SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3030
        April 15, 2010
 Steven V. Abramson President and Chief Executive Officer Universal Display Corporation 375 Phillips Boulevard Ewing, NJ 08618
Re: Universal Display Corporation
  Registration Statement on Form S-3
Filed March 19, 2010
  File No. 333-165575

Dear Mr. Abramson:

We have limited our review of your filing to  the issues we have addressed in our
comments.  Where indicated, we think you s hould revise your document in response to
these comments.  If you disagree, we will consider your explanation as to why our
comments are inapplicable or a revision is  unnecessary.  Please be as detailed as
necessary in your explanation.  After reviewing this inform ation, 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.

General

1. Please ensure that you have resolved the comments contained in our letter dated
April 15, 2010 on your Form 10-K for the year ended December 31, 2009 prior to
requesting acceleration of your Form S-3.

Item 16.  Exhibits, page II-2
 2. We note your pending request for confiden tial treatment for an exhibit in your
Form 10-K.  Please be advised that  we will issue any comments on your
confidential treatment application in a separate letter.  Please resolve all
comments prior to requesting acceleration.

Steven V. Abramson
Universal Display Corporation
April 15, 2010 Page 2    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
response to our comments and provides any re quested information.  De tailed cover letters
greatly facilitate our review.  Please understand that we may have additional comments
after reviewing your amendment and response 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.
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 will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
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

Steven V. Abramson
Universal Display Corporation April 15, 2010 Page 3  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.
   If you have any questions, please call Gabr iel Eckstein at (202) 551-3286 or me at
(202) 551-3314.
Sincerely,

                 D a n i e l  M o r r i s          S p e c i a l  C o u n s e l    cc: Justin W. Chairman, Esq.   Morgan, Lewis & Bockius LLP