[Company Letterhead]
July 24, 2009
VIA FACSIMILE TO (703) 813-6985 AND EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 3030
Washington, DC 20549
Attention: Geoffrey Kruczek
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Oculus Innovative Sciences, Inc.
File No. 333-158539 |
Dear Mr. Kruczek:
Pursuant to Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as
amended, Oculus Innovative Sciences, Inc. (the Company), hereby requests that the above-captioned
Registration Statement on Form S-1 (the Registration Statement) be accelerated to July 24, 2009
at 4:30 pm EST or as soon as practicable thereafter. The Company acknowledges that:
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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; |
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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 |
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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 cooperation of the staff in meeting the Companys request is very much appreciated. Please call
Amy Trombly at (617) 243-0060 if you have any questions or if we can otherwise be of assistance to
you.
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Very truly yours,
OCULUS INNOVATIVE SCIENCES, INC.
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By: |
/s/
Jim Schutz
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Jim Schutz |
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Vice President and General Counsel |
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cc: Amy Trombly, Esq.