SecProbe.io

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Mail Stop 0406

      February 24, 2005

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

Re:  	Universal Display
	Amendment No. 1 to Form S-3 filed January 25, 2005
      File No. 333-116977

Dear Mr. Abramson:

      We have reviewed the above-referenced filing and have the
following comments.

General
1. In future amendments of your Form S-3 consider the consider the
age of financial statements requirements of Rules 3-01(c) and 3-
12(b)
of Regulation S-X.
2. We continue to review your requests for confidential treatment.
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.
3. Prior comment 2.  Your response does not address our concern
that
PPG appears to maintain discretion in determining the number of
shares it will acquire.  We continue to refer you to Articles 10.1
and 10.2 to the Development and License Agreement, which you did
not
address in your response.  In order to register the resale of
securities that have not yet been issued, the investor must be
irrevocably bound to purchase a set number of securities for a set
purchase price that is not based on market price or a fluctuating
ratio, either at the time of effectiveness of the resale
registration
statement or at any subsequent date.  See Telephone Interpretation
3S
to the March 1999 supplement to the Telephone Interpretations
Manual.
We disagree with your assertion that because the consideration in
your transaction is services as part of a commercial relationship,
offering completion analysis is not pertinent.  Please provide us
with your analysis as to why PPG is "irrevocably bound" to
purchase a
set number of securities within the meaning of 3S.
4. Furthermore, we note your response to prior comment 2 that on
December 22, 2004, the Company and PPG Industries entered into a
fifth amendment, which modifies certain aspects of how the number
of
shares of common stock delivered to PPG with respect to any given
period is calculated.  Please provide your analysis as to why you
believe that at the date the registration statement was initially
filed, PPG was "irrevocably bound to purchase a set number of
securities for a set purchase price" as set forth in Telephone
Interpretation 3S.  Furthermore, please provide us with a detailed
analysis as to why the renegotiation of the terms of the security
should not be viewed as a separate transaction conducted without
registration and whether this transaction should be part of a
single
transaction that includes the public resales.  What consideration,
if
any, have you given to the potential consequences to the company
and
its shareholders as a result of the conduct of the unregistered
transaction while your registration statement for the public
resales
was on file?
5. Prior comment 3.  We note your response that pursuant to the
fifth
amendment to the development and license agreement, issuances of
560,000 shares will be made to PPG on a quarterly basis in
installments in each of April 2005, July 2005, October 2005 and
January 2006.  We further note that you expect to issue 36,000 of
the
shares registered for resale by Motorola in March 2005.  As we
stated
previously, 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.
Accordingly, it appears that you are not eligible to register the
resale of these shares on this registration statement at this
time.
Please remove these shares from your registration statement.
6. In consideration of the above comments, please provide us with
your analysis as to why it is appropriate to register the resale
of
these shares on this form at this time.  Specifically, tell us the
transaction requirement you satisfy for each transaction.  To the
extent the transaction requirement you are relying on requires
that
the shares are "outstanding," please explain why you believe the
shares in each transaction "outstanding."

Selling Shareholders
7. Prior comment 5.  Your registration statement continues to lack
a
materially complete description of the issuance to Motorola and
the
Warrant Agreements with Mssrs. Seligsohn and the other remaining
selling shareholders which are "material relationships" within the
meaning of Item 507 of Regulation S-K.  An understanding of these
material relationships is necessary to understand the nature of
the
transaction you propose and the plan of distribution.  Please
expand
your disclosure to describe the terms of the license agreement
between the company and Motorola.  Also, describe the terms of the
"certain warrants" held by Mssrs. Seligsohn and the "other selling
shareholders."   Please note, we are unable to locate the license
agreement with Motorola which you state you filed as an exhibit to
your registration statement.
8. Prior comment 7.  Please disclose whether Dillon Capital LLC
acquired its 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.
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 Barbara
C.
Jacobs, Assistant Director at (202) 942-1800 or me at (202) 942-
1818.
								Sincerely,

								Mark P. Shuman
								Branch Chief-Legal

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

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Universal Display Corporation
February 24, 2005
Page 4

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