SecProbe.io

Corrected
November 1, 2011

Via E-mail
Hojabr Alimi
President and Chief Executive Officer Oculus Innovative Sciences, Inc. 1129 N. McDowell Blvd. Petaluma, California 94954
Re: Oculus Innovative Sciences, Inc.
 Registration Statement on Form S-3
Filed October 21, 2011
  File No. 333-177462

Dear Mr. Alimi:

We have limited our review of your registra tion statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.
 Exhibit 5.1

1. We note that you intend to file your 5.1 opi nion of counsel exhibit by a pre-effective
amendment to this registration statement.  Pl ease allow sufficient time for us to conduct a
substantive review of counsel’s  opinion and resolve applicable comments, if any, prior to
requesting effectiveness of th is registration statement.
Exhibit 10.58
2. Please ensure that your pending application for confidential treatment is granted prior to
requesting acceleration of the e ffective date of this registration statement.  Please see
Section III.B.2 of Staff Legal Bulletin No. 1.

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 incl udes the information the Securities Act of 1933 and

Hojabr Alimi Oculus Innovative Sciences, Inc. November 1, 2011 Page 2

 all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
You may contact Jay Mumfor d at 202-551-3637 or me at 202-551-3528 with any other
questions.

Sincerely,
       / s /  A m a n d a  R a v i t z
 Amanda Ravitz Assistant Director
cc: Amy Trombly, Esq. (via e-mail)