SecProbe.io

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Room 4561

	December 7, 2005

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

Re:	Universal Display Corporation
	Registration Statement on Form S-3 filed November 16, 2005
	File No. 333-129745

Dear Mr. Abramson:

      This is to advise you that we have limited our review of the
above filings to the matters addressed in the comment below.
Where
indicated, we think you should revise your document in response to
this comment.  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.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  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 look forward to working with you in these respects.  We welcome
any questions you may have about our comment or any other aspect
of
our review.   Feel free to call us at the telephone numbers listed
at
the end of this letter.

The Offering, page 14

1. We note your disclosure in the third paragraph of this section
in
which you discuss the payment arrangement under your agreements
with
PPG Industries.  In particular, we note your disclosure that you
"pay
PPG Industries for some of these services in cash and for other of
these services in common stock."  You next state that "[p]ayment
for
up to 50% of the remaining services may be paid, at [y]our sole
discretion, in cash or shares of common stock, with the balance
payable in cash."  Please clarify your disclosure to discuss and
summarize the specific services that correspond to the payment
arrangements as well as explain your reference to "the remaining
services."  We also note the last sentence in your prior paragraph
in
which you appear to state that services provided by PPG Industries
is
paid with shares of your common stock and that only in limited
circumstances is PPG Industries paid in cash.  Please clarify and
reconcile.

*              *              *              *

      As appropriate, please amend your filings in response to
this
comment.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comment and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities Act
and
Exchange Act and that they have provided all information investors
require for an informed investment 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 comment, 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 the 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.

      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 your registration statement as a confirmation of
the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act and the
Exchange
Act 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.

      We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

      You may contact Daniel Lee at (202) 551-3477 with any
questions.  If you need further assistance, you may contact me at
(202) 551-3462 or Barbara C. Jacobs, Assistant Director, at (202)
551-3730.

	Sincerely,

	Mark P. Shuman
	Branch Chief - Legal

cc:	Via Facsimile
	Justin W. Chairman, Esq.
	Morgan, Lewis & Bockius LLP
	1701 Market Street
	Philadelphia, Pennsylvania 19103
	Telephone: (215) 963-5061
	Facsimile:  (215) 963-5001

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