SecProbe.io

September 9, 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.
Amendment No. 2  to Registration Statement on Form S -1
Filed August 29, 2014
  File No. 333 -197725

Dear Mr. From :

We have reviewed your amended 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 believe 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 .

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Contractual Obligations, page 61

1. The amount for the convertible promissory notes due to stockholders does not appear to
agree with the amount disclosed on the June 30, 2014 balance sheet.  Please explain to us
how the contractual amount was determined, and revise, as appropriate.

Notes to Consolidated Financial Statements
15. Subsequent Events, page F -28

2. It appears that you deleted the disclosure regarding the date  through which the
subsequent events have been evaluated as required by ASC 855 -10-50-1.  Please revise or
explain to us why you deleted this disclosure.

Stephen From
Eyegate Pharmaceuticals, Inc.
September 9, 2014
Page 2

 Notes to Consolidated Financial Statements (unaudited)
5. Debt, page F -40

3. Please refer to your discl osure on the Amended and Restated Notes on page F -41and
address the following:

 Revise to disclose the fair value of the warrants issued to the 2012 note holders.
 It appears that the conversion price of the notes will be equal to 70% of the initial
offering  price.  Provide us with your accounting analysis of the conversion feature of
the notes citing authoritative literature supporting your treatment.

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 applicable 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 comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledgin g that:

 should the Commission or the staff, acting pursuant to delegated authority, declare 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 p ursuant 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 f or 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 th ey 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 of the
registration statement.

Stephen From
Eyegate Pharmaceuticals, Inc.
September 9, 2014
Page 3

 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 s tatements 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

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