SecProbe.io

CORRESP
1
filename1.htm

February
12, 2020

Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E., Mail Stop 3561

Washington,
D.C. 20549

    Attention:
    Anuja
    A. Majmudar

    RE:
    Registration
    Statement on Form S-1

    File
    No. 333-235995

Dear
Ms. Majmudar:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Ocean Power Technologies, Inc. (the “Company”) respectfully
requests that the registration statement on Form S-1, File No. 333-235995 (the “Registration Statement”), be declared
effective at 9:00 A.M., Washington, D.C. time, on February 14, 2020, or as soon as practicable thereafter.

In
connection with this request, the Company acknowledges that (i) should the Securities and Exchange Commission (the “Commission”)
or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the
Commission from taking any action with respect to the Registration Statement, (ii) the action by 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 Registration Statement and (iii) 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 law of the United States.

    Ocean
    Power Technologies, Inc.

    /s/
    George H. Kirby III

    George
    H. Kirby III

    President
    and Chief Executive Officer