SecProbe.io

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 September 10, 2025

Alison G. Vasquez
Executive Vice President and Chief Financial Officer
Orion Group Holdings Inc
2940 Riverby Road, Suite 400
Houston, TX 77020

 Re: Orion Group Holdings Inc
 Form 10-K for the year ended December 31, 2024
 Filed March 6, 2025
 File No. 001-33891
Dear Alison G. Vasquez:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
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 ​ ​ September 5, 2025 ​ William Demarest United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549-3561 ​ Re: Orion Group Holdings, Inc. Form 10-K for the Fiscal Year ended December 31, 2024 Filed March 6, 2025 File No. 001-33891   Ladies and Gentlemen:   On behalf of Orion Group Holdings, Inc. (the “ Company ”), we submit this letter in response to the comments received from the staff of the Division of Corporation Finance (the “ Staff ”) of the Securities and Exchange Commission by letter dated September 2, 2025, regarding the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. ​ For your convenience, we have prefaced each response by the exact text of the Staff’s corresponding comment in bold text. ​ Form 10-K for the year ended December 31, 2024 16. Employee Benefits, page F-29 1. In future filings, please revise your disclosure to state whether your contributions to any of the multiemployer plans represent more than 5 percent of total contributions to the plan as indicated in the plan’s most recently available annual report (Form 5500 for U.S. plans). Reference is made to ASC 715-80-50-5. ​ RESPONSE ​ The Company acknowledges the Staff’s comment. Based on its review of the most recently available Form 5500 filings, the Company’s contributions to the multiemployer plans in which it participates do not exceed 5 percent of total contributions to any such plan. Beginning with its Annual Report on Form 10-K for the year ending December 31, 2025, the Company will revise its disclosure to affirmatively state whether its contributions exceed 5 percent of the total contributions to the plan. ​ 18. Segment Information, page F-31 2. Please revise your disclosure in future filings to clearly identify a measure of profit or loss for each reportable segment (i.e. state whether segment operating income or segment gross profit is the primary measure), in accordance with ASC 280-10-50-­22. Also, for each reportable segment clearly identify the significant expense categories and amounts that are regularly provided to the chief operating decision maker and disclose for each reportable segment an amount for other segment items. Reference is made to ASC 280-10-50-26A and 50-26B. ​ RESPONSE ​ The Company acknowledges the Staff’s comment. The Company’s chief operating decision maker (“ CODM ”) evaluates performance primarily on the basis of segment operating income. Beginning with its Quarterly Report on Form 10-Q for the period ending September 30, 2025, the Company will revise its segment disclosures to: (1) identify segment operating income as the primary measure of profit or loss for each reportable segment; (2) present significant expense categories and amounts regularly provided to the CODM, including direct costs of contract revenue, depreciation and amortization, and general and administrative expenses; and (3) disclose an amount for other segment items for each reportable segment. *          *          *          *          * ​ Should you have any questions regarding the responses contained herein, please contact me at avasquez@orn.net.   Very truly yours,           ORION GROUP HOLDINGS, INC.           ​ By:   /s/ Alison G. Vasquez       Alison G. Vasquez       Executive Vice President, Chief Financial Officer and Treasurer   ​ cc: Shannon Menjivar (U.S. Securities and Exchange Commission)              Travis J. Boone (Orion Group Holdings, Inc.) E. Chipman Earle (Orion Group Holdings, Inc.)   Eden Rooney (KPMG, LLP)   Clint Smith (Jones Walker LLP)  ​

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 September 2, 2025

Alison G. Vasquez
Executive Vice President and Chief Financial Officer
Orion Group Holdings Inc
2940 Riverby Road, Suite 400
Houston, TX 77020

 Re: Orion Group Holdings Inc
 Form 10-K for the year ended December 31, 2024
 Filed March 6, 2025
 File No. 001-33891
Dear Alison G. Vasquez:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the year ended December 31, 2024
16. Employee Benefits, page F-29

1. In future filings, please revise your disclosure to state whether your
contributions to
 any of the multiemployer plans represent more than 5 percent of total
contributions to
 the plan as indicated in the plan's most recently available annual
report (Form 5500
 for U.S. plans). Reference is made to ASC 715-80-50-5.
18. Segment Information, page F-31

2. Please revise your disclosure in future filings to clearly identify a
measure of profit or
 loss for each reportable segment (i.e. state whether segment operating
income
 or segment gross profit is the primary measure), in accordance with ASC
280-10-50-
 22. Also, for each reportable segment clearly identify the significant
expense
 categories and amounts that are regularly provided to the chief
operating decision
 maker and disclose for each reportable segment an amount for other
segment items.
 Reference is made to ASC 280-10-50-26A and 50-26B.
 We remind you that the company and its management are responsible for
the accuracy
 September 2, 2025
Page 2

and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact William Demarest at 202-551-3432 or Shannon Menjivar at
202-551-
3856 if you have questions regarding comments on the financial statements and
related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Real Estate
& Construction
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​

May 23, 2024

​

VIA EDGAR

​

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Benjamin Holt

 Re:

 Orion Group Holdings, Inc.

Registration Statement on Form S-3 (File No. 333-279527)

Request for Acceleration of Effectiveness

​

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the Securities and Exchange Commission accelerate the effective date of the Registration Statement on Form S-3 (No. 333-279527) (the “Registration Statement”) so that it will become effective at 4:00 p.m., Eastern Time, on May 28, 2024 or as soon thereafter as may be practicable.

Please contact Clinton H. Smith of Jones Walker LLP at (504) 582-8429, counsel to the Registrant, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Sincerely,

Orion Group Holdings, Inc.

​

/s/ E. Chipman Earle

By:

 E. Chipman Earle

Title:

 Executive Vice President, General Counsel, Chief Administrative Officer, Chief Compliance Officer and Corporate Secretary

​

cc: Curtis R. Hearn, Jones Walker LLP

Clinton H. Smith, Jones Walker LLP

​

United States securities and exchange commission logo
May 22, 2024
Travis J. Boone
President, Chief Executive Officer and Director
Orion Group Holdings Inc.
12000 Aerospace Avenue, Suite 300
Houston, TX 77034
Re:Orion Group Holdings Inc.
Registration Statement on Form S-3
Filed May 20, 2024
File No. 333-279527
Dear Travis J. Boone:
            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 Benjamin Holt at 202-551-6614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Clinton H. Smith

Mail Stop 4631

June 1, 2017

Via E -mail
Mr. Christopher J. DeAlmeida
Chief Financial  Officer
Orion Group Holdings, Inc.
12000 Aerospace, Suite 300
Houston, Texas  77034

 RE: Orion Group Holdings, Inc.
Form 10 -K for the Year Ended December 31, 2016
Filed March 24, 2017
File No. 1 -33891

Dear Mr. DeAlmeida:

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

/s/ John Cash

John Cash
Accounting Branch Chief
Office of Manufacturing and
Construction

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		Document

May 12, 2017

Mr. John Cash

Accounting Branch Chief

Office of Manufacturing and Construction

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE, Mail Stop 4631

Washington, D.C. 20549

RE:    Orion Group Holdings, Inc.

Form 10-K for the Year Ended December 31, 2016

Filed March 24, 2017

Form 8-K

Filed March 15, 2017

File No. 1-33891

Dear Mr. Cash:

This letter is provided by Orion Group Holdings, Inc. (the "Company") in response to the letter from the staff of the Division of Corporation Finance (the "Staff"), of the U.S. Securities and Exchange Commission dated May 8, 2017 (the "Comment Letter") and based on our conversation with the Staff on May 10, 2017, relating to the above-referenced Comment Letter.  For the Staff's convenience, the Company's responses are prefaced by the exact text of the Staff's corresponding comment, which in each case is set forth in bold text.

Form 10-K for the Year Ended December 31, 2016

Controls and Procedures, page 37

Managements Report on Internal Control Over Financial Reporting, page 37

1.

 Please revise future filings to clarify which version, 1992 or 2013, of the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission's Internal Control - Integrated Framework you utilized when performing your assessment of internal control over financial reporting.

Response:  Based upon the above comment, the Company will, in future filings, clarify that the Company utilized the 2013 version of the criteria described in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission, when conducting an assessment of the Company's internal controls over financial reporting.

Form 8-K filed on March 15, 2017

2.     We note the use of non-GAAP Measures and have the following comments:

•

 You disclose non-GAAP financial measures more prominently than directly comparable GAAP measures.  In this regard, we note in your 2016 highlights that you have highlighted your  year over year increase in EBITDA without highlighting the comparable GAAP measure.  We also note your discussion of EBITDA and EBITDA margin on a consolidated and segment basis without discussion of their comparable GAAP measures for all periods presented.  Please refer to Question 102.10 of the

Page 1

updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016 and revise future filings accordingly;

Response:

•

 In future filings, the Company will ensure GAAP measures are presented equally or more prominently than the comparable non-GAAP measures.

•

 As it pertains to the EBITDA and EBITDA margin references in the consolidated sections, the Company will insert Net Income (GAAP measure) to precede the non-GAAP EBITDA references. Further, the Company will insert language directly following the measures acknowledging EBITDA and EBITDA margin’s standing as a non-GAAP measure. The language will include the location of each measure’s definition within the document, and the location of the GAAP to non-GAAP reconciliation tables.

•

 For sections showing segment results, the Company will insert the GAAP measure of Income/(loss) before income taxes and add an explanation that on a segment basis Income/(loss) before income taxes is the most comparable GAAP measure to EBITDA due to the Company not allocating taxes on a segment level.  Further, the Company will insert language directly following the measures acknowledging EBITDA and EBITDA margin’s standing as non-GAAP measures. The language will include the location of each measure’s definition within the document, and the location of the GAAP to non-GAAP reconciliation tables.

•

 You disclose one-time charges related to differing site conditions on a specific contract and the tax effects in your reconciliation of adjusted net income.  Please expand your disclosures to explain how tax effects of your non-GAAP adjustments are calculated.  Refer to Question 102.11 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016; and

Response:  In response to the above comment and in reference to Question 102.11 of the updated Non-GAAP Compliance and Disclosure interpretation, the Company will revise its disclosures in reference to the calculation of the tax effects of any non-GAAP adjustments. Revised net income (GAAP) to Adjusted Net Income (non-GAAP) reconciliation tables will provide the gross profit associated with one-time charges related to the gross profit adjustment as result of differing site conditions on a specific contract and the applied tax rate used to calculate for the net adjustment.

Refer to the below table to see the revised disclosure mentioned above:

Orion Group Holdings, Inc. and Subsidiaries

Reconciliation of Adjusted Net Income

(In thousands, except per share information)

 Three months ended December 31,

 Twelve months ended December 31,

 2016

 2016

 (Unaudited)

 (Unaudited)

Net loss

 $

 (6,343

 )

 $

 (3,620

 )

One-time charges related to differing site conditions on a specific contract and the tax effects

        Add: Gross loss on a specific contract

 8,086

 8,086

        Less: Tax rate of 14% applied to gross profit(1)

 (1,132

 )

 (1,132

 )

Total one-time charges related to differing site conditions on a specific contract and the tax effects

 6,954

 6,954

   NOL valuation allowances

 1,872

 1,872

Adjusted net income

 $

 2,483

 $

 5,206

Adjusted EPS

 $

 0.09

 $

 0.19

(1) Tax adjustment reflects the impact that the non-GAAP item has on the tax provision.

Page 2

•

 Please more fully explain how and why you determined it is appropriate to revise your non-GAAP performance measure of Adjusted net income to exclude the one-time charge related to your NOL valuation allowances.  Please tell us what this amount represents and how you calculated the overall tax rate based on the new non-GAAP pretax income.  Refer to Question 102.11 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.

Response:  In reference to the above comment, the Company is providing to the SEC further clarification on the determination of the Net Operating Loss ("NOL") valuation allowance on the Company's non-GAAP adjustments and how that calculation affected the calculation of the overall tax rate.

In accordance with ASC 740, the Company is required to assess the need for a valuation allowance and reduce its deferred tax assets if it is more likely than not that some or all of the deferred tax assets will not be realized.  A valuation allowance should be sufficient to reduce the deferred asset to an amount that is more likely than not able to be realized.  Judgment is needed when considering the impact of negative and positive evidence.

The Company assessed the realizability of its deferred tax assets at December 31, 2016, and considered whether it was more likely than not that some portion or all of the deferred tax assets will not be realized.  The realization of deferred tax assets depends upon the generation of future taxable income, which includes the reversal of deferred tax liabilities, during the periods in which these temporary differences becomes deductible.

The Company has a tax effected NOL carryforward in 2016 for state income tax reporting purposes due to the losses sustained in various states. The Company believes it will be able to partially utilize these NOLs against future income primarily with reversing of temporary differences attributable to depreciation, due to expiration dates well into the future. However, the Company has determined that a portion of the NOLs related to certain jurisdictions will more likely than not, not be able to be fully utilized. Therefore, a valuation allowance was established for this portion of the NOL. For federal tax purposes, the Company has utilized its ability to carry losses back prior to 2016.

In 2016, the Company determined that the cumulative years of losses justified adding a valuation allowance for certain additional entities with regard to multiple state jurisdictions. This additional valuation allowance was related to the accumulated performance of certain entities over time and not reflective of how Orion Group Holdings, Inc. operated in the reporting period or will operate going forward.  Therefore, management believes it was prudent to present the public with a non-GAAP performance measure of adjusted net income to be more reflective of how the company operated in the reporting period.

Refer to the the table shown in the previous response to see a revised disclosure related to this response as well.

We hope that our answers above appropriately respond to the Staff's comments.  Please do not hesitate to contact me by telephone at (713) 852-6500 with any questions or comments regarding this correspondence.

Sincerely,

Orion Group Holdings, Inc.

/s/ Christopher J. DeAlmeida

Christopher J. DeAlmeida

Vice President and Chief Financial Officer

Page 3

Mail Stop 4631

May 8 , 2017

Via E -mail
Mr. Christopher J. DeAlmeida
Chief Financial  Officer
Orion Group  Holdings , Inc.
12000 Aerospace, Suite 300
Houston, Texas 77034

 RE: Orion Group  Holdings , Inc.
Form 10 -K for the Y ear Ended December 31 , 2016
Filed March 24, 2017
Form 8 -K
Filed March 15, 2017
File No. 1 -33891

Dear  Mr. DeAlmeida :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not bel ieve our
comments apply to your facts and circumstances , please  tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10-K for the Year Ended December 31 , 2016

Controls and Procedures, page 37

Management’s Report on Internal C ontrol Over Financial Reporting,  page 37

1. Please revise future filings to clarify which version, 1992 or 2013, of the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission’s Internal
Control — Integrated Framework  you utilized when performing your assessment of
internal control over financial reporting .

Christopher J. DeAlmeida
Orion Group  Holdings , Inc.
May 8, 2017
Page 2

 Form 8 -K filed on March 15, 2017

2. We note the use of non -GAAP Measures and have the following comments:
 You disclose non -GAA P financial measures more prominently than dire ctly
comparable GAAP measures.  In this regard, we note in your 2016 highlights that
you have highlighted your year over year increase in EBITDA without
highlighting the comparable GAAP measure.  We also note y our discussion of
EBITDA and EBITDA margin on a consolidated and segment basis without
discussion of their comparable GAAP measu res for all periods presented.  Please
refer to Question 102.10 of the updated Non -GAAP Compliance and Disclosure
Interpretation s issued on May 17, 2016 and revise future filings accordingly;
 You disclose one -time charges related to differing site conditions on a specific
contract and the tax effects in your reconcil iation of adjusted net income.  Please
expand your disclosures to explain how tax effects of your non -GAAP
adjustments are calculated.   Refer to Question 102.11 of the updated Non -GAAP
Compliance and Disclosure Interpretations issued on May 17, 2016; and
 Please more fully explain how and why you determined it is appropri ate to revise
your non -GAAP performance measure of Adjusted net income to exclude the
one-time charge related to your NOL valuation allowances.  Please tell us what
this amount represents and how you calculated the ove rall tax rate based on the
new non -GAA P pretax income.   Refer to Question 102.11 of the updated Non -
GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notw ithstanding any review, comments, action or absence of
action by the staff.

You may contact Ernest Greene, Staff Accountant at (202) 551 -3733 or Jeffrey Gordon ,
Staff Accountant  at (202) 551 -3866  if you have questions regarding comments on the financial
statements and related matters.

  Sincerely,

/s/ John Cash

        John Cash
Accounting Branch Chief
        Office of Manufacturing and
Construction

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

       DIVISION OF
CORPORATION FINANCE

                                                                               February 25, 2011
 Mr. Mark R. Stauffer Chief Financial Officer Orion Marine Group, Inc. 12000 Aerospace Dr., Suite 300  Houston, Texas 77034
RE: Orion Marine Group, Inc.
Form 10-K for the Year Ended December 31, 2009
Forms 10-Q for the Periods Ended March 31, 2010, June 30, 2010 and September 30, 2010 Definitive Proxy Statement on Sc hedule 14A filed on April 12, 2010
Form 8-K filed July 1, 2010 File No. 1-33891

Dear Mr. Stauffer:
 We have completed our review of your  filings and do not have any further
comments at this time.

  Sincerely,            R u f u s  D e c k e r
       Accounting Branch Chief

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    secresponsefeb18.htm

February 18, 2011

Mr. Rufus Decker

Accounting Branch Chief

U.S. Securities and Exchange Commission

100 F Street, N.E., Mail Stop 7010

Washington, D.C. 20549

RE:           Orion Marine Group, Inc.

Form 10-K for the Year Ended December 31, 2009

Forms 10-Q for the Periods Ended March 31, 2010, June 30, 2010 and September 30, 2010

Definitive Proxy Statement on Schedule 14A filed on April 12, 2010

Form 8-K filed July 1, 2010

File No. 1-33891

Dear Mr. Decker:

Orion Marine Group, Inc., (the “Company”) hereby responds to the comments received by facsimile on February 8, 2011 from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”).  For your convenience and as requested, the Company’s responses are prefaced by the exact text of the Staff’s corresponding comment, which in each case is set forth in bold text.

DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A

  General

1.

We note your response to comment 13 of our letter dated December 23, 2010; however we reissue the comment.  Please supplementally advise us of the basis for your conclusion that your compensation policies and practices are not reasonably likely to have a material adverse effect such that you were not required to provide disclosure pursuant to Item 402(s) of Regulation S-K, and briefly describe for us the process you undertook to reach that conclusion.

Response:  In 2009, the Company internally assessed the design and effectiveness of its executive and employee incentive plans with respect to enterprise risk factors, noting the various ways in which risk is managed or mitigated.  The Company’s practices and policies that mitigate compensation risk include:

·

Capping the annual incentive pool for named executive officers at no more than twice the base salaries of the participants

·

Utilizing multiple financial targets and individual performance goals in our annual incentive plan (aside from simply measuring annual profitability) to ensure the quality and sustainability of our annual results; and

·

Providing a significant portion of direct compensation for our named executive officers in the form of equity; placing a balanced emphasis on both short term profitability and long-term value creation.

The Compensation Committee reviewed this analysis, and concluded that the Company’s policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.  For the 2010 fiscal year, the Company retained an outside consultant, Pearl Meyer & Partners, to assist with this assessment.

    In future filings, the Company will comply with the provisions of Item 402(s) of Regulation S-K, and will provide the appropriate disclosures.

Mr. Rufus Decker

Accounting Branch Chief

U.S. Securities and Exchange Commission

100 F Street, N.E., Mail Stop 7010

Washington, D.C. 20549

February 18, 2011

Compensation Discussion & Analysis

Establishing Executive Compensation, page 18

2.

We note that in response to comment 15 of our letter dated December 23, 2010 you state that your fiscal 2009 target total direct compensation for your executives fell between the 50th and 75th percentiles for each position.  However, it remains unclear whether you targeted the compensation for such executives so that it was paid consistent with a specific percentage of the peer group compensation, and, if so, how the Compensation Committee made its decision to pay actual compensation outside of such targeted percentile range.  With a view toward future filings, please provide us supplementally with draft disclosure explaining the specific factors that were considered by the Compensation Committee for any named executive officer that received compensation outside of such targeted percentile range.

Response:  In future filings, the Company will provide additional disclosure in respect of targeted compensation for its named executive officers.  A draft disclosure is provided below to apply the Staff’s comments:

While the annual targeted total direct compensation for the Company’s named executive officers is selected to fall within the 50th and 75th percentiles of the marketplace (i.e. the Company’s peer group), actual total compensation is determined based on internal evaluations of performance against annual goals, as well as the Company’s achievement of annual profitability, such that actual compensation is not benchmarked against the peer group, but rather is considered only in relation to targeted compensation.

The following chart illustrates for each named executive officer the relationship between his fiscal 2009 target total direct compensation and a market reference point, showing the approximate percentile of the marketplace for each (incorporating a blend of peer group and survey data).  As shown in the table below, fiscal 2009 target total direct compensation for our executives fell between the market 50th and 75th percentiles for each position – for an average posture at the 55st percentile.  No named executive officer received compensation outside the targeted percentile range.

Page 2

Mr. Rufus Decker

Accounting Branch Chief

U.S. Securities and Exchange Commission

100 F Street, N.E., Mail Stop 7010

Washington, D.C. 20549

February 18, 2011

Performance-Based Incentive Compensation, page 20

3.

We note that in response to comment 19 of our letter dated December 23, 2010 you state that in determining the discretionary award to be paid pursuant to the EIP, the Compensation Committee considers whether the executive met certain individual performance goals that are each given a specific weighting.   With a view toward future filings, please provide us supplementally with draft disclosure showing the specific weighting that was assigned to each individual performance goal for fiscal year 2009.

Response:  Individual performance goal weightings are determined by the Compensation Committee and are based on a variety of individual performance criteria, such as contribution to profitability; strategic goals; and individual growth and development.

The following draft disclosure below provides the individual goals and corresponding weightings for the 2009 fiscal year.

J. Michael Pearson – President and Chief Executive Officer

2009 performance goals for Mr. Pearson were designed to position the Company for additional growth of which 40% related to identification of potential acquisition targets and 30% related to internal management structure.  In addition, 30% of Mr. Pearson’s individual goals target was to initiate a retention and in-house Best Practices training program for project managers and project engineers.

Mark R. Stauffer – Executive Vice President and Chief Financial Officer

Mr. Stauffer’s 2009 performance goals were designed to make recommendations to enhance the Company’s capital structure (34%) and build on the strengths of the Finance Department through enhanced analysis and reporting (33%).  In addition, 33% of Mr. Stauffer’s individual goals target was comprised of further professional development.

Elliott J. Kennedy – Executive Vice President

Mr. Kennedy was challenged in 2009 to complete a program to update the Company’s dredges within the area of his supervision (30% of his individual goal component), enhance the Company’s position to seek larger projects (40%), and personally further his professional development (30%).

James L. Rose – Executive Vice President

2009 performance goals for Mr. Rose were to meet financial performance targets for operations under his direction (70%) and to further his professional development (30%).

Peter R. Buchler – Executive Vice President and General Counsel

40% of Mr. Buchler’s individual goals related to enhanced compliance training throughout the organization, and an additional 40% related to enhancement of health, safety and environment practices throughout the Company.  Controlling legal fees represented 20% of his individual goal component.

4.

We note that in response to comment 20 of our letter dated December 23, 2010 you state that the determination of the target bonus amount as a percentage of salary is “based on the Company’s belief that there should be a strong relationship between pay and corporate performance in relation to the executive’s position within the Company.”  While we recognize that this is the general motivation for setting the target bonus amount, it is unclear how you specifically determine where the target will fall in the range of 30% to 50% of the executive’s base salary.  With a view toward future filings, please provide us supplementally with draft disclosure explaining specifically how the target bonus amount for fiscal year 2009 was determined.

Response:  The following draft disclosure below explains specifically how the target bonus amount for fiscal year 2009 was determined for Mr. Buchler:

The SIP Plan provides that participants may earn a target bonus of between 30% and 50% of the participant’s base salary. Target opportunities within that range are assigned based on the individual’s 1) position within the Company; 2) level of responsibility; 3) ability to impact profitability; and 4) external comparisons within the industry to maintain competitiveness to attract and retain talented and qualified personnel.  Based on these assessments, Mr. Buchler was assigned a target opportunity of 50%.

Page 3

Mr. Rufus Decker

Accounting Branch Chief

U.S. Securities and Exchange Commission

100 F Street, N.E., Mail Stop 7010

Washington, D.C. 20549

February 18, 2011

Grants of Plan Based Awards, page 27

5.

We note your response to comment 26 of our letter dated December 23, 2010.  However, your response provides a general description of the factors the Compensation Committee may consider in determining how many options and restricted shares to award.  With a view toward future filings, please provide us supplementally with draft disclosure showing how the Compensation Committee specifically determined the type and amount of the awards made during fiscal year 2009 pursuant to the LTIP for each of the named executive officers.

Response:  The following draft disclosure below explains how the Compensation Committee specifically determined the type and amount of the awards made during fiscal year 2009 pursuant to the LTIP for each of the named executive officers:

For 2009, the Compensation Committee analyzed the total target cash compensation component of each named executive officer relative to market data and determined the equity component required to align target total direct compensation within the 50% to 75% of the industry peer group.  After such determination, and with internal equity consideration given reflective of relative level of responsibility, the fair value of the equity component was divided equally between restricted shares and option grants.

In connection with the Company’s response to the Staff’s comments, the Company acknowledges that:

·

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 filing; 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.

We hope that our answers above appropriately respond to the Staff’s comments.  Please do not hesitate to contact me by telephone at (713) 852-6500 with any questions or comments regarding this correspondence.

Sincerely,

/s/ Mark R. Stauffer

Mark R. Stauffer

Executive Vice President and Chief Financial Officer

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

       DIVISION OF
CORPORATION FINANCE

                                                                           February 8, 2011
 Mr. Mark R. Stauffer Chief Financial Officer Orion Marine Group, Inc. 12000 Aerospace Dr., Suite 300  Houston, Texas 77034
RE: Orion Marine Group, Inc.
Form 10-K for the Year Ended December 31, 2009 Forms 10-Q for the Periods Ended March 31, 2010, June 30, 2010 and September 30, 2010 Definitive Proxy Statement on Sc hedule 14A filed on April 12, 2010
Form 8-K filed July 1, 2010 File No. 1-33891

Dear Mr. Stauffer:

We have reviewed your response letter  dated January 20, 2011 and have the
following comments.  In some of our comments, we may ask you to provide us with 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 circumstan ces, please tell us why in
your response.       After reviewing the information you provi de in response to these comments, we
may have additional comments.

DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A

 General

1. We note your response to comment 13 of our letter dated December 23, 2010;
however we reissue the comment.  Please supplementally advise us of the basis
for your conclusion that your compensa tion policies and practices are not
reasonably likely to have a material adverse affect such  that you were not required
to provide disclosure pursuant to Item  402(s) of Regulati on S-K, and briefly
describe for us the process you undertook to reach that conclusion.

Mr. Mark R. Stauffer
Orion Marine Group, Inc. February 8, 2011 Page 2  Compensation Discussion & Analysis

 Establishing Executive Compensation, page 18

2. We note that in response to comment 15 of our letter dated December 23, 2010
you state that your fiscal 2009 target tota l direct compensation for your executives
fell between the 50th and 75th percentiles for each pos ition.  However, it remains
unclear whether you targeted the compensati on for such executives so that it was
paid consistent with a speci fic percentage of the peer  group compensation, and, if
so, how the Compensation Committee made its decision to pay actual compensation outside of such targeted percentile range.  W ith a view toward
future filings, please provide us supplementally with draft disclosure explaining the specific targeted perc entile range for the 2009 fiscal year compensation and
the specific factors that were consid ered by the Compensation Committee for any
named executive officer that received co mpensation outside of such targeted
percentile range.
 Performance-Based Incentive Compensation, page 20

3. We note that in response to comment 19 of our letter dated December 23, 2010
you state that in determining the discreti onary award to be paid pursuant to the
EIP, the Compensation Committee consid ers whether the executive met certain
individual performance goals that are each given a specific weighting.  With a view toward future filings, please provide us supplementally with draft disclosure
showing the specific weighting that wa s assigned to each individual performance
goal for fiscal year 2009.
4. We that in response to comment 20 of  our letter dated December 23, 2010 you
state that the determination of the target bonus amount as a percentage of salary is
“based on the Company’s belief that ther e should be a strong relationship between
pay and corporate performance in relati on to the executive’s position within the
Company.”  While we recognize that this is the general motivation for setting the
target bonus amount, it is unclear how you specifically determine where the target will fall in the range of 30% to 50% of th e executive’s base salary.  With a view
toward future filings, plea se provide us supplementall y with draft disclosure
explaining specifically how the target bonus amount for fiscal year 2009 was
determined.
 Grants of Plan Based Awards, page 27

5. We note your response to comment 26 of our letter dated December 23, 2010.
However, your response provides a gene ral description of  the factors the
Compensation Committee may consider in  determining how many options and

Mr. Mark R. Stauffer
Orion Marine Group, Inc. February 8, 2011 Page 3
restricted shares to award.   With a view  toward future filings, please provide us
supplementally with draft disclosure showing how the Compensation Committee
specifically determined the type and am ount of the awards made during fiscal
year 2009 pursuant to the LTIP for each of the named executive officers.  You may contact Ernest Greene, Staff Accountant at (202) 551-3733 or Lisa
Etheredge, Staff Accountant at (202) 551-3424 if you have questions regarding
comments on the financial statements and related matters.  Please contact Erin Jaskot, Staff Attorney at (202) 551- 3442 or Dietrich Kin g, Staff Attorney at (202) 551-3338 with
any other questions.
            S i n c e r e l y ,
           R u f u s  D e c k e r
       Accounting Branch Chief

CORRESP
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    secresponse_2011jan19.htm

January 20, 2011

Mr. Rufus Decker

Accounting Branch Chief

U.S. Securities and Exchange Commission

100 F Street, N.E., Mail Stop 7010

Washington, D.C. 20549

RE:     Orion ·Marine Group, Inc.

            Form 10-K for the Year Ended December 31, 2009

            Forms 10-Q for the Periods Ended March 31, 2010, June 30, 2010 and September 30, 2010

            Definitive Proxy Statement on Schedule 14A filed on April 12, 2010

            Form 8-K filed July 1, 2010

            File No. 1-33891

Dear Mr. Decker:

Orion Marine Group, Inc., (the “Company”) hereby responds to the comments received by facsimile on December 23, 2010 from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”).  For your convenience and as requested, the Company’s responses are prefaced by the exact text of the Staff’s corresponding comment, which in each case is set forth in bold text.

FORM l0-K FOR THE YEAR ENDED DECEMBER 31, 2009

Management's Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies

Long-Lived Assets, page 29

1.

In the interest of providing readers with a better insight into management's judgments in accounting for long-lived assets, including property and equipment, please disclose the: following in your future filings:

How you group long-lived assets for impairment and your basis for that determination;

Please disclose how you determine when property, plant and equipment should be tested for impairment and how frequently you evaluate the types of events and circumstances that may indicate impairment;

Sufficient information to enable a reader to understand what method you apply in estimating the fair value of your long-lived assets; and

For any asset groups for which the carrying value was close to the fair value, please disclose the carrying value of the asset groups.

Please show us in your supplemental response what the revisions will look like.

Response:  The Company’s long-lived assets consist primarily of equipment used in its operations.  We review the carrying value of our equipment for impairment when events or changes in circumstances, such as poor utilization or physical condition of the asset indicate that the carrying value may not be recoverable.   We estimate the fair value of the equipment through known outside market transactions and our own expertise in the industry.  We assess whether future undiscounted net cash flows generated by the assets exceed the recorded carrying value to determine if impairment is indicated.

The following excerpt from our Annual Report on Form 10-K for the year ended December 31, 2009 revises our description of long-lived assets to apply the Staff’s comments to our future filings:

Our long-lived assets, which consist primarily of equipment used in our operations are grouped according to type and estimated useful life.  Fixed assets are carried at cost and are depreciated over their estimated useful lives, ranging from one to thirty years, using the straight-line method for financial reporting purposes and accelerated methods for tax reporting purposes. The carrying value of our long-lived assets is evaluated periodically based on utilization of the asset and physical condition of the asset, as well as the useful life of the asset to determine if adjustment to the depreciation period or the carrying value is warranted. If events and circumstances such as poor utilization or deteriorated physical condition indicate that the asset(s) should be reviewed for possible impairment, we use projections to assess whether future cash flows, including disposition, on a non-discounted basis related to the tested assets are likely to exceed the recorded carrying amount of those assets to determine if impairment exists.  If we identify a potential impairment, we will estimate the fair value of the asset through known market transactions of similar equipment and other valuation techniques, and could include the use of similar projections on a discounted basis. We will report a loss to the extent that the carrying value of the impaired assets exceeds their fair values. At December 31, 2009, there were no indicators of impairment for our asset groups.

Goodwill, page 29

2.

In the interest of providing readers with a better insight into management's judgments in accounting for goodwill, please revise your future filings to disclose how you determined the reporting unit(s) to which your goodwill applies. If any of your reporting units have estimated fair values that are not substantially in excess of the carrying value and to the extent that goodwill for these reporting units, in the aggregate or individually, could materially impact your operating results, please provide the following disclosures for each of these reporting units in future filings:

Identify the reporting unit:

The percentage by which fair value exceeds the carrying value as of the most-recent step-one test;

The amount of goodwill;

A description of the assumptions that drive the estimated fair value;

A discussion of the uncertainty associated with the key assumptions. For example, assuming you use a discounted cash flow model, to the extent that you have included assumptions in your discounted cash flow model that materially deviates from your historical results, please include a discussion of these assumptions; and

A discussion of any potential events and/or circumstances that could have a negative effect on the estimated fair value.

If you have determined that the estimated fair value substantially exceeds the carrying value for all of your reporting units, please disclose this determination.  Please refer to Item 303 of Regulation S-K and Sections 216 and 501.14 of the Financial Reporting Codification for guidance. Please show us in your supplemental response what the revisions to your future filings will look like.

Response:  The following excerpt from our Annual Report on Form 10-K for the year ended December 31, 2009 revises our discussion of goodwill to apply the Staff’s comments to our future filings:

Goodwill recorded on our Consolidated Balance Sheets is subject to impairment testing at least annually or more frequently if events or circumstances indicate that the asset more likely than not may be impaired.  We evaluate goodwill at the reporting unit level.  We have determined that we have two reporting units, which are based on geography, and are referred to internally as “East Coast” and “Gulf Coast”.  Each reporting unit conducts similar business as described in this Annual Report on Form 10-K, which includes marine construction specialty services.   This reporting unit grouping reflects our internal management structure, which is based on the geographic location of our primary field offices.  The operations of each reporting unit share in the benefits of goodwill created by our acquisitions.

At December 31, 2009, goodwill totaled $12.0 million, of which $2.5 million related to the Gulf Coast, and $9.6 million resulted from the acquisition of equipment on the East Coast in 2008.

We assess the fair value of our two reporting units based on a weighted average of valuations based on market multiples, discounted cash flows, and consideration of our market capitalization.  The key assumptions used in the discounted cash flow valuations are discount rates and perpetual growth rates applied to cash flow projections.  Also inherent in the discounted cash flow valuation models are past performance, projections and assumptions in current operating plans, and revenue growth rates over the next five years.  These assumptions contemplate business, market and overall economic conditions.   We also consider assumptions that market participants may use.

As required by the Company’s policy, annual impairment tests of goodwill are performed during the fourth quarter of each year or when circumstances arise that indicate a possible impairment might exist.  Based on this testing, we determined that the estimated fair value of our reporting units substantially exceeded their respective carrying values as of October 31, 2009, goodwill was not impaired, and no events have occurred since that date that would require an interim impairment test.  In the future, our estimated fair value could be negatively impacted by deteriorating economic conditions, which may reduce our revenue growth potential.

Current Year - Year Ended December 31, 2009 compared with Year Ended December 31, 2008, page 31

3.

We note that your discussion does not fully discuss the factors that led to the changes in various line items from period-to-period, and does not quantify these factors when they are provided. For example, you state that the increase in revenue in 2009 was attributable, in part, to expansion of your dredging capabilities in 2008 and to progress schedules and rates of completion of the contracts in progress in 2009, but you do not quantify any of these factors. In addition, you note that your mix of projects shifted toward the public sector.  Without further disclosure, it is unclear how the shift from the private to public sector contributed to the increase 'in revenue. Similarly, we note that it is unclear what led to the increase in your gross profit and gross margin, as you only discuss factors that negatively impacted gross margin. These are just examples. In future filings, please identify the factors leading to the changes in your line items from period-to-period, and quantify these factors where possible. Further, please discuss whether you believe these factors are the result of a trend and, if so, whether you expect it to continue and how it may impact revenues, income from continuing operations, your planned acquisitions, your available liquidity, or any other factors. See Item 303 of Regulation S-K and SEC Release No. 33-8350.

Response:  In future filings, the Company will expand its discussion of changes in various income statement line items to more clearly identify and quantify factors leading to changes in line items from period-to-period and provide more management insight into the future impact of any trends identified.

Controls and Procedures, page 37

4.

We note that your principal executive officer and principal financial officer concluded that your disclosure controls and procedures were effective as of the end of the period covered by your Form 10-K. However, you state that your "disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in [y]our reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms." In future filings, revise to clarify, if true, that your officers concluded that your disclosure controls and procedures were effective at the reasonable assurance level.

Response:  In future filings, the Company will conform its language to clearly state that its disclosure controls and procedures were effective at the reasonable assurance level, if true.

Financial Statement

8.  Property and Equipment, page F-17

5.

In future filings, please disclose the line item(s) in which you include depreciation and amortization, as well as amounts included in each line item for each period presented. If you do not allocate depreciation and amortization to cost of contract revenues, please revise your presentation on the face of your statements of income and throughout the filing to comply with SAB Topic 11:B.  Please show us in your supplemental response what the revisions will look like.

Response:  In future filings, the Company will disclose the line items in which depreciation and amortization is included, as illustrated in the excerpt from our 2009 Annual Report on Form 10-K, which has been revised to apply the Staff’s comments below:

For the years ended December 31, 2009, 2008 and 2007 depreciation expense was $15.5 million, $14.7 million, and $12.4 million, respectively, substantially all of which is included in the cost of contract revenue in the Company’s Consolidated Statements of Income with the remaining included in selling, general and administrative expenses.  The assets of the Company are pledged as collateral for the Company’s line of credit.

6.

You had construction in progress of $14.4 million as of December 31, 2009.  If accounts payable contains any additions to your property and equipment assets, please revise your future filings to disclose in a footnote the related amounts as of each balance sheet date. Please supplementally confirm you do not include these amounts in cash used by investing activities until the subsequent period in which the cash payment is made.

Response:  In future filings, the Company will disclose in a footnote any additions to property and equipment assets which may remain unpaid at the balance sheet date, if true and will ensure these amounts (if any) are not included in cash used by investing activities until the period in which payment is made.

Exhibit Index

7.

We note your disclosure that, unless otherwise noted, all exhibits are incorporated by reference to your Registration Statement on form S-1 filed on August 2007.  However, we note that you exhibit index lists various employment agreements entered into with you executive officers in December 2009. In future filings, please include a reference to the current reports on Form 8-K or other reports pursuant to which such agreements were filed as exhibits,

Response:  In future filings, the Company will include the proper references to reports in which such agreements and exhibits were filed.

Certifications

8.

We note that in paragraphs 4 and 5 you have deleted the "(s)" following "certifying officer(s)" and that you reference "153-15(f)" instead of l5d-15(f) in paragraph 4. In future filings, please file your certifications exactly as set forth in Item 601(b)(31)(i) of Regulation S-K. Please also comply with this comment in all future quarterly reports.

Response:  In all future filings, the Company will file its certifications exactly as set forth in Item 601(b)(31)(i) of Regulation S-K.

FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2010

General

9.

Please address the comments above in your interim filings as well.

Response:  The Company will address the comments above in its future filings.

3. Acquisition of T.W. LaQuay Dredging, LLC and assets purchased by Northwest Marine Construction, page 10

10.

In future filings, please revise your business acquisition note to disclose the amount of goodwill that is expected to be deductible for tax purposes. See ASC 805-30-50-1(d).

Response:  The Company will address the comments above in its future filings.

11.

You indicate that on February 11, 2011, you purchased several heavy civil marine Construction equipment items for a purchase price of approximately $7.0 million.  You disclosed that you recorded these assets at fair value in accordance with ASC 820.  Please address the following:

Clarify if you acquired these items for cash of $7 million or if this was a non-monetary transaction.  Explain the specific aspects of the transaction which caused you to record the purchase of these assets at fair value instead of at cost;

You indicate that based on your preliminary valuation of these assets, you have recognized a gain of approximately $2.2 million. Please tell us how you determined that it was appropriate to record a gain as a result of this transaction.  Please cite the accounting literature used to support your conclusions; and

Tell us how you considered the provisions of ASC 805-50-30 in determining your accounting treatment.

Response:  The Company acquired marine construction equipment on February 11, 2010 for $7 million in cash.  The Company followed the guidance of A

CORRESP
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    jan7response.htm

January 7, 2011

Mr. Rufus Decker

Accounting Branch Chief

U.S. Securities and Exchange Commission

100 F Street, N.E., Mail Stop 7010

Washington, D.C. 20549

RE:

Orion Marine Group, Inc.

Form 10-K for the Year Ended December 31, 2009

Forms 10-Q for the Periods Ended March 31, 2010, June 30, 2010 and September 30, 2010

Definitive Proxy Statement on Schedule 14A filed on April 12, 2010

Form 8-K filed July 1, 2010

File No. 1-33891

Dear Mr. Decker:

Orion Marine Group, Inc., (the “Company”) respectfully requests an extension until January 20, 2011to respond to the comments received by facsimile on December 23, 2010 from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”).  The Company requests the additional time to gather such information as to reply fully and adequately to the Staff.

***

In connection with the Company’s response to the Staff’s comments, the Company acknowledges that:

·

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 filing; 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.

Please do not hesitate to contact me by telephone at (713) 852-6500 with any questions or comments regarding this correspondence.

Sincerely,

/s/Mark R. Stauffer

Mark R. Stauffer

Executive Vice President and Chief Financial Officer

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

       DIVISION OF
CORPORATION FINANCE

                                                                               December 23, 2010
 Mr. Mark R. Stauffer Chief Financial Officer Orion Marine Group, Inc. 12000 Aerospace Dr., Suite 300  Houston, Texas 77034
RE: Orion Marine Group, Inc.
Form 10-K for the Year Ended December 31, 2009 Forms 10-Q for the Periods Ended March 31, 2010, June 30, 2010 and September 30, 2010 Definitive Proxy Statement on Sc hedule 14A filed on April 12, 2010
Form 8-K filed July 1, 2010 File No. 1-33891

Dear Mr. Stauffer:

We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us w ith 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 circumstan ces, please tell us why in
your response.     After reviewing the information you provi de in response to these comments, we
may have additional comments.
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Critical Accounting Policies

 Long-Lived Assets, page 29

1. In the interest of providing readers w ith a better insight into management’s
judgments in accounting for long-lived asse ts, including property and equipment,
please disclose the following in your future filings:

Mr. Mark R. Stauffer
Orion Marine Group, Inc. December 23, 2010 Page 2
• How you group long-lived assets for im pairment and your basis for that
determination;
• Please disclose how you determine when property, plant and equipment
should be tested for impairment and how  frequently you evaluate the types of
events and circumstances that may indicate impairment;
• Sufficient information to enable a reader to understand what method you
apply in estimating the fair valu e of your long-lived assets; and
• For any asset groups for which the carryi ng value was close to  the fair value,
please disclose the carrying va lue of the asset groups.
 Please show us in your supplemental response what the revisions will look like.
 Goodwill, page 29

 2. In the interest of providing readers w ith a better insight into management’s
judgments in accounting for goodwill, please revise your future filings to disclose how you determined the reporting unit(s) to which your goodwill applies. If any of your reporting units have estimated fair  values that are not substantially in
excess of the carrying value and to the extent that goodwill for these reporting
units, in the aggregate or individually , could materially impact your operating
results, please provide the following disc losures for each of these reporting units
in future filings:

• Identify the reporting unit;
• The percentage by which fair value exceed s the carrying value as of the most-
recent step-one test;
• The amount of goodwill;
• A description of the assumptions that  drive the estimated fair value;
• A discussion of the uncertainty associ ated with the key assumptions.  For
example, assuming you use a discounted cas h flow model, to the extent that
you have included assumptions in your  discounted cash flow model that
materially deviates from your historical results, please include a discussion of
these assumptions; and
• A discussion of any potential events a nd/or circumstances that could have a
negative effect on the estimated fair value.
 If you have determined that the estimated fair value substantially exceeds the carrying value for all of your  reporting units, please disc lose this determination.
Please refer to Item 303 of Regulatio n S-K and Sections 216 and 501.14 of the
Financial Reporting Codification for gui dance.  Please show us in your
supplemental response what the revisions to your future filings will look like.

Mr. Mark R. Stauffer
Orion Marine Group, Inc. December 23, 2010 Page 3  Current Year – Year Ended December 31, 2009 compared with Year Ended December
31, 2008, page 31

3. We note that your discussion does not fully  discuss the factors that led to the
changes in various line items from peri od-to-period, and does not quantify these
factors when they are provided.  For ex ample, you state that the increase in
revenue in 2009 was attributable, in part, to expansion of your dredging
capabilities in 2008 and to progress sche dules and rates of completion of the
contracts in progress in 2009, but you do not quantify any of these factors.  In
addition, you note that your mix of projec ts shifted toward the public sector.
Without further disclosure, it is unclear how the shift from the private to public
sector contributed to the increase in reve nue.  Similarly, we note that it is unclear
what led to the increase in your gross pr ofit and gross margin, as you only discuss
factors that negatively impacted gross margin. These are just examples.  In future filings, please identify the f actors leading to the change s in your line items from
period-to-period, and quantif y these factors where possi ble. Further, please
discuss whether you believe these factors are the result of a trend and, if so,
whether you expect it to continue and how  it may impact revenues, income from
continuing operations, your planned acqui sitions, your available liquidity, or any
other factors.  See
 Item 303 of Regulation S-K and SEC Release No. 33-8350.

Controls and Procedures, page 37

4. We note that your principal executive o fficer and principal financial officer
concluded that your disclosure  controls and procedures were effective as of the
end of the period covered by your Form 10-K.  However, you state that your
“disclosure controls and proce dures are designed to provide reasonable assurance
that information required to be disclo sed in [y]our reports filed under the
Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specifie d in the SEC’s rules and forms.”  In
future filings, revise to clarify, if true, that your officers concluded that your disclosure controls and procedures were  effective at the reasonable assurance
level.
 Financial Statement

 8. Property and Equipment, page F-17

5. In future filings, please disclose the lin e item(s) in which you include depreciation
and amortization, as well as amounts incl uded in each line item for each period
presented.  If you do not allocate depreciati on and amortization to cost of contract
revenues, please revise your presentation on the face of your statements of income

Mr. Mark R. Stauffer
Orion Marine Group, Inc. December 23, 2010 Page 4
and throughout the filing to comply with  SAB Topic 11:B.  Please show us in
your supplemental response what the revisions will look like.

6. You had construction in progress of $14.4 million as of December 31, 2009.  If
accounts payable contains any additions to your property and equipment assets,
please revise your future filings to disclose  in a footnote the related amounts as of
each balance sheet date.  Please suppleme ntally confirm you do not include these
amounts in cash used by investing activiti es until the subsequent period in which
the cash payment is made.
 Exhibit Index

7. We note your disclosure that, unless otherw ise noted, all exhibits are incorporated
by reference to your Registration Stat ement on Form S-1 filed on August 2007.
However, we note that you exhibit inde x lists various employment agreements
entered into with you executive officers in December 2009.  In future filings,
please include a reference to the curren t reports on Form 8-K or other reports
pursuant to which such agreemen ts were filed as exhibits.
 Certifications

8. We note that in paragraphs 4 and 5 you have deleted the “(s)” following
“certifying officer(s)” and that you referen ce “153-15(f)” instead of 15d-15(f) in
paragraph 4.  In future filings, please file  your certifications ex actly as set forth in
Item 601(b)(31)(i) of Regulation S-K.  Pl ease also comply with this comment in
all future quarterly reports.

FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2010

General

9. Please address the comments above in  your interim filings as well.
 3. Acquisition of T.W. LaQu ay Dredging, LLC and assets purchased by Northwest
Marine Construction, page 10
 10. In future filings, please revise your bu siness acquisition note to disclose the
amount of goodwill that is expected to be  deductible for tax purposes.  See ASC
805-30-50-1(d).

11. You indicate that on February 11, 2011, you purchased several heavy civil marine
construction equipment items for a purchase price of approximately $7.0 million.

Mr. Mark R. Stauffer
Orion Marine Group, Inc. December 23, 2010 Page 5
You disclosed that you recorded these assets  at fair value in accordance with ASC
820.  Please address the following:

• Clarify if you acquired these items for cash of $7 million or if this was a non-
monetary transaction.  Explain the speci fic aspects of the transaction which
caused you to record the purchase of these assets at fair va lue instead of at
cost;
• You indicate that based on your prelimin ary valuation of these assets, you
have recognized a gain of approximate ly $2.2 million.  Please tell us how you
determined that it was appropriate to  record a gain as a result of this
transaction.  Please cite  the accounting literature used to support your
conclusions; and
• Tell us how you considered the provisi ons of ASC 805-50-30 in determining
your accounting treatment.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Consolidated Results of Operations

 Nine Months Ended September 30, 2010 compar ed with Nine Months Ended September
30, 2009, page 17

12. You indicated that the decrease in ma rgins was due to the use of outside
contractors resulting from the mix of contracts between periods.  In future filings, please quantify, if true, the extent to wh ich T.W LaQuay relied on subcontractors
as compared to your reliance on subcont ractors and discuss the impact on your
results of operations.  Please also qu antify and discuss the impact of the
acquisition of T.W. LaQuay on your results of operations.  Please show us in your
supplemental response what the revisions to your future filings will look like.

DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A

 General

13. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K.  Please advise us of the basis for your conclusion that disclosure
is not necessary and describe the proc ess you undertook to reach that conclusion.
 Director Compensation, page 13

14. We note that you have reported the valu e of the stock and option awards by
reporting the amount of th e award recognized during 2009 for financial reporting
purposes.  In future filings, please report the aggregate grant date fair value of the

Mr. Mark R. Stauffer
Orion Marine Group, Inc. December 23, 2010 Page 6
stock and option awards computed in  accordance with FASB ASC Topic 718.
Based on the results for the most recently completed fiscal year, please provide us
supplementally with draft disclosure  showing how you will present this
information in future filings.  See Item  402(k)(2)(iii)-(iv) of Regulation S-K.
 Compensation Discussion & Analysis

 Establishing Executive Compensation, page 18

15. We note that for the 2009 fiscal year you based compensation on the 2008
executive compensation program, with cer tain adjustments for 2009.  We further
note that the 2008 executive compensati on program was established based on
benchmarked parameters set after a review of certain peer companies. In future
filings, please disclose what these be nchmarked parameters were and where
actual payments fell within targeted  parameters for each element of
compensation.  In addition, we note that  you adjusted certain elements of
compensation in 2009 so that they were closer to the “median” of the peer
companies.  In future filings, pleas e also explain how the Compensation
Committee made its decision to pay actua l compensation outside the targeted
percentile range, including wh ether new targets have b een set so that certain
elements of compensation are now paid at  the median of the peer companies.
Based on the results for the most recently completed fiscal year, please provide us
supplementally with draft disclosure  showing how you will present this
information in future filings.
 Base Salary, page 20

16. We note your identification of the factors considered in connection with the base
salary increases you gave to your named ex ecutive officers in 2009.  We also note
your disclosure on page 19 that base pay in creased by approximately five percent.
With a view towards future disclosure, pl ease tell us how you analyzed the noted
factors—particularly the i ndividualized factors—to ar rive at approximately the
same percentage increase for all of your  named executive officers (other than Mr.
Buchler).
 Performance-Based Incentive Compensation, page 20

17. We note your disclosure on page 21 that  your Target Pool amount for 2009 was
$654,700.  It is unclear how you determined this amount.  In future filings, please describe how you calculate this amount.  Based on the results for the most
recently completed fiscal year, please provide us supplementally with draft
disclosure showing how you will present this information in future filings.

Mr. Mark R. Stauffer
Orion Marine Group, Inc. December 23, 2010 Page 7
18. We note your disclosure the 75% of the to tal bonus pool is available to pay the
incentive bonus to the participants in the EIP.  Further, we note that the incentive
bonuses payable to Mssrs. Pearson, Stauffer, Kennedy and Rose were 44.5%, 20.3%, 17.6% and 17.6% of the aggregate bonus  pool, respectively.  It is unclear
how you determined the percentage of th e aggregate bonus pool payable to each
of these named executive officers.  In future filings, please include disclosure explaining how the percentage was determin ed.  Based on the results for the most
recently completed fiscal year, please provide us supplementally with draft
disclosure showing how you will present this information in future filings.
19. We note that the Compensation Committee determined that Mr. Rose only
partially met his 2009 individual perform ance goals, and therefore he did not
receive a discretionary award.  In future filings, please disclose how the Compensation Committee determines whethe r or not a discretionary award will
be paid.  For example, does the executive o fficer have to meet all of his individual
performance goals to receive a discretionary  award?  Based on the results for the
most recently completed fiscal year, pleas e provide us supplementally with draft
disclosure showing how you will present this information in future filings.
20. We note that under the SIP, each participant has a target bonus equal to 30% to
50% of the participant’s base salary.  We  further note that the target bonus for Mr.
Buchler was set at 50% of his earned ba se salary for 2009.  In future filings,
please disclose how the Compensation Co mmittee determines the percentage of
base salary that will constitute the bonus.  Based on the results for the most recently completed fiscal year, please provide us supplementally with draft
disclosure showing how you will present this information in future filings.
21. We note that Mr. Buchler is a participant in the SIP, and therefore his bonus is
determined by the four factors listed  on page 20, including overall company
performance and subsidiary financial perf ormance.  However, we also note your
disclosure on page 22 that 75% of Mr. Buchler’s bonus was based on your NCF
for 2009, and 25% was based on individual goals .  In future filings, please clarify
t

CORRESP
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filename1.htm

    acceleration_req.htm

Orion Marine Group, Inc.

12550 Fuqua Street, Houston, Texas  77034

August 4, 2009

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:               Pamela Long

Assistant Director

Re:

Orion Marine Group, Inc.

Registration Statement on Form S-3 (Registration No. 333-160719)

Ladies and Gentlemen:

The undersigned, Orion Marine Group, Inc. (the "Registrant"), pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, hereby requests that the effective date of the above referenced Registration Statement on Form S-3 be accelerated to 4:30 p.m. Eastern Time on August 6, 2009, or as soon thereafter as practicable.

The Registrant hereby acknowledges, at the time of this request, that:

·

should the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

the Registrant 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 MARINE GROUP, INC.

/s/ Mark R. Stauffer

Mark R. Stauffer

Chief Financial Officer

cc:           William S. Anderson

Bracewell & Giuliani LLP

CORRESP
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    secresponse_aug4.htm

12550 Fuqua Street, Houston, Texas  77034

August 4, 2009

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:               Pamela Long

Assistant Director

Re:

Orion Marine Group, Inc.

Registration Statement on Form S-3

Filed July 21, 2009

File No. 333-160719

Ladies and Gentlemen:

Set forth below are the responses of Orion Marine Group, Inc. (the "Registrant") to comments and requests for additional information contained in the letter from the Staff of the Division of Corporation Finance (the "Staff") of the United States Securities and Exchange Commission (the "Commission"), dated July 30, 2009, with respect to
the above referenced registration statement (the "Registration Statement").

For your convenience, we have repeated in bold type the comments and requests for additional information exactly as set forth in the Staff's letter.  The response to each comment or request is set forth immediately below the text of the applicable comment or request.

General

1.

We note that one or more of your subsidiaries may provide a guarantee of the payment of the debt securities registered under the registration statement.  Please note that at the time of its effectiveness, your registration statement must comply with the financial statement requirements for subsidiary guarantors set forth in
Rule 3-10 of Regulation S-X.  Please tell us how you intend to comply with these requirements.

Response:  As permitted by Note 1 to Rule 3-10(f) of Regulation S-X, the Registrant intends to meet the requirements of this rule by the inclusion of a footnote in the Registrant's financial
statements stating that (a) the Registrant has no independent assets or operations, (b) all guarantees of any subsidiary guarantors will be full and unconditional and joint and several, (c) any subsidiaries of the Registrant other than the subsidiary guarantors will be minor, (d) there are no restrictions on the ability of the Registrant or any subsidiary guarantor to obtain funds from its subsidiaries by dividend or loan and (e) there are no restricted assets in any subsidiaries.

United States Securities and Exchange Commission

August 4, 2009

Page 2

On August 4, 2009, the Registrant filed, by Current Report on Form 8-K, a revised set of audited financial statements at December 31, 2008 and 2007 and for each of the three years in the period ended December 31, 2008 and a revised set of unaudited condensed consolidated financial statements for the three months ended March 31, 2009, which
added the additional footnote disclosure described above to the Notes to Consolidated Financial Statements and Notes to Condensed Consolidated Financial Statements, respectively.    Such additional footnote disclosure will also appear in the Notes to Condensed Consolidated Financial Statements contained in the Registrant's Quarterly Report on Form 10-Q for the three months ended June 30, 2009 when such report is filed.

Table of Additional Registrants

2.

Please tell us why Orion Dredging Services, LLC and SSL South, LLC were not listed in Exhibit 21.1 (List of Subsidiaries) to your annual report on Form 10-K for your fiscal year ended December 31, 2008.

Response:  Orion Dredging Services, LLC, formerly known as "Subaqueous Services LLC," is listed in Exhibit 21.1 under its former name.  This subsidiary changed its name to "Orion Dredging Services, LLC" on May 11, 2009.

SSL South, LLC has been omitted from Exhibit 21.1 in reliance on subparagraph (ii) of Item 601(b)(10) of Regulation S-K, which permits the omission of the names of particular subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary (as defined in Rule 1-02(w) of Regulation S-X)
as of the end of the year covered by the report.

United States Securities and Exchange Commission

August 4, 2009

Page 3

Prospectus Cover Page

3.

Please revise the prospectus cover page to include the guarantees.

Response:  The Registration Statement is being revised in response to the Staff's comment.  Please see the cover page to the prospectus included in the accompanying amendment to the Registration Statement.

Item 16.  Exhibits

4.

Please add to the exhibit index the form of subscription rights agreement and the Form T-1s for the indenture trustees.

Response:  The Registration Statement is being revised in response to the Staff's comment.  Please see the revised exhibits index set forth in the accompanying amendment to the
Registration Statement.

Exhibit 4.3 – Form of Indenture for Senior Debt Securities and Exhibit 4.5 – Form of Indenture for Subordinated Debt Securities

5.

We note that both indentures are governed by New York law.  We further note that counsel's opinion is limited to federal law and Delaware law.  Please provide an opinion of counsel regarding the indentures under New York law.

Response:  The Registration Statement is being revised in response to the Staff's comment.  Please see the opinion of counsel included as Exhibit 5.2 in the accompanying amendment
to the Registration Statement.

*           *           *

We plan to request that the Registration Statement be declared effective on Thursday, August 6, 2009 or as soon as practicable thereafter.

If any member of the Staff has any questions regarding the foregoing, or desires further information or clarification in connection therewith, please do not hesitate to contact William S. Anderson of Bracewell & Giuliani LLP at (713) 221-1122.  Thank you for your consideration.

    Very truly yours,

/s/ Mark R. Stauffer

Mark R. Stauffer

Chief Financial Officer

cc:           William S. Anderson

Bracewell & Giuliani LLP

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
July 30, 2009

By U.S. Mail
J. Michael Pearson
Chief Executive Officer Orion Marine Group, Inc. 12550 Fuqua Street Houston, TX  77034

Re: Orion Marine Group, Inc.  Registration Statement on Form S-3
Filed July 21, 2009 File No. 333-160719

Dear Mr. Pearson:

We have limited our review of your filing to those issues we have addressed in our
comments.  Where indicated, we think you should revise 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 detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
General

1. We note that one or more of your subsidiaries may provide a guarantee of the payment of
the debt securities registered under the registration statement.  Please note that at the time of its effectiveness, your registration statement must comply with the financial statement requirements for subsidiary guarantors set fort h in Rule 3-10 of Regulation S-X.  Please
tell us how you intend to comply with these requirements.

J. Michael Pearson
Orion Marine Group, Inc.
July 30, 2009 Page 2   Table of Additional Registrants

2. Please tell us why Orion Dredging Services, LLC and SSL South, LLC were not listed in
Exhibit 21.1 (List of Subsidiaries) to your annual report on Form 10-K for your fiscal year ended December 31, 2008.
Prospectus Cover Page

3. Please revise the prospectus cover page to include the guarantees.
Item 16.  Exhibits
4. Please add to the exhibit index the form of subscription rights agreement and the Form T-1s for the indenture trustees.
Exhibit 4.3 - Form of Indenture for Senior Debt Securities and Exhibit 4.5 - Form of Indenture
for Subordinated Debt Securities
5. We note that both indentures are governed by New York law.  We further note that counsel’s opinion is limited to federal law and Delaware law.  Please provide an opinion of counsel regarding the indentures under New York law.
* * *

As appropriate, please amend your registration 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 cover 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 amendment 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 information 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.
Notwithstanding our comments, in the event the company requests acceleration of the
effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

J. Michael Pearson
Orion Marine Group, Inc. July 30, 2009 Page 3
• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; 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.
In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division 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 confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate 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 acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please allow adequate 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 advance of the requested effective date.
Please contact Dieter King, staff attorney, at (202) 551-3338 or the undersigned at (202)
551-3765 with any questions.
Sincerely,    Pamela Long Assistant Director
  cc: William Anderson, Esq. (Via Facsimile 713-437-5370)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
July 23, 2009
 Mr. Mark R. Stauffer Executive Vice President and Chief Financial Officer Orion Marine Group, Inc. 12550 Fuqua Street Houston, TX  77034
 RE: Forms 10-K and 10-K/A for the fi scal year ended December 31, 2008
  Form 10-Q for the peri od ended March 31, 2009
  Schedule 14A filed on April 13, 2009
  File No. 1-33891

Dear Mr. Stauffer:
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
If you have any further questions regardi ng our review of legal or disclosure
matters in your filings, please direct them to Dorine Miller, Financial Analyst, at (202) 551-3711 or, in her absence, Dietrich King, Staff Attorney, at (202) 551-3338.  Please
contact Jeffrey Gordon, Staff Accountant, at  (202) 551-3866 or, in  his absence, the
undersigned at (202) 551-3769 if you have que stions regarding our review of the
financial statements and related matters.          S i n c e r e l y ,            R u f u s  D e c k e r         A c c o u n t i n g  B r a n c h  C h i e f

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    omgicorrespjune30.htm

      June 30,
2009

      Mr. Rufus
Decker

      Accounting
Branch Chief

      U.S.
Securities and Exchange Commission

      100 F
Street, N.E., Mail Stop 7010

      Washington,
D.C. 20549

      Re:           Orion
Marine Group, Inc.

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

      Form 10-Q for the period ended March
31, 2009

      Schedule 14A filed on April 13,
2009

      File No. 1-33891

      Dear Mr.
Decker:

      Orion
Marine Group, Inc., (the “Company”) hereby further responds to the comments
received by facsimile on May 28, 2009 (the “Comment Letter”) from the staff of
the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”).  The responses below are to Staff
comments numbered “8,” “9” and “10” in the Comment Letter, which concern the
Company’s Schedule 14A Definitive Proxy Statement filed on April 13, 2009 (the
“2009 Proxy Statement”). The Company responded to the balance of the Staff’s
comments set forth in the Comment Letter in its response letter to the Staff
dated June 10, 2009 and in a supplement thereto dated June 15, 2009, both of
which have been submitted to the Commission. The Company requested, and the
Staff granted, an extension to June 30, 2009 to provide the responses set forth
below.

      For your
convenience and as requested, the Company’s responses are prefaced by the exact
text of the Staff’s corresponding comment, which in each case is set forth in
bold text.

      SCHEDULE 14A DEFINITIVE
PROXY STATEMENT FILED ON APRIL 13, 2009

      Executive Compensation, page
14

      Compensation Discussion and
Analysis, page
14

      Components of Executive
Compensation, page 15

      Performance-Based Incentive
Compensation, page 16

                8.

                With
      a view toward future disclosure, please provide us with a materially
      complete description and analysis of the individual goals applicable to
      each of your named executive officers, as well as the compensation
      committee's assessment of how each officer performed with respect to those
      goals. In this regard, we note your disclosure on page 17 that "certain
      individual goals were not met in full." Your description and analysis
      should identify both the goals that were not fully met and the officers
      who did not meet those goals.

          Page 1 of
5

      Response:  Set
forth below are summaries of the individual performance goals for each of the
Company’s named executive officers in 2008 and the Compensation Committee's
assessment of each officer’s performance with respect to such
goals.

      Mr. J. Michael Pearson, President and
Chief Executive Officer.  Mr. Pearson’s 2008 individual
performance goals were as follows:

                ·

                Assure the Company’s
      completion of the acquisition of certain assets of Subaqueous Services,
      Inc. (“SSI”), as a component of the Company’s growth
      strategy.  The Company successfully completed this
      acquisition on February 28, 2008, and the Compensation Committee of the
      Company’s Board of Directors determined that Mr. Pearson had met this
      goal.

                ·

                Identify additional potential
      acquisition targets for the Company, with a view to generally positioning
      the Company for future acquisitions, as part of the Company’s growth
      strategy, which includes internal as well as external
      growth.  Mr. Pearson met a significant part of this goal,
      in that several potential acquisition targets were identified and
      assessed; however, the Compensation Committee determined that factors
      beyond Mr. Pearson’s control, including prevailing credit and mergers and
      acquisitions market conditions, effectively prevented Mr. Pearson from
      completely achieving this goal.

      Mr. Mark R. Stauffer, Executive Vice
President and Chief Financial Officer.  Mr. Stauffer’s 2008
individual performance goals were as follows:

                ·

                Assure the completion of the
      Company’s acquisition of certain assets of SSI.  The
      Company successfully completed this acquisition on February 28, 2008, and
      the Compensation Committee determined that Mr. Stauffer had met this
      goal.

                ·

                Develop an internal report for
      tracking Company asset utilization and available asset capacity to enable
      the Company to assess periodic asset utilization rates and asset
      utilization trends.  The Compensation Committee
      determined that Mr. Stauffer had met this
goal.

                ·

                Develop an internal report for
      tracking Company revenues and projects by customer
      class.  The Compensation Committee determined that Mr.
      Stauffer had met this goal.

      Mr. Elliott J. Kennedy, Executive
Vice President, Gulf Region.  Mr. Kennedy’s 2008 individual
performance goals were as follows:

                ·

                Meet financial performance
      targets set for the operations under Mr. Kennedy’s
      supervision.  The Compensation Committee determined that
      Mr. Kennedy met a significant part of this goal.  In determining
      the appropriate 2008 cash incentive bonus for Mr. Kennedy, the Committee
      considered additional factors, including principally Mr. Kennedy’s key
      role in improving the Company’s results of operations during the second
      half of 2008, as described further
below.

                ·

                Implement significant asset
      management initiatives and promote the Company’s services in markets in
      which the Company had not previously participated, as part of the
      Company’s growth strategy and ongoing efforts to improve
      profitability.  The Compensation Committee determined
      that Mr. Kennedy had met these
goals.

          Page 2 of
5

      Mr. James L. Rose, Executive Vice
President, Atlantic Seaboard and Caribbean Region.  Mr. Rose’s
2008 individual performance goals were as follows:

                ·

                Meet financial performance
      targets set for the operations under Mr. Rose’s
      supervision.  The Compensation Committee determined that
      Mr. Rose met a significant part of this goal.  In determining
      the appropriate 2008 cash incentive bonus for Mr. Rose, the Committee
      considered additional factors, including principally Mr. Rose’s key role
      in improving the Company’s results of operations during the second half of
      2008.

                ·

                Implement significant
      marketing and sales, asset management, and
      logistics  initiatives to promote and maintain the Company’s
      presence in additional markets in which the Company had recently began to
      participate, as part of the Company’s growth
      strategy.  The Compensation Committee determined that Mr.
      Rose had met these goals.

      Mr. J. Cabell Acree, III, Vice
President, General Counsel and Secretary.  Mr. Acree’s 2008
individual performance goals were as follows:

                ·

                Provide assistance to the
      Company’s Director, Human Resources and its Health, Safety and
      Environmental (“HS&E”) Managers to improve awareness of and ensure
      compliance with applicable HS&E regulations and Company
      policies.  The Compensation Committee determined that Mr.
      Acree had met this goal.

                ·

                Customize various Company
      contract templates for all aspects of the Company’s contracting
      operations.  The Compensation Committee determined that
      Mr. Acree had met this goal.

                9.

                We
      note your disclosure on page 17 that the compensation committee "awarded a
      supplement to the bonus to certain individuals." With a view toward future
      disclosure, please provide us with a materially
      complete description and analysis of the compensation committee's decision
      to award bonus supplements. In doing so, please identify the named
      executive officers who received supplemental awards and quantify the
      amounts of the awards. You should also address the impact, if any, that
      the unsatisfied individual goals had on the committee's decision to award the
      supplements.

      Response:  The
Compensation Committee determined that supplemental bonuses were necessary and
appropriate to recognize and reward certain executive officers and other senior
managers for their extraordinary efforts in improving the Company’s financial
performance in the second half of 2008. This improved performance enabled the
Company to exceed its revised full-year financial goal for revenue, to achieve
the upper end of its revised 2008 EBITDA margin goal, and to post record results
for both revenues and EBITDA for 2008.

      Each of
Messrs. Pearson and Stauffer were instrumental in formulating a strategy for
improving the Company’s performance during the second half of
2008.  Meanwhile, each of Messrs. Kennedy and Rose, as well as certain
other senior managers, played key roles in implementing that strategy
successfully, including overseeing the necessary operations and managing their
respective subordinates to ensure performance improvements.

          Page 3 of
5

      All of
the named executive officers met their individual performance goals in
substantial part as demonstrated above. The fact that not all goals were
completely achieved was a significant consideration in the Compensation
Committee’s award of cash incentive compensation, and indeed, reduced the bonus
amounts that such individuals otherwise would have been entitled to receive
under the Company’s Executive Incentive Plan.  The Committee, however,
also considered the Company’s need to reward extraordinary management efforts,
to retain executive personnel, and to maintain incentives to support future
growth and more favorable financial performance. As a result, the Committee
determined to award supplemental bonuses to certain other senior managers, and
to the following named executive officers in the respective amounts set forth
below:

                            Mr.
      Pearson

                  $
                  92,058

                            Mr.
      Stauffer

                  $
                  76,100

                            Mr.
      Kennedy

                  $
                  45,400

                            Mr.
      Rose

                  $
                  61,250

                            Total:

                  $
                  274,809

      The
Committee approved a total of $474,674 in supplemental bonuses for named
executive officers and other senior managers. Of that amount, the Committee
awarded approximately $199,865 to senior managers other than named executive
officers, in recognition of their extraordinary efforts in improving the
Company’s results of operations in the second half of 2008 and as a retention
tool to provide incentives for additional future positive
performance.

      Long-Term Incentive
Compensation, page 18

                10.

                 We
      note your disclosure on page 18 that "[t]he Compensation Committee will
      determine on an annual basis who will receive awards under the LTIP and
      the limitations on those awards. The determination will be based on
      factors that normally apply to a company's decision to grant awards, i.e.,
      performance and industry conditions." With a view toward future
      disclosure, please provide us with a materially complete description and
      analysis of the compensation committee's long-term incentive award
      determinations for 2008. In doing so, please address how the committee
      determined the number of shares underlying the option awards received by
      each named executive officer in
2008.

      Response:  For
2008, the Compensation Committee awarded the named executive officers options to
purchase Company common stock under the Company’s Long Term Incentive Plan in
the amounts disclosed in the table in the 2009 Proxy Statement under the caption
“Grants of Plan Based
Awards.” In determining the 2008 awards, the Committee’s primary
consideration was to provide longer-term performance incentives to the named
executive officers in order to align their interests in the long-term growth and
prospects of the Company with those of the Company’s shareholders. Stock options
granted to the named executive officers vest over a three-year period and thus
provide executives with an incentive to manage the Company’s operations for the
longer-term.

      In
particular, the Committee’s analysis included an assessment of the impact that
individual executive officers could likely have on the Company’s future
performance, growth and prospects, in order to determine the relative impact
that such officers could have on enhancing longer-term shareholder value. In
addition, to insure that awards to Company executives were in line with the
market, the Committee, with its independent consultant, carefully assessed
levels of equity incentive compensation paid historically by its peers. Further,
the Committee, in determining the amount of such awards, considered the
Company’s growth strategies and how to best provide incentives for the
achievement of such strategies.

          Page 4 of
5

      As
reflected in the table in the 2009 Proxy Statement under the caption “Grants of Plan Based Awards,”
the Committee determined to grant the greatest number of stock options to
the President and Chief Executive Officer, and then in descending amounts to the
Executive Vice President and Chief Financial Officer, the Company’s Regional
Executive Vice Presidents, and the Company’s General Counsel. In large part, the
respective numbers of stock options granted to the named executive officers
reflect the Committee’s determination of the relative impact that each such
officer could likely have on the creation and protection of long-term
shareholder value and the levels of incentives necessary, consistent with the
market, for insuring superior performance in order to promote the Company’s
longer-term performance, growth and prospects.

      ***

      In
connection with the Company’s response to the Staff’s comments, the Company
acknowledges that:

                ·

                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
      filing; 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.

      We hope
that our answers above appropriately respond to the Staff’s
comments.  Please do not hesitate to contact me by telephone at (713)
852-6500, or in my absence, Cabell Acree at the same number, with any questions
or comments regarding this correspondence.

      Sincerely,

      /s/ Mark R. Stauffer
Mark R.
Stauffer

      Executive
Vice President and Chief Financial Officer

          Page 5 of
5

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    seccomment.htm

    June 10,
2009

    Mr. Rufus
Decker

    Accounting
Branch Chief

    U.S.
Securities and Exchange Commission

    100 F
Street, N.E., Mail Stop 7010

    Washington,
D.C. 20549

    Re:           Orion
Marine Group, Inc.

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

    Form 10-Q for the period ended March
31, 2009

    Schedule 14A filed on April 13,
2009

    File No. 1-33891

    Dear Mr.
Decker:

    Orion
Marine Group, Inc., (the “Company”) hereby responds to the comments received by
facsimile on May 28, 2009 from the staff of the Division of Corporation Finance
(the “Staff”) of the Securities and Exchange Commission (the
“Commission”).  For your convenience and as requested, the Company’s
responses are prefaced by the exact text of the Staff’s corresponding comment,
which in each case is set forth in bold text.

    FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2008

              1.

              The
      file number listed on the cover page is 333-145588.  Given the
      fling of the Form 8-A12B on December 19, 2007, it appears that the file
      number should actually be 1-33891. Please advise or revise
      accordingly.

    Response:  The
Company acknowledges that the appropriate file number for its filings under the
Securities Exchange Act of 1934 is 1-33891 and will revise its future filings
accordingly.

              Item 7 – Management’s
      Discussion and Analysis of Financial Condition and Results of Operations,
      page 31

              Critical Accounting
      Policies, page 35

              Goodwill, page
      36

              2.

              In
      the interest of providing readers with a better insight into management’s
      judgments in accounting for goodwill and intangible assets, please
      consider disclosing the following in future
  filings:

              ·

              The
      reporting unit level at which you test goodwill for impairment and your
      basis for that determination;

              ·

              A
      qualitative and quantitative description of the material assumptions used
      when evaluating goodwill and intangible assets for impairment and a
      sensitivity analysis of those assumptions based upon reasonably likely
      changes; and

              ·

              If
      applicable, how the assumptions and methodologies used for valuing
      goodwill and intangible assets in the current year have changed since the
      prior year highlighting the impact of any
  changes.

    Response:  In
future filings, the Company  will expand its critical accounting
estimates disclosure with respect to its goodwill and intangible assets to
include the basis for its reporting unit level, qualitative and quantitative
descriptions of the material assumptions used to evaluate goodwill and
intangible assets for impairment, and our basis for its current assumptions and
methodologies.

    Liquidity and Capital
Resources, page 39

    3.           Your
credit facility agreement contains covenants that require you to maintain
certain financial ratios, including net worth, fixed charge and leverage ratios,
among other restrictions.  In future filings, please disclose here or
elsewhere in the filing the specific terms of any material debt covenants in
your debt agreements.  Please also disclose the required
ratios/amounts as well as the actual ratios/amounts as of each reporting date
for any material covenants.  This will allow readers to understand how
much cushion there is between the required ratios/amounts and the actual
ratios/amounts.  Please also consider showing the specific
computations used to arrive at the actual ratios/amounts with corresponding
reconciliations to US GAAP amounts, if necessary.  Please show us in
your supplemental response what the revision, if any, will look
like.  See Sections I.D and IV.C of the SEC Interpretive Release No.
33-8350 and Question 10 of our FAQ Regarding the Use of Non-GAAP Financial
Measures dated June 13, 2003.

    Response:  In
future filings, the Company, in accordance with the Staff’s comments, will
expand disclosure of its required debt covenants to include the specific
financial ratios required to be maintained under the Company’s credit agreement.
By way of a supplemental response as of the date of this letter, the Company is
providing the Staff with a revision, marked to show changes, of the relevant
disclosure contained in its 2008 Annual Report on Form 10-K to demonstrate how
it proposes to modify its disclosure concerning these matters in its future
filings.  Please note that the Company does not propose including the
actual ratios/amounts for each reporting date or the calculations thereof. As of
December 31, 2008, and as of the date hereof, the Company is comfortably in
compliance with such covenant ratios, and, accordingly, the Company does not
believe that disclosure of the actual ratios/amounts (or calculations thereof)
is or would be material to a reasonable investor.

    Moreover,
for substantially all of its history as a public reporting company, the Company
has not relied, and does not currently rely, on debt financing to fund its
operations or working capital needs. Accordingly, access to external financing
for Company operations and working capital needs is not material, at this time,
to the Company’s financial condition or results of operations. It is for these
reasons as well that the Company does not believe that disclosure of the actual
ratios/amounts (or calculations thereof) is or would be material to a reasonable
investor

    Nevertheless,
the Company will consider the materiality of such information in connection with
future disclosure for each of its periodic reports to the Commission, and, if
and when such information becomes material, the Company will disclose it in its
filings with the Commission.

    Contractual Obligations,
page 42

    4.           In
future filings, please revise your table of contractual obligations to include
in a separate line item the estimated interest payments on your debt, instead of
including them in the same line item as long-term debt
obligations.  Please also disclose in a footnote to the table any
assumptions you made to derive these amounts.

    Response:  The
Company will disclose estimated interest payments on its long-term debt
obligations in a separate line item in future filings and will provide in such
filings assumptions as to the derivation of those amounts.

        -2-

    Item 9A – Controls and
Procedures, page 43

    5.           We
note that your annual report on Form 10-K omits the disclosure required by Item
307 (Disclosure Controls and Procedures) of Regulation S-K.  Please
amend your annual report to correct this omission.  You may satisfy
this request by filing an abbreviated amendment that consists of a cover page,
an explanatory note, revised Item 9A disclosure and updated versions of the
certifications required by Sections 302 (paragraphs 1,2,4, and 5 only) and 906
of the Sarbanes-Oxley Act of 2002.  We further note that your annual
report does not contain any disclosure about changes in your internal control
over financial reporting pursuant to Item 308(c) of Regulation
S-K.  As you have disclosed the absence of such changes in prior
filings, please confirm to us that there have been no changes in your internal
control over financial reporting for purposes of Item 308(c) of Regulation
S-K.

    Response:  The
Company has amended its Item 9A disclosure and has filed an amendment to its
Annual Report on Form 10-K (the “Form 10-K/A”) via the EDGAR filing system
today.  As referenced in the Form 10-K/A, the Company confirms that
there have been no changes in its internal control over financial reporting for
the fiscal quarter ended December 31, 2008, that have materially affected, or
are reasonably likely to materially affect, the Company’s internal control over
financial reporting.

    Item 15 – Exhibits and
Financial Statement Schedules, page 46

    6.           It
appears that that audit report on the financial statement schedule listed in the
index appearing under Item 15(2) is not signed.  Similarly, it appears
that the consent filed as Exhibit 23.1 is also not signed.  Please
file an amendment to correct these.

    Response:  The
Company has included in the Form 10-K/A the signatures of Grant Thornton LLP on
the audit report on the financial statement schedule (Item 15(2)) and the
consent filed as Exhibit 23.1. Please note that the signatures of Grant Thornton
were on the audit report at the time the Company filed its 2008 Annual Report on
Form 10-K and that Grant Thornton LLP’s signature did appear on Exhibit 23.1; it
appears possible that the signatures were deleted in the conversion process to
EDGAR.

    Consolidated Financial
Statements and Supplementary Data

    Note 11 – Income Taxes, page
F22

    7.           It
is not clear how you have met the disclosure requirements set forth in paragraph
21 of FIN 48, as illustrated in paragraph A33 of FIN 48.  Please
advise or revise your disclosures in future filings accordingly.

    Response:  As of
December 31, 2007 and December 31, 2008, the Company did not have a liability
for unrecognized tax benefits, and did not believe that its tax positions would
change in any significant respect, due to the settlement thereof and expiration
of statutes of limitations prior to December 31, 2009.  For these
reasons, a tabular reconciliation was not possible.

    Should
events or circumstances change and the Company establishes a liability in
accordance with FIN 48, the appropriate disclosures as set forth in paragraph 21
of FIN 48 will be made in future filings.

        -3-

    SCHEDULE 14A DEFINITIVE
PROXY STATEMENT FILED ON APRIL 13, 2009

    Executive Compensation, page
14

    Compensation Discussion and
Analysis, page 14

    Components of Executive
Compensation, page 15

    Performance-Based Incentive
Compensation, page 16

    8.           With
a view toward future disclosure, please provide us with a materially complete
description and analysis of the individual goals applicable to each of your
named executive officers, as well as the compensation committee’s assessment of
how each officer performed with respect to those goals.  In this
regard, we note your disclosure on page 17 that “certain individual goals were
not met in full.”  Your description and analysis should identify both
the goals that were not fully met and the officers who did not meet those
goals.

    Response: As the Company’s
General Counsel discussed with the Staff by telephone on May 29, 2009, the
Company respectfully requests an extension until June 30, 2009 to respond to
this comment. The Company needs the additional time (i) in order to more fully
assess whether such additional information may be material and whether, to the
extent material, providing such additional information could cause competitive
harm to the Company; and (ii) to closely examine Commission guidance to
insure  our response is appropriate. Further, as noted in the
aforementioned telephone conversation, to the extent the Staff in willing to do
so, the Company would greatly appreciate the Staff providing any specific
Commission guidance that would help insure that the Company’s response is indeed
appropriate, and that the Company is correctly applying the confidential
treatment standards.

    9.           We
note your disclosure on page 17 that the compensation committee “awarded a
supplement to the bonus to certain individuals.”  With a view toward
future disclosure, please provide us with a materially complete description and
analysis of the compensation committee’s decision to award bonus
supplements.  In doing so, please identify the named executive
officers who received supplemental awards and quantify the amounts of the
awards.  You should also address the impact, if any, that the
unsatisfied individual goals had on the committee’s decision to award the
supplements.

    Response: As the Company’s
General Counsel discussed with the Staff by telephone on May 29, 2009, the
Company respectfully requests an extension until June 30, 2009 to respond to
this comment. The Company needs the additional time (i) in order to more fully
assess whether such additional information may be material and whether, to the
extent material, providing such additional information could cause competitive
harm to the Company; and (ii) to closely examine Commission guidance to insure
our response is appropriate. Further, as noted in the aforementioned telephone
conversation, to the extent the Staff in willing to do so, the Company would
greatly appreciate the Staff providing any specific Commission guidance that
would help insure that the Company’s response is indeed appropriate, and that
the Company is correctly applying the confidential treatment
standards.

        -4-

    Long-Term Incentive
Compensation, page 18

    10.           We
note your disclosure on page 18 that “[t]he Compensation Committee will
determine on an annual basis who will receive awards under the LTIP and the
limitations on those awards.  The determination will be based on
factors that normally apply to a company’s decision to grant awards, i.e.,
performance and industry conditions.”  With a view toward future
disclosure, please provide us with a materially complete description and
analysis of the compensation committee’s long-term incentive award
determinations for 2008.  In doing so, please address how the
committee determined the number of shares underlying the option awards received
by each named executive officer in 2008.

    Response: As the Company’s
General Counsel discussed with the Staff by telephone on May 29, 2009, the
Company respectfully requests an extension until June 30, 2009 to respond to
this comment. The Company needs the additional time (i) in order to more fully
assess whether such additional information may be material and whether, to the
extent material, providing such additional information could cause competitive
harm to the Company; and (ii) to closely examine Commission guidance to insure
our response is appropriate. Further, as noted in the aforementioned telephone
conversation, to the extent the Staff in willing to do so, the Company would
greatly appreciate the Staff providing any specific Commission guidance that
would help insure that the Company’s response is indeed appropriate, and that
the Company is correctly applying the confidential treatment
standards.

    ***

    In
connection with the Company’s response to the Staff’s comments, the Company
acknowledges that:

              ·

              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
      filing; 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.

    We hope
that our answers above appropriately respond to the Staff’s
comments.  Please do not hesitate to contact me by telephone at (713)
852-6500 with any questions or comments regarding this
correspondence.

    Sincerely,

    /s/ Mark R.
Stauffer

    Mark R.
Stauffer

    Executive
Vice President and Chief Financial Officer

        -5-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
May 28, 2009
 Mr. Mark R. Stauffer Executive Vice President and Chief Financial Officer Orion Marine Group, Inc. 12550 Fuqua Street Houston, TX  77034
 RE: Form 10-K for the fiscal year ended December 31, 2008
  Form 10-Q for the peri od ended March 31, 2009
  Schedule 14A filed on April 13, 2009
  File No. 1-33891

Dear Mr. Stuaffer:
We have reviewed these filings and have the following comments.  If you
disagree with a comment, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
or may not 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 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 YEAR ENDED DECEMBER 31, 2008

General

1. The file number listed on th e cover page is 333-145588.  Given the filing of the
Form 8-A12B on December 19, 2007, it a ppears that the file number should
actually be 1-33891.  Please advi se or revise accordingly.

Mr. Mark R. Stauffer
Orion Marine Group, Inc.
May 28, 2009 Page 2 of 5   Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 31
 Critical Accounting Policies, page 35

 Goodwill, page 36

2. In the interest of providing readers w ith a better insight into management’s
judgments in accounting for goodwill and in tangible assets, please consider
disclosing the following in future filings:
• The reporting unit level at which you test goodwill for impairment and your
basis for that determination;
• A qualitative and quantitative description of the material assumptions used
when evaluating goodwill and intangibl e assets for impairment and a
sensitivity analysis of those assu mptions based upon reasonably likely
changes; and
• If applicable, how the assumptions and methodologies used for valuing
goodwill and intangible assets in the curre nt year have changed since the prior
year highlighting the im pact of any changes.

Liquidity and Capital Resources, page 39

3. Your credit facility agreement contains  covenants that require you to maintain
certain financial ratios, in cluding net worth, fixed char ge and leverage ratios,
among other restrictions.  In future filings , please disclose he re or elsewhere in
the filing the specific terms of any ma terial debt covena nts in your debt
agreements.  Please also disclose the re quired ratios/amounts as  well as the actual
ratios/amounts as of each reporting date fo r any material covenants.  This will
allow readers to understand how much cushion there is between the required ratios/amounts and the actual ratios/amount s.  Please also consider showing the
specific computations used to arrive  at the actual ratios/amounts with
corresponding reconciliations to US GAAP amounts, if necessary.  Please show
us in your supplemental response what th e revisions, if any, will look like.  See
Sections I.D and IV.C of the SEC Inte rpretive Release No. 33-8350 and Question
10 of our FAQ Regarding the Use of Non- GAAP Financial Measures dated June
13, 2003.

Contractual Obligations, page 42

4. In future filings, please revi se your table of contractual obligations to include in a
separate line item the estimated intere st payments on your debt, instead of
including them in the same line item as long-term debt obligations.  Please also

Mr. Mark R. Stauffer
Orion Marine Group, Inc.
May 28, 2009 Page 3 of 5
disclose in a footnote to the table an y assumptions you made to derive these
amounts.
  Item 9A - Controls and Procedures, page 43

5. We note that your annual report on Form 10-K omits the disclosure required by Item 307 (Disclosure Controls and Procedures) of Regulation S-K.  Please amend your annual report to correct this omission.  You may satisfy this request by filing an abbreviated amendment that consists of a cover page, an explanatory note,
revised Item 9A disclosure and updated versions of the certifications required by Sections 302 (paragraphs 1, 2, 4, and 5 only) and 906 of the Sarbanes-Oxley Act of 2002.  We further note th at your annual report does not  contain any disclosure
about changes in your internal control over financial reporting pursuant to Item 308(c) of Regulation S-K.  As you have disclosed the absence of such changes in prior filings, please confirm to us that th ere have been no changes in your internal
control over financial reporting for purpos es of Item 308(c) of Regulation S-K.
 Item 15 – Exhibits and Financial Statement Schedules, page 46

6. It appears that the audit report on the financial statem ent schedule listed in the
index appearing under Item 15(2) is not signed.  Similarly, it appears that the
consent filed as Exhibit 23.1 is also not  signed.  Please file an amendment to
correct these.
Consolidated Financial Statem ents and Supplementary Data
 Note 11 – Income Taxes, page F22

7. It is not clear how you have met the disclo sure requirements set forth in paragraph
21 of FIN 48, as illustrated in paragraph A33 of FIN 48.  Please advise or revise
your disclosures in future filings accordingly.

SCHEDULE 14A DEFINITIVE PROXY STATEMENT FILED ON APRIL 13, 2009

Executive Compensation, page 14
Compensation Discussion and Analysis, page 14
Components of Executive Compensation, page 15
Performance-Based Incentive Compensation, page 16

8. With a view toward future disclosure, please provide us with a materially complete description and analysis of the individual goals applicable to each of
your named executive officers, as well as the compensation committee’s assessment of how each officer performed w ith respect to those goals.  In this

Mr. Mark R. Stauffer
Orion Marine Group, Inc.
May 28, 2009 Page 4 of 5
regard, we note your disclosure on page 17 that “certain individual goals were not
met in full.”  Your description and anal ysis should identify both the goals that
were not fully met and the officer s who did not meet those goals.

9. We note your disclosure on page 17 that  the compensation committee “awarded a
supplement to the bonus to certain indivi duals.”  With a view toward future
disclosure, please provide us with a materi ally complete descri ption and analysis
of the compensation committee’s decision to award bonus supplements.  In doing
so, please identify the named executive officers who received supplemental awards and quantify the amounts of the awards.  You should also address the
impact, if any, that the unsatisfied individual goals had on the committee’s
decision to award the supplements.
 Long-Term Incentive Compensation, page 18

10. We note your disclosure on page 18 that “[t]he Compensation Committee will determine on an annual basis who will receive awards under the LTIP and the
limitations on those awards. The determination will be based on factors that normally apply to a company’s decision to  grant awards, i.e., performance and
industry conditions.”  With a view toward future disclosure, please provide us
with a materially complete description and analysis of the compensation
committee’s long-term incentive award dete rminations for 2008.  In doing so,
please address how the committee determin ed the number of shares underlying
the option awards received by each named executive officer in 2008.

*    *    *    *
 Please respond to these comments within  10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review.  Please file your supplemental response on EDGAR as a correspondence file.  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 required under the Securities Ex change Act of 1934 and that they have
provided all information investors require fo r an informed decision.  Since the company
and its management are in possession of all f acts 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:

Mr. Mark R. Stauffer
Orion Marine Group, Inc. May 28, 2009 Page 5 of 5
• the company is responsible for the adequacy  and accuracy of the disclosure in their
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 filing; 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.
   In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Dorine Mill er, Financial Analyst, at  (202) 551-3711 or, in her
absence, Dietrich King, Staff Attorney, at (202) 551-3338 if you have any questions
regarding legal or disclosure matters.  Pleas e contact Jeffrey Gordon, Staff Accountant, at
(202) 551-3866 or, in his absence, the undersigned at (202) 551-3769 if you have
questions regarding comments on the financ ial statements and related matters.

 Sincerely,

 Rufus Decker
 Accounting Branch Chief

CORRESP
1
filename1.htm

corresp

December 19, 2007

VIA FACSIMILE 202.772.9369 AND EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Pamela A. Long

     Re:     Registration Statement on Form S-1 (File No. 333-145588) of Orion Marine Group, Inc.

Dear Ms. Long:

We hereby request that the effectiveness of the above-captioned Registration Statement be
accelerated so that such Registration Statement will become effective on Wednesday, December 19,
2007 at 4:00 p.m., Eastern time.

On behalf of the Company, I hereby acknowledge that:

    •

    Should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing; and

    •

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

The Company further understands that the Division of Enforcement has access to all information
provided to the Staff of the Division of Corporation Finance in the Staff’s review of the Company’s
filings or in response to the Staff’s comments on the Company’s filings.

Please direct any questions or comments regarding the Registration Statement to Kyle Fox, Vinson &
Elkins L.L.P. at 512.542.8539.

    Sincerely,

    /s/ Cabell Acree

    Cabell Acree

    Vice President and General Counsel

CORRESP
1
filename1.htm

corresp

December 14, 2007

VIA FACSIMILE 202.772.9210 AND EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Pamela A. Long

    Re: Registration Statement on Form S-1 (File No. 333-145588) of Orion Marine Group,
Inc.

Dear Ms. Long:

We hereby request that the effectiveness of
the above-captioned Registration Statement be
accelerated so that such Registration Statement will become effective on Monday, December 17, 2007
at 4:00 p.m., Eastern time.

On behalf of the Company, I hereby acknowledge that:

    •

    Should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing; and

    •

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

The Company further understands that the Division
of Enforcement has access to all information
provided to the Staff of the Division of Corporation Finance in the Staff’s review of the Company’s
filings or in response to the Staff’s comments on the Company’s filings.

Please direct any questions or comments regarding
the Registration Statement to Kyle Fox, Vinson &
Elkins L.L.P. at 512.542.8539.

Sincerely,

J. Michael Pearson

President and Chief Executive Officer

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

October 15, 2007
 J. Michael Pearson  President and Chief Executive Officer  Orion Marine Group, Inc. 12550 Fuqua Houston, Texas 77034
Re: Orion Marine Group, Inc.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed on October 2, 2007  File No. 333-145588

Dear Mr. Pearson:

We have reviewed your filing and have the following comments.
 General

 1. We note the penultimate paragraph of your response letter; however, an authorized company representative must directly provide the Tandy representations. Prior to the effective date of the registration statement, the company should submit on EDGAR a separate letter or include in its acceleration request the Tandy representations.
 Cover Page

 2. We note your response to comment 2 in our letter dated September 14, 2007.  Please revise the language to state that the selling shareholders “will” sell at prices within the bona fide range until your securities are quoted on the Nasdaq Global Market and thereafter at prevailing market prices or privately negotiated prices.
 Legal Proceedings, page 59

 3. We note your response to comment 10 in our letter dated September 14, 2007. Please quantify the relief sought in the pending lawsuit.

J. Michael Pearson
Orion Marine Group, Inc.
October 15, 2007 Page 2   Compensation Discussion and Analysis, page 67

 Performance-Based Incentive Compensation, page 69

 4. We note your response to comment 13 in our letter dated September 14, 2007.  Please clarify on page 71 how the formulas apply to both the 80% to 110% and above 110% 2007 Net Cash Flow targets. Based on our conversation with counsel, it appears that the following should be disclosed:

• Describe the terms in the formula on page 71.
o Disclose that a number (100) is applied against the Target Pool in the numerator.
o Disclose that the numerator, the Target Pool, was set at the compensation committee’s discretion for 2007 at $500,000.
o Disclose that the denominator is the actual NCF less the 80% of the target NCF.
• Disclose that if the actual 2007 NCF is between 80% and 110% target NCF, the formula is multiplied against each $1,000 of the actual NCF that exceeds 80% of the target NCF.
• Disclose that if the actual 2007 NCF is above 110% target NCF target, then the formula on page 71 is multiplied by a factor of 2.5 for each $1,000 of the actual NCF that exceeds 110% of the target NCF.
 Please also provide some examples for calculating the performance-based incentive bonuses for one of the executive officers.
 Selling Shareholders, page 87

 5. With respect to the shares to be offered for resale by each selling shareholder that is a nonpublic legal entity, please disclose the natural person or persons who exercise the sole or shared voting and/or dispositive powers with respect to the shares to be offered by that shareholder.  See Interpretation 4S of the Regulation S-K section of the Manual of Publicly Available Telephone Interpretations (March 1999 Supplement).

6. We note your response to comment 16 in our letter dated September 14, 2007.  Please
disclose the nature of any position, office, or other material relationship which any selling security holder has had within the past three years with the registrant or any of its predecessors or affiliates.  See Item 507 of Regulation S-K.

7. We note your response to comment 17 in our letter dated September 14, 2007.  Please
disclose the names of the selling shareholders who are broker-dealers or affiliates of a broker dealer.  It appears that at least several selling shareholders are also broker-dealers.  If a selling shareholder is a broker-dealer, the prospectus should state that the seller is
 an

J. Michael Pearson
Orion Marine Group, Inc.
October 15, 2007 Page 3
underwriter. It is not sufficient to say that such selling shareholders may be deemed to be

underwriters as you disclose in footnote (2) on page 100.  Broker dealers and their affiliates who received the securities as compensation for underwriting activities need not be identified as underwriters.  If a selling stockholder is an affiliate of a broker-dealer, provide the following representations in the prospectus: (1) the seller purchased in the ordinary course of business, and (2) at the time of the purchase of the securities to be resold, the seller had no agreements or understandings, directly or indirectly, with any person to distribute the securities.  If you cannot provide these representations, state that the seller is
 an underwriter.
 Annual Audited Consolidated Financial Statements

 Note 1 – Summary of Significant Accounting Policies: Property and Equipment, page F-10

 8. We note your responses to comments 26 and 27 in our letter dated September 13, 2007.  Please revise your filing to clarify, if true, that in situations where a significant upgrade
or dry docking activity results in a revision to the estimated useful life of your equipment, you account for the change in useful life prospectively as a change in accounting estimate.  Refer to paragraphs 19 and 20 of SFAS 154.
 Note 9 – Commitments and Contingencies, page F-18

 9. Please revise your footnotes to include a description of the material legal proceedings discussed in the second paragraph of the legal proceedings section on page 59.  Please also include any other disclosures required by paragraphs 9 and 10 of SFAS 5, or tell us how you determined these disclosures were not necessary.
 Note 15 – Enterprise Wide Disclosures, page F-22

 10. We note your response to comment 21 in our letter dated September 13, 2007.  We also note from your disclosures on page 1 that you provide marine construction services in several geographical areas, including the Caribbean Basin.  Thus it appears that at least a portion of your revenues are generated outside of the United States.  Please revise to include the information about geographic area required by paragraph 38 of SFAS 131.

J. Michael Pearson
Orion Marine Group, Inc. October 15, 2007 Page 4
As appropriate, please amend your registration statement in response to these comments.
You may contact Lisa Haynes at (202) 551-3424 or Rufus Decker at (202) 551-3769 if you have questions regarding comments on the financial statements and related matters.  Please contact Brigitte Lippmann at (202) 551-3713 or me at (202) 551-3760 with any other questions.
Sincerely,    Pamela A. Long Assistant Director
  cc: Kyle K. Fox, Esq.   Vinson & Elkins, LLP   The Terrace 7   2801 Via Fortuna, Suite 100   Austin, Texas 78746

CORRESP
1
filename1.htm

corresp

October 2, 2007

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E. Mail Stop 7010

Washington, D.C. 20549-7010

    Attention:

    Ms. Pamela A. Long

    Assistant Director

    Re:

    Orion Marine Group, Inc.

    Registration Statement on Form S-1

    Filed on August 20, 2007

    File No. 333-145588

Ladies and Gentlemen:

     We are writing on behalf of our client, Orion Marine Group, Inc. (the “Company”) in response
to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the
United States Securities and Exchange Commission (the “Commission”) by letter dated September 14,
2007, with respect to the review of the Company’s Form S-1 initially filed with the Commission on
August 20, 2007, File No. 333-145588 (the “Registration Statement”). For your convenience, the
numbered paragraphs below restate the numbered paragraphs in the Staff’s letter to the Company, and
the discussion set forth below each numbered paragraph is the Company’s response to the Staff’s
comments.

     We have filed through EDGAR and enclosed herewith five courtesy copies of Amendment No. 1
(“Amendment No. 1”) to the Registration Statement.

General

1. Please note that we may have comments on the legal opinion once it is filed.

This opinion is filed with this Amendment No. 1.

Cover Page

2. Because there is currently no market for your common shares please revise your cover page and
plan of distribution to provide that selling shareholders will sell at a fixed price or bona fide
range until your securities are quoted on the Nasdaq Global Market and thereafter at prevailing
market prices or privately negotiated prices. See Item 16 of
Schedule A to the Securities Act of 1933 and Item 503(b)(3) of Regulation S-K.

In response to the Staff’s comments, language has been added to the cover page and under “Plan of
Distribution,” at page 109, to indicate that based on the range of prices at which the Company’s
shares have traded on the PORTAL Market, the Company expects that prior to the time the Company’s
common stock is listed on Nasdaq, purchases and
sales of its common stock will occur at prices between $14.05 and $15.00 per share, if any shares
are sold.

Summary Consolidated Financial Data, page 7

3. Please tell us how you determined the amount of basic weighted average shares outstanding for
the years ended December 31, 2002 and 2003 as well as the period from
January 1 to October 13, 2004. It is unclear why the number of weighted average shares outstanding
would decrease from 15,872,360 for the period January 1 to October 13,
2004 to 15,695,067 for the period October 14 to December 31, 2004, when no shares appear to have
been redeemed or bought back during that time period.

The weighted average shares outstanding for the years ended December 31, 2002 and 2003 as well as
the period from January 1 to October 13, 2004 (the “Predecessor Period”) appearing in the tables
under “Summary Consolidated Financial Data” at page 8 and “Selected Consolidated Financial Data” at
page 27 have been revised to 92,000, 97,100 and 97,100, respectively. The corresponding net income
per share data has been revised to reflect the changed weighted average shares outstanding. The
weighted average shares outstanding for the Predecessor Period are the actual shares outstanding at
that time. The substantial difference in weighted average shares outstanding between the
Predecessor and Successor Periods results from the acquisition of the Company by its former
principal stockholders. A sentence has been added to footnote (2) on pages 9 and 27 explaining
such difference. In addition, the Company has deleted the sentence from footnote (2) on page 27
which explained that the weighted average shares outstanding for the Predecessor period in its
initial filing was based on shares outstanding as of December 31, 2006.

Risk Factors, page 10

4. Please delete the second sentence of the first paragraph on page 10. All material risks should
be described. If risks are not deemed material, you should not reference them.

This sentence has been deleted.

Failure to establish and maintain effective internal control ... , page 19

5. If you have identified any material deficiencies related to your disclosure controls or internal
controls, please disclose.

The Company has advised us that no material deficiencies related to disclosure or internal controls
have been identified.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Operating Activities, page 37

6. Net income, adjusted for non-cash items is considered a non-GAAP measure. Please either remove
this measure from your filing or revise your filing to include the non-GAAP disclosures required by
Item 10(e) of Regulation S-K.

In response to the Staff’s comments, this measure has been removed from the filing.

Business

Our Business, page 41

7. We note your discussion of EBITDA throughout the filing and in particular on pages 1, 29 and 41.
In each of these instances, please revise to also include discussion of net income so that the
non-GAAP EBITDA measure does not receive greater prominence
than the most directly comparable GAAP measure. Refer to Item 10(e) of Regulation SK.

In response to the Staff’s comments, the measure of income available to common shareholders has
been added throughout the filing and particularly on pages 1 and 42.
The discussion of EBITDA has been removed from the discussion under “Utilization” on page 29.

Environmental Matters, page 56

8. Please disclose any material estimated capital expenditures for environmental control
facilities. See Item 101(b)(2)(xii) of Regulation S-K.

The Company does not believe that material capital expenditures will be required for environmental
control facilities in the near term. Language has been added to this effect under “Environmental
Matters” at page 57.

9. Please also ensure that you discuss all of the environmental provisions that may have a material
affect on you. We note your statement that you discuss “some of” the environmental provisions that
apply to your activities.

In response to the Staff’s comments, this section has been revised to clarify that the Company
discusses all of the environmental laws and regulations that may have a material effect on the
Company. See page 57.

Legal Proceedings. page 58

10. Please disclose the name of the court in which the class action proceedings are pending, the
date instituted, and the relief sought. See Item 103 of Regulation S-K.

This information has been added under “Legal Proceedings” at page 59.

Compensation Discussion and Analysis, page 65

Role of Executive Officers in Compensation Decisions, page 66

11. We note that the CEO plays a significant role in the compensation-setting process. Please
disclose whether the compensation committee approved Mr. Pearson’s recommendations for salary and
compensation awards for 2006, or discuss the extent to which the committee determined to pay award
compensation other than as recommended.

In response to the Staff’s comments, the CEO’s role in setting compensation and the approval
process of his recommendations for salary and compensation awards for 2006
has been added under “Role of Executive Officers in Compensation Decisions” at page 68.

Performance-Based Incentive Compensation, page 67

12. With regard to company performance, we note that you have not disclosed any specific target
levels of corporate performance. Please disclose the 2006 and 2007 target levels for each item of
corporate performance that are measured. If you believe that disclosure of the target levels would
cause you competitive harm, using the standard you would use if requesting confidential treatment,
please discuss this supplementally. In that case, note that you must still include disclosure that
explains how difficult it will be for the executive or how likely it will be to achieve the
undisclosed target levels. We may have additional comments on whether you have met the standards
for treating the information confidentially. Please see instruction 4 to Item 402(b) of Regulation
S-K.

In response to the Staff’s comments, the discussion under “Performance-Based Incentive
Compensation” at pages 69 and 70 has been revised to disclose the 2006 and 2007 target levels for
each item of corporate performance, as well as how difficult it may be for its executives to
achieve these target levels.

13. Please describe the formulas (for between 80% and 110% and above 110%) upon which you determine
to increase the aggregate size of the bonus pool.

This formula has been added under “Performance-Based Incentive Compensation” at page 71.

Certain Relationships and Related Party Transactions, page 84

14. Please disclose the relationship between each party to the redemption agreement to each other
and to the company or its affiliates and the purpose of this agreement.

This disclosure has been added under
“Certain Relationships and Related Party Transactions” and
“Related Party Transactions” at pages 86 and 40, respectively.

15. Please describe your policies and procedures regarding transactions with related persons,
consistent with the requirements of Item 404(b) of Regulation S-K. For example, please discuss the
types of transactions that are covered and state whether the policies and procedures are in writing
or how else they are evidenced.

We have been advised by the Company that it has proposed a Related Party Transaction policy to its
board of directors and it anticipates adopting this policy prior to effectiveness. We have
included language to this effect on pages 41 and 86.

Selling Shareholders, page 85

16. Please disclose the nature of any position, office, or other material relationship which any
selling security holder has had within the past three years with the registrant or any of its
predecessors or affiliates. See Item 507 of Regulation S-K.

A selling stockholder table has been added under “Selling Shareholders” at pages 87 through 100.
The footnotes to this table will be updated in a pre-effective amendment to reflect any changes in
the selling stockholders and to provide further information regarding the nature of any position,
office or other material relationship which any selling stockholder has had within the past three
years with the registrant or any of its predecessors or affiliates.

17. Please disclose the names of the selling shareholders who are broker-dealers or affiliates of a
broker dealer. If a selling shareholder is a broker-dealer, the prospectus should state that the
seller is an underwriter. Broker dealers and their affiliates who received the securities as
compensation for underwriting activities need not be identified as underwriters. If a selling
stockholder is an affiliate of a broker-dealer, provide the
following representations in the prospectus: (l) the seller purchased in the ordinary course of
business, and (2) at the time of the purchase of the securities to be resold, the seller had no
agreements or understandings, directly or indirectly, with any person to distribute the securities.
If you cannot provide these representations, state that the seller is an underwriter.

A selling stockholder table has been added under “Selling Shareholders” at pages 87 through 100.
The footnotes to this table will be updated in a pre-effective amendment to reflect any changes in
the selling stockholders and to provide any additional names of selling stockholders who are
broker-dealers or affiliates of a broker dealer.

Description of Capital Stock, page 86

18. Please remove your statement that the discussion does not give full effect to the terms of
statutory or common law that may affect a person’s rights as a stockholder. You are required to
discuss the items described in Item 202 of Regulation S-K. To the extent the items are impacted by
statutory or common law, they must still be described as required by Regulation S-K.

In response to the Staff’s comments, this statement has been removed.

Annual Audited Consolidated Financial Statements

General

19. It appears from your disclosures on page 49 that you provide a variety of different services
which could be considered operating segments as defined in SFAS 131.
Furthermore, it appears from your disclosures on page 34 that some of the services you provide may
be more profitable than others. Please tell us how you determined your operating segments in
accordance with paragraphs 10-15 of SFAS 131. If applicable, please also discuss how you determined
it was appropriate to aggregate two or more operating segments into a single reportable segment in
accordance with paragraph 17 of SFAS 131.

The Company is engaged as a heavy civil contractor specializing in marine construction, generally
within the Gulf Coast and Atlantic Coast regions and surrounding areas. The Company’s services are
provided and allocated on a project by project basis, which is determined by the Company’s success
in bidding and negotiating specific contracts with agencies and owners, the Company’s overall
operational and financial plans and strategies, and prevailing market conditions.

Usually, a single project contains a combination of the types of marine construction services that
we provide, including (i) bridge and causeway construction; (ii), commercial dock and port
construction; (iii) dredging; (iv) erosion control and other environmental protection or
restoration; (v)marine pipeline services; (vi) maintenance and repair with respect to the
foregoing; and (vii) related specialty marine services including diving, salvage, inspection and
towing. Because these services are normally intertwined and combined within a given project, the
Company operates as a single segment.

A single project manager is assigned to manage a project, including all of its components and
related services, from start to finish with oversight by the Chief Decision Makers of the Company
(the “CODM”). The CODM includes executive management, including the Chief Executive Officer, Chief
Financial Officer and senior management. Resources, including project managers and fixed assets,
are available on a company-wide basis and are deployed and allocated based on availability and
specific project requirements. The CODM analyzes financial information, which is available and
prepared on a project by project basis, to measure individual contract performance as compared with
original estimates, to assess market conditions and associated economic and bidding climates and to
evaluate risks. Financial information on a project is not compiled or presented by type of
service, customer or geographic area. Each month the project manager, in conjunction with project
controllers and accounting staff, update each project’s projected performance at completion by
using actual costs-to-date and re-forecasted costs-to-complete for the balance of the work
remaining. Regular review of these project reports allows the CODM to manage the Company’s
business, including allocating Company-wide available assets and resources, assessing production
efficiencies and external factors such as adverse weather conditions, and responding to
project-specific cost overruns, under-billings, change orders, and other items that might affect
project profitability and/or future business plans.

Accordingly, the Company manages its business on a project basis, and utilizes the synergies
available within the entire organization. All projects are reported as one operating segment; that
of a marine specialty contractor serving the heavy civil marine infrastructure market, and no
additional segmented information is considered more meaningful to financial statement readers.

20. As a related matter, if you determine that you have more than one reportable segment, please
also revise your MD&A to include relevant disclosures regarding your results of operations and
fi

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

September 14, 2007

J. Michael Pearson
President and Chief Executive Officer
Orion Marine Group, Inc.
12550 Fuqua
Houston, Texas 77034

Re: Orion Marine Group, Inc.
 Registration Statement on Form S-1
 Filed on August 20, 2007
 File No. 333-145588

Dear Mr. Pearson:

We have reviewed your filing and have the following comments.  Where indicated, we
think you should revise 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 detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. Please note that we may have comments on the legal opinion once it is filed.

Cover Page

2. Because there is currently no market for your common shares please revise your cover page and plan of distribution to provide that selling shareholders will sell at a fixed price or bona fide range until your securities are quoted on the Nasdaq Global Market and thereafter at prevailing market prices or privately negotiated prices.  See Item 16 of Schedule A to the Securities Act of 1933 and Item 503(b)(3) of Regulation S-K.
Summary Consolidated Financial Data, page 7

J. Michael Pearson
Orion Marine Group, Inc.
September 14, 2007 Page 2

3. Please tell us how you determined the amount of basic weighted average shares outstanding for the years ended December 31, 2002 and 2003 as well as the period from January 1 to October 13, 2004.  It is unclear why the number of weighted average shares outstanding would decrease from 15,872,360 for the period January 1 to October 13, 2004 to 15,695,067 for the period October 14 to December 31, 2004, when no shares appear to have been redeemed or bought back during that time period.

Risk Factors, page 10

4. Please delete the second sentence of the first paragraph on page 10.  All material risks should be described.  If risks are not deemed material, you should not reference them.

Failure to establish and maintain effective internal control . . . , page 19

5. If you have identified any material deficiencies related to your disclosure controls or internal controls, please disclose.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Operating Activities, page 37

6. Net income, adjusted for non-cash items is considered a non-GAAP measure.  Please either remove this measure from your filing or revise your filing to include the non-GAAP disclosures required by Item 10(e) of Regulation S-K.

Business

Our Business, page 41

7. We note your discussion of EBITDA throughout the filing and in particular on pages 1,
29 and 41.  In each of these instances, please revise to also include discussion of net income so that the non-GAAP EBITDA measure does not receive greater prominence than the most directly comparable GAAP measure.  Refer to Item 10(e) of Regulation S-K.

Environmental Matters, page 56

8. Please disclose any material estimated capital expenditures for environmental control facilities.  See Item 101(b)(2)(xii) of Regulation S-K.

J. Michael Pearson
Orion Marine Group, Inc.
September 14, 2007 Page 3
9. Please also ensure that you discuss all of the environmental provisions that may have a material affect on you.  We note your statement that you discuss “some of” the environmental provisions that apply to your activities.

Legal Proceedings, page 58

10. Please disclose the name of the court in which the class action proceedings are pending, the date instituted, and the relief sought. See Item 103 of Regulation S-K.

Compensation Discussion and Analysis, page 65

Role of Executive Officers in Compensation Decisions, page 66

11. We note that the CEO plays a significant role in the compensation-setting process.  Please disclose whether the compensation committee approved Mr. Pearson’s recommendations for salary and compensation awards for 2006, or discuss the extent to which the committee determined to pay or award compensation other than as recommended.

Performance-Based Incentive Compensation, page 67

12. With regard to company performance, we note that you have not disclosed any specific target levels of corporate performance.  Please disclose the 2006 and 2007 target levels for each item of corporate performance that are measured.  If you believe that disclosure of the target levels would cause you competitive harm, using the standard you would use if requesting confidential treatment, please discuss this supplementally.  In that case, note that you must still include disclosure that explains how difficult it will be for the executive or how likely it will be to achieve the undisclosed target levels.  We may have additional comments on whether you have met the standards for treating the information confidentially.  Please see instruction 4 to Item 402(b) of Regulation S-K.

13. Please describe the formulas (for between 80% and 110% and above 110%) upon which you determine to increase the aggregate size of the bonus pool.

Certain Relationships and Related Party Transactions, page 84

14. Please disclose the relationship between each party to the redemption agreement to each other and to the company or its affiliates and the purpose of this agreement.

15. Please describe your policies and procedures regarding transactions with related persons, consistent with the requirements of Item 404(b) of Regulation S-K.  For example, please discuss the types of transactions that are covered and state whether the policies and procedures are in writing or how else they are evidenced.

J. Michael Pearson
Orion Marine Group, Inc.
September 14, 2007 Page 4

Selling Shareholders, page 85

16. Please disclose the nature of any position, offi ce, or other material relationship which any
selling security holder has had within the past three years with the registrant or any of its predecessors or affiliates.  See Item 507 of Regulation S-K.

17. Please disclose the names of the selling shareholders who are broker-dealers or affiliates of a broker dealer.  If a selling shareholder is a broker-dealer, the prospectus should state that the seller is an underwriter. Broker dealers and their affiliates who received the securities as compensation for underwriting activities need not be identified as underwriters.  If a selling stockholder is an affiliate of a broker-dealer, provide the following representations in the prospectus: (1) the seller purchased in the ordinary course of business, and (2) at the time of the purchase of the securities to be resold, the seller had no agreements or understandings, directly or indirectly, with any person to distribute the securities.  If you cannot provide these representations, state that the seller is an underwriter.

Description of Capital Stock, page 86

18. Please remove your statement that the discussion does not give full effect to the terms of statutory or common law that may affect a person’s rights as a stockholder.  You are
required to discuss the items described in Item 202 of Regulation S-K.  To the extent the items are impacted by statutory or common law, they must still be described as required by Regulation S-K.

Annual Audited Consolidated Financial Statements

General

19. It appears from your disclosures on page 49 that you provide a variety of different
services which could be considered operating segments as defined in SFAS 131.  Furthermore, it appears from your disclosures on page 34 that some of the services you provide may be more profitable than others.  Please tell us how you determined your operating segments in accordance with paragraphs 10-15 of SFAS 131.  If applicable, please also discuss how you determined it was appropriate to aggregate two or more operating segments into a single reportable segment in accordance with paragraph 17 of SFAS 131.

20. As a related matter, if you determine that you have more than one reportable segment, please also revise your MD&A to include relevant disclosures regarding your results of operations and financial condition by segment.  Refer to Item 303(a) of Regulation S-K.

J. Michael Pearson
Orion Marine Group, Inc.
September 14, 2007 Page 5
21. Please revise to provide the enterprise-wide disclosures required by paragraphs 36-39 of SFAS 131.

Consolidated Statements of Income, page F-4

22. Please revise your filing throughout to include gains and losses on the sale of property and equipment as a component of operating income instead of as a component of other (income) expense.  Alternatively, please tell us why you believe your presentation is appropriate.  Refer to paragraph 45 of SFAS 144.

Consolidated Statement of Stockholders’ Equity, page F-5

23. It appears that you did not give retroactive effect to the February 2005 stock split in your statement of stockholders’ equity for the period ended December 31, 2004.  Please revise your filing accordingly.  Refer to SAB Topic 4C.

24. Please revise to include a statement of stockholders’ equity for the predecessor period from January 1 through October 13, 2004.

Note 1 – Summary of Significant Accounting Policies

Revenue Recognition, page F-8

25. Please revise to disclose your accounting policy for pre-contract costs associated with unsuccessful bids. It is unclear if you expense these costs immediately upon notification that the bid was unsuccessful or if you occasionally defer these costs.  To the extent that you defer contract costs associated with unsuccessful bids, please revise your filing to describe the circumstances under which you defer these costs and quantify the amount of any deferred costs as of each balance sheet date presented.

Property and Equipment, page F-10

26. Please revise your filing to provide a more robust explanation of your accounting policies regarding the factors you consider in determining whether to expense or capitalize maintenance costs.  For example, we note from your disclosures on page 37 that you substantially overhauled and upgraded a dredge.  In order to help us better understand your capitalization policy, please tell us the following regarding your 2006 dredge upgrade:

• Quantify the costs capitalized in total and by type of cost;
• Quantify the costs expensed in total and by type of cost (if any);
• The original amortization period associated with the dredge when first acquired or built;

J. Michael Pearson
Orion Marine Group, Inc.
September 14, 2007 Page 6
• The remaining amortization period associated with the dredge at the time of the 2006 upgrade;
• The estimated number of useful years added to the life of the dredge as a result of the 2006 upgrade; and
• The frequency with which each type of capitalized maintenance cost must be performed in order to keep the equipment functioning.

27. As a related matter, we note your disclosure on page F-7 that you consider the amortization period of maintenance and repairs for dry-docking activity to be a critical accounting estimate.  Please revise your filing here and on page 32 to more fully describe your accounting policies for maintenance and repairs for dry-docking activity, including the amortization periods you use and how you evaluate the appropriateness of these amortization periods on an on-going basis.

Self-Insurance, page F-11

28. Please revise your filing here and on pages 33 and 55 to disclose the extent to which you have excess loss insurance.  Your revised disclosures should quantify the thresholds at which the excess loss insurance coverage would take effect for each risk (e.g. workers compensation, automobile liability, etc) and should identify the risks for which you have no excess loss coverage.

Note 11 – Earnings per Share, page F-18

29. Your reconciliation of the numerators and denominators used in the computations of basic and diluted earnings per share should be audited.  Please revise as necessary to remove the reference to unaudited information from each of the column headings.  Please also disclose separately, by type of securit y, the number of shares that were not included
in the computation of diluted EPS, because to do so would have been antidilutive for the periods presented.

30. Please tell us whether or not you include unvested shares of restricted stock in your computation of basic EPS.  If you do include these shares in your computation, please tell us the authoritative literature you relied upon to support your accounting treatment.

Interim Unaudited Consolidated Financial Statements

General

31. Where a comment above requests additional disclosures or other revisions to be made to your annual financial statements, please also revise your interim financial statements to address the comments as appropriate.

J. Michael Pearson
Orion Marine Group, Inc.
September 14, 2007 Page 7
Consolidated Statements of Cash Flows, page F-25

32. It appears that your cash flow presentation has netted the proceeds from the sale of your common stock against the redemption of your common stock and the liquidation of your preferred stock.  Please revise your cash flow statement to separately present each of these transactions.

Schedule II – Valuation and Qualifying Accounts

33. It appears from your Schedule II and your statements of cash flows on pages F-6 and F-25 that you established an allowance for doubtful accounts in the amount of $500,000 during the year ended December 31, 2006 but that you have not had any direct or indirect write-offs of doubtful accounts during any period presented in your filing.  Please confirm that this statement is accurate.  If our understanding is incorrect, please revise your schedule to include both the write-offs and the entry necessary to replenish the allowance for each period presented.

Signatures

34. Please revise to indicate that the principal accounting officer or controller has also signed
the registration statement pursuant to Instruction 1 to Signatures on Form S-1.

As appropriate, please amend your registration 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 cover 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 amendment 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 information 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.

Notwithstanding our comments, in the event the company requests acceleration of the
effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the