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

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

_________________

Date of Report  
(Date of earliest
event reported): May 14, 2009

ORION ENERGY SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

Wisconsin
01-33887
39-1847269
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)

2210 Woodland Drive, Manitowoc, Wisconsin 54220
(Address of principal executive offices, including zip code)

(920) 892-9340

(Registrant’s telephone number, including area code)

1204 Pilgrim Road, Plymouth, Wisconsin 53073

(Former name or former address, if changed since last report)

_________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02. Results of Operations and Financial Condition.

        On May 14, 2009, Orion Energy Systems, Inc. issued a press release announcing its quarterly and annual financial results for its fiscal 2009 fourth quarter and fiscal year ended March 31, 2009. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

  a. Not applicable.

  b. Not applicable.

  c. Not applicable.

  d. Exhibits. The following exhibit is being furnished herewith:

  (99.1) Press Release of Orion Energy Systems, Inc., dated May 14, 2009.







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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ORION ENERGY SYSTEMS, INC.


Date:  May 14, 2009
By:  /s/ Scott R. Jensen
        Scott R. Jensen
        Chief Financial Officer and Treasurer








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ORION ENERGY SYSTEMS, INC.
FORM 8-K
EXHIBIT INDEX

Exhibit
Number

(99.1) Press Release of Orion Energy Systems, Inc., dated May 14, 2009.











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