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    Unassociated Document

    December
17, 2010

    United
States Securities and Exchange Commission

    Division
of Corporate Finance

    100 F
Street, N.E.

    Washington,
DC 20549

    Attn:  Aslynn
Hogue

              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 Ms.
Hogue:

    I am
securities counsel for Oculus Innovative Sciences, Inc. (the
“Company”).  Set forth below is the Company’s response to comments
received from the staff of the Securities and Exchange Commission (the “Staff”)
in their letter dated November 8, 2010.  The numbering of the response
corresponds to the numbering of the comment in the letter from the
Staff.

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

              Comment
      1:

              We
      note your response to prior comment 3 regarding the beneficial ownership
      of Robert Burlingame.  Please expand your analysis supporting
      your determination that Robert Burlingame beneficially owned less than 5%
      of your outstanding common 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 filed on July 8, 2009 including the
      reasons for the difference between the Schedule 13D and the disclosure of
      beneficial ownership in your proxy statement filed on July 29, 2009;
      and

              ·

              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 on footnote 4 on pages
      19-20 of your proxy statement that warrants for 388,889 shares were
      subject to this restriction.

              Response
      1:

              To
      determine the beneficial ownership of Robert Burlingame for purposes of
      completing the beneficial ownership table in the Company’s definitive
      proxy filed on July 29, 2010, the Company examined Mr. Burlingame’s SEC
      filings and its own SEC filings.  The Company also reviewed its
      own internal records and corresponded with Robert Burlingame to confirm
      his beneficial ownership of Company securities.  The Company
      considered historical SEC filings as part of determining the entire
      picture of Mr. Burlingame’s ownership of the Company’s
      stock.  Additionally, the Company provided such historical
      information to the Staff in its response letter dated October 29, 2010
      because the Staff had issued two comments regarding the ownership of
      Robert and Seamus Burlingame and we believed such historical information
      would provide the Staff with context for Robert Burlingame and Seamus
      Burlingame’s ownership on July 15, 2010 as reported in the Company’s
      definitive proxy filed on July 29, 2010.   During the year
      between the Company’s definitive proxy filed on July 29, 2009 and the
      Company’s definitive proxy filed on July 29, 2010, Mr. Burlingame disposed
      of certain of his securities, Mr. Burlingame’s options expired pursuant to
      their terms due to his resignation as a Director of the Company and the
      Company issued additional shares of common stock diluting Mr. Burlingame’s
      position.

    Subsequent
to the Company’s last letter, the Company reconfirmed Robert Burlingame’s
ownership.  Mr. Burlingame holds shares of the Company’s common stock
both in his own name and through entities of which he has partial
control.  In reconfirming Mr. Burlingame’s ownership, the Company
learned a small portion of Mr. Burlingame’s shares are owned through an entity
that he partially controls and such shares should be attributed to Mr.
Burlingame’s beneficial ownership although they were not included at the time
the Company calculated Mr. Burlingame’s ownership for the Definitive Proxy filed
on July 29, 2010.  The addition of those shares brings Mr.
Burlingame’s ownership to approximately 5.4% of the Company’s common stock as of
July 15, 2010, the date of the beneficial ownership table as filed in the
Company’s Definitive Proxy on July 29, 2010.  Thus, the Company should
have included Robert Burlingame as an owner of more than 5% of the Company’s
common stock in that Definitive Proxy.

    The
Company considered the following Form 4s filed by Robert Burlingame in the
following manner (in addition to the Form 4s requested by the Staff, we have
also included a Form 4 filed on March 6, 2009 to be inclusive of the entire
February 27, 2009 private placement):

              ·

              The
      Form 4 filed by Robert Burlingame on March 6, 2009 reflects the first
      tranche of the Purchase Agreement, as described in the Company’s Current
      Report on Form 8-K, filed on February 27,
2009.

              ·

              The
      Form 4 filed by Robert Burlingame on June 3, 2009 reflects the second
      tranche of the Purchase Agreement, as described in the Company’s Current
      Report on Form 8-K, filed on February 27,
2009.

              ·

              The
      Form 4 filed by Robert Burlingame on June 19, 2009 reflects the issuance
      of the Company’s common stock to Mr. Burlingame as compensation for his
      consulting services, as disclosed in Exhibit 10.52 of the Company’s Annual
      Report on Form 10-K, filed on June 11,
2009.

              ·

              The
      Form 4 filed by Robert Burlingame on January 7, 2010 reflects the issuance
      of common stock options as compensation for serving on the Company’s Board
      of Directors.  As discussed further below, all common stock
      options expired following Mr. Burlingame’s resignation as a
      director.

    The
Company respectfully notes that there are not discrepancies in Robert
Burlingame’s Schedule 13D and the disclosure in the Company’s beneficial
ownership table in its proxy statement filed on July 29, 2009.  In
instances, noted below, Mr. Burlingame, in the interest of transparency,
disclosed certain securities that he was not required to disclose pursuant to
the rules and regulations of the SEC however he clearly noted the instances
where that occurred.  The Company respectfully believes such
over-disclosure, particularly where it is clearly stated to be such, should not
be considered a discrepancy.

    Per the
Schedule 13D filed by Robert Burlingame on July 8, 2009, he reported beneficial
ownership of 1,550,486 shares of common stock.  In its beneficial
ownership table in its proxy statement filed on July 29, 2009, the Company also
reported his ownership of 1,550,486 shares, consisting of direct ownership of
1,294,931 shares of common stock, and deemed ownership of 255,555 shares of
common stock.  We respectfully note that these items are the same so
there is no difference to account for.

    Per the
Schedule 13D filed by Robert Burlingame on July 8, 2009, he reported derivative
ownership of 1,371,667 shares of common stock consisting of:

                ·

              75,000
      warrant shares;

                ·

              130,000
      common stock options;

                ·

              166,667
      Series A warrants, exercisable September 4,
  2009;

                ·

              222,222
      Series B warrants, exercisable September 4,
  2009;

                ·

              333,333
      Series A warrants, exercisable December 1, 2009;
  and

                ·

              444,445
      Series B warrants, exercisable December 1,
2009.

    In its
beneficial ownership table in its proxy statement filed on July 29, 2009, the
Company reported derivative ownership of 205,000 shares of common stock
consisting of

                ·

              75,000
      warrant shares; and

                ·

              130,000
      common stock options currently
exercisable.

    The
difference of 1,166,667 derivative shares consist entirely of Series A and
Series B warrants (disclosed in the Company’s Current Report on Form 8-K, filed
on February 27, 2009) that were not exercisable until six months after the date
of the issuance of the warrants and were furthermore not exercisable due to the
4.99% limitation.  As stated above, the Company does not believe this
is an inconsistency but rather over disclosure in the Schedule
13D.  The 13D filed by Robert Burlingame included certain warrants as
part of his beneficial ownership that he did not need to include under the
rules, which Mr. Burlingame went so far as to note in the last sentence of Item
11 of his Schedule 13D.

    Mr.
Burlingame’s Schedule 13D filed on July 8, 2009 in Item 11 states:

    “On
September 4, 2009, 166,667 and 222,222 shares of common stock underlying
Series A and Series B Warrants issued March 4, 2009,
respectively, will become exercisable pursuant to the terms of those warrants.
On December 1, 2009, 333,333 and 444,445 shares of common stock underlying
Series A and Series B Warrants issued June 1, 2009, respectively,
will become exercisable pursuant to the terms of those warrants. The common
stock underlying the warrants issued on June 1, 2009 may not be acquired
within 60 days until October 2, 2009. Notwithstanding the foregoing, the
reporting person is electing to include these shares in the calculation of
beneficial ownership as of the date of this filing. (emphasis
added)”

    The
Company’s disclosure in the beneficial ownership table filed in its Definitive
Proxy on July 29, 2009 complies with Regulation S-K, Item 403 and Rule
13d-3 of the Exchange Act and correctly omits such warrants as part
of Mr. Burlingame’s beneficial ownership.

    In
reporting the derivative securities owned by Robert Burlingame as of January 7,
2010, the Company respectfully notes that in its letter to the Staff dated
October 29, 2010, it stated the 1,386,667 of derivative securities reported by
Mr. Burlingame consisted of both warrants and options.  The Company
further stated only the warrants were subject to the 4.99%
restriction.  The options, which had no corresponding restriction, had
expired pursuant to their terms at the time the Company filed its 2010 proxy due
to Mr. Burlingame’s resignation as a director.

    The
Company determined that the 1,386,667 of derivative securities owned by Robert
Burlingame as stated in his January 7, 2010 Form 4 were comprised of the
following blocks:

    Stock
options:  130,000 common stock options that that were reported
by Mr. Burlingame on his Schedule 13D filed July 8, 2009, consisting of 75,000
options first reported on a Form 3 filed by Mr. Burlingame on January 24, 2007;
15,000 options first reported on a Form 4 filed by Mr. Burlingame on November
16, 2007; 15,000 options first reported on a Form 4 filed by Mr. Burlingame on
September 4, 2008; and 25,000 options first reported on a Form 4 filed by Mr.
Burlingame on December 11, 2008.  Mr. Burlingame also reported
receiving 15,000 common stock options on a Form 4 filed on January 7,
2010.

    Warrants:  1,166,667
common stock purchase warrants issued to Mr. Burlingame per the February 24,
2009 purchase agreement disclosed on the Company’s Current Report on Form 8-K
filed February 27, 2009.  The warrants were issued in a first tranche
of 388,889 warrants, consisting of 166,667 Series A and 222,222 Series B common
stock purchase warrants and a second tranche of 777,778 warrants, consisting of
333,333 Series A and 444,445 Series B common stock purchase
warrants.  Both tranches were reported by Mr. Burlingame on his
Schedule 13D filed July 8, 2009 and reported on Form 4s as discussed
above.

    Additionally,
Mr. Burlingame holds 75,000 common stock purchase warrants that were reported by
Mr. Burlingame on his Schedule 13D filed July 8, 2009 and first reported on a
Form 3 filed by Mr. Burlingame on January 24, 2007.

    Each of
the warrants states that the Beneficial Ownership Limitation is initially set at
4.99%, but may be waived by the Holder of the warrant with 61 days notice,
whereby the Beneficial Ownership Limitation will be increased to
9.99%.  As of the date of this letter, Mr. Burlingame has not notified
the Company of his intention to waive the Beneficial Ownership
Limitation.  Because the Beneficial Ownership table included in the
Company’s Schedule 14A filed on July 29, 2010 only includes warrants that may be
exercised within 60 days, and because Mr. Burlingame has not waived the 4.99%
limitation, the Company concluded such warrants should be excluded from Mr.
Burlingame’s Beneficial Ownership.

              Comment
      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 provide
      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 beneficial ownership was not required in your proxy
      statement filed on July 29, 2010.

              Response
      2:

              As
      stated in its prior response to the Staff’s Comment 3 in its letter dated
      October 29, 2010, the Company acknowledges that it excluded Seamus
      Burlingame from the beneficial ownership table in error.  The
      Company attributes this error to a number of factors. Seamus Burlingame is
      not and has never been an officer, director or employee of the Company and
      he beneficially owns less than 10% of the Company’s
      securities.  Accordingly, he has not filed a Form 3 or Form 4
      with the Securities and Exchange Commission. Seamus Burlingame’s sole
      ownership report was a Schedule 13D filed on July 8,
      2009.  Additionally, the Company had not issued any securities
      to Seamus Burlingame since June 1, 2009, as last disclosed on June 4, 2009
      in the Company’s Current Report on Form 8-K.  Finally, the
      Company had 20,582,342 shares of common stock outstanding as of July 29,
      2009, the date of its 2009 Definitive Proxy and 26,277,458 shares of
      common stock outstanding as of July 15, 2010, the date of the beneficial
      ownership table in the Company’s 2010 Definitive Proxy and the Company
      believed, in error, Seamus Burlingame’s position on July 15, 2010 had been
      diluted below the 5% threshold necessary to report his
      holdings.

    The
Company respectfully disagrees with the Staff’s assertion that the Company
believes disclosure of shares of stock held by Seamus Burlingame was not
necessary.  To the contrary, the Company has repeatedly disclosed the
transaction in which Seamus Burlingame acquired his shares.   The
Company initially disclosed this transaction in its Form 8-K filed on February
27, 2009 and Seamus Burlingame disclosed it in a Schedule 13D dated July 8,
2009.  The Company has also repeatedly described the transaction in
every periodic report it has filed since the original placement of the stock in
February 2009.  Most recently, the transaction was included under the
heading “Common Stock Issued in a Private Placement to a Related Party” on page
65 of the Company’s Annual Report on Form 10-K for the year ended March 31,
2010.  Accordingly, the Company believes there is substantial
disclosure available to its shareholders about the transaction in which Seamus
Burlingame acquired his equity interest in the