SecProbe.io

August 5, 2014

Via E -mail
Stephen From
President and Chief Executive Officer
Eyegate Pharmaceuticals, Inc.
271 Waverley Oaks Road
Suite 108
Waltham, MA 02452

Re: Eyegate Pharmaceuticals, Inc.
Registration Statement on Form S -1
Filed July 30, 2014
  File No. 333 -197725

Dear Mr. From :

We have reviewed your registration statement  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 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 bel ieve an amendment is appropriate, please tell us why in your
response.

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

Risk Factors
If clinical trials of the EGP -437 Combination Product  . . ., page 15

1. We note in your response to comment 1 in our letter dated July 15, 2014 that you do not
plan on submitting t he protocols for your second confirmatory Phase 3 clinical trial and
your separat e safety study of the EGP -437 Combination Product to the FDA at any time
prior to the completion of this offering.   Please clarify if you plan to submit these
protocols to the FDA at any time prior to the commencement of these clinical trials.

Capitalizat ion, page 4 5

2. We acknowledge your revisions and response to comment 1 in our letter dated July 16,
2014 and have the following additional comments:

Stephen From
Eyegate Pharmaceuticals, Inc.
August 5, 2014
Page 2

  It appears that you have not removed the third bullet of the lead paragraph that was
combined with the  second bullet.  Please revise.

 Please e xplain to us what the accrued liabilities line item represents and why it is part
of total capitalization.

 Refer to your disclosure of the number of pro forma shares issued and outstanding
shares totaling 60,920,461. The increase of 58,895,114 does not appear to agree with
the number of shares disclosed in the lead paragraph  to reflect the conversion and
issuance of shares.  Please revise and adjust the pro forma common stock dollar
amount here and in Summary Financial Dat a, as appropriate.

 The pro forma additional paid -in capital amount of $828,330 appears incorrect and
does not agree with the corresponding dollar amount in Summary Financial Data.
Please revise to eliminate all inconsistencies.

 Please t ell us how the convertible  notes are reflected in the pro forma capitalization
table.

Consolidated Financial Statements
Consolidated Statements of Convertible Preferred Stock Non -Controlling Interests and
Stockholders’ Deficit, page F -6

3. We are considering your response and revisions to comment 5 in our letter dated July 16,
2014 and we have the following additional comments:

 Refer to your response to bullet 3. Please tell us where the proceeds from the sale of
subsidiary shares in 2009 for proceeds of $2,475,659 on December 9, 2009 and
$205,683 in February 2010 are located on page F -8 of the financial statements.

 Please refer to your schedule of non -controlling interests in response to bullet 5.

o It appears that the amounts shown as gain to parent in your schedule is
inconsi stent with the gains disclosed in Note 9 and the amounts recorded in
additional paid -in capital in the consolidated financial statement.  Also, the
amounts paid for each investment appear to be inconsistent as well.  Please
reconcile the various amounts in  your schedule with the corresponding amounts
disclosed in Note 9 and the amounts disclosed in the consolidated financial
statement.

o In addition, please explain to us how you calculated the previous ownership
amounts in your minority interest calculation schedule.

o Please r evise your roll -forward schedule as necessary.

Stephen From
Eyegate Pharmaceuticals, Inc.
August 5, 2014
Page 3

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 the information the Securities Act of 193 3 and
all appl icable Securities  Act rules require.   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.

Notwithstanding our comme nts, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, decl are the
filing effective, it does not foreclose the 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 and 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 requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of  1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date o f the
registration statement.

You may contact Don Abbott at (202) 551 -3608  or Andrew Mew at (202) 551 -3377  if
you have questions regarding comments on the financial statements and related matters.  Please
contact M atthew Jones at (202) 551 -3786, John  Krug at (202) 551 -3862, or me at (202) 551 -
3715 with any other questions.

Sincerely,

 /s/ Daniel  Greenspan for

Jeffrey P. Riedler
Assistant Director

Stephen From
Eyegate Pharmaceuticals, Inc.
August 5, 2014
Page 4

cc:  Josef B. Volman
J. Fraser Collin
Burns & Levinson LLP
125 Summer Street
Boston, MA 02110