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
       July 20, 2009

         Hojabr Alimi Chief Executive Officer Oculus Innovative Sciences, Inc. 1129 N. McDowell Blvd. Petaluma, CA  94954
Re: Oculus Innovative Sciences, Inc.
Post-effective amendment to Form S-1 Filed July 15, 2009
  File No. 333-157776

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.
 1. Please revise your document to comply with  all applicable comm ents in our letter
dated July 16, 2009 and any follow-up le tters regarding your registration
statement on Form S-1, File No. 333-158539.  In your response to this letter,
please clearly indicate how and where you have applied each of those comments
in this registration statement.

Hojabr Alimi
Oculus Innovative Sciences, Inc.
July 20, 2009 Page 2  Common stock to be registered, page 1

 2. Please clarify the number of shares regi stered for sale on this registration
statement that underlie each  class of your warrants.
 Selling Security Holders, page 17

 3. According to your explanatory note, you are deregistering 473,410 shares of
common stock underlying Series C warrant s.  However, your response to prior
comment 3 in your letter dated July 9, 2009 regarding registration statement file
number 333-158539 indicated that you w ould “deregister 584,772 shares of
common stock” issuable upon exercise of the Series C warrants.  Please tell us the
reason for the difference.  Also tell us how you arrived at the 584,772 number
mentioned in your response.
 4. Please tell us whether any shares underly ing the Series C warrants were sold by
the selling security holders.
 5. 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 offered by
Cranshire Capital.  It appears from no te 5 to your table that you have only
identified the natural person who has voting control over Downsview.  Also disclose the identity of the natural pers ons who exercise sole or shared voting
power with respect to the shares offered by Rockmore.  It appears from note 7 to
your table that you have only identified natural persons who share dispositive power over the shares held by Rockmore.  Alternatively, tell us how Rockmore and its affiliates operate th eir business such that no natural person directly or
indirectly exercises sole or shared voting power.
 6. Please tell us whether any of the selling st ockholders is a broker-dealer or affiliate
of a broker-dealer.
 7. Please revise the information in the four th column of your table regarding the
number of shares Seamus Burlingame will own after this offering.  Given the
number of shares disclosed in columns two and three, it is unclear how you determined that he will hold only 16,667 shares after this offering.
 Executive Compensation, page 41

 8. Please revise to include the disclosure s required by Item 402(r) of Regulation S-
K, including all required tables.

Hojabr Alimi
Oculus Innovative Sciences, Inc.
July 20, 2009 Page 3  Security Ownership . . ., page 45

 9. It appears from your disclosure here and notes 5 and 6 to  the table that the number
of shares beneficially owned by Robert  and Seamus Burlingame do not include
the shares underlying the Series A and B warrants they acquired in February
2009.  Given your disclosure on page 2 regarding when those warrants become exerciseable, it appears that the Burl ingames may now acquire the shares
underlying those warrants within 60 days.  Al so, given the exercise period for the
Series A and B warrants issued by you to  the investors in the February 6, 2009
offering, it appears that those investor s may now acquire the shares underlying
those warrants within 60 days.  Please update your beneficial ownership and selling stockholders tables to include  the shares underlying the warrants as
appropriate; see Rule  13d-3(d)(1)(i).
 Undertakings, page II-8

 10. Please include the undertakings required by Regulation S-K Item 512(a)(5)(ii) and
(a)(6).
 Exhibits

11. Please tell us why exhibit 23.1 is not si gned by the same auditor that signed the
report appearing on page F-1.

*  *  *  *  *  *  *

As appropriate, please amend your filing in response to these comments.  You
may wish to provide us with marked copies of the amendments to expedite our review.
Please furnish a cover letter with your amendments that keys your responses to our
comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendments 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.
 Before the amended registration statemen t is declared effective pursuant to
Section 8 of the Securities Act, the co mpany should provide us with a letter,
acknowledging that:

Hojabr Alimi
Oculus Innovative Sciences, Inc. July 20, 2009 Page 4
• 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.
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.