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
       June 3, 2009

         Hojabr Alimi Chief Executive Officer Oculus Innovative Sciences, Inc. 1129 N. McDowell Blvd. Petaluma, CA  94954
Re: Oculus Innovative Sciences, Inc.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed May 22, 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.   We welcome any questions you may have  about our comments or any other
aspect of our review.  Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.    1. We note your response to prior comment 8; however, it continues to appear that
you have registered for resale in other registration statements securities held in the
name of one of your directors and affiliates that raise th e issues mentioned in that
comment.  Therefore, we reissue the comment.

Fee Table

2. We note your revisions in response to pr ior comment 1; however, given that the
Units do not appear to be traded and that  you must offer the Units at a fixed price

Hojabr Alimi
Oculus Innovative Sciences, Inc.
June 3, 2009 Page 2
for the duration of your offering, it is unclear why you believe that reliance on
Rule 457(c) is appropriate.  Please revise or advise.

Prospectus Cover

3. Please tell us when you plan to end the o ffering.  In this regard, it is unclear
whether you will have multiple closings w ith the five-year term of the warrants
resulting in a different expiration date at  each closing.  Please address this issue
and each of the disclosure requirements of Regulation S-K Item 501(b)(8)(iii).
 Risk Factors, page 2

 4. We note from your response to prior comment  19 that the selling shareholders in
the prior registration statement “had certa in registration rights.”  Please tell us
which selling shareholders  “had” the registration ri ghts you mention and whether
they continue to have such rights with respect to the securities they continue to
hold and were not included on the prior re gistration statement.  If those selling
shareholders continue to have registration rights, pl ease tell us, with a view
toward disclosure in an a ppropriate section of your document, whether and when
you intend to satisfy those rights and the consequences from failing to satisfy
those rights.
 5. Your response to prior comment 19 states that “many selling shareholders will soon be able to sell their shares pursuant to an exemption from registration . . .”
Please tell us when the selling shareholders  will be able to sell their shares.  Cite
all authority on which you rely for your conclusions.
 Financial Statements, page F-1

   6. Please update your financial statements, as required by Rule 8-08 of Regulation
S-X.
 Exhibits, page II-3

 7. We note your response to prior comment 4.  Please file as an exhibit the
agreement with Dawson James to act as placement agent for your offering.

*  *  *  *  *  *  *

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

Hojabr Alimi
Oculus Innovative Sciences, Inc. June 3, 2009 Page 3  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.    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 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) 551-3617 with
any other questions.

    S i n c e r e l y ,         Russell Mancuso     B r a n c h  C h i e f
cc (via fax): Amy M. Trombly, Esq.