SecProbe.io

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Mail Stop 0406

      December 23, 2004

Steven V. Abramson
Chairman and Chief Operating Officer
Universal Display Corporation
375 Phillips Boulevard
Ewing, New Jersey 08618

Re:  	Universal Display
	Form S-3 filed November 24, 2004
      File No. 333-116977

Dear Mr. Abramson:

      We have limited our review of the above captioned
registration
statement to matters concerning the underlying private placements
and
selling shareholder disclosure.  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.  Please file an amended Form S-3
that
responds to the applicable comments.  After reviewing this
information, we may or may not 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 welcome any questions you may have about our comments or on any
other aspect of our review and look forward to working with you.
Feel free to call us at the telephone numbers listed at the end of
this letter.

General
1. We are in review of your request for confidential treatment you
filed on November 8, 2004.  Any comments we may have will follow
promptly.  You will need to resolve any such comments before you
can
be declared effective on the above registrations statement.
2. You are registering resales of shares that have not yet been
issued to PPG Industries; however, it appears PPG Industries is
not
irrevocably bound to purchase all of those shares and seemingly
exercises discretion that will affect the number of shares it will
acquire.  We refer to the fact that PPG will perform future
services
that will determine the shares received by it.  We also refer to
the
fact that PPG has the ability to affect the number of shares it
will
receive based upon its expenditures and work estimates as per
Articles 10.1 and 10.2 to the Development and License Agreement,
for
example.  Provide a clear description of this formula.  In view of
these provisions why do you believe PPG is "irrevocably bound to
purchase a set number of securities for a set purchase price" as
set
forth in Telephone Interpretation 3S to the March 1999 supplement
to
the Telephone Interpretations Manual?  Provide your analysis of
whether the offer and sale associated with the issuance of the
shares
subject to these provisions was complete when you filed the resale
registration statement.
3. When in January 2005 do you plan on issuing the 450,000 shares
of
common stock to PPG as nonrefundable initial consideration for
services?  Please note where the parties are not contractually
required to close promptly following the effective date we view
the
parties as retaining discretion as to material terms of the
proposed
investments and more specifically with respect to the closing
dates.
Provide us with your analysis on this point.
4. Also, provide your analysis as to whether the issuance and
resales
relating to PPG and Mssrs. Seligsohn are not an integrated
transaction and a part of a single plan of distribution.   If you
believe the issuance transactions were "complete" when you filed
the
resale registration statement, please tell us why.  In addressing
this comment, please give consideration to the terms of the
transactions referenced in the preceding comments.

Selling Shareholders, page 13
5. It appears that your resale registration statement lacks a
materially complete description of the Development and License
Agreement (and Amendment thereto) with PPG, the Agreement
governing
the issuance to Motorola and the Warrant Agreements with Mssrs.
Seligsohn and the other remaining selling shareholders.  Please
note
that all material transactions with a selling shareholder that
took
place within the past three years must be provided to conform to
the
requirements of Item 507 of Regulation S-K.  The context in which
the
parties entered into the agreements, as well as materially
complete
descriptions of the terms of those and any other agreements with
the
selling security holders should be provided in a resale
registration
statement.  For example, please expand your disclosure to describe
in
both quantitative and qualitative terms, the Series B Convertible
Preferred Stock held by Motorola.  Also, clarify what you mean
when
you state that the shares being offered by the "other selling
shareholders" are issuable upon the exercise of warrants at
exercise
prices of between $9.50 and $17.13 per share.  The agreements
governing the issuances to Motorola and the "other selling
shareholders" should be filed as exhibits to your registration
statement.  Upon reviewing these agreements, we may have further
comments.
6. Please identify the natural persons who exercise sole or shared
voting or dispositive powers with respect to the shares held by
each
entity in the selling shareholder table.  If a listed shareholder
is
a reporting company under Section 13 or 15(d) of the Exchange Act
whose stock is widely held, or is a registered investment company,
we
will not require this natural person disclosure, but please
include
an appropriate footnote to this effect.  See Item 507 of
Regulation
S-K and 4S of the Regulation S-K section of the March 1999
Supplement
to the Telephone Interpretations Manual.
7. Please disclose whether any of the selling shareholders are
registered broker-dealers or affiliates of registered broker-
dealers.
Any registered broker-dealer selling shares must be identified as
an
underwriter in the prospectus unless such shares were acquired as
compensation for investment banking or similar services.  If any
selling shareholders are affiliates of registered broker-dealers,
please indicate whether they acquired their shares in the ordinary
course of business and whether, at the time of the purchase of the
securities to be resold, the seller had any agreements, plans or
understandings, directly or indirectly, with any person to
distribute
the securities.  We may have further comments, based on your
response.
8. We note your disclosure in your "plan of distribution" section
that the selling shareholders (other than PPG Industries during
the
term of the development and license agreement) may engage in short
sales of the shares.  Please advise whether any of the selling
shareholders currently have open short positions Universal Display
common stock.  Please supplementally confirm that you and the
selling
security holders are aware of Telephone Interp. A. 65 (July 1997).
Please advise us concerning the steps you have taken to ensure the
selling shareholders conform to the requirements of Regulation M
in
respect to the offering.  See Rule 461(b)(7) to the Securities Act
of
1933.
Closing

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	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;
*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 this action 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 a 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.

	Any questions should be directed to Loryn Zerner at (202)
942-
1910.  If you need additional assistance you may contact Mark P.
Shuman, Branch Chief-Legal at (202) 942-1818 or me at (202) 942-
1800.
								Sincerely,

								Barbara C. Jacobs
								Assistant Director

cc:	via facsimile: Justin Chairman, Esq.
	Morgan, Lewis & Bockius LLP
	215-963-2001

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Universal Display Corporation
December 23, 2004
Page 3

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