsequently determined the note was
issued at a below market rate.  Please iden tify the director who received the note.

Stock-based Compensation, page 56

24. We refer to your discussion regarding th e Company’s valuation of option grants,
particularly Wipfli’s independent valuati on.  Please revise your discussion to
quantitatively and qualitatively describe the significant parameters and factors
used by Wipfli both in their November  30, 2006 valuation and their April 30,
2007 analysis that changed and led to the increased valuation from $2.20 per
share at November 30, 2006 to $4.15 per share at April 30, 2007.  We note the probability factors mentioned in the Apr il 30, 2007 valuation.  Also, distinguish
those existing factors that were used so lely in one valuation and not the other,
indicating the reason the factor was not considered in both valuations if not
readily apparent.

25. In this regard, indicate when  discussions were initiated  with your underwriter(s).
We will delay our final assessment of your response pending inclusion of the estimated IPO price in the filing.

Business, page 63

26. Please describe the general development of your business over the past five years.
Please refer to Item 101(a) of Regulation S-K.  For example, it appears that you
should describe your “Illuminator” system, which you identify on page 8, and the reasons for and changes in the successor system.

Neal Verfuerth
Orion Energy Systems, Inc.
September 18, 2007 Page 6
27. We note your reference to December 1, 2001.  Please clarify whet her this is the
date on which you began to sell products .  If not, please clarify why you chose
that date for the disclosed calculations.

Products and Services, page 69

28. Please provide the three-year revenue history by product or service class as
required by Regulation S- K Item 101(c)(1)(i).

29. We note that in footnote 7 on page 8 you i ndicate that you have replaced fixtures
with products other than HIF lighting systems and that these products have
provided wattage reductions comparable to  your HIF systems.  Please describe
these other products that have provided wattage reduc tions comparable to your
HIF systems.

The Compact Modular, page 69

30. We note your disclosure that your product can increase light quantity by
approximately 50%.  With a view to ward clarified disclosure, please:

• provide us a copy of the studies that support this disclosure, and
• tell us the range of percenta ge improvement shown by tests.

Services, page 70

31. Please clarify whether “[y]our national netw ork of qualified instal lers” consists of
your employees. Also, in an appropriate section of your document, please explain clearly the extent to which your products  can be installed by customers and the
portion that requires pr ofessional installation.

Customers, page 70

32. Please identify the customer that accounted  for 20% of your revenue as mentioned
on page 13.

Competition, page 71

33. We note your reference to lower-cost alte rnatives on page 12.  To clarify your
competitive position, please explain any cost advantages of alternative systems.

Intellectual Property, page 71

34. Please indicate the duration of all patent s and trademarks you hold as required by
Regulation S-K Item 101(c)(1)(iv).

Neal Verfuerth
Orion Energy Systems, Inc.
September 18, 2007 Page 7

35. We note your disclosure regarding your pa tents covering portions of the core HIF
technology.  With a view toward clarifie d disclosure, please tell us who has
patented the rights to the balance of  the HIF technology and how you have access
to those rights.

Board Committees, page 75

36. Please reconcile your statement on page 76 regarding the independence of the
audit committee members with your disclo sure on page 100 regarding consulting
fees.

Setting Executive Compensation, page 77

37. Please expand upon your statement that your compensation committee “generally” was directly involved in  setting compensation for your chief
executive officer and in determining and approving equity awards for all of your
NEOs.  To the extent that your compensation committee was indirectly or uninvolved in establishing certain compensa tion levels, please disclose.  To the
extent that other parties had the right to veto compensation decisions, please
discuss that right and the ex tent to which it was exerci sed; for example, we note
section 2.8 of exhibit 4.1.

38. Please discuss Mr. Verfuerth’s current and past role in establishing compensation
for his wife, Ms. Verfuerth.

39. We note your disclosure regarding actions to be made before the closing of the
offering, including IPO bonuses, new empl oyment agreements, a management
cash bonus program and the fiscal 2008 shor t-term incentive program.  Please tell
us when the action will be taken relative to the effective date of the registration
statement.

40. Please identify the component companies in your “informal market surveys.”
Likewise, please identify the companies menti oned in the last sentence of the first
full paragraph on page 78 and the competitors mentioned on page 80.

Base Salary, page 79

41. Please revise to identify the “increasing responsibilities” that were the basis for
the salary increases.  See Regul ation S-K Item 402(b)(2)(vii).

Neal Verfuerth
Orion Energy Systems, Inc.
September 18, 2007 Page 8

Short-Term Cash Bonus Incentive Compensation…, page 80

42. Please provide specific information regard ing (1) the qualitati ve and quantitative
bases for the discretionary cash bonuses paid in fiscal 2007 and (2) how those
achievements resulted in the specific dollar amount of bonus paid.  If the
decisions were based on the subjective evaluation of your CEO, please say so
directly.

Long-Term Equity Incentive Compensation, page 82

43. Although we note your disclosure regarding general policies rela ting to your long-
term equity incentive compensation, pleas e include a more focused discussion
that provides substantive analysis an d insight into how the compensation
committee determined the actual award amounts.  For example, please discuss and analyze how the compensation comm ittee determined the actual number of
shares underlying the stock options awarde d to each named executive officer and
set forth the rationale for the varian ces of these awards among the named
executive officers.

44. We note you reference to executives redeem ing shares.  Please clarify how an
executive can redeem shares in your co mpany.  Do you mean that you elected to
redeem the shares?  Did the executive have a put option?

Perquisites and Other Personal Benefits, page 84

45. Please discuss how the 1% fee was set.  For example, did you determine that the guarantee permitted you to obtain an interest  rate reduction of more than 1%?

Severance and Change of Control Arrangements, page 85

46. Please expand your disclosure regarding the protections afforded to your NEOs under your new employment agreements by explaining how you determined severance pay amounts and durations of employment agreements.  Please make your disclosures specific to each NEO.

47. In your discussion of the definition of “change of control,” please indicate the basis for selecting particular events  as triggering payments.  Refer to
Item 402(b)(2)(xi) of Regulation S-K.

Neal Verfuerth
Orion Energy Systems, Inc.
September 18, 2007 Page 9

Director Compensation, page 99

48. Please clarify which four years are repres ented by the option grants mentioned in
the first paragraph.

49. Please describe the consulting services  mentioned on page 100, including how
those services went beyond the services expected from a director for which you had paid a director fee.  Also disclose the terms of the arrangement under which
the services were provided.

Principal and Selling Shareholders, page 102

50. Please identify the individuals who benefici ally own the shares held in the name
of GE Capital Equity Investments, Inc.

51. With a view toward disclosure, please tell us about the transactions in which the
selling stockholders acquired the offe red shares, including the date and the
consid