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                              April 26, 2024

       Gavin B. Brandon
       Chief Financial Officer
       Orion Office REIT Inc.
       2398 E. Camelback Road, Suite 1060
       Phoenix, AZ 85016

                                                        Re: Orion Office REIT
Inc.
                                                            Form 10-K for the
Fiscal Year ended December 31, 2023
                                                            Filed February 27,
2024
                                                            File No. 001-40873

       Dear Gavin B. Brandon:

                                                        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, 2023

       Part I
       Item 1. Business, page 4

   1.                                                   We note your risk
disclosure on page 11 that some of your leases have early termination
                                                        provisions. Please tell
us, and in future filings, please clarify, the percentage of your
                                                        occupied properties
that have tenants with early termination provisions and discuss the
                                                        impact to you from
tenants exercising such provisions, including the number of tenants
                                                        that have exercised
that provision over the past two years and the amount of impacted
                                                        square footage.
       Item 1A. Risk Factors
       We could experience difficulties or delays renewing leases . . . , page
8

   2.                                                   In future Exchange Act
periodic reports, please update this risk factor to highlight,
                                                        including in the risk
factor title, that 27.9% of your total portfolio with respect to
                                                        Annualized Base Rent is
set to expire in 2024, as indicated by the table on page 28.
 Gavin B. Brandon
Orion Office REIT Inc.
April 26, 2024
Page 2
We have existing debt and refinancing risks. . ., page 12

3.       We note that your Revolving Facility is scheduled to mature in
November 2024, and your
         statement on page 12 and elsewhere that you do not expect to have
generated sufficient
         cash from operations to repay the principal outstanding under the
Revolving Facility,
         which was $116.0 million as of December 31, 2023, on its scheduled
maturity date. We
         also note your statement that you are in preliminary discussions to
potentially amend the
         facility in a manner that would result in an extension of the facility
and a reduction in the
         amount of required unencumbered asset value. In future Exchange Act
periodic reports,
         please update this risk factor to expand your disclosure to discuss
the current covenant
         requirement, and your unencumbered asset value as of a recent date.
Item 2. Properties, page 25

4.       We note your disclosure on page 4 that your portfolio is comprised of
traditional office
         buildings, as well as governmental office, medical office,
office/laboratory,
         office/research and office/flex properties. Please tell us, and in
future filings, please
         revise, to add disclosure showing a percentage breakdown of your
portfolio by office
         property types.
5.       We note your statement on page 11 that you compete with a number of
other owners and
         operators of office properties, and that you may lose tenants if your
properties are not as
         attractive to existing or new tenants as properties owned by your
competitors "due to age
         of buildings, physical condition, lack of amenities or other similar
factors." For each
         property portfolio, please tell us, and in future filings, please
disclose, the class of the
         office buildings in that portfolio. Please tell us, and in future
filings, please clarify, if the
         class of building is impacting your ability to renew leases, or obtain
new tenants, and the
         impact on leasing costs associated with renewing or re-letting a
particular space.
Leasing Activity and Capital Expenditures, page 35

6.     We note your statement that as of December 31, 2023, you had outstanding
commitments
       of $42.3 million for tenant improvement allowances and $0.3 million for
leasing
       commissions. In future Exchange Act periodic reports, please expand your
disclosures to
       discuss these amounts on a per square foot basis or square footage
should be shown so the
       amounts can be calculated, and also disclose any tenant concession
amounts. Please
       also expand your discussion of leasing results for the prior period,
including the amount of
FirstName LastNameGavin B. Brandon
       leases that were new leases compared to renewal leases, and the amount
of leases that
Comapany
       wereNameOrion
             not renewed. Office REIT
                           Further,   Inc. quantitatively discuss the
relationship between expiring
                                    please
       rents
April 26,    andPage
          2024    current
                      2 market rents.
FirstName LastName
 Gavin B. Brandon
FirstName   LastNameGavin B. Brandon
Orion Office  REIT Inc.
Comapany
April       NameOrion Office REIT Inc.
       26, 2024
April 326, 2024 Page 3
Page
FirstName LastName
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Future Lease Expirations, page 36

7.       We note your cross reference to the Lease Expirations table under Item
2, which indicates
         that 15 leases are expiring in 2024 and that such leases represent
21.5% of your leased
         square feet and 27.9% of your annualized based rent. We refer you to
statements in your
         earnings call transcript for the fourth quarter of 2023, which
indicates that you expect that
         several of your largest tenants with leases rolling in 2024 will not
renew, causing revenues
         and earnings to decline materially and carrying costs to rise until
you can get these
         properties released and that you note that leases and the associated
declines in revenues
         over the past couple of years have had an outsized material effect on
your results, and that
         impact will accelerate in 2024. In light of the foregoing, please tell
us what consideration
         you gave to disclosing known trends or uncertainties that are
reasonably likely to have a
         material impact on your cash flows, liquidity, capital resources, cash
requirements,
         financial position, or results of operations arising from, related to,
or caused by the 2024
         expiring leases within your Management   s Discussion and Analysis of
Financial
         Condition and Results of Operations. Reference is made to Item 303 of
Regulation S-K.
Results of Operations, page 37

8.       We note you have identified multiple factors that impact your
operating results but it does
         not appear that you have separately quantified each factor. For
example purposes only,
         you state that your decrease in rental revenue was primarily due to
the decrease in your
         overall occupied square footage due to scheduled vacancies and
property
         dispositions. When there are multiple factors (e.g., vacancies,
dispositions) impacting your
         operating results, please revise your disclosures to separately
quantify the impact from
         each factor.
        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 Peter McPhun at 202-551-3581 or Jennifer Monick at
202-551-3295 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Kibum Park at 202-551-6836 or Dorrie Yale at 202-551-8776 with any
other questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Real
Estate & Construction
cc:      Paul Hughes