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
       April 27, 2009

         Hojabr Alimi Chief Executive Officer Oculus Innovative Sciences, Inc. 1129 N. McDowell Blvd. Petaluma, CA  94954
Re: Oculus Innovative Sciences, Inc.
Registration Statement on Form S-1 Filed April 10, 2009
  File No. 333-158539

Dear Mr. Alimi:

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.

Fee Table

1. It appears from your prospectus that  you intend to offer and sell “Units”
comprised of common stock and warrants.  Therefore, please include in your fee
table the number of “Un its” you intend to offer a nd sell and calculate the
registration fee based on the fixed offering price of those “Units.”  Then include
the appropriate fee calculation for your offering of the warrants and shares underlying the units and the shares  underlying the warrants.

Hojabr Alimi
Oculus Innovative Sciences, Inc.
April 27, 2009 Page 2  Prospectus Cover

 2. Your disclosure on pages 18-19 indicates that the selling stockholders will act
independent of you with respec t to the securities they are offering for resale.  The
second paragraph of your prospectus cover im plies that the securities to be offered
and sold by them are part of your offering.  Please reconcile.
 3. If the selling stockholders are selling independent of your fixed-price offering, please highlight that price difference in  your disclosure regarding the offering
price on the prospectus cover.  Briefl y explain the price difference in your
prospectus summary, and add appropriate risk factors.

4. Please identify the placement agent for your offering here.  See Regulation S-K
Item 501(b)(8).

5. Please ensure your cover page fully complies with Regulation S-K Item
501(b)(4).  For example, we note it appear s that you have not identified whether a
market exists for the warrants included in the Units.
 Selling Security Holders, page 16

 6. Your disclosure on pages 2 and 50 re garding the February 24, 2009 purchase
agreement indicates that the investors in that offering have not yet paid the full
purchase price for the securities.  Generally, it is inconsistent with section 5 of the
Securities Act to register shares for resale  before the related private transaction is
complete.  Please provide us with your an alysis of how the private transaction was
complete at the time you filed this regist ration statement.  Cite all authority on
which you rely.
 7. It appears from your notes to the selli ng security holders’ table that you are
registering the resale of common stock underlying Series C warrants. Given your
disclosure in those notes a nd on page 2 that the Series  C warrants have not yet
been issued by you, it is premature to register the underlyi ng common stock for
resale.  Please revise or advise.
 8. Given the nature and size of the trans action you have registered for the selling
stockholders, including the shares in the re lated registration statement file number
333-157776, advise the staff of the compa ny’s basis for determining that the
transaction is appropriately characterized as  a transaction that is eligible to be
made on a shelf basis under Rule 415(a )(1)(i). We note, for example, that:

- you have registered for resale by one of  your directors and parties related to
him a significant number of shares re lative to the amount of shares
outstanding and held by non-affiliates;

Hojabr Alimi
Oculus Innovative Sciences, Inc.
April 27, 2009 Page 3
- many of those shares cannot yet be acquired by your dire ctor and related
parties; and
- the plans for a second tranche, the exer cise period of the warrants and your
plans to issue replacements for exerci sed warrants appear to result in a
situation where you will be engaged in ongoing capital raising from these
investors while they may be obtaining funds from the public in this offering.
 9. With a view toward disclosure, please tell  us the market price on the date of the
purchase agreements with the selling secu rity holders compared to the per share
price of the secu rities you sold.
  10. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of the dollar amount of each  payment (including the value of any
payments to be made in common stock)  in connection with the sale of the
securities that you have made or may be required to make to any selling stockholder, any affiliate of a selling st ockholder, or any person with whom any
selling stockholder has a contractual relationship regarding the transaction
(including any interest payments, liquidated damages, payments made to “finders” or “placement agents,” and any ot her payments or potential payments).
Please provide footnote disclosure of the terms of each such payment.

Further, please provide us, with a view to ward disclosure in the prospectus, with
disclosure of the net proceeds to the issuer from the sale of the securities and the total possible payments to all selling stockhol ders and any of their affiliates in the
first year following the sale of securities.
 11. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of the total po ssible profit the selling stockhol ders could realize as a
result of any exercise of the warrants , presented in a table with the following
information disclosed separately:
• the market price per share of the s ecurities underlying the warrants on the
dates of the purchase agreement;

• the exercise price per share of the und erlying securities on the dates of the
purchase agreement, calculated as follows:

- if the exercise price per sh are is set at a fixed price, use the price per share
established in the warrant; and

- if the exercise price per share is not set at a fixed price and, instead, is set
at a floating rate in relationship to  the market price of the underlying
security, determine the exercise price as of the date of the purchase agreement;

Hojabr Alimi
Oculus Innovative Sciences, Inc.
April 27, 2009 Page 4

• the total possible shares  underlying the warrants;

• the combined market price of the total number of shares underlying the
warrants, calculated by using the market  price per share on the dates purchase
agreement and the total possible shares underlying the warrants;

• the total possible shares the selling shareholders may receive and the
combined exercise price of the total nu mber of shares underlying the warrants
calculated by using the exercise price on the dates of the purchase agreement and the total possible number of shares the selling stockholder may receive; and

• the total possible discount to the market price as of the dates of the purchase agreement, calculated by subtracting the total exercise price on the dates of
the purchase agreement from the combined market price of the total number of shares underlying th e warrants on that date.

If there are provisions in the warrants that could result in a change in the price per
share upon the occurrence of certain even ts, please provide additional tabular
disclosure as appropriate.  For example, if the exercise price per share is fixed
unless and until the market price falls belo w a stated price, at which point the
exercise price per share drops to a lower price, please provide additional
disclosure.

12. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of the total possible profit to be realized as a result of any
conversion/exercise discounts for secu rities underlying any other warrants,
options, notes, or other s ecurities of the issuer that are held by the selling
stockholders or any affiliates of the selling stockholders, presen ted in a table with
the following information disclosed separately:

• market price per share of the underlying securities on the date of the sale of
that other security;

• the conversion/exercise price per share as of the date of the sale of that other
security, calculated as follows:

- if the conversion/exercise price per sh are is set at a fixed price, use the
price per share on the date of the sale of that ot her security; and

- if the conversion/exercise price per sh are is not set at a fixed price and,
instead, is set at a floating rate in re lationship to the market price of the
underlying security, use the conversi on/exercise discount rate and the

Hojabr Alimi
Oculus Innovative Sciences, Inc.
April 27, 2009 Page 5
market rate per share on the date of the sale of that other security and
determine the conversion price per share as of that date;

• the total possible shares  to be received under the particular securities
(assuming complete conversion/exercise);

• the combined market price of th e total number of underlying shares,
calculated by using the market price per sh are on the date of the sale of that
other security and the total possible shares to be received;

• the total possible shares to  be received and the combined conversion/exercise
price of the total number of shares unde rlying that other security calculated by
using the conversion/exercise price on the date of the sale of that other
security and the total possible number of underlying shares; and

• the total possible discount to the market price as of the date of the sale of that
other security, calculated by subtracting the total conversion/exercise price on
the date of the sale of that other secu rity from the combined market price of
the total number of underly ing shares on that date.
 13. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of all prior securities transact ions between the issuer (or any of its
predecessors) and the selling stockholders, any affiliates of the selling stockholders, or any person with whom th e selling stockholders has a contractual
relationship regarding the transaction (or any predecessors of those persons), with
the table including the following information disclosed separately for each transaction:

• the date of the transaction;

• the number of shares of the class of secu rities subject to the units transactions
that were outstanding prior to the transactions;

• the number of shares of the class of secu rities subject to the transactions that
were outstanding prior to the transacti ons and held by persons other than the
selling stockholders, affiliates of the company, or affiliates of the selling stockholders;
• the number of shares of the class of secu rities subject to the transactions that
were issued or issuable in connection with the transactions;
• the percentage of total is sued and outstanding securiti es that were issued or
issuable in the transactions (assuming full issuance), with the percentage calculated by taking the number of shar es issued or issuable in connection

Hojabr Alimi
Oculus Innovative Sciences, Inc.
April 27, 2009 Page 6
with the applicable transactions, and dividing that number by the number of
shares issued and outstanding prior to th e applicable transactions and held by
persons other than the selling stockhol ders, affiliates of the company, or
affiliates of the selling stockholders.
• the market price per share of the class of  securities subject to the transactions
immediately prior to the transactions (re verse split adjusted, if necessary); and

• the current market price per share of the class of securities subject to the transaction (reverse split adjusted, if necessary).
 14. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure comparing:

• the number of shares outstanding prior to the date of the purchase agreements that are held by persons other than the selling stockholders,
affiliates of the company, and aff iliates of the selling stockholders;

• the number of shares registered for re sale by the selling stockholders or
affiliates of the selling stockholders  in prior registration statements;

• the number of shares registered for re sale by the selling stockholders or
affiliates of the selling stockholder that  continue to be held by the selling
stockholders or affiliates of the selling stockholders;

• the number of shares that have been so ld in registered resale transactions
by the selling stockholders or affiliates of the selling stockholders; and

• the number of shares registered fo r resale on behalf of the selling
shareholders or affiliates of the selling stockholders in the current transaction.

In this analysis, the calculation of the number of outstanding shares should not
include any securities underlying any outst anding convertible securities, options,
or warrants.

15. Please tell us, with a view toward disclo sure in the prospectus, whether – based on
information obtained from the selling stoc kholders – the selling stockholders have
an existing short position in the compa ny’s common stock and, if the selling
stockholders have an existing short position in the company’s stock, the following
additional information:

• the date on which the selling stockholders entered into that s hort position; and

Hojabr Alimi
Oculus Innovative Sciences, Inc.
April 27, 2009 Page 7
• the relationship of the date  on which the selling stockholders entered into that
short position to the date  of the announcement of the purchase agreements and
the filing of the registration statement ( e.g., before or after the announcement
of the purchase agreements, before th e filing or after the filing of the
registration statement, etc.).
 16. Please provide us, with a view toward disclosure in the prospectus, with:

• a materially complete description of the relationships and arrangements that have existed in the past three years or  are to be performed in the future
between the issuer (or any of its pr edecessors) and the selling stockholders,
any affiliates of the selling stockholders , or any person with whom any selling
stockholders have a contractual relations hip regarding the tr ansaction (or any
predecessors of those persons) – the in formation provided should include, in
reasonable detail, a complete descripti on of the rights and obligations of the
parties in connection with the purchase agreements; and
• copies of all agreements between the issuer (or any of its predecessors) and
the selling stockholders, any affiliates of the selling stockholders, or any person with whom any of the sell ing stockholders has a contractual
relationship regarding the transaction (or any predecessors of those persons) in
connection with the purchase agreements.

If it is your view th at such a description of the relationships and arrangements
between and among those parties already is presented in the prospectus and that all agreements between and/or among those pa rties are included as exhibits to the
registration statement, please provide us with confirmation of your view in this
regard.
 17. Please disclose the identity of the natura l person who exercises the sole or shared
voting and/or dispositive powers with re spect to the shares to be off