SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
   M a i l  S t o p  3 0 3 0
       March 26, 2009

         Steven V. Abramson President and Chief Executive Officer Universal Display Corporation 375 Phillips Boulevard Ewing, New Jersey  08618
Re: Universal Display Corporation
Registration Statement on Form S-3 Filed March 13, 2009
  File No. 333-157926

Dear Mr. Abramson:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view 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 comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 1. We note that you have incorporated by  reference your annual report on Form 10-
K into this Form S-3.  We also note that  the information required by Part III of
Form 10-K was not provided in that fili ng, but will be incorporated by reference
from your proxy statement.  Please note th at before you request that the effective
date of this registration statement be accelerated, you should either (1) file your
definitive proxy statement with all required information; or (2) file an amendment
to your Form 10-K to include the information required by Part III.  Refer to

Steven V. Abramson
Universal Display Corporation
March 26, 2009 Page 2
Question 123.01 of the Division of Co rporation Finance’s Compliance and
Disclosure Interpretations, available on our website at http://sec.gov/divisions/cor pfin/guidance/safinterp.htm

*  *  *  *  *  *  *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 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 comments, in the even t 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 purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 staff comments a nd 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 advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

Steven V. Abramson
Universal Display Corporation March 26, 2009 Page 3
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate 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 a dvance of the requested effective date.
 Please contact Geoffrey Kruczek at (202)  551-3641 or me at (202) 551-3800 with
any other questions.

    S i n c e r e l y ,         Peggy Fisher     Assistant Director
cc (via fax): Justin W. Chairman, Esq.—Morgan, Lewis & Bockius LLP