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
       August 13, 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 August 7, 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.   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  1; however, your “Explanatory Note”
before your prospectus cover continues to disclose that you are attempting to
“decrease the number of shares of co mmon stock included in the Registration
Statement” by a number that appears to in clude shares that have been sold or
transferred by the selling stockholders.  Therefore, we reissue the comment.

2. Please include in your response the ac knowledgements from the registrant
mentioned at the end of this letter.

*  *  *  *  *  *

Hojabr Alimi
Oculus Innovative Sciences, Inc. August 13, 2009 Page 2
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:
• 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.