SecProbe.io

November 8, 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 12. Security Ownership of Certain Beneficial Owners . . . , page 75

1. We note your response to prior comment 3 rega rding the beneficial ownership of Robert
Burlingame.  Please expand your analysis s upporting your determination that Robert
Burlingame beneficially owned less than 5%  of your outstanding co mmon stock to tell
us:
• the steps that you took to confirm Robert Burlingame’s beneficial ownership;
• how you considered the Form 4s filed on June 3, 2009; June 19, 2009; and January 7,
2010, including your analysis of the changes between the Form 4s;
• how you considered the Schedule 13D file d on July 8, 2009 including the reasons for
the difference between the Schedule 13D and the disclosure of beneficial ownership
in your proxy statement f iled on July 29, 2009; and

Jim Schutz
Oculus Innovative Sciences, Inc.
November 8, 2010 Page 2

• how you determined that all of the 1,386,667 of  derivative securities disclosed in the
Form 4 dated January 5, 2010 were subject to  the 4.99% restriction; for example, we
note your disclosure in footnote 4 on pa ges 19-20 of your proxy statement that
warrants for 388,889 shares were subject to this restriction.

2. We note your response to prior comment 3 Seamus Burlingame beneficially owned
approximately 6.0% of your common stock as of July 15, 2010 and that you will
“undertake[] to consider the shares of stock held by Seamus Burlingame in determining
disclosures in future filings.”  Please pr ovide us with the analysis supporting your
determination that consideration of the shares  of stock held by Seamus Burlingame was
not necessary or that disclosure of his be neficial ownership was not required in your
proxy statement filed on July 29, 2010.
 3. We note the final paragraph of your response to prior comment 3.  Please tell us what
transactions you entered into w ith Robert or Seamus Burlingame that you did not believe
were material as of July 29, 2010, but have in creased in importance subsequent to that
date.  Please tell us how you made the determin ation not to disclose or file as exhibits
these agreements.
 Item 13. Certain Relationships,
Related  Transactions . . . , page 75
 4. We note your response to prior comment 5.  Please tell us:

• whether Robert or Seamus Burlingame pur chased any shares under their January 26,
2009 purchase agreements before their agr eements were rescinded and replaced;
• how replacing the separate purchase agr eements with a single new agreement
changed the purchase obligations of  Robert and Seamus Burlingame;
• whether your disclosure of the purchase agreement includes all material terms; for
example, we note your response in prior comment 3 regarding restrictions on the
exercise of warrant s purchased; and
• how you determined that Seamus Burli ngame was not a related party given
Instruction 1(a)(iii) and Instruction 1(b)(i) to Regulation S-K Item 404(a).
 5. It remains unclear from your response to pr ior comment 6 why you did not file your July
24, 2009 amendment to your commercial agreem ent to sell Vetericyn products or your
September 15, 2009 commercial agreement to se ll your Microcyn over-the-counter liquid
and gel products.  For example, please tell us the basis for your dete rmination that neither
contract was material under Ru le 404 of Regulation S-K.  Please also tell us why you did
not file your June 1, 2010 and September 1, 2010 amendments to your commercial
agreement to sell your Microcyn over-the-c ounter liquid and gel products, which you
mention on page 10 of your Form 10-Q filed on November 4, 2010.

Jim Schutz
Oculus Innovative Sciences, Inc.
November 8, 2010 Page 3

Exhibits

 6. We note that you submitted a request for confid ential treatment for th ree exhibits filed
with your Form 10-Q on November 4, 2010, Exhibits 10.44 to 10.46.  We will address this request in a separate letter.  Pl ease resolve those comments, if any.
 7. Please tell us how Exhibit 10.50 between you “and the Investors listed on Schedule A” is
enforceable given your response to prior comment 7 that Schedule A was never completed.  Please also tell us how this affects your other disclosure, such as your risk factor disclosure.
Exhibit 21.1

 8. We note that your response to prior comment 8 did not clarify your current subsidiaries
or tell us how Exhibit 21.1 was consistent with your disclosure in “Principles of
Consolidation” on page 52.  T hus, we reissue the comment.  We also note from page 8 of
Exhibit 10.2 to the Form 8-K filed on May 6, 2010 that you are the majority owner of or
are in control relationship with MicroMed Laboratories, Inc. and L3 Pharmaceuticals,
Inc.  As part of your respons e, please explain how your list of  subsidiaries “was correct,”
why the two disclosures were inconsistent, and the reason for any changes in the disclosure.

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.

Jim Schutz
Oculus Innovative Sciences, Inc. November 8, 2010 Page 4

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