SecProbe.io

September 30, 2010
  Jim Schutz Chief Operating Officer, General Counsel, Corporate Secretary and Director Oculus Innovative Sciences, Inc. 1129 N. McDowell Blvd. Petaluma, CA 94954
Re: Oculus Innovative Sciences, Inc.
Form 10-K for the fiscal year ended March 31, 2010 Filed June 8, 2010
  File No. 001-33216

Dear Mr. Schutz:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have  additional comments.
 Item 10. Directors, Executive Officer s and Corporate Governance, page 75

 1. Please revise future filings to discuss briefl y, for each director, the specific experience,
qualifications, attributes or skills that led to the conclusion that the person should serve as
a director, in light of  your business and structure.  Re fer to Regulation S-K Item 401(e).
 Item 11. Executive Compensation, page 75

 2. Please revise future filings to describe any material factors necessary to an understanding
of the information disclosed in the summary compensation table.  For example, we note
that you did not discuss the $23,000 cash bonus awarded to Mr. Schutz on pages 15-17 of the definitive proxy statement, which was incorp orated by reference.  Refer to Regulation
S-K Item 402(o).

Jim Schutz
Oculus Innovative Sciences, Inc.
September 30, 2010 Page 2

 Item 12. Security Ownership of Certain Beneficial Owners . . . , page 75

 3. We note your disclosure on page 18 of your  definitive proxy statement, which was
incorporated by reference.  Please tell us how you determined that Robert Burlingame and Seamus Burlingame did not beneficial ly own more than 5% of your outstanding
common stock.  We note your previous disclo sure on page 19 of your definitive proxy
statement filed July 29, 2009 that as of  July 29, 2009 these two individuals owned
1,755,486 and 1,580,504 shares, respectively, and it appears that you have had multiple direct transactions with these individuals.
 Item 13. Certain Relationships,
Related  Transactions . . . , page 75
 4. Please revise future filings to include the approximate dollar value of the listed related party transactions, the largest aggregat e amount outstanding during the period, the
amount paid during the period, and the amount outs tanding at the latest  practicable date.
Refer to Regulation S-K Item 404(a).
 5. We note that you do not appear to have descri bed all of your related party transactions.
For example, it is unclear why you have not:

• Described the terms of your purchase ag reement with Robert Burlingame dated
January 26, 2009;
• Disclosed your agreements with Seam us Burlingame on January 26, 2009 and
February 24, 2009; and
• Explained the impact of th e termination of the January  26, 2009 purchase agreements
with Robert Burlingame and Seamus Burlingame in the February 24, 2009 purchase agreement, which are included as exhibits to your filing.  For example, had Robert or
Seamus Burlingame purchased shares under the January 26, 2009 purchase agreements?  What were the changes in  the material terms of the purchase
agreements?
Please tell us why you have not provided su ch disclosure and how you intend to address
this in future filings.
 6. Please tell us why you did not file as exhibits your Ju ly 24, 2009 amendment to your
commercial agreement to sell your Veteri cyn products or your September 15, 2009
commercial agreement to sell your Microcyn over-the-counter liqui d and gel products.
Refer to Regulation S-K Item 601(b)(10).
 Exhibits

 7. Please file complete Exhibits 10.41, 10.42, 10.49, and 10.50, including all exhibits and
signature pages.  We note that Exhibits 10.41, 10.42, and 10.49 did not include the

Jim Schutz
Oculus Innovative Sciences, Inc. September 30, 2010 Page 3

signature pages with names and signatures of the purchasers or investors and that
Exhibits 10.49 and 10.50 do not list a ny investors in Schedule A.
 Exhibit 21.1

 8. Tell us, with a view towards revising your disc losure, what are your current subsidiaries.
We note that the list of subsidiaries incorpor ated by reference is not consistent with your
disclosure in “Principles of Consolidation” on page 52.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

You may contact Aslynn Hogue at (202) 551-3841 or Jay Mu mford, Senior Attorney, at
(202) 551-3637 with any questions.
Sincerely,

Russell Mancuso Branch Chief