SecProbe.io

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 April 22, 2026

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Sonoma Pharmaceuticals, Inc.

 Registration Statement on Form S-1/A

 Filed April 22, 2026

 File No. 333-295171

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended (the "Securities Act"), Dawson James Securities, Inc., as representative of the underwriters
of the offering, hereby joins the request of Sonoma Pharmaceuticals, Inc. that the effective date of the above-referenced Registration
Statement on Form S-1 be declared effective at 5:00 p.m. (Washington, D.C. time) on April 23, 2026, or as soon as practicable thereafter.

 In connection with this acceleration
request and pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter or dealer,
who is reasonably anticipated to be invited to participate in the distribution of the securities, as many copies, as well as "e-red"
copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned confirms that
it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they
have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with
the above-referenced issue.

 Sincerely,

 Dawson James Securities, Inc.

 By: /s/ Robert D. Keyser,
Jr.

 Name: Robert
D. Keyser, Jr.

 Title: CEO

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April 22, 2026

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: J. Conlon Danberg

    Re:
    Sonoma Pharmaceuticals, Inc.

    Registration Statement on Form S-1/A

    Filed April 22, 2026

    File No. 333-295171

Acceleration Request

Requested Date: April 23, 2026

Requested Time: 5:00 P.M. Eastern Standard Time

Dear Mr. Danberg:

Pursuant to Rule 461 of the Rules and Regulations
promulgated under the Securities Act of 1933, as amended, Sonoma Pharmaceuticals, Inc. (the “Company”), hereby requests that
the above-captioned Registration Statement on Form S-1 (the “Registration Statement”) be accelerated to April 23, 2026 at
5:00pm EST or as soon as practicable thereafter.

The cooperation of the staff in meeting the Company’s
request is very much appreciated. Please contact me if you have any questions or if we can otherwise be of assistance to you.

Sincerely,

/s/ Amy Trombly

Amy Trombly, Esq.

    5445 Conestoga Court

    Suite 150

    Boulder, Colorado
    80301

    sonomapharma.com

    NASDAQ: SNOA

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 10, 2026

Amy Trombly
Chief Executive Officer
Sonoma Pharmaceuticals, Inc.
5445 Conestoga Court, Suite 150
Boulder, CO 80301

 Re: Sonoma Pharmaceuticals, Inc.
 Draft Registration Statement on Form S-1
 Submitted April 9, 2026
 CIK No. 0001367083
Dear Amy Trombly:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you that the
company and its management are responsible for the accuracy and adequacy of
their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Please contact Conlon Danberg at 202-551-4466 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and Services
cc: Andrew J. Merken, Esq.
</TEXT>
</DOCUMENT>

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November 17, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Tim Buchmiller

    Re:
    Sonoma Pharmaceuticals, Inc.

    Registration Statement on Form S-3

    Filed November 3, 2023

    File No. 333-275311

Acceleration Request

Requested Date: November 20, 2023

Requested Time: 5:00 P.M. Eastern Standard Time

Dear Mr. Buchmiller:

Pursuant to Rule 461 of the Rules and Regulations
promulgated under the Securities Act of 1933, as amended, Sonoma Pharmaceuticals, Inc. (the “Company”), hereby requests that
the above-captioned Registration Statement on Form S-3, as amended, (the “Registration Statement”) be accelerated to November
20, 2023 at 5:00pm EST or as soon as practicable thereafter.

The cooperation of the staff in meeting the Company’s
request is very much appreciated. Please contact me if you have any questions or if we can otherwise be of assistance to you.

Sincerely,

/s/ Amy Trombly

Amy Trombly, Esq.

United States securities and exchange commission logo
November 7, 2023
Amy Trombly
Chief Executive Officer
Sonoma Pharmaceuticals, Inc.
5445 Conestoga Court, Suite 150
Boulder, CO 80301
Re:Sonoma Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed November 3, 2023
File No. 333-275311
Dear Amy Trombly:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Andrew J. Merken, Esq.

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October 24, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Cindy Polynice, Jason Drory

    Re:
    Sonoma Pharmaceuticals, Inc.

    Registration Statement on Form S-1

    Filed September 19, 2023, as amended

    File No. 333-274582

Acceleration Request

Requested Date: October 25, 2023

Requested Time: 5:00 P.M. Eastern Standard Time

Dear Ms. Polynice:

Pursuant to Rule 461 of the Rules and Regulations
promulgated under the Securities Act of 1933, as amended, Sonoma Pharmaceuticals, Inc. (the “Company”), hereby requests that
the above-captioned Registration Statement on Form S-1, as amended, (the “Registration Statement”) be accelerated to October
25, 2023 at 5:00 pm EST or as soon as practicable thereafter.

The cooperation of the staff in meeting the Company’s
request is very much appreciated. Please contact me if you have any questions or if we can otherwise be of assistance to you.

Sincerely,

/s/ Amy Trombly

Amy Trombly, Esq.

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Maxim Group LLC

300 Park Avenue, 16th Floor

New York, New York 10022

October 24, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Sonoma Pharmaceuticals, Inc. (the “Company”)

    Registration Statement on Form S-1 (File No. 333-274582)

Ladies and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Securities Act”), Maxim Group LLC, as exclusive placement
agent for the proposed offering, hereby joins the request of Sonoma Pharmaceuticals, Inc. (the “Company”) that
the effective date of the above-referenced Registration Statement be accelerated so that it will become effective at 5:00 p.m.
Eastern Time on Wednesday, October 25, 2023, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and
Regulations of the Commission under the Securities Act, please be advised that there will be distributed to each underwriter, dealer or
agent, who is reasonably anticipated to participate in the distribution of the securities in this offering, as many copies of the preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned
is aware of its obligations under the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, including the delivery
requirements contained in such Rule, in connection with the above-referenced issue.

  Very truly yours,

  Maxim Group LLC

  By: /s/Clifford A. Teller

  Name: Clifford A. Teller

  Title: Co-President

  cc:
  Leslie Marlow, Esq.

  Patrick J. Egan, Esq.

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October 13, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Cindy Polynice, Jason Drory

    Re:
    Sonoma Pharmaceuticals, Inc.

    Registration Statement on Form S-1

    Filed September 19, 2023

    File No. 333-274582

Dear Ms. Polynice:

I am the Chief Executive Officer for Sonoma Pharmaceuticals, Inc. (the
“Company”). The Company will file a revised registration statement on Form S-1/A through EDGAR.

The Form S-1/A contains revisions that have been made in response to
comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in
their letter dated September 27, 2023.

Set forth below is the Company’s responses to the Staff’s
comments. The numbering of the responses corresponds to the numbering of the comment in the letter from the Staff.

Registration Statement on Form S-1 filed September 19, 2023

Cover Page

    Comment 1:

    Please revise your cover page to disclose the date the offering will
    end. Refer to

    Item 501(b)(8)(iii) of Regulation S-K for guidance.

    Response 1:

    The Company has included a termination date for the offering of November
    15, 2023, unless completed sooner or terminated prior to that date.

If you have further questions or comments, please feel free to contact
me. I am happy to cooperate in any way I can.

Sincerely,

/s/ Amy Trombly

Amy Trombly, Esq.

United States securities and exchange commission logo
September 27, 2023
Amy Trombly
Chief Executive Officer
Sonoma Pharmaceuticals, Inc.
5445 Conestoga Court, Suite 150
Boulder, CO 80301
Re:Sonoma Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed September 19, 2023
File No. 333-274582
Dear Amy Trombly:
            We have limited our review of your registration 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed September 19, 2023
Cover Page
1.Please revise your cover page to disclose the date the offering will end. Refer to
Item 501(b)(8)(iii) of Regulation S-K for guidance.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameAmy Trombly
 Comapany NameSonoma Pharmaceuticals, Inc.
 September 27, 2023 Page 2
 FirstName LastName
Amy Trombly
Sonoma Pharmaceuticals, Inc.
September 27, 2023
Page 2
            Please contact Cindy Polynice at 202-551-8707 or Jason Drory at 202-551-8342 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Andrew J. Merken, Esq.

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December 18, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3030

Washington, DC 20549

    Attn:
    Jeffrey Gabor, Celeste Murphy

    Re:

        Sonoma Pharmaceuticals, Inc.

        Registration Statement on Form S-3

        Filed November 24, 2020, as amended

        File No. 333-250925

    Acceleration Request

        Requested Date: December 22, 2020

        Requested Time: 4:30 P.M. Eastern Standard Time

Dear Ms. Murphy:

Pursuant to Rule 461 of the Rules and Regulations
promulgated under the Securities Act of 1933, as amended, Sonoma Pharmaceuticals, Inc. (the “Company”), hereby requests
that the above-captioned Registration Statement on Form S-3, as amended, (the “Registration Statement”) be accelerated
to December 22, 2022 at 4:30 pm EST or as soon as practicable thereafter.

The cooperation of the staff in meeting
the Company’s request is very much appreciated. Please call me at (617) 243-0060 if you have any questions or if we can otherwise
be of assistance to you.

        Very truly yours,

        Sonoma Pharmaceuticals, Inc.

        /s/ Amy Trombly

        By: Amy Trombly

               Chief
        Executive Officer

United States securities and exchange commission logo
December 7, 2020
Amy Trombly
Chief Executive Officer
Sonoma Pharmaceuticals, Inc.
645 Molly Lane, Suite 150
Woodstock, GA 30189
Re:Sonoma Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed November 24, 2020
File No. 333-250925
Dear Ms. Trombly:
            We have limited our review of your registration 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3 filed November 24, 2020
SELLING SECURITY HOLDERS, page 5
1.Rule 430B(b) permits omission of the number of shares registered for resale and the list of
selling shareholders "for primary offerings pursuant to General Instruction I.B.1."  Please
revise throughout the prospectus to include the number of shares registered for resale and
include the list of selling stockholders. Please refer to Rule 430B(b)(2) and Instruction
II.G of Form S-3.
LEGAL MATTERS, page 17
2.Please include Item 509 of Regulation S-K disclosure with respect to your Chief
Executive Officer.

 FirstName LastNameAmy Trombly
 Comapany NameSonoma Pharmaceuticals, Inc.
 December 7, 2020 Page 2
 FirstName LastName
Amy Trombly
Sonoma Pharmaceuticals, Inc.
December 7, 2020
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jeffrey Gabor at 202-551-2544 or Celeste Murphy at 202-551-3257
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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November 16, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3030

Washington, DC 20549

    Attn:
     Dorrie Yale

    Re:
    Sonoma Pharmaceuticals, Inc.

Registration Statement on Form S-1

Filed October 12, 2018, as amended

File No. 333-227806

    Acceleration Request

    Requested Date: November 16, 2018

Requested Time: 4:30
P.M. Eastern Standard Time

Dear Ms. Yale:

Pursuant to Rule 461 of the Rules and Regulations
promulgated under the Securities Act of 1933, as amended, Sonoma Pharmaceuticals, Inc. (the “Company”), hereby requests
that the above-captioned Registration Statement on Form S-1, as amended, (the “Registration Statement”) be accelerated
to November 16, 2018 at 4:30 pm EST or as soon as practicable thereafter.

The cooperation of the staff in meeting
the Company’s request is very much appreciated. Please call Amy Trombly at (617) 243-0060 if you have any questions or if
we can otherwise be of assistance to you.

    Very truly yours,

Sonoma Pharmaceuticals, Inc.

/s/ Jim Schutz

By: Jim Schutz

       Chief Executive Officer

cc: Amy Trombly, Esq.

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Dawson James Securities, Inc.

1 North Federal Highway, 5th Floor

Boca Raton, FL 33432

November 16, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Sonoma Pharmaceuticals, Inc.

    Registration Statement on Form S-1

    File No. 333-227806

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as placement agent for the proposed
offering, hereby joins the request of Sonoma Pharmaceuticals, Inc. that the effective date of the above-referenced Registration
Statement on Form S-1 be declared effective at 4:30 p.m. (Washington, D.C. time) on Friday, November 16, 2018, or as soon as practicable
thereafter.

In connection with
this acceleration request and pursuant to Rule 460 under the Securities Act, please be advised that on November 16, 2018, approximately
1700 copies of the preliminary prospectus dated November 16, 2018 were distributed to placement agents, dealers, institutions and
others.

The undersigned advise
that the placement agents have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.

    Sincerely,

    Dawson James Securities, Inc.

    By: /s/ Robert D. Keyser, Jr.

    Name: Robert D. Keyser, Jr.

    Title: CEO

October 23, 2018
Jim Schutz
Chief Executive Officer
Sonoma Pharmaceuticals, Inc.
1129 N. McDowell Blvd.
Petaluma, CA 94954
Re:Sonoma Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed October 12, 2018
File No. 333-227806
Dear Mr. Schutz:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Dorrie Yale at 202-551-8776 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Amy Trombly

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November 21, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

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

Washington, D.C. 20549

    Attn:
    Chris Edwards

    Re:
    Sonoma Pharmaceuticals, Inc.

    Registration Statement on Form S-3, as amended

Filed November 9, 2017, and amended on November
17, 2017

File No. 333-221477

    Acceleration Request

    Requested Date: November 27, 2017

    Requested Time: 4:00 P.M. EST

Dear Mr. Edwards:

Pursuant to Rule 461 of the Rules and Regulations
promulgated under the Securities Act of 1933, as amended, Sonoma Pharmaceuticals, Inc. (the “Company”), hereby requests
that the above-captioned Registration Statement on Form S-3 (the “Registration Statement”) be accelerated to Monday,
November 27, 2017 at 4:00 p.m. EST or as soon as practicable thereafter.

The cooperation of the staff in meeting
our request is very much appreciated. Please call Amy Trombly at (617) 243-0060 if you have any questions or if we can otherwise
be of assistance to you.

Very truly yours,

/s/ Jim Schutz

By: Jim Schutz

Chief Executive Officer

cc: Amy Trombly, Esq.

November 16, 2017
Jim Schutz
Chief Executive Officer
Sonoma Pharmaceuticals, Inc.
1129 N. McDowell Blvd.
Petaluma, California 94954
Sonoma Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed November 9, 2017
File No. 333-221477Re:
Dear Mr. Schutz:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Chris Edwards at (202) 551-6761 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Amy Trombly

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    Unassociated Document

OCULUS INNOVATIVE SCIENCES, INC.

1129 N. McDowell Blvd.

Petaluma, CA 94954

December 1, 2011

VIA EDGAR

Securities and Exchange Commission

ATTN:  Jay Mumford

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

Oculus Innovative Sciences, Inc.

Registration Statement on Form S-3

Filed October 21, 2011 and Amended November 29, 2011

File No. 333-177462

Request for Acceleration of Effective Date

Ladies and Gentlemen:

Oculus Innovative Sciences, Inc. (the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement, as amended, to 4:00 p.m. on Friday, December 2, 2011 or as soon thereafter as is practicable.  Any changes to the schedule for the effective date may be communicated through our counsel, Amy Trombly, Trombly Business Law, PC, 1320 Centre Street, Suite 202, Newton, MA 02459, at 617-243-0060 (voice) or 617-243-0066 (facsimile).

In furtherance of our request, the undersigned hereby acknowledges 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 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.

Thank you for your attention to this matter.

Very truly yours,

OCULUS INNOVATIVE SCIENCES, INC.

By:

/s/ Hojabr Alimi

Hojabr Alimi

Chief Executive Officer

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    Unassociated Document

November 29, 2011

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn:

Jay Mumford

Amanda Ravitz, Assistant Director

Re:

Oculus Innovative Sciences, Inc.

Registration Statement on Form S-3

Filed October 21, 2011

File No. 331-177462

Dear Mr. Mumford and Ms. Ravitz:

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 1, 2011. The numbering of the response corresponds to the numbering of the comment in the letter from the Staff.

Exhibit 5.1

Comment 1:

We note that you intend to file your 5.1 opinion of counsel exhibit by a pre-effective amendment to this registration statement. Please 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 this registration statement.

Response 1:

The Company will comply with this comment.

Exhibit 10.58

Comment 2:

Please ensure that your pending application for confidential treatment is granted prior to requesting acceleration of the effective date of this registration statement. Please see Section III.B.2 of Staff Legal Bulletin No. 1.

Response 2:

The Company will comply with this comment.

If you have further questions or comments, please feel free to contact me.  I am happy to cooperate in any way I can.

Regards,

/s/ Amy M. Trombly, Esq.

Amy M. Trombly, Esq.

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)

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May 2, 2011

VIA EDGAR AND FACSIMILE TO (703) 813-6967

United States Securities and Exchange Commission

Division of Corporation Finance

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

Washington, D.C. 20549

Attention:  Amanda Ravitz, Assistant Director

Re:

Oculus Innovative Sciences, Inc.

File No. 333-171411

Dear Ms. Ravitz:

Pursuant to Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, Oculus Innovative Sciences, Inc. (the “Company”), hereby requests that the above-captioned Registration Statement on Form S-3 (the “Registration Statement”) be accelerated to Tuesday, May 3, 2011 at 4:00 pm EST or as soon as practicable thereafter.  We acknowledge 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 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.

The cooperation of the staff in meeting our request is very much appreciated. Please call Amy Trombly at (617) 243-0060 if you have any questions or if we can otherwise be of assistance to you.

Very truly yours,

/s/ Hojabr Alimi

Hojabr Alimi

Chief Executive Officer

cc:  Amy Trombly, Esq.

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    Unassociated Document

March 17, 2011

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, DC 20549

Attn:  Aslynn Hogue and Jay Mumford

Re:

Oculus Innovative Sciences, Inc.

Registration Statement on Form S-3

Amended February 18, 2011

File No. 333-171411

Dear Ms. Hogue and Mr. Mumford:

I am securities counsel for Oculus Innovative Sciences, Inc. (the “Company”). We received your letter dated March 7, 2011 regarding the Company’s need to resolve any outstanding comments received from the staff of the Securities and Exchange Commission (the “Staff”) on its pending confidential treatment requests prior to acceleration of the effective date of the registration statement that was amended on February 18, 2011. In order to comply with your request and confirm that all outstanding communication with your Staff has been resolved, we are writing to request a status update as to our pending confidential treatment application filed February 22, 2011.

On February 22, 2011, we filed a confidential treatment application regarding two exhibits:

·

Exclusive Sales and Distribution Agreement between the Company and Quinnova Pharmaceuticals, Inc., dated February 14, 2011

·

Exclusive Co-Promotion Agreement between the Company and Quinnova Pharmaceuticals, Inc. dated February 14, 2011

As per instructions from Jay Mumford, we faxed an additional copy of the confidential treatment application dated February 22, 2011 to his attention that same morning and receipt was confirmed. As of the date of this letter, we have not received a response from the Staff as to the status of that request for confidential treatment.  We believe we are waiting on the Staff to communicate to us the status of this confidential treatment request before the Company can request that the Staff declare the S-3 effective.  It is unclear from the Staff’s letter dated March 7, 2011 whether such status if forthcoming and we request further clarification on this matter.

On September 23, 2010, the Company filed a confidential treatment application regarding Amendment No. 3 to Revenue Sharing, Partnership and Distribution Agreement dated as of June 1, 2010 between Oculus Innovative Sciences, Inc. and Vetericyn, Inc. with attached Exhibits. The Staff informed us that the application was originally received on September 27, 2010 and labeled File No. 001-33216. Since then, we received notification that the application had been misplaced. We subsequently resent the application on December 9, 2010. On February 10, 2011, we received comments regarding the application. We responded to the Staff’s comments on March 17, 2011.

Furthermore, we note the request for certain statements from the Company.  The Company provided those statements on February 18, 2011 via EDGAR.  We request clarification as to whether the Staff received such statements.

If you have further questions or comments, please feel free to contact us.  We are happy to cooperate in any way we can.

Regards,

/s/ Amy M. Trombly

Amy M. Trombly, Esq.

March 7, 2011
 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 Amended February 18, 2011
  File No. 333-171411

Dear Mr. Alimi:

We have limited our review of your registra tion statement to those issues we have
addressed in our comment.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 After reviewing the information you provide in  response to this comment, we may have
additional comments.

1. We note your response to prior comment 1.  Please note that you will need to resolve any
comments on your pending applications for c onfidential treatment prior to requesting
acceleration of the effective date of this regi stration 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
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 comment, 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;

Hojabr Alimi
Oculus Innovative Sciences, Inc. March 7, 2011 Page 2

• 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 Aslynn Hogue  at (202) 551-3841 or Jay Mu mford, Senior Attorney, at
(202) 551-3637 with any questions.

Sincerely,

Amanda Ravitz Assistant Director
 cc (by facsimile):   Amy Trombly, Esq. –– Trombly Business Law, PC

CORRESP
1
filename1.htm

    Unassociated Document

        February
18, 2011

        Ms.
Aslynn Hogue

        United
States Securities and Exchange Commission

        Division
of Corporate Finance

        100 F
Street, N.E.

        Washington,
DC 20549

                  Re:

                  Oculus
      Innovative Sciences, Inc.

        Registration Statement on Form
S-3

        Filed December 23, 2010

        File No.
333-171411

        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 January 13, 2011.  The numbering of the response
corresponds to the numbering of the comment in the letter from the
Staff.  Furthermore, today we are filing Amendment 1 to the Form
S-3.  The purpose of the Amendment is to add our legal
opinion.  We have also made other non-substantive revisions, including
changing certain dates in the Form S-3.

                  Comment
      1:

                  We
      note the comments on your Form 10-K for the fiscal year ended March 31,
      2010 that were issued on January 13, 2011. Please confirm that you will
      resolve any comments on your Form 10-K before requesting acceleration of
      the effective date of this registration
  statement.

                  Response
      1:

                  We
      note the Staff’s comment. From a phone conversation with the Staff on
      February 11, 2011, we understand from the Staff that there are no further
      comments on the Form 10-K.

        Please
contact me if you have any questions, we are happy to cooperate in any way we
can.

        Regards,

          /s/ Amy M.
Trombly

          Amy M.
Trombly, Esq.

          February
18, 2011

          United
States Securities and Exchange Commission

          Division
of Corporate Finance

          100 F
Street, N.E., Mail Stop 3030

          Washington,
D.C. 20549

                    Attn:

                    Aslynn
      Hogue

                    Re:

                    Oculus
      Innovative Sciences, Inc.

          Registration Statement on Form
S-3

          Filed December 23, 2010

          File No. 333-171411

          Form 10-K for the fiscal year ended
March 31, 2010

          Filed June 8, 2010

          File No. 001-33216

          Dear Ms.
Hogue:

          In
response to comments received from the staff of the Securities and Exchange
Commission (the “Staff”) on the Registration Statement on Form S-3 filed on
December 23, 2010, the undersigned, being the Chief Executive Officer of Oculus
Innovative Sciences, Inc., hereby acknowledges the following:

                    ·

                    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 pursuant to delegated
      authority, in declaring the filing effective, does not relieve Oculus
      Innovative Sciences, Inc. from its full responsibility for the adequacy
      and accuracy of the disclosure in the filing;
  and

                    ·

                    Oculus
      Innovative Sciences, Inc. acknowledges that it may not assert Staff
      comments as a defense in any proceeding initiated by the Commission or any
      person under the federal securities laws of the United
    States.

          In
response to comments received from the Staff on the Form 10-K for the fiscal
year ended March 31, 2010 filed on June 8, 2010, the undersigned, being the
Chief Executive Officer of Oculus Innovative Sciences, Inc., hereby acknowledges
that:

                    ·

                    Oculus
      Innovative Sciences, Inc. is responsible for the adequacy and accuracy of
      the disclosure in the filing;

                    ·

                    Staff
      comments or changes to disclosure in response to staff comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and

                    ·

                    Oculus
      Innovative Sciences, Inc. may not assert Staff comments as a defense in
      any proceeding initiated by the Commission or any person under the federal
      securities laws of the United
States.

          Please do
not hesitate to contact Amy Trombly, Esq. at (617) 243-0060 if you need anything
further.

                      /s/
      Hojabr Alimi

                        Hojabr
      Alimi

                        Chief
      Executive Officer

CORRESP
1
filename1.htm

    January
21, 2011

    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 January 13, 2010.  The numbering of the response
corresponds to the numbering of the comment in the letter from the
Staff.

      Certain Relationships,
Related Transactions…, page 75

              Comment
      1:

              Please
      tell us how the definition of related person in the Instructions to Item
      404(a) that includes a person who is a director; an immediate family
      member of a director, including a child regardless of whether the child
      shares the same household; or a security holder covered by Item 403(a) at
      any time during the specified period for which disclosure is required
      would affect your responses to prior comments 3, 4, and
  5.

              Response
      1:

              In
      our response letter dated December 17, 2010, we grouped Staff comments 3
      and 5 together as they addressed the same subject matter.  In
      that response letter, in the first paragraph written in response to
      comments 3 and 5, we specifically mention that we considered Item 404 of
      Regulation S-K and the disclosure necessary when the Company enters into a
      transaction with a related party.  That paragraph includes the
      following sentence, “Additionally, the Company considered its disclosure
      obligations under Item 404 of Regulation S-K when entering into a
      transaction with a related party or an entity controlled by a related
      party as further discussed below.”  We then included an
      additional three pages of analysis on that point.  It is unclear
      from the Staff’s comment how the analysis provided in the Company’s letter
      dated December 17, 2010 was not responsive to the Staff’s concern
      regarding Item 403(a) when the response specifically analyzes the
      disclosures the Company has made regarding related party transactions in
      detail.

              Furthermore,
      the applicability of Item 403 and Item 404 of Regulation S-K does not
      appear to relate to most of the prior Staff Comment 4 other than the final
      bulleted question regarding Seamus Burlingame.  The Company
      addressed this question in its response to Comment 4 in its prior
      letter.

              Furthermore,
      in our response letter to the Staff dated December 17, 2010, we included a
      lengthy analysis of the disclosure of the one transaction the Company had
      with Seamus Burlingame almost two years ago including the analysis again
      requested in this comment regarding Items 403 and 404 of Regulation
      S-K.  Please refer to the Company’s response to Comment 2 in its
      letter dated December 17, 2010.

              We
      believe our response letter dated December 17, 2010 addresses the most
      recent Staff Comment 1 in detail including the Company’s response to Staff
      Comment 2 in its prior response letter.  If the Staff has
      further questions, the Company respectfully requests a conference call to
      understand the Staff’s concerns.

              Comment
      2:

              We
      note your response to prior comments 3 and 5 relating to your Revenue
      Sharing and Distribution Agreement with Vetericyn, Inc. (formerly VetCure,
      Inc.) on pages 8 and 9:

              ·

              We
      note your disclosure of this related person transaction, such as on page
      12 of your definitive proxy statement.  With a view towards
      disclosure, please tell us the amounts involved in the transaction,
      including the amounts outstanding as of the latest practicable date and
      any amounts paid during the periods for which disclosure is
      required.

              ·

              Please
      tell us why you did not file your September 1, 2010 amendment, mentioned
      on page 10 of your Form 10-Q for the fiscal quarter ended September 30,
      2010.

              Response
      2:

              In
      the Company’s response to Comments 3 and 5 in its letter dated December
      17, 2010, the Company provided the information requested by the
      Staff.  The remainder of the information is already included in
      the Company’s SEC filings.  On page 9 of the December 17, 2010
      letter, the Company stated that on February 24, 2009, the date of
      Amendment 1 to the Revenue Sharing and Distribution Agreement with
      Vetericyn, Inc. (the “RSPDA”), “the Company had earned nominal revenue
      from the RSPDA of approximately $5,000.”  The Company went on to
      state that on July 24, 2009, “the Company was still earning only nominal
      revenue.”

              Additionally,
      the Company has disclosed the information requested by the Staff in its
      SEC filings.  On page 10 of the 10-Q for the quarter ended
      September 30, 2010, the Company provided the aggregated figures for both
      the Vetericyn and the Microcyn contracts.  Such disclosure
      provides:

    “During
the three months ended September 30, 2010 and 2009, the Company recorded revenue
related to these agreements in the amounts of $747,000 and $61,000,
respectively. During the six months ended September 30, 2010 and 2009, the
Company recorded revenue related to these agreements in the amounts
of $1,108,000 and $92,000, respectively.”

    In the
Company’s 10-Q for the quarter ended June 30, 2010, on page 10, the Company
disclosed:

    “During
the three months ended June 30, 2010, the Company recorded revenue related to
these agreements in the amounts of $361,000 and $24,000,
respectively.”

    In the
Company’s 10-K for the year ended March 31, 2010, on page 64, the Company
disclosed:

    “During
the years ended March 31, 2010 and 2009, the Company recorded revenue related to
these agreements in the amounts of $519,000 and $5,000,
respectively.”

              Additionally,
      all of these disclosures were identified, disclosed and discussed as
      Related Party Transactions repeatedly in the Company’s SEC
      filings.  The Company also notes that, as discussed in the
      Company’s prior response letter dated December 17, 2010, the Company has
      disclosed these transactions as Related Party Transactions even when it
      was not required to disclose them pursuant to Item 404 of Regulation S-K
      because the dollar value of the contracts did not exceed $120,000 at the
      time of those disclosures.  Thus, the Company has not only
      disclosed and discussed these agreements pursuant to Item 404 of
      Regulation S-K, at times it has exceeded the requirements of Regulation
      S-K.  Finally, we note that the Staff has asked for information
      that is readily available in the Company’s SEC filings and thus, analysis
      “with a view to disclosure” is not appropriate because such information
      has already been disclosed.

              The
      Company respectfully notes that is has filed the September 1, 2010
      amendment that the Staff references as “mentioned on page 10 of your Form
      10-Q for the fiscal quarter ended September 30, 2010.”  This
      amendment was filed as Exhibit 10.46 to the Company’s 10-Q for the period
      ended September 30, 2010.  The Staff even acknowledged this
      Exhibit in its Comment 6 in its letter dated November 8, 2010 and, as
      such, it is unclear why the Staff is asking at this point why this
      amendment was not filed when, in its last comment letter, the Staff
      acknowledged such amendment had been filed.  If further
      confusion remains, we request a conference call with the Staff on this
      matter.

              Comment
      3:

              We
      note your response to prior comments 3 and 5 related to your Revenue
      Sharing and Distribution Agreement with Innovacyn, Inc. (formerly V&M
      Industries) on pages 9 and 10.  Please tell us, with a view
      towards disclosure, the amounts involved in the transaction, including the
      amounts outstanding as of the latest practicable date and any amounts paid
      during the periods for which disclosure is
  required.

              Response
      3:

              We
      respectfully note that the Company has provided this information, in
      detail, in its response to Comments 3 and 5 in its letter dated December
      17, 2010.  Furthermore, we have provided additional information
      from the Company’s SEC filings in our response to the Staff’s comment 2
      above.

    We
respectfully note that the Staff’s comments request information and analysis
that the Company has already provided to the Staff in previous letters or
information that is already available in the Company’s SEC
filings.  Furthermore, we note that the Staff’s remaining concerns
appear to relate to one transaction that occurred almost two years ago in
February 2009 and has since been disclosed by the Company and the investors in
that transaction over fifteen times in the last two years and a series of
contracts and amendments regarding the Company’s Vetericyn and Microcyn
agreements that have also been disclosed by the Company over ten times including
times when such contracts represented zero or nominal revenues.  We
continue to believe the Company has adequately disclosed such transactions and,
at times, the Company has exceeded the disclosure
requirements.  Additionally, the Company has filed the documents
relating to these transactions as required by Regulation S-K as exhibits to its
SEC filings and therefore all of the details regarding these transactions are
readily available to the Staff and to the public.  We believe, through
the Company’s SEC filings and the Company’s three letters to the Staff on these
matters, we have provided all of the information that can be provided to the
Staff on these matters.  Therefore, if any open questions remain, we
request a conference call with the Staff prior to the Staff issuing another
comment letter to the Company.  We would welcome the opportunity to
address and resolve any remaining concerns.  My direct line is (617)
243-0060.

    Regards,

      /s/ Amy M.
Trombly

      Amy M.
Trombly, Esq.

January 13, 2011
 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 December 23, 2010
  File No. 333-171411

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.  Where you do not beli eve 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.

1. We note the comments on your Form 10-K for the fiscal year ended March 31, 2010 that
were issued on January 13, 2011.  Please conf irm that you will resolve any comments on
your Form 10-K before requesting acceleration of the effective date of this registration
statement.   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
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.

Hojabr Alimi
Oculus Innovative Sciences, Inc. January 13, 2011 Page 2

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 Aslynn Hogue  at (202) 551-3841 or Jay Mu mford, Senior Attorney, at
(202) 551-3637 with any questions.

Sincerely,

Russell Mancuso Branch Chief
 cc (by facsimile):   Amy Trombly, Esq. –– Trombly Business Law, PC

CORRESP
1
filename1.htm

    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

November 8, 2010
  Jim Schutz Chief Operating Officer, General Counsel, Corporate Secretary and Director Oculus Innovative Sciences, Inc. 1129 N. McDowell Blvd. Petaluma, CA 94954
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 Mr. Schutz:
 We have reviewed your filing 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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have  additional comments.
 Item 12. Security Ownership of Certain Beneficial Owners . . . , page 75

1. We note your response to prior comment 3 rega rding the beneficial ownership of Robert
Burlingame.  Please expand your analysis s upporting your determination that Robert
Burlingame beneficially owned less than 5%  of your outstanding co mmon 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 file d on July 8, 2009 including the reasons for
the difference between the Schedule 13D and the disclosure of beneficial ownership
in your proxy statement f iled on July 29, 2009; and

Jim Schutz
Oculus Innovative Sciences, Inc.
November 8, 2010 Page 2

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

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 pr ovide 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 be neficial ownership was not required in your
proxy statement filed on July 29, 2010.
 3. We note the final paragraph of your response to prior comment 3.  Please tell us what
transactions you entered into w ith Robert or Seamus Burlingame that you did not believe
were material as of July 29, 2010, but have in creased in importance subsequent to that
date.  Please tell us how you made the determin ation not to disclose or file as exhibits
these agreements.
 Item 13. Certain Relationships,
Related  Transactions . . . , page 75
 4. We note your response to prior comment 5.  Please tell us:

• whether Robert or Seamus Burlingame pur chased any shares under their January 26,
2009 purchase agreements before their agr eements were rescinded and replaced;
• how replacing the separate purchase agr eements with a single new agreement
changed the purchase obligations of  Robert and Seamus Burlingame;
• whether your disclosure of the purchase agreement includes all material terms; for
example, we note your response in prior comment 3 regarding restrictions on the
exercise of warrant s purchased; and
• how you determined that Seamus Burli ngame was not a related party given
Instruction 1(a)(iii) and Instruction 1(b)(i) to Regulation S-K Item 404(a).
 5. It remains unclear from your response to pr ior comment 6 why you did not file your July
24, 2009 amendment to your commercial agreem ent to sell Vetericyn products or your
September 15, 2009 commercial agreement to se ll your Microcyn over-the-counter liquid
and gel products.  For example, please tell us the basis for your dete rmination that neither
contract was material under Ru le 404 of Regulation S-K.  Please also tell us why you did
not file your June 1, 2010 and September 1, 2010 amendments to your commercial
agreement to sell your Microcyn over-the-c ounter liquid and gel products, which you
mention on page 10 of your Form 10-Q filed on November 4, 2010.

Jim Schutz
Oculus Innovative Sciences, Inc.
November 8, 2010 Page 3

Exhibits

 6. We note that you submitted a request for confid ential treatment for th ree exhibits filed
with your Form 10-Q on November 4, 2010, Exhibits 10.44 to 10.46.  We will address this request in a separate letter.  Pl ease resolve those comments, if any.
 7. Please tell us how Exhibit 10.50 between you “and the Investors listed on Schedule A” is
enforceable given your response to prior comment 7 that Schedule A was never completed.  Please also tell us how this affects your other disclosure, such as your risk factor disclosure.
Exhibit 21.1

 8. We note that your response to prior comment 8 did not clarify your current subsidiaries
or tell us how Exhibit 21.1 was consistent with your disclosure in “Principles of
Consolidation” on page 52.  T hus, we reissue the comment.  We also note from page 8 of
Exhibit 10.2 to the Form 8-K filed on May 6, 2010 that you are the majority owner of or
are in control relationship with MicroMed Laboratories, Inc. and L3 Pharmaceuticals,
Inc.  As part of your respons e, please explain how your list of  subsidiaries “was correct,”
why the two disclosures were inconsistent, and the reason for any changes in the disclosure.

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 include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Jim Schutz
Oculus Innovative Sciences, Inc. November 8, 2010 Page 4

You may contact Aslynn Hogue at (202) 551-3841 or Jay Mu mford, Senior Attorney, at
(202) 551-3637 with any questions.
Sincerely,

Russell Mancuso Branch Chief

CORRESP
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filename1.htm

    Unassociated Document

    October
29, 2010

    United
States Securities and Exchange Commission

    Division
of Corporate Finance

    100 F
Street, N.E., Mail Stop 3030

    Washington,
D.C. 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:

    In
response to comments received from the staff of the Securities and Exchange
Commission (the “Staff”) on the Form 10-K for the fiscal year ended March 31,
2010, the undersigned, being the Chief
Operating Officer and General Counsel of Oculus Innovative Sciences,
Inc., hereby certifies the following:

              ·

              Oculus
      Innovative Sciences, Inc. is responsible for both the adequacy and
      accuracy of the disclosure in the Form 10-K filed June 8,
      2010;

              ·

              Oculus
      Innovative Sciences, Inc. acknowledges that the Staff comments or changes
      made in response to Staff comments do not foreclose the Commission from
      taking any action with respect to the Form 10-K;
  and

              ·

              Oculus
      Innovative Sciences, Inc. acknowledges that it may not assert Staff
      comments as a defense in any proceeding initiated by the Commission or any
      person under the federal securities laws of the United
    States.

                   /s/ Jim Schutz

                  Jim
      Schutz

                    Chief
      Operating Officer and General Counsel

                  Date:  October
      29, 2010

September 30, 2010
  Jim Schutz Chief Operating Officer, General Counsel, Corporate Secretary and Director Oculus Innovative Sciences, Inc. 1129 N. McDowell Blvd. Petaluma, CA 94954
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 Mr. Schutz:
 We have reviewed your filing 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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have  additional comments.
 Item 10. Directors, Executive Officer s and Corporate Governance, page 75

 1. Please revise future filings to discuss briefl y, for each director, the specific experience,
qualifications, attributes or skills that led to the conclusion that the person should serve as
a director, in light of  your business and structure.  Re fer to Regulation S-K Item 401(e).
 Item 11. Executive Compensation, page 75

 2. Please revise future filings to describe any material factors necessary to an understanding
of the information disclosed in the summary compensation table.  For example, we note
that you did not discuss the $23,000 cash bonus awarded to Mr. Schutz on pages 15-17 of the definitive proxy statement, which was incorp orated by reference.  Refer to Regulation
S-K Item 402(o).

Jim Schutz
Oculus Innovative Sciences, Inc.
September 30, 2010 Page 2

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

 3. We note your disclosure on page 18 of your  definitive proxy statement, which was
incorporated by reference.  Please tell us how you determined that Robert Burlingame and Seamus Burlingame did not beneficial ly own more than 5% of your outstanding
common stock.  We note your previous disclo sure on page 19 of your definitive proxy
statement filed July 29, 2009 that as of  July 29, 2009 these two individuals owned
1,755,486 and 1,580,504 shares, respectively, and it appears that you have had multiple direct transactions with these individuals.
 Item 13. Certain Relationships,
Related  Transactions . . . , page 75
 4. Please revise future filings to include the approximate dollar value of the listed related party transactions, the largest aggregat e amount outstanding during the period, the
amount paid during the period, and the amount outs tanding at the latest  practicable date.
Refer to Regulation S-K Item 404(a).
 5. We note that you do not appear to have descri bed all of your related party transactions.
For example, it is unclear why you have not:

• Described the terms of your purchase ag reement with Robert Burlingame dated
January 26, 2009;
• Disclosed your agreements with Seam us Burlingame on January 26, 2009 and
February 24, 2009; and
• Explained the impact of th e termination of the January  26, 2009 purchase agreements
with Robert Burlingame and Seamus Burlingame in the February 24, 2009 purchase agreement, which are included as exhibits to your filing.  For example, had Robert or
Seamus Burlingame purchased shares under the January 26, 2009 purchase agreements?  What were the changes in  the material terms of the purchase
agreements?
Please tell us why you have not provided su ch disclosure and how you intend to address
this in future filings.
 6. Please tell us why you did not file as exhibits your Ju ly 24, 2009 amendment to your
commercial agreement to sell your Veteri cyn products or your September 15, 2009
commercial agreement to sell your Microcyn over-the-counter liqui d and gel products.
Refer to Regulation S-K Item 601(b)(10).
 Exhibits

 7. Please file complete Exhibits 10.41, 10.42, 10.49, and 10.50, including all exhibits and
signature pages.  We note that Exhibits 10.41, 10.42, and 10.49 did not include the

Jim Schutz
Oculus Innovative Sciences, Inc. September 30, 2010 Page 3

signature pages with names and signatures of the purchasers or investors and that
Exhibits 10.49 and 10.50 do not list a ny investors in Schedule A.
 Exhibit 21.1

 8. Tell us, with a view towards revising your disc losure, what are your current subsidiaries.
We note that the list of subsidiaries incorpor ated by reference is not consistent with your
disclosure in “Principles of Consolidation” on page 52.

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 include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

You may contact Aslynn Hogue at (202) 551-3841 or Jay Mu mford, Senior Attorney, at
(202) 551-3637 with any questions.
Sincerely,

Russell Mancuso Branch Chief

CORRESP
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corresp

    1320 Centre Street, Suite 202

Newton, MA 02459

Phone: 617-243-0060

Fax: 617-243-0066

September 3, 2009

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3030

Washington, DC 20549

Attn: Geoffrey Kruczek

    Re:

    Oculus Innovative Sciences, Inc.

Post-effective amendment on Form S-1

File No. 333-157776

Dear Mr. Kruczek:

I am securities counsel for Oculus Innovative Sciences, Inc. (the “Company”). I am responding to
further comments received from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) in their letter dated August 13, 2009. I enclose for filing under the
Securities Act of 1933, as amended, Amendment No. 3 to the post-effective amendment on Form S-1,
File No. 333-157776, together with certain exhibits thereto (the “Amendment”).

Set forth below are the Company’s responses to the Staff’s comments. The numbering of the
responses corresponds to the numbering of the comments in the letter from the Staff.

    Comment 1.

    We note your response to prior comment 1; however, your “Explanatory Note” before your prospectus cover continues
to disclose that you are attempting to “decrease the number of shares of common stock included in the Registration
Statement” by a number that appears to include shares that have been sold or transferred by the selling
stockholders. Therefore, we reissue the comment.

    Response 1.

    After prior correspondence and further discussion with the Staff, the Company has revised the Amendment to include
the proposed text in the Company’s letter of August 27, 2009.

    The Company has made this edit in an amendment to the post-effective amendment. After discussions with the Staff,
the Company did not withdraw the prior amendment to the post-effective amendment prior to filing the Amendment
because the revisions add detail to the Explanatory Note and there are no substantive revisions or modifications to
the rest of the document. The only item the Company changed is the Explanatory Note language along with other very
minor updating revisions including updating the date of the document.

    Comment 2.

    Please include in your response the acknowledgements from the registrant mentioned at the end of this letter.

    Response 2.

    The Company has provided the acknowledgments under separate cover.

If you have further questions or comments, please feel free to contact us. We are happy to
cooperate in any way we can.

    Regards,

    /s/  Amy M. Trombly

    Amy M. Trombly, counsel to Oculus Innovative

    Sciences, Inc.

CORRESP
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CORRESP

[Company letterhead]

September 2, 2009

VIA FACSIMILE TO (703) 813-6985 AND EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3030

Washington, DC 20549

    Attn:

    Geoffrey Kruczek

    Re:

    Oculus Innovative Sciences, Inc.

    Post-effective amendment on Form S-1

    File No. 333-157776

Dear Mr. Kruczek:

I am the Vice President and General Counsel of Oculus Innovative Sciences, Inc. (the “Company”).
In response to comments received from the staff of the Securities and Exchange Commission (the
“Staff”) in their letter dated August 13, 2009, the Company acknowledges 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 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.

    Very truly yours,

    OCULUS INNOVATIVE SCIENCES, INC.

    By:

    /s/ Jim Schutz

Jim Schutz

    Vice President and General Counsel

    cc: Amy Trombly, Esq.

CORRESP
1
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corresp

    1320 Centre Street, Suite 202

Newton,MA 02459
 Phone: 617-243-0060

Fax: 617-243-0066

August 27, 2009

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3030

Washington, DC 20549

Attn: Geoffrey Kruczek

    Re:

    Oculus Innovative Sciences, Inc.

Post-effective amendment on Form S-1

Filed August 7, 2009

File No. 333-157776

Dear Mr. Kruczek:

I am securities counsel for Oculus Innovative Sciences, Inc. (the “Company”). I am responding
further to the comments received from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) in their letter dated August 13, 2009.

Set forth below are the Company’s responses to the Staff’s comments. The numbering of the response
corresponds to the numbering of the comment in the letter from the Staff.

    Comment 1.

    We note your response to prior comment 1; however, your
“Explanatory Note” before your prospectus cover continues to
disclose that you are attempting to “decrease the number of
shares of common stock included in the Registration Statement”
by a number that appears to include shares that have been sold
or transferred by the selling stockholders. Therefore, we
reissue the comment.

    Response 1.

    After prior correspondence and further discussion with the
Staff, we propose to revise the Explanatory Note to state the
following:

    This Post-Effective Amendment No. 2 to Form S-1 (this “Post-Effective
Amendment”) is being filed by Oculus Innovative Sciences, Inc. (the
“Company”) pursuant to the undertakings in Item 17 of the registration
statement on Form S-1 (Registration No. 333-157776) (the “Registration
Statement”), which was previously declared effective by the Securities
and Exchange Commission on March 26, 2009, to (i) include the
consolidated financial statements and the notes thereto included in the
Company’s Annual Report on Form 10-K for the fiscal year ended March 31,
2009, (ii) update certain other information in the Registration
Statement, (iii) decrease the number of shares of common stock included
in the Registration Statement from 4,886,724 to 4,413,314 to reflect
the deregistration of 473,410 shares underlying Series C warrants
described in the Registration Statement, which shares have not been
issued, and (iv) an update to the disclosure to

    reflect that 1,483,024 shares that were previously described in the
Registration Statement have been subsequently sold or otherwise
transferred by the selling stockholders. No additional securities are
being registered under this Post-Effective Amendment. Based on
information received by the Company, no shares were sold by the selling
stockholders pursuant to the Registration Statement since June 11, 2009,
the date on which the Company filed its Annual Report on Form 10-K. All
applicable registration fees were paid at the time of the original
filing of the Registration Statement.

    The Company proposes to make this edit in a 424 final prospectus instead of
an additional amendment to the post-effective amendment. While the proposed
revisions add detail to the Explanatory Note, there are no substantive
revisions or modifications. Additionally, the only item the Company
proposes to change is the Explanatory Note language along with other very
minor updating revisions including updating the date of the document.
Finally, the Company proposes to include the Explanatory Note immediately
after the Cover Page of the 424 final prospectus.

    Comment 2.

    Please include in your response the acknowledgements from the
registrant mentioned at the end of this letter.

    Response 2.

    The Company will provide the acknowledgments from the
registrant under separate cover.

If you have further questions or comments, please feel free to contact us. We are happy to
cooperate in any way we can.

    Regards,

    /s/ Amy M. Trombly

    Amy M. Trombly, counsel to Oculus Innovative

    Sciences, Inc.

CORRESP
1
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FORM CORRESP

August 18, 2009

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3030

Washington, DC 20549

    Attn:

    Geoffrey Kruczek

    Re:

    Oculus Innovative Sciences, Inc.

    Post-effective amendment on Form S-1

    Filed August 7, 2009

    File No. 333-157776

Dear Mr. Kruczek:

I am securities counsel for Oculus Innovative Sciences, Inc. (the “Company”). I am writing in
response to comments received from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) in their letter dated August 13, 2009 regarding the
post-effective amendment to the Form S-1, File No. 333-157776, together with certain exhibits
thereto (the “Registration Statement”).

Set forth below are the Company’s responses to the Staff’s comments. The numbering of the response
corresponds to the numbering of the comment in the letter from the Staff.

    Comment 1.

    We note your response to prior comment 1; however, your
“Explanatory Note” before your prospectus cover continues to
disclose that you are attempting to “decrease the number of
shares of common stock included in the Registration Statement”
by a number that appears to include shares that have been sold
or transferred by the selling stockholders. Therefore, we
reissue the comment.

    Response 1.

    We propose to revise the language so that it reads as follows:

    This Post-Effective Amendment No. 2 to Form S-1 (this “Post-Effective Amendment”)
is being filed by Oculus Innovative Sciences, Inc. (the “Company”) pursuant to the
undertakings in Item 17 of the registration statement on Form S-1 (Registration No.
333-157776) (the “Registration Statement”), which was previously declared effective
by the Securities and Exchange Commission on March 26, 2009, to (i) include the
consolidated financial statements and the notes thereto included in the Company’s
Annual Report on Form 10-K for the fiscal year ended March 31, 2009, (ii) update
certain other information in the Registration Statement and (iii) decrease the
number of shares of common stock included in the Registration Statement from
4,886,724 to 2,930,290. The decrease in registered shares reflects (i) the
deregistration of 473,410 shares underlying Series C warrants described in the
Registration Statement, which shares have not been issued, and (ii) an update to
the disclosure to reflect 1,483,024 shares that were previously registered by the
Registration

    Statement
and were subsequently sold or otherwise transferred by the selling stockholders. No
additional securities are being registered under this Post-Effective Amendment.
Based on information received by the Company, no shares were sold by the selling
stockholders pursuant to the Registration Statement since June 11, 2009, the date
on which the Company filed its Annual Report on Form 10-K. All applicable
registration fees were paid at the time of the original filing of the Registration
Statement.

    Comment 2.

    Please include in your response the acknowledgements from the
registrant mentioned at the end of this letter.

    Response 2.

    The Company will comply with the Staff’s comment upon filing
the Registration Statement.

If you have further questions or comments, please feel free to contact us. We are happy to
cooperate in any way we can.

    Regards,

    /s/ Amy M. Trombly

    Amy M. Trombly, counsel to the Company

cc: James Schutz, Oculus Innovative Sciences, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
   M a i l  S t o p  3 0 3 0
       August 13, 2009

         Hojabr Alimi Chief Executive Officer Oculus Innovative Sciences, Inc. 1129 N. McDowell Blvd. Petaluma, CA  94954
Re: Oculus Innovative Sciences, Inc.
Post-effective amendment to Form S-1 Filed August 7, 2009
  File No. 333-157776

Dear Mr. Alimi:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.   We welcome any questions you may have  about our comments or any other
aspect of our review.  Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.  1. We note your response to prior comment  1; however, your “Explanatory Note”
before your prospectus cover continues to disclose that you are attempting to
“decrease the number of shares of co mmon stock included in the Registration
Statement” by a number that appears to in clude shares that have been sold or
transferred by the selling stockholders.  Therefore, we reissue the comment.

2. Please include in your response the ac knowledgements from the registrant
mentioned at the end of this letter.

*  *  *  *  *  *

Hojabr Alimi
Oculus Innovative Sciences, Inc. August 13, 2009 Page 2
As appropriate, please amend your filing in response to these comments.  You
may wish to provide us with marked copies of the amendments to expedite our review.
Please furnish a cover letter with your amendments that keys your responses to our
comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendments and responses to our comments.
 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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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.
 Before the amended registration statemen t is declared effective pursuant to
Section 8 of the Securities Act, the co mpany should provide us with a letter,
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 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.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
Please contact Geoffrey Kruczek at (202)  551-3641 or me at (202) 551-3617 with
any other questions.

    S i n c e r e l y ,          Russell Mancuso     B r a n c h  C h i e f
cc (via fax): Amy M. Trombly, Esq.

CORRESP
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corresp

August 7, 2009

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Geoffrey Kruczek

    Re:

    Oculus Innovative Sciences, Inc.

Post-Effective Amendment on Form S-1

File No. 333-157776

Dear Mr. Kruczek:

I am securities counsel for Oculus Innovative Sciences, Inc. (the “Company”). I enclose for filing
under the Securities Act of 1933, as amended, Amendment No. 2 to the Post-Effective Amendment to
Form S-1, File No. 333-157776, together with certain exhibits thereto (the “Amendment”).

The Amendment contains revisions that have been made in response to the comment received from the
staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in their
letter dated July 31, 2009.

Set forth below is the Company’s response to the Staff’s comment. The numbering of the response
corresponds to the numbering of the comment in the letter from the Staff.

    Comment 1.

    You may not deregister a transaction that has occurred. In
this regard, we note your statement that this amendment seeks
to deregister shares sold or transferred by the selling
stockholders. Please withdraw this amendment and revise
accordingly.

    Response 1.

    The Company has complied with the Staff’s comment.

If you have further questions or comments, please feel free to contact us. We are happy to
cooperate in any way we can.

    Regards,

    /s/  Amy M. Trombly

    Amy M. Trombly

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
   M a i l  S t o p  3 0 3 0
       July 31, 2009

         Hojabr Alimi Chief Executive Officer Oculus Innovative Sciences, Inc. 1129 N. McDowell Blvd. Petaluma, CA  94954
Re: Oculus Innovative Sciences, Inc.
Post-effective amendment to Form S-1 Filed July 24, 2009
  File No. 333-157776

Dear Mr. Alimi:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.   We welcome any questions you may have  about our comments or any other
aspect of our review.  Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.  Explanatory Note

 1. You may not deregister a transaction that has occurred.  In this regard, we note
your statement that this amendment seeks to  deregister shares sold or transferred
by the selling stockholders.  Please w ithdraw this amendment and revise
accordingly.

*  *  *  *  *  *

Hojabr Alimi
Oculus Innovative Sciences, Inc.
July 31, 2009 Page 2
As appropriate, please amend your filing in response to these comments.  You
may wish to provide us with marked copies of the amendments to expedite our review.
Please furnish a cover letter with your amendments that keys your responses to our
comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendments and responses to our comments.
 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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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.
 Before the amended registration statemen t is declared effective pursuant to
Section 8 of the Securities Act, the co mpany should provide us with a letter,
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 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.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
Please contact Geoffrey Kruczek at (202)  551-3641 or me at (202) 551-3617 with
any other questions.

    S i n c e r e l y ,          Russell Mancuso     B r a n c h  C h i e f
cc (via fax): Amy M. Trombly, Esq.

Hojabr Alimi
Oculus Innovative Sciences, Inc. July 31, 2009 Page 3

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SEC CORRESPONDENCE LETTER

    1320 Centre Street, Suite 202

Newton, MA 02459

Phone: 617-243-0060

Fax:  617-243-0066

July 24, 2009

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3030

Washington, DC 20549

    Attn:

    Geoffrey Kruczek

    Re:

    Oculus Innovative Sciences, Inc.

    Post-Effective Amendment to Form S-1

    File No. 333-157776

Dear Mr. Kruczek:

I am securities counsel for Oculus Innovative Sciences, Inc. (the “Company”). I enclose for filing
under the Securities Act of 1933, as amended, Post-Effective
Amendment No. 2 to
Form S-1, File No. 333-157776, together with certain exhibits thereto (the “Amendment”).

The Amendment contains revisions that have been made in response to comments received from the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in their letter
dated July 20, 2009.

Set forth below are the Company’s responses to the Staff’s comments. The numbering of the
responses corresponds to the numbering of the comments in the letter from the Staff.

    Comment 1.

    Please revise your document to comply with all applicable
comments in our letter dated July 16, 2009 and any follow-up
letters regarding your registration statement on Form S-1,
File No. 333-158539. In your response to this letter, please
clearly indicate how and where you have applied each of those
comments in this registration statement.

    Response 1.

    The Company has revised the Amendment to comply with all
applicable comments contained in the Staff’s letter dated July
16, 2009 (the “July 16th Letter”). The following
indicates how and where the Company has applied each comment
which required revision to the document.

    July 16th

    Letter

Corresponding Change

    Comment 2:

    The Company has made the disclosure
in the Prospectus Summary more
prominent by including it as a
standalone paragraph and reversing
the order of the sentences so it now
reads:

“We do not have the necessary
regulatory approvals to market
Microcyn in the United States as a
drug, nor do we have the necessary
regulatory clearance or

    July 16th

    Letter

    Corresponding Change

    approval to market Microcyn in the United States as a
medical device for an antimicrobial or wound healing
indication. Our device product is cleared for sale in
the United States as a 510(k) medical device for
wound cleaning, debridement, lubricating, moistening
and dressing; is a device under CE Mark in Europe; is
approved by the State Food and Drug Administration,
or SFDA, in China as a technology that reduces the
propagation of microbes in wounds and creates a moist
environment for wound healing; and is approved as a
drug in India and Mexico.”

    The Company notes that the disclosure is made
prominent by its positioning in a box with
substantial white space. The Company also believes
that relocating the statement that the Company does
not have the necessary regulatory approvals to market
Microcyn as a drug or a medical device for an
antimicrobial or wound healing indication as the
first sentence, in a separate paragraph, as one of
just four short paragraphs under the heading “About
Us” and as part of a single page summary, prominently
features the disclosure.

    Additionally, the Company has revised the disclosure
under the heading “Description of Business” to
address the second bullet point of Staff Comment 2.
To assist the Staff’s review, the following table
indicates under which heading disclosure addressing
each regulatory issue raised by the Staff in its
Comment 2 appears:

    Regulatory Issue

    Under Heading

    •

    the FDA’s statutory and regulatory
requirements for approval of a new
drug and the requirements of a New
Drug Application;

    Government Regulation

    •

    device classification information;

    Medical Device Regulation

    •

    investigational device exemption
requirements;

    Medical Device Regulation

    •

    obligations of a sponsor of an
investigational device exemption;

    Medical Device Regulation

    •

    pre-market approval application
requirements and conditions of
approval;

    Medical Device Regulation

    •

    duration of the process;

    Government Regulation

    Pharmaceutical Product Regulation

    •

    registration and labeling
requirements;

    Medical Device Regulation

Pharmaceutical Product Regulation

    •

    advertising and promotion;

    Medical Device Regulation

    •

    quality system regulation and
manufacturing of the product;

    Medical Device Regulation

    •

    post-market reporting and
record-keeping requirements,
including medical device
reporting and reports
of corrections or removals;

    Medical Device Regulation

    •

    import and export
requirements; and

    Medical Device Regulation

    •

    potential sanctions for violations.

    Medical Device Regulation

    As described in the revised disclosure, particularly under the heading Market
Device Regulation, FDA regulations prohibit the advertising and promotion of a
medical device for any use outside the scope of a 510(k) clearance, pre-market
approval or for unsupported safety or effectiveness claims. The Company
respectfully notes that the Amendment is not intended to advertise or promote the

    July 16th

    Letter

    Corresponding Change

    Company’s product. Rather, the
Amendment’s purpose is to provide
investors with adequate information
about the Company’s business to
enable them to make an informed
investment decision. To that end,
Form S-1 requires that the Company
include, among other things, the
information required by Item 101 of
Regulation S-K. Item 101 requires,
in part, that the Company provide
investors with a narrative
description of the business.

    In order to comply with this
disclosure requirement, the Company
must include information about its
business, including its products.
This requires the Company to make
statements which are necessarily
broader than those it may make when
marketing and promoting its
products. The second paragraph under
the heading “Our Business” clearly
lists the indications for which the
Company’s product has received
510(k) clearance. Further,
statements that are consistent with
the 510(k) clearances are clearly
marked as such. On the other hand,
statements that are based on the
Company’s reasonable beliefs and
conclusions use language such as “we
believe” and “suggests.” For
instance, under the heading “Our
Solution,” bullets four and five
each include a claim that “[o]ur
510(k) label states,” indicating
such statement is consistent with
our 510(k) clearances. In contrast,
the remaining bullets indicate that
“we believe” the stated claim or
that a set of facts “suggest” such
claim is true.

    Common Stock to be registered, page 1

    Comment 2.

    Please clarify the number of shares registered for sale
on this registration statement that underlie each class
of your warrants.

    Response 2.

    The Company has revised the Amendment to clarify that it
registered an aggregate of 3,035,290 shares of common
stock which is comprised of 996,088 shares of common
stock, 869,658 shares of common stock underlying the
Series A Warrants and 1,169,544 shares of common stock
underlying the Series B Warrants.

    Selling Security Holders, page 17

    Comment 3.

    According to your explanatory note, you are
deregistering 473,410 shares of common stock underlying
Series C warrants. However, your response to prior
comment 3 in your letter dated July 9, 2009 regarding
registration statement file number 333-158539 indicated
that you would “deregister 584,772 shares of common
stock” issuable upon exercise of the Series C warrants.
Please tell us the reason for the difference. Also tell
us how you arrived at the 584,772 number mentioned in
your response.

    Response 3.

    The Company is deregistering an aggregate of 584,772
shares of common stock underlying the Series C Warrants
that may be issued pursuant to the Purchase Agreement
dated February 6, 2009 (the “Purchase Agreement”). Of
the shares underlying the Series C Warrants, 473,410
were originally registered on the registration statement
file number 333-157776 and the remaining 111,362 were
originally registered on the registration statement file
number 333-158539. In the current Amendment, the
Company has reduced the total number of shares
registered to reflect the removal of 473,410 shares.
The reference to the 584,772 number in the Company’s
response to comment 3 in its letter dated July 9, 2009
was intended to capture the aggregate number of shares
underlying Series C Warrants that may be issued if all
of the Series B Warrants issued pursuant to the Purchase
Agreement are exercised. Upon closer examination, the
Company determined that only 473,410 of those shares
were registered on the registration statement file
number 333-157776.

    Comment 4.

    Please tell us whether any shares underlying the Series
C warrants were sold by the selling security holders.

    Response 4.

    Pursuant to the Purchase Agreement, for every two shares
of common stock an investor purchases upon exercise of a
Series B Warrant, the investor will receive one Series C
Warrant. The Series B Warrants will not be exercisable
until August 6, 2009, which is six months after
issuance, and therefore are not currently exercisable.
As a result, the Company has not issued any Series C
Warrants and the selling security holders have not sold
any shares underlying the Series C Warrants.

    Comment 5.

    Please disclose the identity of the natural person who
exercises the sole or shared voting and/or dispositive
powers with respect to the shares to be offered by
Cranshire Capital. It appears from note 5 to your table
that you have only identified the natural person who has
voting control over Downsview. Also disclose the
identity of the natural persons who exercise sole or
shared voting power with respect to the shares offered
by Rockmore. It appears from note 7 to your table that
you have only identified natural persons who share
dispositive power over the shares held by Rockmore.
Alternatively, tell us how Rockmore and its affiliates
operate their business such that no natural person
directly or indirectly exercises sole or shared voting
power.

    Response 5.

    The Company has complied with the
Staff’s comment.

    Comment 6.

    Please tell us whether any of the selling stockholders
is a broker-dealer or affiliate of a broker-dealer.

    Response 6.

    Based upon information provided
to the  Company by the Selling Stockholders, none of the Selling Stockholders
is a broker-dealer or an affiliate of a broker dealer.

    Comment 7.

    Please revise the information in the fourth column of
your table regarding the number of shares Seamus
Burlingame will own after this offering. Given the
number of shares disclosed in columns two and three, it
is unclear how you determined that he will hold only
16,667 shares after this offering.

    Response 7.

    The Company has complied with the Staff’s comment.

    Executive Compensation, page 41

    Comment 8.

    Please revise to include the disclosures required by Item
402(r) of Regulation S-K, including all required tables.

    Response 8.

    The Company has complied with the Staff’s comment.

    Security Ownership, page 45

    Comment 9.

    It appears from your disclosure here and notes 5 and 6 to the
table that the number of shares beneficially owned by Robert
and Seamus Burlingame do not include the shares underlying
the Series A and B warrants they acquired in February 2009.
Given your disclosure on page 2 regarding when those warrants
become exercisable, it appears that the Burlingames may now
acquire the shares underlying those warrants within 60 days.
Also, given the exercise period for the Series A and B
warrants issued by you to the investors in the February 6,
2009 offering, it appears that those investors may now
acquire the shares underlying those warrants within 60 days.
Please update your beneficial ownership and selling
stockholders tables to include the shares underlying the
warrants as appropriate; see Rule 13d-3(d)(1)(i).

    Response 9.

    The Company has complied with the Staff’s comment.

    Undertakings, page II-8

    Comment 10.

    Please include the undertakings required by Regulation S-K
Item 512(a)(5)(ii) and (a)(6).

    Response 10.

    The Company has complied with the Staff’s comment.

    Exhibits

    Comment 11.

    Please tell us why exhibit 23.1 is not signed by the same
auditor that signed the report appearing on page F-1.

    Response 11.

    The auditor whose report appears on page F-1 and who signed
the consent is the same firm, Marcum LLP. The consent
included as exhibit 23.1 to the Amendment includes the
correct name.

If you have further questions or comments, please feel free to contact us. We are happy to
cooperate in any way we can.

    Regards,

    /s/ Amy M. Trombly

CORRESP
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CORRESPONDENCE

[Company Letterhead]

July 24, 2009

VIA FACSIMILE TO (703) 813-6985 AND EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3030

Washington, DC 20549

Attention: Geoffrey Kruczek

    Re:

    Oculus Innovative Sciences, Inc.

    File No. 333-158539

Dear Mr. Kruczek:

Pursuant to Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as
amended, the undersigned, as the placement agent of units as described in the
above-captioned Registration Statement on Form S-1 (the “Registration Statement”), hereby join in
the request of Oculus Innovative Sciences, Inc. that the effectiveness of the Registration
Statement be accelerated to July 24, 2009 at 4:30 pm EST or as soon as practicable thereafter.

In connection with this acceleration request and pursuant to Rule 460 of the Securities Act, the
following information is provided with respect to the distribution to date, of the preliminary
prospectus dated July 21, 2009:

    Number of

    To Whom Distributed

    Copies

    Underwriters

    —

    Institutional Investors

    46

    Individuals

    562

    Other Broker-Dealers

    1,028

    Total

    1,636

With respect to Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), the undersigned has distributed or will distribute copies of the preliminary prospectus at
least 48 hours prior to the date confirmations of sale are expected to be mailed. In addition,
each underwriter and each selected dealer, if any, will represent to the undersigned that it has
and will comply with Rule 15c2-8 under the Exchange Act.

    Very truly yours,

DAWSON JAMES SECURITIES, INC.

    /s/ Albert Poliak

    By:  Albert Poliak, President

CORRESP
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corresp

[Company Letterhead]

July 24, 2009

VIA FACSIMILE TO (703) 813-6985 AND EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3030

Washington, DC 20549

Attention: Geoffrey Kruczek

    Re:

    Oculus Innovative Sciences, Inc.

File No. 333-158539

Dear Mr. Kruczek:

Pursuant to Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as
amended, Oculus Innovative Sciences, Inc. (the “Company”), hereby requests that the above-captioned
Registration Statement on Form S-1 (the “Registration Statement”) be accelerated to July 24, 2009
at 4:30 pm EST or as soon as practicable thereafter. The Company acknowledges 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 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.

The cooperation of the staff in meeting the Company’s request is very much appreciated. Please call
Amy Trombly at (617) 243-0060 if you have any questions or if we can otherwise be of assistance to
you.

    Very truly yours,

OCULUS INNOVATIVE SCIENCES, INC.

    By:

/s/
Jim Schutz

    Jim Schutz

    Vice President and General Counsel

cc: Amy Trombly, Esq.

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corresp

    1320 Centre Street, Suite 202

Newton, MA 02459

Phone: 617-243-0060

Fax: 617-243-0066

July 23, 2009

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3030

Washington, DC 20549

Attn: Geoffrey Kruczek

    Re:

    Oculus Innovative Sciences, Inc.

Registration Statement on Form S-1

File No. 333-158539

Dear Mr. Kruczek:

I am securities counsel for Oculus Innovative Sciences, Inc. (the “Company”). I am responding to
comments regarding the Form S-1, File No. 333-158539 (the “Registration Statement”) contained in
the letter from the staff of the Securities and Exchange Commission (the “Staff”), dated July 22,
2009.

Set forth below is the Company’s response to the Staff’s comments. The numbering of the response
corresponds to the numbering of the comment in the letter from the Staff.

Risk Factors, page 2

    Comment 1.

    We note your response to prior comment 3. Given that it is
generally not appropriate to register for resale shares that
are not outstanding that underlie another security that is not
outstanding, please feel free to contact the staff for further
guidance if you intend to do so in the future.

    Response 1.

    The Company notes the Staff’s comment.

Security Ownership..., page 9

    Comment 2.

    Please refer to prior comment 9 in our letter to you dated
July 20, 2009 regarding registration statement file number
333-157776 and update your table here as appropriate.

    Response 2.

    The Company will comply with the Staff’s comment. The
applicable revised disclosure is attached hereto as Annex A
and will be included in the prospectus filed by the Company
pursuant to Rule 424, following effectiveness of the
Registration Statement.

If you have further questions or comments, please feel free to contact us. We are happy to
cooperate in any way we can.

Regards,

/s/ Amy M. Trombly

Annex A

SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

     The
following table sets forth certain information as of July 17, 2009, as to shares of our
common stock beneficially owned by: (1) each person who is known by us to own beneficially more
than 5% of our common stock, (2) each of our named executive officers listed in the summary
compensation table, (3) each of our directors and (4) all of our directors and executive officers
as a group.

     We have determined beneficial ownership in accordance with the rules of the SEC. Except as
indicated by the footnotes below, we believe, based on the information furnished to us, that the
persons and entities named in the table below have sole voting and investment power with respect to
all shares of common stock that they beneficially own, subject to applicable community property
laws.

     In computing the number of shares of common stock beneficially owned by a person and the
percentage ownership of that person, we deemed outstanding shares of common stock subject to
options held by that person that are currently exercisable or exercisable within 60 days after July 17, 2009. We did not deem these shares outstanding, however, for the purpose of computing the
percentage ownership of any other person.

    Number of Shares of

    Percentage of

    Common Stock

    Common Stock

    Name of Beneficial Owner(1)

    Beneficially Owned

    Beneficially Owned(2)

    5% Stockholders:

    Hojabr Alimi(3)

    1,424,112

    6.8
    %

    Robert
Burlingame(4)

    1,755,486

    8.4
    %

    Seamus
Burlingame(5)

    1,580,504

    7.7
    %

    Directors and Named Executive Officers:

    Hojabr Alimi(3)

    1,424,112

    6.8
    %

    Robert
Miller(6)

    169,460

    *

    James
Schutz(7)

    234,395

    1.1
    %

    Bruce
Thornton(8)

    141,407

    *

    Robert
Burlingame(4)

    1,755,486

    10.1
    %

    Richard
Conley(9)

    271,137

    1.3
    %

    Gregory
French(10)

    193,383

    *

    Jay
Birnbaum(11)

    73,334

    *

    Gregg
Alton(12)

    51,518

    *

    All directors and executive officers
as a group (9 persons)

    4,314,232

    19.5
    %

*        Percentage of shares beneficially owned foes not exceed one percent.

    (1)

    Unless otherwise stated, the address of each beneficial owner listed on the table is
c/o Oculus Innovative Sciences, Inc., 1129 N. McDowell Blvd., Petaluma, California 94954.

    (2)

    Based on 20,582,342 common shares issued and outstanding on
July 17, 2009.

    (3)

    Mr. Alimi is our President, Chief Executive Officer and Chairman of the Board of
Directors. Mr. Alimi beneficially owns 1,011,250 shares of
common stock and 412,862 shares of
common stock issuable upon the exercise of options that are exercisable within 60 days of
July 17, 2009.

    (4)

    Mr. Burlingame is a member of our Board of Directors. Mr. Burlingame beneficially owns
1,294,931 shares of common stock, 130,000 shares of common stock issuable upon the exercise
of options that are exercisable within 60 days of July 17, 2009 and, 75,000 shares of common
stock issuable upon exercise of warrants that are exercisable within 60 days of July 17,
2009. Additionally Mr. Burlingame may be deemed to hold 200,000 shares held by
Vetericyn, Inc., a California corporation, and 55,555 shares held by Lytle Creek
Industries, an entity of which Mr. Burlingame is a majority owner. Mr. Burlingame also
holds warrants for 388,889 shares of common stock which may be
exercised within 60 days of July 17, 2009, but only to the extent
Mr. Burlingame would not, as a result of the
exercise, beneficially own more than 4.99% of our outstanding common stock.

    (5)

    Seamus Burlingame is the son of Robert Burlingame, a member of our board of directors.
Seamus Burlingame’s beneficial ownership is comprised of 1,580,504 shares of common stock.
Seamus Burlingame’s address is c/o Burlingame Industries, Inc., 3546 N. Riverside Avenue,
Rialto, CA 92377. Seamus Burlingame also holds warrants for 777,778 shares of common stock which may be
exercised within 60 days of July 17, 2009, but only to the extent he would not, as a result of the
exercise, beneficially own more than 4.99% of our outstanding common stock.

    (6)

    Mr. Miller is our Chief Financial Officer. Mr. Miller beneficially owns 60,000 shares
of common stock which include 50,000 shares held by The Miller 2005 Grandchildren’s Trust,
for which Mr. Miller is a trustee. Mr. Miller also beneficially owns 109,460 shares of
common stock issuable upon the exercise of options that are exercisable within 60 days of
July 17, 2009. Mr. Miller is the beneficial owner and has shared power with Margaret
Miller, in their capacities as trustee of The Miller 2005 Grandchildren’s Trust, to vote
and dispose of or direct the disposition of 128,605 shares, and Mr. Miller is the
beneficial owner of and has the sole power to vote and dispose of or direct the disposition
of 10,000 shares.

    (7)

    Mr. Schutz is our Vice President of Corporate Development, General Counsel, Corporate
Secretary and a member of our Board of Directors. Mr. Schutz beneficially owns 10,000
shares of common stock and 224,395 shares of common stock issuable upon the exercise of
options that are exercisable within 60 days of July 17, 2009.

    (8)

    Mr. Thornton is our Executive Vice President. Mr. Thornton beneficially owns 133,785
shares of common stock issuable upon the exercise of options that are exercisable within 60
days of July 17, 2009.

    (9)

    Mr. Conley is a member of our Board of Directors. Mr. Conley beneficially owns 42,650
shares of common stock and 228,487 shares of common stock issuable upon the exercise of
options that are exercisable within 60 days of July 17, 2009.

    (10)

    Mr. French is a member of our Board of Directors. Mr. French beneficially owns 46,664
shares of common stock and 146,719 shares of common stock issuable upon the exercise of
options that are exercisable within 60 days of July 17, 2009.

    (11)

    Mr. Birnbaum is a member of our Board of Directors. Mr. Birnbaum beneficially owns
73,334 shares of common stock issuable upon the exercise of options that are exercisable
within 60 days of July 17, 2009.

    (12)

    Mr. Alton is a member of our Board of Directors. Mr. Alton beneficially owns 51,518 shares of common stock issuable upon the exercise of options that are exercisable within 60
days of July 17, 2009.

As of July
17, 2009, there are no arrangements known to management which may result in a change in
control of our Company.

CORRESP
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July 23, 2009

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3030

Washington, DC 20549

Attn: Geoffrey Kruczek

    Re:

     Oculus Innovative Sciences, Inc.

Registration Statement on Form S-1

File No. 333-158539

Dear Mr. Kruczek:

I am securities counsel for Oculus Innovative Sciences, Inc. (the “Company”). I am responding to a
question raised in our discussion with you on July 23, 2009, regarding the Form S-1, File No.
333-158539 (the “Registration Statement”).

In Annex A to our letter to the staff the (“Staff”) of the Securities and Exchange Commission (the
“Commission”) dated July 23, 2009, we included a revised table under the heading “Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” (the
“Revised Table”). The Staff noted that, among other changes to the Revised Table, the Company
deleted BAM Opportunity Fund L.P. (“BAM”) as a
five percent stockholder.

Pursuant to Item 11(m) of Form S-1, the Company must include the information required by Item 403
of Regulation S-K. Item 403(a) requires the furnishing of certain information “as of the most
recent practicable date, substantially in the tabular form indicated, with respect to any person
(including any “group” as that term is used in section 13(d)(3) of the Exchange Act) who is known
to the registrant to be the beneficial owner of more than five percent of any class of the
registrant’s voting securities.” Additionally, Instruction 3 to Item 403 explains that “the
registrant shall be deemed to know the contents of any statements filed with the Commission
pursuant to section 13(d) or 13(g) of the Exchange Act. When applicable, a registrant may rely upon
information set forth in such statements unless the registrant knows or has reason to believe that
such information is not complete or accurate or that a statement or amendment should have been
filed and was not.”

In reliance on Instruction 3, and based on the Schedule 13G filed by BAM with the Commission on May
15, 2009 (the “Schedule 13G”), the Company included in the Registration Statement disclosure that
BAM held 1,098,545 shares of the Company’s common stock, or 5.3% of the Company’s common stock
based upon 20,582,342 common shares issued and outstanding on July 17, 2009. This disclosure is
found under the heading “Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters” contained in Amendment No. 4 to the Registration Statement filed by the
Company with the Commission on July 21, 2009 (the “Prior Table”). In reliance upon its records and
the Schedule 13G, the Company explains in footnote 4 to the Prior Table that BAM also beneficially
owns warrants to acquire 1,805,856 shares of the Company’s common stock which were exercisable
within 60 days of July 17, 2009. However, such warrants contain a contractual provision that
disallows their exercise to the extent that BAM and its affiliates would, as a result of such
exercise, beneficially own more than 4.99% of the Company’s common stock.

Subsequent to filing the Amendment, in connection with the Company’s Post-Effective Amendment to
the Registration Statement, File No. 333-157776, the Company received a selling

stockholder questionnaire (the “Questionnaire”) from BAM which indicated that it held just 32,886
shares of the Company’s Common Stock and 1,805,856 shares of the Company’s common stock which were
exercisable within 60 days of July 17, 2009. Since the Company now has knowledge that the
information in the Schedule 13G is no longer accurate, it updated the disclosure in the Revised
Table to reflect this new information.

As
indicated in the Questionnaire, BAM held shares of common stock
representing less than one percent of the
Company’s issued and outstanding common stock, as of July 17, 2009. Further, BAM can only exercise
the warrants it holds to the extent that BAM and its affiliates would not, as a result of such
exercise, beneficially own more than 4.99% of the Company’s
common stock. Therefore, BAM has ceased to be the beneficial owner of more than five percent of any class of the
registrant’s voting securities and need not be included in the Revised Table.

If you have further questions or comments, please feel free to contact us. We are happy to
cooperate in any way we can.

    Regards,

    /s/  Amy M. Trombly

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
   M a i l  S t o p  3 0 3 0
       July 22, 2009

         Hojabr Alimi Chief Executive Officer Oculus Innovative Sciences, Inc. 1129 N. McDowell Blvd. Petaluma, CA  94954
Re: Oculus Innovative Sciences, Inc.
Amendment No. 4 to Registrati on Statement on Form S-1
Filed July 21, 2009
  File No. 333-158539

Dear Mr. Alimi:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.   We welcome any questions you may have  about our comments or any other
aspect of our review.  Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.  Risk Factors, page 2

 1. We note your response to prior comment 3.  Given that it is generally not
appropriate to register fo r resale shares that are not outstanding that underlie
another security that is not outstanding, please feel fr ee to contact the staff for
further guidance if you intend to do so in the future.

Hojabr Alimi
Oculus Innovative Sciences, Inc.
July 22, 2009 Page 2  Security Ownership . . ., page 50

 2. Please refer to prior comment 9 in our letter to you dated July 20, 2009 regarding
registration statement file number 33 3-157776 and update your table here, as
appropriate.

*  *  *  *  *  *  *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
 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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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 even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 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.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

Hojabr Alimi
Oculus Innovative Sciences, Inc. July 22, 2009 Page 3
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 Please contact Geoffrey Kruczek at (202)  551-3641 or me at (202) 551-3617 with
any other questions.
    S i n c e r e l y ,          Russell Mancuso     B r a n c h  C h i e f

cc (via fax): Amy M. Trombly, Esq.

CORRESP
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    1320 Centre Street, Suite 202

Newton, MA 02459

Phone
617-243-0060

Fax 617-243-0066

July 21, 2009

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3030

Washington, DC 20549

Attn: Geoffrey Kruczek

    Re:

    Oculus Innovative Sciences, Inc.

Registration Statement on Form S-1

File No. 333-158539

Dear Mr. Kruczek:

I am securities counsel for Oculus Innovative Sciences, Inc. (the “Company”). I enclose for filing
under the Securities Act of 1933, as amended, an amendment to the Form S-1, File No. 333-158539,
together with certain exhibits thereto (the “Registration Statement”).

The Registration Statement contains revisions that have been made in response to comments received
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in their
letter dated July 16, 2009.

Set forth below is the Company’s response to the Staff’s comments. The numbering of the response
corresponds to the numbering of the comment in the letter from the Staff.

    Comment 1.

    Please note that we are not taking a position at this time
regarding the accuracy of the analysis or the conclusions in
your response to prior comment 1. Please refer to the
acknowledgements at the end of this letter that Oculus must
provide with any acceleration request.

    Response 1.

    The Company notes the Staff’s
comment. Additionally the Company will make such acknowledgments when requesting
effectiveness of the Registration Statement.

Prospectus Summary, page 1

    Comment 2.

    We note your reference to your disclosure of approval procedures in response to prior
comment 4:

    •

    Please revise the third paragraph to state clearly and prominently for what
uses you are authorized to market and sell your products in the United States
and to clearly distinguish how those authorized uses differ from authorization
to use or sell your product as a “drug” or “medical device.” If you also
elect to include in your summary authorizations in other countries or
potential future uses of your product, that disclosure should be clearly
identified as such and should appear after a clear summary of the scope of
your FDA clearance; and

    •

    Please expand the disclosure in your business description beginning on page
16 to include a full description of the scope of the FDA’s statutory and
regulatory requirements for approval of the products you intend to sell. You
should describe requirements to submit pre-market approval application to the
FDA for review that is supported by extensive data, including technical,
preclinical, clinical trials, manufacturing, and labeling to demonstrate to
the FDA’s satisfaction the safety and effectiveness of the product. Include
in your disclosure a description of the following regulatory issues, as
applicable:

    •

    the FDA’s statutory and regulatory requirements for approval of a new
drug and the requirements of a New Drug Application;

    •

    device classification information;

    •

    investigational device exemption requirements;

    •

    obligations of a sponsor of an investigational device exemption;

    •

    pre-market approval application requirements and conditions of
approval;

    •

    duration of the process;

    •

    registration and labeling requirements;

    •

    advertising and promotion;

    •

    quality system regulation and manufacturing of the product;

    •

    post-market reporting and record-keeping requirements, including
medical device reporting and reports of corrections or removals;

    •

    import and export requirements; and

    •

    potential sanctions for violations.

    Also, given your current authorizations, clarify the scope of the permitted
marketing of your product and which statements made in your prospectus are
consistent with your FDA authorization. For example, on page 16, you state that
“[p]hysician clinical studies and usage in the United States suggest that our
510(k) product may shorten hospital stays.”

    Response 2.

    The Company respectfully draws the Staff’s attention to the following disclosure
contained in the third paragraph on page 1:

    “Our device product is cleared for sale in the United
States as a 510(k) medical device for wound cleaning,

debridement, lubricating, moistening and dressing; is a device
under CE Mark in Europe; is approved by the State Food and Drug
Administration, or SFDA, in China as a technology that reduces
the propagation of microbes in wounds and creates a moist
environment for wound healing; and is approved as a drug in India
and Mexico. We do not have the necessary regulatory approvals to
market Microcyn in the United States as a drug, nor do we have
the necessary regulatory clearance or approval to market Microcyn
in the United States as a medical device for an antimicrobial or
wound healing indication.”

    In order to address Staff Comment 2, we have made this disclosure more prominent by
including it as a standalone paragraph and reversing the order of the sentences so
it now reads:

    “We do not have the necessary regulatory approvals to
market Microcyn in the United States as a drug, nor do we
have the necessary regulatory clearance or approval to
market Microcyn in the United States as a medical device
for an antimicrobial or wound healing indication. Our
device product is cleared for sale in the United States
as a 510(k) medical device for wound cleaning, debridement, lubricating, moistening and dressing; is a
device under CE Mark in Europe; is approved by the State
Food and Drug Administration, or SFDA, in China as a
technology that reduces the propagation of microbes in
wounds and creates a moist environment for wound healing;
and is approved as a drug in India and Mexico.”

    We note that the disclosure is made prominent by its positioning in a box with
substantial white space. We also believe that relocating the statement that the
Company does not have the necessary regulatory approvals to market Microcyn as a
drug or a medical devise for an antimicrobial or wound healing indication as the
first sentence, in a separate paragraph, as one of just four short paragraphs under
the heading “About Us” and as part of a single page summary, prominently features
the disclosure.

    Additionally, the Company has revised the disclosure under the heading “Description
of Business” to address the second bullet point of Staff Comment 2. To assist the
Staff’s review, the following table indicates under which heading disclosure
addressing each regulatory issue raised by the Staff in its Comment 2 appears:

    Regulatory Issue

    Under Heading

    •

    the FDA’s statutory and regulatory
requirements for approval of a new drug and
the requirements of a New Drug Application;

    Government Regulation

    •

    device classification information;

    Medical Device Regulation

    Regulatory Issue

    Under Heading

    •

    investigational device exemption
requirements;

    Medical Device Regulation

    •

    obligations of a sponsor of an
investigational device exemption;

    Medical Device Regulation

    •

    pre-market approval application
requirements and conditions of
approval;

    Medical Device Regulation

    •

    duration of the process;

    Government Regulation

Pharmaceutical Product Regulation

    •

    registration and labeling
requirements;

    Medical Device Regulation

Pharmaceutical Product Regulation

    •

    advertising and promotion;

    Medical Device Regulation

    •

    quality system regulation and
manufacturing of the product;

    Medical Device Regulation

    •

    post-market reporting and
record-keeping requirements,
including medical device
reporting and reports of
corrections or removals;

    Medical Device Regulation

    •

    import and export requirements; and

    Medical Device Regulation

    •

    potential sanctions for violations.

    Medical Device Regulation

As described in the revised disclosure, particularly under the heading Market
Device Regulation, FDA regulations prohibit the advertising and promotion of a
medical device for any use outside the scope of a 510(k) clearance, pre-market
approval or for unsupported safety or effectiveness claims. The Company
respectfully notes that the Registration Statement is not intended to advertise or
promote the Company’s product. Rather, the Registration Statement’s purpose is to
provide investors with adequate information about the Company’s business to enable
them to make an informed investment decision. To that end, Form S-1 requires that
the Company include, among other things, the information required by Item 101 of
Regulation S-K. Item 101 requires, in part, that the Company provide investors
with a narrative description of the business.

In order to comply with this disclosure requirement, the Company must include
information about its business, including its products. This requires the Company
to make statements which are necessarily broader than those it may make when
marketing and promoting its products. The second paragraph under the heading “Our
Business” clearly lists the indications for which the Company’s product has
received 510(k) clearance. Further, statements that are consistent with the 510(k)
clearances are clearly marked as such. On the other hand, statements that are
based on our reasonable beliefs and conclusions use language such as “we believe”
and “suggests.” For instance, under the heading “Our Solution,” bullets four and
five each include a claim that “[o]ur 510(k) label states,” indicating such
statement is consistent with our 510(k) clearances. In contrast, the remaining
bullets indicate that “we believe” the stated claim or that a set of facts
“suggest” such claim is true.

Risk Factors, page 2

    Comment 3.

    Given your response to prior comment 3, it appears that you
registered the resale of shares underlying the Series C
warrants before those warrants were issued. Generally, it is
inconsistent with Section 5 of the Securities Act to register
shares for resale before the related private transaction is
complete. Please tell us how registering the resale of the
shares underlying the Series C warrants before those warrants
were issued was consistent with Section 5.

Response 3.

    We note the Staff’s comment that “it appears that you registered the resale of shares underlying
the Series C Warrants before those warrants were issued.” To be clear, the shares underlying the
“Series C Warrants” referenced by the Staff are no longer registered in any Registration Statement
of the Company. To the extent shares underlying the “Series C Warrants” were included in a prior
registration statement, they have been deregistered via a post-effective amendment and to the
extent shares underlying the “Series C Warrants” were included in this Registration Statement, they
were removed with the first Amendment to the Registration Statement on May 22, 2009 — three
amendments and almost two full months ago. The Company determined to remove these shares from
registration to focus on the primary offering at hand and to reduce the time and expense of
responding to Staff comments as each amendment to the Registration Statement  creates a substantial expense to the
Company. Additionally, the Company’s stock price has been volatile along with the stock market in
general and the Company is hoping to price and close its primary offering before the market window
is lost.

    Given these real world issues and the Company’s need for capital, we have attempted to resolve
these issues with the Staff. The Staff appears to have engaged in what appears to be two lines of
questions around the “Series C Warrants” through Staff Comments 1 and 3 of its letter dated July 1,
2009. The Company specifically requested a phone conference to reach mutual understanding of the
Staff’s issues so they could be addressed. However, the Staff did not to honor this request and
instead issued again what appears to be a confusing comment without commenting on the Company’s
responses to prior Staff Comments 1 and 3. We suggest again that the Staff initiate a phone
conversation if questions remain prior to issuing another comment on this matter.

    By way of background, the “Series C Warrants” relate to two offerings that closed in February 2009.
These offerings have been repeatedly described in comment letters to the Staff, the Registration
Statement and the Company’s SEC filings. The Series C Warrants were not offered independently at
any time. The Series C Warrants were offered and sold solely as part of a Unit during February
2009. The Unit was comprised of common stock, Series A Warrants and Series B Warrants. If a
Series B Warrant is exercised, the holder of the Series B Warrant will receive another unit
consisting of common stock and a Series C Warrant. As of the date of this letter, because the
Series A and Series B Warrants are not exercisable until six months after issuance, the common
stock underlying such warrants has not been issued. Additionally, for the same reason, no Series C
Warrants have been issued. The common stock, the Series A Warrant, the Series B Warrant and the
right to obtain additional securities upon exercise of the Series A Warrants, Series B Warrants and
Series C Warrants were offered and sold as part of the same Unit. Additionally, the terms of all
of the warrants, including the exercise price, were fixed at the time of the Offering, although the
exercise price of each of the warrants is adjustable as a result of customary anti-dilution
adjustments.

    We respectfully note that the Staff has not commented that the common stock issuable upon
exercise of the Series A Warrants and the Series B Warrants has created a concern pursuant to
Section 5. We
note that, like the common stock issuable upon exercise of the Series A Warrants and the Series B
Warrants, the Series C Warrants may be acquired by only upon exercise by those holders that
purchased such Series A and Series B Warrants as part of the Units. Thus, the mere fact that a
security has not been issued prior to registration does not seem to be the sole factor in a Section
5 analysis — as implied by the Staff’s comment.

    It is a long-standing Staff position to allow Issuers to register securities that have not yet been
issued if such security may be issued in the future pursuant to a convertible security. Section
2(a)(3) of the Securities Act excludes from the definition of “offer” a right to acquire a
security that is not exercisable until some future date. It is this exclusion that allows Issuers
generally to issue securities such as warrants, options and convertible securities and that the
subsequent exercise or conversion of those securities will not be considered an “offer.” The Staff
has interpreted this Section to also permit the registration of the resale of securities that have
not yet been issued but may be issued pursuant to a warrant, option or other convertible security.
The Series C Warrants, just like the common stock underlying the Series B warrants, may be issued
in the future only to the holders of the Series B Warrant and only upon the fixed terms in the
Series B Warrant. If the Staff accepts this analysis as it relates to the stock underlying the
Series B Warrant, it is unclear from the Staff’s comment why the Staff questions this analysis if
the security is something other than common stock.

    Furthermore, we note Telephone Interpretation 69 which states the following:

“Where convertible securities or warrants are being registered under the Securities
Act, and such securities are convertible or exercisable within one year, the
underlying securities also must be registered at that time, absent an exemption from
registration for such conversion or exercise (such as Section 3(a)(9) for most
conversions). When no such exem

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
   M a i l  S t o p  3 0 3 0
       July 20, 2009

         Hojabr Alimi Chief Executive Officer Oculus Innovative Sciences, Inc. 1129 N. McDowell Blvd. Petaluma, CA  94954
Re: Oculus Innovative Sciences, Inc.
Post-effective amendment to Form S-1 Filed July 15, 2009
  File No. 333-157776

Dear Mr. Alimi:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 1. Please revise your document to comply with  all applicable comm ents in our letter
dated July 16, 2009 and any follow-up le tters regarding your registration
statement on Form S-1, File No. 333-158539.  In your response to this letter,
please clearly indicate how and where you have applied each of those comments
in this registration statement.

Hojabr Alimi
Oculus Innovative Sciences, Inc.
July 20, 2009 Page 2  Common stock to be registered, page 1

 2. Please clarify the number of shares regi stered for sale on this registration
statement that underlie each  class of your warrants.
 Selling Security Holders, page 17

 3. According to your explanatory note, you are deregistering 473,410 shares of
common stock underlying Series C warrant s.  However, your response to prior
comment 3 in your letter dated July 9, 2009 regarding registration statement file
number 333-158539 indicated that you w ould “deregister 584,772 shares of
common stock” issuable upon exercise of the Series C warrants.  Please tell us the
reason for the difference.  Also tell us how you arrived at the 584,772 number
mentioned in your response.
 4. Please tell us whether any shares underly ing the Series C warrants were sold by
the selling security holders.
 5. Please disclose the identity of the natura l person who exercises the sole or shared
voting and/or dispositive powers with re spect to the shares to be offered by
Cranshire Capital.  It appears from no te 5 to your table that you have only
identified the natural person who has voting control over Downsview.  Also disclose the identity of the natural pers ons who exercise sole or shared voting
power with respect to the shares offered by Rockmore.  It appears from note 7 to
your table that you have only identified natural persons who share dispositive power over the shares held by Rockmore.  Alternatively, tell us how Rockmore and its affiliates operate th eir business such that no natural person directly or
indirectly exercises sole or shared voting power.
 6. Please tell us whether any of the selling st ockholders is a broker-dealer or affiliate
of a broker-dealer.
 7. Please revise the information in the four th column of your table regarding the
number of shares Seamus Burlingame will own after this offering.  Given the
number of shares disclosed in columns two and three, it is unclear how you determined that he will hold only 16,667 shares after this offering.
 Executive Compensation, page 41

 8. Please revise to include the disclosure s required by Item 402(r) of Regulation S-
K, including all required tables.

Hojabr Alimi
Oculus Innovative Sciences, Inc.
July 20, 2009 Page 3  Security Ownership . . ., page 45

 9. It appears from your disclosure here and notes 5 and 6 to  the table that the number
of shares beneficially owned by Robert  and Seamus Burlingame do not include
the shares underlying the Series A and B warrants they acquired in February
2009.  Given your disclosure on page 2 regarding when those warrants become exerciseable, it appears that the Burl ingames may now acquire the shares
underlying those warrants within 60 days.  Al so, given the exercise period for the
Series A and B warrants issued by you to  the investors in the February 6, 2009
offering, it appears that those investor s may now acquire the shares underlying
those warrants within 60 days.  Please update your beneficial ownership and selling stockholders tables to include  the shares underlying the warrants as
appropriate; see Rule  13d-3(d)(1)(i).
 Undertakings, page II-8

 10. Please include the undertakings required by Regulation S-K Item 512(a)(5)(ii) and
(a)(6).
 Exhibits

11. Please tell us why exhibit 23.1 is not si gned by the same auditor that signed the
report appearing on page F-1.

*  *  *  *  *  *  *

As appropriate, please amend your filing in response to these comments.  You
may wish to provide us with marked copies of the amendments to expedite our review.
Please furnish a cover letter with your amendments that keys your responses to our
comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendments and responses to our comments.
 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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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.
 Before the amended registration statemen t is declared effective pursuant to
Section 8 of the Securities Act, the co mpany should provide us with a letter,
acknowledging that:

Hojabr Alimi
Oculus Innovative Sciences, Inc. July 20, 2009 Page 4
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 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.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
Please contact Geoffrey Kruczek at (202)  551-3641 or me at (202) 551-3617 with
any other questions.

    S i n c e r e l y ,          Russell Mancuso
    B r a n c h  C h i e f

cc (via fax): Amy M. Trombly, Esq.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
   M a i l  S t o p  3 0 3 0
       July 16, 2009

         Hojabr Alimi Chief Executive Officer Oculus Innovative Sciences, Inc. 1129 N. McDowell Blvd. Petaluma, CA  94954
Re: Oculus Innovative Sciences, Inc.
Amendment No. 3 to Registrati on Statement on Form S-1
Filed July 9, 2009
  File No. 333-158539

Dear Mr. Alimi:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.   We welcome any questions you may have  about our comments or any other
aspect of our review.  Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.  1. Please note that we are not taking a position at this time regarding the accuracy of
the analysis or the conclusions in your  response to prior comment 1. Please refer
to the acknowledgements at the end of this  letter that Oculus  must provide with
any acceleration request.

Prospectus Summary, page 1

2. We note your reference to your disclosure of approval procedures in response to
prior comment 4:

Hojabr Alimi
Oculus Innovative Sciences, Inc.
July 16, 2009 Page 2
• Please revise the third paragraph to st ate clearly and prominently for what
uses you are authorized to market and sell your products in the United States
and to clearly distinguish how those aut horized uses differ from authorization
to use or sell your product as a “drug” or  “medical device.”   If you also elect
to include in your summary authorizati ons in other countri es or potential
future uses of your product, that disclosu re should be clearly identified as such
and should appear after a clear summar y of the scope of your FDA clearance;
and

• Please expand the disclosure in your business description beginning on page
16 to include a full description of th e scope of the FDA’s statutory and
regulatory requirements for approval of the products you intend to sell.  You
should describe requirements to submit a pre-market approval application to
the FDA for review that is supported by extensive data, including technical,
preclinical, clinical trials, manufactur ing, and labeling to demonstrate to the
FDA’s satisfaction the safety and effec tiveness of the product.  Include in
your disclosure a description of the follo wing regulatory issues, as applicable:

• the FDA’s statutory and regulatory requirements for approval of a new
drug and the requirements of  a New Drug Application;
• device classification information
• investigational device exemption requirements;
• obligations of a sponsor of an investigational device exemption;
• pre-market approval application requirements and conditions of
approval;
• duration of the process;
• registration and labeling requirements;
• advertising and promotion;
• quality system regulation and manufacturing of the product;
• post-market reporting and record -keeping requirements, including
medical device reporting and reports  of corrections or removals;
• import and export requirements; and
• potential sanctions for violations.

Also, given your current authorizations , clarify the scope of the permitted
marketing of your product and which stat ements made in your prospectus are
consistent with your FDA authorization.  For example, on page 16, you state
that “[p]hysician clinical studies and us age in the United States suggest that
our 510(k) product may shorten hospital stays.”

Hojabr Alimi
Oculus Innovative Sciences, Inc.
July 16, 2009 Page 3  Risk Factors, page 2

 3. Given your response to prior comment 3, it appears that you regi stered the resale
of shares underlying the Series C warrants  before those warrants were issued.
Generally, it is inconsistent with Section 5 of the Securities Act to register shares
for resale before the related private trans action is complete.  Please tell us how
registering the resale of the shares unde rlying the Series C warrants before those
warrants were issued was c onsistent with Section 5.
 Exhibit 5.1

 4. The opinion you file to satisfy your obligations under Regulation S-K Item 601(b)(5) must opine on the legality of the issuance of each security covered by
the registration statement.  Your current  exhibit 5.1 does not appear to opine on
the warrants and units incl uded in the fee table of your registration statement.
Please file a revised opinion. Ensure that the opinion you file regarding securities
that are essentially contractual obliga tions, like warrants, state whether the
securities are binding obliga tions of the registrant unde r the state contract law
governing the security; we note, for exampl e, the reference to California law in
exhibit 4.15.

5. Refer to counsel’s assumption in the fourth paragraph regarding sufficient
authorized shares available for issuance when the warrants are exercised.  You
should not offer shares that are not author ized.  Please obtain a revised opinion to
clarify whether you currently have sufficien t authorized shares.  Also, please tell
us whether you have reserved sufficien t authorized shares for issuance upon
exercise of the warrants.  If so, please (1) tell us the steps you have taken to
ensure that the shares rema in reserved, and (2) ask your counsel to tell us why
such a broad assumption without reference to the reserved shares is necessary and appropriate in the opinion.
 6. In light of the disclaimer regarding subsequent legal a nd factual developments in
the final paragraph of the first page of this exhibit, counsel’s opinion should be
dated the same date on which you expect this registration statement to be declared effective.  Please file a revised opinion.
  7. Please ask your counsel to confirm to us  in writing that it concurs with our
understanding that the reference and limitation to the “Delaware General
Corporation Law” includes all applicable  provisions of the Delaware Constitution.
Please ask your counsel to provide this  written confirmati on as correspondence on
the EDGAR system.

Hojabr Alimi
Oculus Innovative Sciences, Inc.
July 16, 2009 Page 4
*  *  *  *  *  *  *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
 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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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 even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 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.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.

Hojabr Alimi
Oculus Innovative Sciences, Inc. July 16, 2009 Page 5
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 Please contact Geoffrey Kruczek at (202)  551-3641 or me at (202) 551-3617 with
any other questions.
    S i n c e r e l y ,          Russell Mancuso     B r a n c h  C h i e f
cc (via fax): Amy M. Trombly, Esq.

CORRESP
1
filename1.htm

corresp

    1320 Centre Street, Suite 202

Newton, MA 02459

Phone: 617-243-0060

Fax: 617-243-0066

July 9, 2009

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3030

Washington, DC 20549

Attn: Geoffrey Kruczek

    Re:

    Oculus Innovative Sciences, Inc.

Registration Statement on Form S-1

File No. 333-158539

Dear Mr. Kruczek:

I am securities counsel for Oculus Innovative Sciences, Inc. (the “Company”). Set forth below is
the Company’s response to the comments received from the staff of the Securities and
Exchange Commission (the “Staff”) in their letter dated July 1, 2009 regarding the Form S-1, File
No. 333-158539, as amended, (the “Registration Statement”). The numbering of the responses
corresponds to the numbering of the comments in the letter from the Staff. The Company has also
filed Amendment No. 3 to the Registration Statement to increase the number of units and add
exhibits.

    Comment 1.

    Please expand your response to prior comment 1 to address that
part of comment 8 in our April 27, 2009 letter which stated
that the plans for a second tranche, the exercise period of
the warrants and your plans to issue replacements for
exercised warrants appear to result in a situation where you
will be engaged in ongoing capital raising from your director
and related selling shareholders while they may be obtaining
funds from the public in this offering.

    Response 1.

    As described in the my letter to you dated June 18, 2009 and
in the Registration Statement, on February 6, 2009 the Company
entered into Purchase Agreements with a group of accredited
investors whereby the Company raised $1,752,803 in gross
proceeds through a private placement of 1,4999,404 units (the
“February 6th Offering”) which closed on February
6, 2009.

    In the February 6th Offering, for each $116.90 invested, an investor
received:

    •    One hundred shares of the Company’s common stock, par value $0.0001
per share;

    •    A Series A Warrant to purchase fifty-eight shares of common stock at
an exercise price of $1.87 per share. The Series A Warrants are
exercisable after six months and have a five year term;

    •   A Series B Warrant to purchase seventy-eight shares of common stock at
an exercise price of $1.13 per share. The Series B Warrants are
exercisable after six months and have a three year term; and

    •   For every two shares of common stock the investor purchases upon
exercise of a Series B Warrant, the investor will receive an additional
Series C Warrant to purchase one share of common stock. The Series C
Warrant shall be exercisable after six months and will have an exercise
price of $1.94 and a five year term.

    On February 24, 2009, the Company entered into a Purchase Agreement with two
accredited investors, including one of the Company’s directors, Robert Burlingame,
whereby the Company raised $3 million in gross proceeds investment through a second
private placement (the “February 24th Offering” and, together with the
February 6th Offering, the “February Offerings”). The February
24th Offering closed in two tranches, on March 4, 2009 and June 1, 2009.

    In the February 24th Offering the investors received an aggregate of:

    •   2,564,103 shares of the Company’s common stock;

    •   Series A Warrants to purchase a total of 1,500,000 shares of common
stock, at an exercise price of $1.87 per share. The Series A Warrants are
exercisable six months after the issue date and have a five year term. The
Series A Warrants also have a cashless feature in the event the shares of
common stock underlying the Series A Warrants are not registered.

    •   Series B Warrants to purchase a total of 2,000,000 shares of common
stock pro rata to the number of shares of common stock issued on each
Closing Date at an exercise price of $1.13 per share. The Series B
Warrants are exercisable six months after the issue date and have a three
year term.

    •   In addition, for every two shares of common stock the Investor
purchases upon exercise of a Series B Warrant, the Investor will receive
an additional Series C Warrant to purchase one share of common stock. The
Series C Warrant shall be exercisable after six months and will have an
exercise price of $1.94 and a five year term. The Company will only be
obligated to issue Series C Warrants to purchase up to 1,000,000 shares of
common stock.

    The current Registration Statement does not include any selling shareholders. The
proceeds from all of the securities being sold on the Registration Statement will
go to the Company. Additionally, any exercise price paid pursuant to
the warrants
described in this Registration Statement and in the registration statement with
File No. 333-15776 will be paid to the Company.

    As previously disclosed in the Company’s SEC filings, the February 6th
Offering closed on February 6, 2009. The first tranche of the February
24th Offering closed on March 4, 2009 and the second tranche closed on
June 1, 2009. No further securities will be offered in either of the Offerings.

    The Company respectfully notes that the exercise of outstanding warrants does not
constitute “on-going capital raising” as suggested by the Staff. The Company also
notes it is extremely common for companies to make both private and public
offerings of securities while there are outstanding warrants not yet exercised and
the Company is not aware of any Staff position or guidance that would prohibit a

    Company from making an offering of securities merely because it has
outstanding, unexercised warrants. If such a position did exist, we respectfully
believe the Commission would not have declared hundreds of registration statements
effective over the last few years.

    Furthermore, we are unaware of any Staff position that prohibits a Company from
engaging in a primary offering solely because it has a resale registration
statement effective. Again, it is extremely common for a Company to have more than
one registration statement effective at any given time. While it is true the
selling shareholders identified on the Company’s registration statement File No.
333-15776 may sell their shares to the public via that registration statement, Rule
415 or other available exemption, there is no understanding or requirement that any
funds they receive from such sales be returned to the Company or be used to further
purchase any of the Company’s securities.

    We respectfully believe we have addressed the Staff’s concerns in its Comment 1.
If the Staff has further concerns, we respectfully request a verbal dialogue prior
to the Staff issuing further comments on this issue.

    Prospectus Cover

    Comment 2.

    Please tell us how your revisions here in response to prior
comment 3 are consistent with Rule 415(a)(1)(ix) of Regulation
C. Cite all authority on which you rely.

    Response 2.

    The Company respectfully notes that it is not relying on
subsection (a)(i)(ix) of Rule 415 in the Registration
Statement nor has it made such a representation to the Staff.
The Company revised the cover page to update the number of
units being registered on the Registration Statement and, in
response to prior Comment 3, to address the disclosure
requirements of Regulation S-K Item 501(b)(8)(iii) and
believes such revisions are consistent with Rule 415.

    Form S-1 requires that the outside front cover page of the prospectus include the
information required by Regulation S-K Item 501. Regulation S-K Item
501(b)(8)(iii) requires that, if the registrant is offering the securities on a
best efforts or best efforts minimum/maximum basis, the registrant disclose “the
date the offering will end, any minimum purchase requirements, and any arrangements
to place the funds in an escrow, trust or similar account. If you have not made any
of these arrangements, state this fact and describe the effect on investors.”
Regulation S-K Item 501(b)(8)(iii) does not state that such disclosures are
inconsistent with Rule 415 nor are we aware of any Staff guidance or position on
that point.

    In response to prior Staff Comment 3, the Company revised the outside front cover
of the prospectus to more clearly indicate that the Company expects the offering to
close within 30 days of the effectiveness of the Registration Statement, in a
single closing and that it has not made any arrangements to place the funds in an
escrow, trust or similar account.

    Such disclosure is consistent with Rule 415(a)(1)(iv) of Regulation C which
provides that:

    (a)    Securities may be registered for an offering to be made on a
continuous or delayed basis in the future, provided, that:

    (1) The registration statement pertains only to:

    (iv) Securities which are to be issued upon conversion of
other outstanding securities.

    In its Manual of Publicly Available Telephone Interpretations (the “Telephone
Interpretations Manual”), the Staff explains that Rule 415 is applicable to
offerings of the common stock underlying convertible securities where such offering
is not exempt under Section 3(a)(9). Interpretation 612.04 provides that:

    “In the case of a registration statement pertaining to an offering of convertible
debentures and the common stock underlying the debentures, Rule 415 typically is
not applicable to the continuous offering of the underlying common stock because
that offering is exempt from registration pursuant to Section 3(a)(9). In cases
when the Section 3(a)(9) exemption is unavailable (for example, when securities are
convertible into securities of another issuer, when conversion terms require that
the shareholder pay consideration at the time of conversion, or when conversion
arrangements involve the payment of compensation for soliciting the exchange),
absent another exemption, Rule 415(a)(1)(iv) is applicable.”

    As described in the Registration Statement, the Company is offering up to 1,900,000
units (“Units”). Each Unit will be comprised of one share of its common stock and
a warrant to purchase 0.5 shares of its common stock at a fixed exercise price.
Given that the securities in question are warrants, the Company believes that Rule
415(a)(1)(iv) applies. The issuance of shares of common stock upon exercise of the
warrants is not exempt from registration under Section 3(a)(9) because the holder
must pay an exercise price at the time of conversion. Therefore, although the
Company anticipates a single closing, based on the above guidance, the Company has
checked the box on the cover page of the Registration Statement indicating that the
securities being registered on the Registration Statement will be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933.

    Risk Factors, page 2

    Comment 3.

    Regarding your response to prior comment 5:

    •   Please address when all shares previously included for the
selling shareholders in this registration statement may be resold,
including the shares underlying warrants that do not have a cashless
exercise feature; and

    •   It appears that you might also be relying on your prior registration
statement, file number 333-157776, for the resale of shares underlying
warrants that had not yet been issued when they were registered for sale.
Please tell us how this is consistent with prior comment 7 in our April
27, 2009 letter to you. Please also revise your prior registration
statement, as appropriate.

    Response 3.

    In response to the Staff’s comments in its letter dated April
27, 2009, including prior Staff Comment 7, the shares
previously included in the Registration Statement for selling
shareholders were removed in Amendment No. 1 to the
Registration Statement. Therefore, there are no selling
shareholders in the Registration Statement.

    Shares issued in the February Placements must be sold
consistent with federal and state law, either pursuant to a
valid registration statement or consistent with an exemption
from registration, such as Rule 144. The applicable laws and
regulations must be considered, together with the relevant
facts, at the time of a proposed sale. Since the Company
cannot predict when, if ever, the selling stockholders
previously included in the Registration Statement will propose
to sell their shares, the Company cannot say with certainty
when or how such shares may be resold. Additionally, we note that
this comment refers to the risk factors contained in the
Registration Statement. Given that the applicable securities laws and
regulations apply broadly to all securities, the Company does
not believe such restrictions pose a unique risk that
necessitates additional disclosure in the Registration
Statement beyond what the Company has already disclosed.

    The Company is attempting to complete a primary offering and
is therefore subject to timing and market risks. Thus, in an
effort to complete the comment process, the Company is
complying with the Staff’s request to remove the shares
referenced by the Staff from the prior registration statement,
File No. 333-157776.
Therefore, the Company undertakes to file a post-effective
amendment to such registration statement to deregister 584,772 shares of common stock issuable upon
the exercise of such Series C warrants.

    Description of Business, page 17

    Comment 4.

    Please tell us what you know about the status of any FDA
inquiries regarding claims made by you about your products.
Provide us copies of related communications between you and
the FDA.

    Response 4.

    The Company is not aware of any FDA inquiries regarding its
products. As disclosed in the Company’s public filings, the
Company’s products are subject to pre-clinical and clinical
trials and other approval procedures of the FDA and similar
regulatory authorities in foreign countries. However, as of
the date of this letter, the Company has no pending
applications before the FDA and is not currently in dialogue
with the FDA. The Company has disclosed all material
developments in the FDA approval process in its public
filings, as required, and undertakes to continue to do so.

If you have further questions or comments, please feel free to contact us. We are happy to
cooperate in any way we can.

Regards,

/s/
Amy M.
Trombly

Amy M. Trombly

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
   M a i l  S t o p  3 0 3 0
       July 1, 2009

         Hojabr Alimi Chief Executive Officer Oculus Innovative Sciences, Inc. 1129 N. McDowell Blvd. Petaluma, CA  94954
Re: Oculus Innovative Sciences, Inc.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed June 17, 2009
  File No. 333-158539

Dear Mr. Alimi:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.   We welcome any questions you may have  about our comments or any other
aspect of our review.  Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.    1. Please expand your response to prior comment 1 to address that part of comment 8 in our April 27, 2009 letter which stated th at the plans for a second tranche, the
exercise period of the warrants and your plans to issue replacements for exercised
warrants appear to result in a situat ion where you will be engaged in ongoing
capital raising from your dire ctor and related selling sh areholders while they may
be obtaining funds from the public in this offering.

Hojabr Alimi
Oculus Innovative Sciences, Inc.
July 1, 2009 Page 2  Prospectus Cover

 2. Please tell us how your revisions here in response to prior comment 3 are
consistent with Rule 415(a)(1)(ix) of Re gulation C.  Cite all authority on which
you rely.

Risk Factors, page 2

 3. Regarding your response to prior comment 5:

• Please address when all
 shares previously included for the selling shareholders
in this registration statement may be  resold, including the shares underlying
warrants that do not have a cas hless exercise feature; and
• It appears that you might also be rely ing on your prior regi stration statement,
file number 333-157776, for the resale of shares underlying warrants that had
not yet been issued when they were regi stered for resale.  Please tell us how
this is consistent with prior comm ent 7 in our April 27, 2009 letter to you.
Please also revise your prio r registration statement, as  appropriate.
 Description of Business, page 17

 4. Please tell us what you know about the st atus of any FDA inquiries regarding
claims made by you about your products .  Provide us copies of related
communications between you and the FDA.

*  *  *  *  *  *  *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
 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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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.

Hojabr Alimi
Oculus Innovative Sciences, Inc. July 1, 2009 Page 3   In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 Please contact Geoffrey Kruczek at (202)  551-3641 or me at (202) 551-3617 with
any other questions.

    S i n c e r e l y ,

    Russell Mancuso     B r a n c h  C h i e f
cc (via fax): Amy M. Trombly, Esq.

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    1320 Centre Street, Suite 202

Newton, MA 02459

Phone: 617-243-0060

Fax: 617-243-0066

June 18, 2009

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3030

Washington, DC 20549

Attn: Geoffrey Kruczek

    Re:

    Oculus Innovative Sciences, Inc.

Registration Statement on Form S-1

File No. 333-158539

Dear Mr. Kruczek:

I am securities counsel for Oculus Innovative Sciences, Inc. (the “Company”). I enclose for filing
under the Securities Act of 1933, as amended, Amendment No. 2 to the Form S-1, File No. 333-158539,
together with certain exhibits thereto (the “Registration Statement”).

The Registration Statement contains revisions that have been made in response to comments received
from the staff of the Securities and Exchange Commission (the “Staff”) in their letter dated June
3, 2009. Set forth below are the Company’s responses to the Staff’s comments. The numbering of
the responses corresponds to the numbering of the comments in the letter from the Staff.

    Comment 1.

    We note your response to prior comment 8; however, it
continues to appear that you have registered for resale in
other registration statements securities held in the name of
one of your directors and affiliates that raise the issues
mentioned in that comment. Therefore, we reissue the comment.

    Response 1.

    On March 9, 2009, the Company filed a registration statement on Form S-1 (the “March
Registration Statement”). The Staff declared the March Registration Statement effective on March
26, 2009. The March Registration Statement registered shares from two transactions.

On February 6, 2009, the Company entered into Purchase Agreements with a group of accredited
investors whereby the Company raised $1,752,803 in gross proceeds through a private placement of
1,499,404 units.

For each $116.90 invested, an investor received:

    •
    One hundred shares of common stock, par value $0.0001 per share;

    •
    A Series A Warrant to purchase fifty-eight shares of common stock at
an exercise price of $1.87 per share. The Series A Warrants are
exercisable after six months and have a five year term;

    •
    A Series B Warrant to purchase seventy-eight shares of common stock at
an exercise price of $1.13 per share. The Series B Warrants are
exercisable after six months and have a three year term; and

    •
    For every two shares of common stock the investor purchases upon
exercise of a Series B Warrant, the investor will receive an
additional Series C Warrant to purchase one share of common stock. The
Series C Warrants are exercisable after six months and will have
an exercise price of $1.94 and a five year term.

The Company issued an aggregate of 1,499,404 shares of common stock, Series A Warrants to purchase
869,658 shares of its common stock and Series B Warrants to purchase 1,169,544 shares of its common
stock. As of the date of this letter, the Company has not issued any Series C Warrants because no
Series B Warrants have been exercised. As compensation for services rendered as the exclusive
placement agent for the offering, Merriman Curhan Ford & Co. received $122,696 in cash plus
warrants, exercisable upon the closing date of the transaction for a five year term, to purchase
104,958 shares of common stock at an exercise price of $1.56 per share.

On February 24, 2009, the Company entered into a Purchase Agreement with Robert Burlingame, a
Director, and Seamus Burlingame, an accredited investor unaffiliated with the Company. Pursuant to
the terms of the Purchase Agreement, the investors agreed to make a
$3,000,000 investment in the
Company. The investors paid $1,000,000 on February 24, 2009 and agreed to pay $2,000,000 no later
than August 1, 2009. In exchange for this investment, the Company agreed to issue to the investors
a total of 2,564,103 shares of common stock in two tranches, pro rata to the investment amounts
paid by the investor on each date the investors provide funds.

In addition, the Company agreed to issue to the investors Series A Warrants to purchase a total of
1,500,000 shares of common stock pro rata to the number of shares of common stock issued on each
Closing Date at an exercise price of $1.87 per share. The Series A Warrants will be exercisable
after six months and will have a five year term. The Company also agreed to issue to the
investors Series B Warrants to purchase a total of 2,000,000 shares of common stock pro rata to the
number of shares of common stock issued on each closing date at an exercise price of $1.13 per
share. The Series B Warrants will be exercisable after six months and will have a three year term.
In addition, for every two shares of common stock the investor purchases upon exercise of a Series
B Warrant, the investor will receive an additional Series C Warrant to purchase one share of common
stock. The Series C Warrant will be exercisable after six months and will have an exercise price
of $1.94 per share and a five year term. The Company will only be obligated to issue Series C Warrants to
purchase up to 1,000,000 shares of common stock. As of the date of this letter, the Company has
not issued any Series C Warrants because no Series B Warrants have been exercised.

The
investors in the financings (the “Investors”) were all accredited investors. Additionally, all of the Investors
were unaffiliated with the Company except for Robert Burlingame, who currently serves as a Director
of the Company. The 218,234 shares registered for Robert Burlingame in the March Registration
Statement represent less than 5% of the shares registered on the March Registration Statement and
approximately 1% of the shares outstanding at the time the March Registration Statement was
declared effective by the Staff. According to the March Registration Statement, the Company had
18,402,820 shares of common stock outstanding on March 18, 2009. At the time of effectiveness, the
March Registration Statement registered 4,886,724 shares or 26.6% of the total number of shares
outstanding. The amount of shares registered, however, includes 2,512,612 shares underlying warrants. If the warrants were exercised, the shares registered in the March Registration Statement
would be 23.4% of the total number of shares outstanding.

The securities issued in the financings were issued pursuant to the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and Regulation D
promulgated thereunder. The Investors made extensive representations and warranties regarding
their investment intent, including representations that they were purchasing their securities for
their own accounts, for investment purposes and not for the purpose of effecting any distribution
of the securities in violation of the Act.

The terms
of the financings do not include any price “re-sets,” floating price conversion rights or
other “toxic” features that have prompted the Staff’s concerns regarding “Extreme Convertible”
transactions.

Rule 415 Analysis

In 1983, the Commission adopted Rule 415 under the Act to permit the registration of offerings to be
made on a delayed or continuous basis. Rule 415 specifies certain

conditions that must be met by an issuer in order to avail itself of the Rule. In relevant part,
Rule 415 provides:

     “(a) Securities may be registered for an offering to be made on a continuous
or delayed basis in the future, Provided, That:

(1) The registration statement pertains only to:

(i) Securities which are to be offered or sold solely by or on behalf of a
person or persons other than the registrant, a subsidiary of the registrant or a
person of which the registrant is a subsidiary;...[or]

(x) Securities registered (or qualified to be registered) on Form S–3 or Form
F–3 (§239.13 or §239.33 of this chapter) which are to be offered and sold on an
immediate, continuous or delayed basis by or on behalf of the registrant, a
majority-owned subsidiary of the registrant or a person of which the registrant is
a majority-owned subsidiary....”

Under Rule 415(a)(1)(i), an issuer may register shares to be sold on a delayed or continuous basis
by selling stockholders in a bona fide secondary offering without restriction.

In the event that an offering registered in reliance on Rule 415(a)(1)(i) is deemed to be an
offering that is “by or on behalf of the registrant” as specified in Rule 415(a)(1)(x), Rule 415
contains additional limitations. Rule 415(a)(4) provides that

“In the case of a registration statement pertaining to an at the market offering
of equity securities by or on behalf of the registrant, the offering must come
within paragraph (a)(1)(x) of this section. As used in this paragraph, the term
‘at the market offering’ means an offering of equity securities into an existing
trading market for outstanding shares of the same class at other than a fixed
price.”

As a result, if an offering that purports to be a secondary offering is characterized as an
offering “by or on behalf of the registrant,” Rule 415 is only available to register an “at the
market offering” if the registrant is eligible to use Form S-3 or Form F-3 to register a primary
offering. The Company is not eligible to use Form S-3 to effect a primary offering. As a result,
it cannot use Rule 415 to register a primary offering “at the market.”

In the event that the offering registered by the Registration Statement is recharacterized as a
primary offering on behalf of the Company, (i) the offering would have to be made on a fixed price
basis (in other words, the Investors would not be able to sell their securities at prevailing
market prices), (ii) the Investors would be deemed to be “underwriters” with respect to the
financings (with the associated liabilities under Section 11 of the Act) and (iii) in accordance with
the Staff’s long-standing interpretive position, Rule 144 would never be available to them to
effect resales of their securities.

The
Staff’s interpretation of Rule 415 has a potentially disastrous impact on the
ability of a selling shareholder to effect the resale of its
securities. Because such a mischaracterization can have a chilling
effect on the ability of smaller public companies — like the Company — to raise capital, the
Staff should only recharacterize a secondary offering as being on behalf of a registrant after
careful and complete review of the relevant facts and circumstances.

The Staff has previously recognized the delicacy with which the analysis of a particular
transaction must be undertaken. In its Manual of Publicly Available Telephone Interpretations (the
“Telephone Interpretations Manual”), the Staff has set forth a detailed analysis of the relevant
factors that should be examined. Interpretation D.29 (the “Interpretation”) provides that:

“It is important to identify whether a purported secondary offering is really a
primary offering, i.e., the selling shareholders are actually underwriters selling
on behalf of an issuer. Underwriter status may involve additional disclosure,
including an acknowledgment of the seller’s prospectus delivery requirements. In
an offering involving Rule 415 or Form S-3, if the offering is deemed to be on
behalf of the issuer, the Rule and Form in some cases will be unavailable (e.g.,
because of the Form S-3 ‘public float’ test for a primary offering, or because
Rule 415 (a)(1)(i) is available for secondary offerings, but primary offerings
must meet the requirements of one of the other subsections of Rule 415). The
question of whether an offering styled a secondary one is really on behalf of the
issuer is a difficult factual one, not merely a question of who receives
the proceeds. Consideration should be given to how long the selling
shareholders have held the shares, the circumstances under which they received
them, their relationship to the issuer, the amount of shares involved, whether the
sellers are in the business of underwriting securities, and finally, whether under
all the circumstances it appears that the seller is acting as a conduit for the
issuer.” (emphasis added)

As the Interpretation indicates, the question is a “difficult” and “factual” one that involves an
analysis of many factors and “all the circumstances.”

Each of the relevant factors listed in the Interpretation is discussed below in the context of the
financings.

How Long the Selling Shareholders Have Held the Shares

Presumably, the longer shares are held, the less likely it is that the selling shareholders are
acting as a mere conduit for the Company. All of the warrants issued in the financings had a six
month delay before they could be exercised. Six months have not elapsed since the warrants were
issued and therefore none of the shares registered in the March Registration Statement that could
be issued upon exercise of the warrants have been sold. Additionally, the Company can confirm that
Robert Burlingame continues to hold the shares he was issued in the February 2009 financing. Given
that the March Registration Statement has been declared effective by the Staff, the Company is not
aware of whether the non-affiliate investors continue to hold their shares of common stock.

In the March 1999 Supplement to the Telephone Interpretations Manual, the Staff codified its
“PIPEs” interpretation. Interpretation 3S (the “PIPEs Interpretation”) provides in relevant part
that:

“In a PIPE transaction (private-investment, public-equity), the staff will not
object if a company registers the resale of securities prior to their issuance if
the company has completed a Section 4(2)-exempt sale of the securities (or in the
case of convertible securities, of the convertible security itself) to the
investor, and the investor is at market risk at the time of filing of the resale
registration statement....The closing of the private placement of the unissued
securities must occur within a short time after the effectiveness of the resale
registration statement.”

The PIPEs Interpretation contemplates that a valid secondary offering could occur
immediately following the closing of the placement. Since no holding period is required
for a PIPE transaction to be a valid secondary offering, by definition a holding period of nearly
one year must also be sufficient for a valid secondary offering.

This concept comports with longstanding custom and practice in the PIPEs marketplace. It is very
common in PIPE transactions — including this one – for the company to file a registration
statement shortly after closing (typically 30 days) and declared effective shortly thereafter
(typically 90 to 120 days after closing). Many of these transactions have been reviewed by the Staff and
the Staff, to my knowledge, has not indicated that the period of time elapsing between closing and
registration raised concerns about whether the offering is a valid secondary offering. Such concerns would be inconsistent with the PIPEs Interpretation.

The Circumstances Under Which They Received the Shares

As
described above, the securities covered by the March Registration
Statement were issued in a valid
private placement that complied in all respects with the PIPEs Interpretation, Section 4(2) of the
Act and Regulation D promulgated thereunder. As noted above, the terms of the Warrants contain no “toxic” provisions or other

terms that merited any special concerns by the Staff. All of the Investors purchased their
securities for investment and specifically represented that they were not acquiring their
securities with the purpose or intent of effecting a distribution in violation of the Act. There
is no evidence to suggest that those representations are false.

The Staff has appeared to take the position that
 registration indicates an intent to distribute.
However, this perspective is flawed and is at odds with both market practices and the
Staff’s own previous interpretive positions, including the

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
   M a i l  S t o p  3 0 3 0
       June 3, 2009

         Hojabr Alimi Chief Executive Officer Oculus Innovative Sciences, Inc. 1129 N. McDowell Blvd. Petaluma, CA  94954
Re: Oculus Innovative Sciences, Inc.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed May 22, 2009
  File No. 333-158539

Dear Mr. Alimi:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.   We welcome any questions you may have  about our comments or any other
aspect of our review.  Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.    1. We note your response to prior comment 8; however, it continues to appear that
you have registered for resale in other registration statements securities held in the
name of one of your directors and affiliates that raise th e issues mentioned in that
comment.  Therefore, we reissue the comment.

Fee Table

2. We note your revisions in response to pr ior comment 1; however, given that the
Units do not appear to be traded and that  you must offer the Units at a fixed price

Hojabr Alimi
Oculus Innovative Sciences, Inc.
June 3, 2009 Page 2
for the duration of your offering, it is unclear why you believe that reliance on
Rule 457(c) is appropriate.  Please revise or advise.

Prospectus Cover

3. Please tell us when you plan to end the o ffering.  In this regard, it is unclear
whether you will have multiple closings w ith the five-year term of the warrants
resulting in a different expiration date at  each closing.  Please address this issue
and each of the disclosure requirements of Regulation S-K Item 501(b)(8)(iii).
 Risk Factors, page 2

 4. We note from your response to prior comment  19 that the selling shareholders in
the prior registration statement “had certa in registration rights.”  Please tell us
which selling shareholders  “had” the registration ri ghts you mention and whether
they continue to have such rights with respect to the securities they continue to
hold and were not included on the prior re gistration statement.  If those selling
shareholders continue to have registration rights, pl ease tell us, with a view
toward disclosure in an a ppropriate section of your document, whether and when
you intend to satisfy those rights and the consequences from failing to satisfy
those rights.
 5. Your response to prior comment 19 states that “many selling shareholders will soon be able to sell their shares pursuant to an exemption from registration . . .”
Please tell us when the selling shareholders  will be able to sell their shares.  Cite
all authority on which you rely for your conclusions.
 Financial Statements, page F-1

   6. Please update your financial statements, as required by Rule 8-08 of Regulation
S-X.
 Exhibits, page II-3

 7. We note your response to prior comment 4.  Please file as an exhibit the
agreement with Dawson James to act as placement agent for your offering.

*  *  *  *  *  *  *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your

Hojabr Alimi
Oculus Innovative Sciences, Inc. June 3, 2009 Page 3  responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
 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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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.    In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 Please contact Geoffrey Kruczek at (202)  551-3641 or me at (202) 551-3617 with
any other questions.

    S i n c e r e l y ,         Russell Mancuso     B r a n c h  C h i e f
cc (via fax): Amy M. Trombly, Esq.

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May 22, 2009

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3030

Washington, DC 20549

Attn: Russell Mancuso

    Re:

    Oculus Innovative Sciences, Inc.

Registration Statement on Form S-1

File No. 333-158539

Dear Mr. Mancuso:

I am securities counsel for Oculus Innovative Sciences, Inc. (the “Company”). I enclose for filing
under the Securities Act of 1933, as amended, Amendment No. 2 to the Form S-1, File No. 333-158539,
together with certain exhibits thereto (the “Registration Statement”).

The Registration Statement contains revisions that have been made in response to comments received
from the staff of the Securities and Exchange Commission (the “Staff”) in their letter dated April
27, 2009. Set forth below are the Company’s responses to the Staff’s comments. The numbering of
the responses corresponds to the numbering of the comments in the letter from the Staff.

Fee Table

    Comment 1.

    It appears from your prospectus that you intend to offer and
sell “Units” comprised of common stock and warrants.
Therefore, please include in your fee table the number of
“Units” you intend to offer and sell and calculate the
registration fee based on the fixed offering price of those
“Units.” Then include the appropriate fee calculation for
your offering of the warrants and shares underlying the units
and the shares underlying the warrants.

    Response 1.

    The Company has complied with the Staff’s comment.

Prospectus Cover

    Comment 2.

    Your disclosure on pages 18-19 indicates that the selling
stockholders will act independent of you with respect to the
securities they are offering for resale. The second paragraph
of your prospectus cover implies that the securities to be
offered and sold by them are part of your offering. Please
reconcile.

    Response 2.

    The Company has determined to no longer register the resale of
the securities held by the selling security holders. As such,
the Company has removed the disclosure related to the
secondary offering from the Registration Statement.

    Comment 3.

    If the selling stockholders are selling independent of your
fixed-price offering, please highlight that price difference
in your disclosure regarding the offering price on the
prospectus cover. Briefly explain the price difference in
your prospectus summary, and add appropriate risk factors.

    Response 3.

    The Company has determined to no longer register the resale of
the securities held by the selling security holders. As such,
the Company has removed the disclosure related to the
secondary offering from the Registration Statement.

    Comment 4.

    Please identify the placement agent for your offering here.
See Regulation S-K Item 501(b)(8).

    Response 4.

    The Company has complied with the Staff’s comment.

    Comment 5.

    Please ensure your cover page fully complies with Regulation
S-K Item 501(b)(4). For example, we note it appears that you
have not identified whether a market exists for the warrants
included in the Units.

    Response 5.

    The Company has complied with the Staff’s comment.

Selling Security Holders, page 16

    Comment 6.

    Your disclosure on pages 2 and 50 regarding the February 24,
2009 purchase agreement indicates that the investors in that
offering have not yet paid the full purchase price for the
securities. Generally, it is inconsistent with section 5 of
the Securities Act to register shares for resale before the
related private transaction is complete. Please provide us
with your analysis of how the private transaction was complete
at the time you filed this registration statement. Cite all
authority on which you rely.

    Response 6.

    The Company has determined to no longer register the resale of
the securities held by the selling security holders. As such,
the Company has removed the disclosure related to the
secondary offering from the Registration Statement.

    Comment 7.

    It appears from your notes to the selling security holders’
table that you are registering the resale of common stock
underlying Series C warrants. Given your disclosure in those
notes and on page 2 that the Series C warrants have not yet
been issued to you, it is premature to register the underlying
common stock for resale. Please revise or advise.

    Response 7.

    The Company has determined to no longer register the resale of
the securities held by the selling security holders. As such,
the Company has removed the disclosure related to the
secondary offering from the Registration Statement.

    Comment 8.

    Given the nature and size of the transaction you have
registered for the selling stockholders, including the shares
in the related registration statement file number 333-157776,
advise the staff of the Company’s basis for determining that
the transaction is appropriately characterized as a
transaction that is eligible to be made on a shelf basis under
Rule 415(a)(1)(i). We note, for example, that:

    –

    you have registered for resale by one of your directors and
parties related to him a significant number of shares relative to the amount
of shares outstanding and held by non-affiliates;

    –

    many of those shares cannot yet be acquired by your director
and related parties; and

    –

    the plans for a second tranche, the exercise period of the
warrants and your plans to issue replacements for exercised warrants appear to
result in a situation where you will be engaged in ongoing capital raising
from these investors while they may be obtaining funds from the public in this
offering.

    Response 8.

    The Company has determined to no longer register the resale of
the securities held by the selling security holders. As such,
the Company has removed the disclosure related to the
secondary offering from the Registration Statement.

    Comment 9.

    With a view toward disclosure, please tell use the market
price on the date of the purchase agreements with the selling
security holders compared to the per share price of the
securities you sold.

    Response 9.

    The Company has determined to no longer register the resale of
the securities held by the selling security holders. As such,
the Company has removed the disclosure related to the
secondary offering from the Registration Statement.

    Comment 10.

    Please provide us, with a view toward disclosure in the
prospectus, with tabular disclosure of the dollar amount of
each payment (including the value of any payments to be made
in common stock) in connection with the sale of the securities
that you have made or may be required to make to any selling
stockholder, any affiliate of a selling stockholder, or any
person with whom any selling stockholder has a contractual
relationship regarding the transaction (including any interest
payments, liquidated damages, payments made to “finders” or
“placement agents,” and any other payments or potential
payments). Please provide footnote disclosure of the terms of
each such payment.

    Further, please provide use, with a view toward disclosure in the prospectus, with
disclosure of the net proceeds to the issuer from the sale of the securities and
the total possible payments to all selling stockholders and any of their affiliates
in the first year following the sale of securities.

    Response 10.

    The Company has determined to no longer register the resale
of the securities held by the selling security holders. As
such, the Company has removed the disclosure related to the
secondary offering from the Registration Statement.

    Comment 11.

    Please provide us, with a view toward disclosure in the
prospectus, with tabular disclosure of the total possible
profit the selling stockholders could realize as a result of
any exercise of the warrants, presented in a table with the
following information disclosed separately:

    •

    the market price per share of the securities underlying the warrants on the
dates of the purchase agreement;

    •

    the exercise price per share of the underlying securities on the dates of
the purchase agreement, calculated as follows:

    –

    if the exercise price per share is set at a fixed
price, use the price per share established in the warrant; and

    –

    if the exercise price per share is not set at a fixed
price and, instead, is set at a floating rate in relationship to the
market price of the underlying security, determine the exercise price as
of the date of the purchase agreement;

    •

    the total possible shares underlying the warrants;

    •

    the combined market price of the total number of shares underlying the
warrants, calculated by using the market price per share on the dates of the
purchase agreement and the total possible shares underlying the warrants;

    •

    the total possible shares the selling shareholders may receive and the
combined exercise price of the total number of shares underlying the warrants
calculated by using the exercise price on the dates of the purchase agreement
and the total possible number of shares the selling stockholders may receive;
and

    •

    the total possible discount to the market price as of the dates of the
purchase agreement, calculated by subtracting the total exercise price on the
dates of the purchase agreement from the combined market price of the total
number of shares underlying the warrants on that date.

    If there are provisions in the warrants that could result in a change in the price
per share upon the occurrence of certain events, please provide additional tabular
disclosure as appropriate. For example, if the exercise price per share is fixed
unless and until the market price falls below a stated price, at which point the
exercise price per share drops to a lower price, please provide additional
disclosure.

    Response 11.

    The Company has determined to no longer register the resale
of the securities held by the selling security holders. As
such, the Company has removed the disclosure related to the
secondary offering from the Registration Statement.

    Comment 12.

    Please provide us, with a view toward disclosure in the
prospectus, with tabular disclosure of the total possible
profit to be realized as a result of any conversion/exercise
discounts for securities underlying any other warrants,
options, notes, or other securities of the issuer that are
held by the selling stockholders or any affiliates of the
selling stockholders, presented in a table with the following
information disclosed separately:

    •

    market price per share of the underlying securities on the date of the sale
of that other security;

    •

    the conversion/exercise price per share as of the date of the sale of that
other security, calculated as follows:

    –

    if the conversion/exercise price per share is set at
a fixed price, use the price per share on the date of the sale of that
other security; and

    –

    if the conversion/exercise price per share is not set
at a fixed price and, instead, is set at a floating rate in relationship
to the market price of the underlying security, use the
conversion/exercise discount rate and the market rate per share on the
date of the sale of that other security and determine the conversion price
per share as of that date;

    •

    the total possible shares to be received under the particular securities
(assuming complete conversion/exercise);

    •

    the combined market price of the total number of underlying shares,
calculated by using the market price per share on the date of the sale of that
other security and the total possible shares to be received;

    •

    the total possible shares to be received and the combined
conversion/exercise price of the total number of shares underlying that other
security calculated by using the conversion/exercise price on the date of the
sale of that other security and the total possible number of
underlying shares; and

    •

    the total possible discount to the market price as of the date of the sale
of that other security, calculated by subtracting the total
conversion/exercise price on the date of the sale of that other security from
the combined market price of the total number of underlying shares on that
date.

    Response 12.

    The Company has determined to no longer register the
resale of the securities held by the selling security
holders. As such, the Company has removed the
disclosure related to the secondary offering from the
Registration Statement.

    Comment 13.

    Please provide us, with a view toward disclosure in
the prospectus, with tabular disclosure of all prior
securities transactions between the issuer (or any of
its predecessors) and the selling stockholders, any
affiliates of the selling stockholders, or any person
with whom the selling stockholders has a contractual
relationship regarding the transaction (or any
predecessors of those persons), with the table
including the following information disclosed
separately for each transaction:

    •

    the date of the transaction;

    •

    the number of shares of the class of securities subject to the units
transactions that were outstanding prior to the transactions;

    •

    the number of shares of the class of securities subject to the transactions
that were outstanding prior to the transactions and held by persons other than
the selling stockholders, affiliates of the company, or affiliates of the
selling stockholders;

    •

    the number of shares of the class of securities subject to the transactions
that were issued or issuable in connection with the transactions;

    •

    the percentage of total issued and outstanding securities that were issued
or issuable in the transactions (assuming full issuance), with the percentage
calculated by taking the number of shares issued or issuable in connection
with the applicable transactions, and dividing that number by the number of
 shares issued and outstanding prior to the applicable transactions and held by
persons other than the selling stockholders, affiliates of the company, or
affiliates of the selling stockholders.

    •

    the market price per share of the class of securities subject to the
transactions immediately prior to the transactions (reverse split adjusted, if
necessary); and

    •

    the current market price per share of the class of securities subject to
the transaction (reverse split adjusted, if necessary).

    Response 13.

    The Company has determined to no longer register the resale
of the securities held by the selling security holders. As
such, the Company has removed the disclosure related to the
secondary offering from the Registration Statement.

    Comment 14.

    Please provide us, with a view toward disclosure in the
prospectus, with tabular disclosure comparing:

    •

    the number of shares outstanding prior to the date of the purchase
agreements that are held by persons other than the selling stockholders,
affiliates of the company, and affiliates of the selling stockholders;

    •

    the number of shares registered for resale by the selling stockholders or
affiliates of the selling stockholders in prior registration statements;

    •

    the number of shares registered for resale by the selling stockholders or
affiliates of the selling stockholder that continue to be held by the selling
stockholders or affiliates of the selling stockholders;

    •

    the number of shares that have been sold in registered resale transactions
by the selling stockholders or affiliates of the selling stockholders; and

    •

    the number of shares registered for resale on behalf of the selling
shareholders or affiliates of the selling stockholders in the current
transaction.

    In this analysis, the calculation of the number of outstanding shares should not
include any securities underlying any outstandi

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
   M a i l  S t o p  3 0 3 0
       April 27, 2009

         Hojabr Alimi Chief Executive Officer Oculus Innovative Sciences, Inc. 1129 N. McDowell Blvd. Petaluma, CA  94954
Re: Oculus Innovative Sciences, Inc.
Registration Statement on Form S-1 Filed April 10, 2009
  File No. 333-158539

Dear Mr. Alimi:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Fee Table

1. It appears from your prospectus that  you intend to offer and sell “Units”
comprised of common stock and warrants.  Therefore, please include in your fee
table the number of “Un its” you intend to offer a nd sell and calculate the
registration fee based on the fixed offering price of those “Units.”  Then include
the appropriate fee calculation for your offering of the warrants and shares underlying the units and the shares  underlying the warrants.

Hojabr Alimi
Oculus Innovative Sciences, Inc.
April 27, 2009 Page 2  Prospectus Cover

 2. Your disclosure on pages 18-19 indicates that the selling stockholders will act
independent of you with respec t to the securities they are offering for resale.  The
second paragraph of your prospectus cover im plies that the securities to be offered
and sold by them are part of your offering.  Please reconcile.
 3. If the selling stockholders are selling independent of your fixed-price offering, please highlight that price difference in  your disclosure regarding the offering
price on the prospectus cover.  Briefl y explain the price difference in your
prospectus summary, and add appropriate risk factors.

4. Please identify the placement agent for your offering here.  See Regulation S-K
Item 501(b)(8).

5. Please ensure your cover page fully complies with Regulation S-K Item
501(b)(4).  For example, we note it appear s that you have not identified whether a
market exists for the warrants included in the Units.
 Selling Security Holders, page 16

 6. Your disclosure on pages 2 and 50 re garding the February 24, 2009 purchase
agreement indicates that the investors in that offering have not yet paid the full
purchase price for the securities.  Generally, it is inconsistent with section 5 of the
Securities Act to register shares for resale  before the related private transaction is
complete.  Please provide us with your an alysis of how the private transaction was
complete at the time you filed this regist ration statement.  Cite all authority on
which you rely.
 7. It appears from your notes to the selli ng security holders’ table that you are
registering the resale of common stock underlying Series C warrants. Given your
disclosure in those notes a nd on page 2 that the Series  C warrants have not yet
been issued by you, it is premature to register the underlyi ng common stock for
resale.  Please revise or advise.
 8. Given the nature and size of the trans action you have registered for the selling
stockholders, including the shares in the re lated registration statement file number
333-157776, advise the staff of the compa ny’s basis for determining that the
transaction is appropriately characterized as  a transaction that is eligible to be
made on a shelf basis under Rule 415(a )(1)(i). We note, for example, that:

- you have registered for resale by one of  your directors and parties related to
him a significant number of shares re lative to the amount of shares
outstanding and held by non-affiliates;

Hojabr Alimi
Oculus Innovative Sciences, Inc.
April 27, 2009 Page 3
- many of those shares cannot yet be acquired by your dire ctor and related
parties; and
- the plans for a second tranche, the exer cise period of the warrants and your
plans to issue replacements for exerci sed warrants appear to result in a
situation where you will be engaged in ongoing capital raising from these
investors while they may be obtaining funds from the public in this offering.
 9. With a view toward disclosure, please tell  us the market price on the date of the
purchase agreements with the selling secu rity holders compared to the per share
price of the secu rities you sold.
  10. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of the dollar amount of each  payment (including the value of any
payments to be made in common stock)  in connection with the sale of the
securities that you have made or may be required to make to any selling stockholder, any affiliate of a selling st ockholder, or any person with whom any
selling stockholder has a contractual relationship regarding the transaction
(including any interest payments, liquidated damages, payments made to “finders” or “placement agents,” and any ot her payments or potential payments).
Please provide footnote disclosure of the terms of each such payment.

Further, please provide us, with a view to ward disclosure in the prospectus, with
disclosure of the net proceeds to the issuer from the sale of the securities and the total possible payments to all selling stockhol ders and any of their affiliates in the
first year following the sale of securities.
 11. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of the total po ssible profit the selling stockhol ders could realize as a
result of any exercise of the warrants , presented in a table with the following
information disclosed separately:
• the market price per share of the s ecurities underlying the warrants on the
dates of the purchase agreement;

• the exercise price per share of the und erlying securities on the dates of the
purchase agreement, calculated as follows:

- if the exercise price per sh are is set at a fixed price, use the price per share
established in the warrant; and

- if the exercise price per share is not set at a fixed price and, instead, is set
at a floating rate in relationship to  the market price of the underlying
security, determine the exercise price as of the date of the purchase agreement;

Hojabr Alimi
Oculus Innovative Sciences, Inc.
April 27, 2009 Page 4

• the total possible shares  underlying the warrants;

• the combined market price of the total number of shares underlying the
warrants, calculated by using the market  price per share on the dates purchase
agreement and the total possible shares underlying the warrants;

• the total possible shares the selling shareholders may receive and the
combined exercise price of the total nu mber of shares underlying the warrants
calculated by using the exercise price on the dates of the purchase agreement and the total possible number of shares the selling stockholder may receive; and

• the total possible discount to the market price as of the dates of the purchase agreement, calculated by subtracting the total exercise price on the dates of
the purchase agreement from the combined market price of the total number of shares underlying th e warrants on that date.

If there are provisions in the warrants that could result in a change in the price per
share upon the occurrence of certain even ts, please provide additional tabular
disclosure as appropriate.  For example, if the exercise price per share is fixed
unless and until the market price falls belo w a stated price, at which point the
exercise price per share drops to a lower price, please provide additional
disclosure.

12. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of the total possible profit to be realized as a result of any
conversion/exercise discounts for secu rities underlying any other warrants,
options, notes, or other s ecurities of the issuer that are held by the selling
stockholders or any affiliates of the selling stockholders, presen ted in a table with
the following information disclosed separately:

• market price per share of the underlying securities on the date of the sale of
that other security;

• the conversion/exercise price per share as of the date of the sale of that other
security, calculated as follows:

- if the conversion/exercise price per sh are is set at a fixed price, use the
price per share on the date of the sale of that ot her security; and

- if the conversion/exercise price per sh are is not set at a fixed price and,
instead, is set at a floating rate in re lationship to the market price of the
underlying security, use the conversi on/exercise discount rate and the

Hojabr Alimi
Oculus Innovative Sciences, Inc.
April 27, 2009 Page 5
market rate per share on the date of the sale of that other security and
determine the conversion price per share as of that date;

• the total possible shares  to be received under the particular securities
(assuming complete conversion/exercise);

• the combined market price of th e total number of underlying shares,
calculated by using the market price per sh are on the date of the sale of that
other security and the total possible shares to be received;

• the total possible shares to  be received and the combined conversion/exercise
price of the total number of shares unde rlying that other security calculated by
using the conversion/exercise price on the date of the sale of that other
security and the total possible number of underlying shares; and

• the total possible discount to the market price as of the date of the sale of that
other security, calculated by subtracting the total conversion/exercise price on
the date of the sale of that other secu rity from the combined market price of
the total number of underly ing shares on that date.
 13. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of all prior securities transact ions between the issuer (or any of its
predecessors) and the selling stockholders, any affiliates of the selling stockholders, or any person with whom th e selling stockholders has a contractual
relationship regarding the transaction (or any predecessors of those persons), with
the table including the following information disclosed separately for each transaction:

• the date of the transaction;

• the number of shares of the class of secu rities subject to the units transactions
that were outstanding prior to the transactions;

• the number of shares of the class of secu rities subject to the transactions that
were outstanding prior to the transacti ons and held by persons other than the
selling stockholders, affiliates of the company, or affiliates of the selling stockholders;
• the number of shares of the class of secu rities subject to the transactions that
were issued or issuable in connection with the transactions;
• the percentage of total is sued and outstanding securiti es that were issued or
issuable in the transactions (assuming full issuance), with the percentage calculated by taking the number of shar es issued or issuable in connection

Hojabr Alimi
Oculus Innovative Sciences, Inc.
April 27, 2009 Page 6
with the applicable transactions, and dividing that number by the number of
shares issued and outstanding prior to th e applicable transactions and held by
persons other than the selling stockhol ders, affiliates of the company, or
affiliates of the selling stockholders.
• the market price per share of the class of  securities subject to the transactions
immediately prior to the transactions (re verse split adjusted, if necessary); and

• the current market price per share of the class of securities subject to the transaction (reverse split adjusted, if necessary).
 14. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure comparing:

• the number of shares outstanding prior to the date of the purchase agreements that are held by persons other than the selling stockholders,
affiliates of the company, and aff iliates of the selling stockholders;

• the number of shares registered for re sale by the selling stockholders or
affiliates of the selling stockholders  in prior registration statements;

• the number of shares registered for re sale by the selling stockholders or
affiliates of the selling stockholder that  continue to be held by the selling
stockholders or affiliates of the selling stockholders;

• the number of shares that have been so ld in registered resale transactions
by the selling stockholders or affiliates of the selling stockholders; and

• the number of shares registered fo r resale on behalf of the selling
shareholders or affiliates of the selling stockholders in the current transaction.

In this analysis, the calculation of the number of outstanding shares should not
include any securities underlying any outst anding convertible securities, options,
or warrants.

15. Please tell us, with a view toward disclo sure in the prospectus, whether – based on
information obtained from the selling stoc kholders – the selling stockholders have
an existing short position in the compa ny’s common stock and, if the selling
stockholders have an existing short position in the company’s stock, the following
additional information:

• the date on which the selling stockholders entered into that s hort position; and

Hojabr Alimi
Oculus Innovative Sciences, Inc.
April 27, 2009 Page 7
• the relationship of the date  on which the selling stockholders entered into that
short position to the date  of the announcement of the purchase agreements and
the filing of the registration statement ( e.g., before or after the announcement
of the purchase agreements, before th e filing or after the filing of the
registration statement, etc.).
 16. Please provide us, with a view toward disclosure in the prospectus, with:

• a materially complete description of the relationships and arrangements that have existed in the past three years or  are to be performed in the future
between the issuer (or any of its pr edecessors) and the selling stockholders,
any affiliates of the selling stockholders , or any person with whom any selling
stockholders have a contractual relations hip regarding the tr ansaction (or any
predecessors of those persons) – the in formation provided should include, in
reasonable detail, a complete descripti on of the rights and obligations of the
parties in connection with the purchase agreements; and
• copies of all agreements between the issuer (or any of its predecessors) and
the selling stockholders, any affiliates of the selling stockholders, or any person with whom any of the sell ing stockholders has a contractual
relationship regarding the transaction (or any predecessors of those persons) in
connection with the purchase agreements.

If it is your view th at such a description of the relationships and arrangements
between and among those parties already is presented in the prospectus and that all agreements between and/or among those pa rties are included as exhibits to the
registration statement, please provide us with confirmation of your view in this
regard.
 17. Please disclose the identity of the natura l person who exercises the sole or shared
voting and/or dispositive powers with re spect to the shares to be off

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3030
February 5, 2009

  Mr. Robert Miller Chief Financial Officer Oculus Innovative Sciences, Inc. 1129 N. McDowell Blvd. Petaluma, CA 94954   RE: Oculus Innovative Sciences, Inc.
  Form 10-K for the fiscal  year ended March 31, 2008
  Filed May June 13, 2008
  File No. 1-33216

Dear Mr. Miller:   We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.              S i n c e r e l y ,           A n g e l a  J .  C r a n e         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

corresp

January 9, 2009

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.,

Washington, DC 20549

Attn: Mr. Dennis C. Hult

    Re:

    Oculus Innovative Sciences, Inc.

Form 10-K for the fiscal year ended March 31, 2008

Filed June 13, 2008

File No. 1-33216

Dear Mr. Hult:

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 December 17, 2008. The numbering of the response
corresponds to the numbering of the comment in the letter from the Staff.

Form 10-K for the period Ended March 31, 2008

Consolidated Financial Statements, page 63

Notes to Consolidated Financial Statements, page 71

Note 3 Summary of Significant Accounting Policies, page 73

Foreign Currency Reporting, page 77

    Comment 1.

    We note you recorded foreign currency gains of $2,594,000 for
the year ended March 31, 2008 in other income that relate to
working capital loans you made to your foreign subsidiaries.
You see you indicate these loans will be paid back to the
Company in the future when subsidiaries begin to generate
cash. Please tell us how the inclusion of this gain in
determining net income complies with paragraphs 15 and 20 of
FAS 52 or other U.S. GAAP. We note the Company subsequently
renegotiated the loans and effective April 1, 2008 classifies
exchange gains and losses on the loans as other comprehensive
income and loss.

    Response 1.

    The Company believes that including foreign currency gains in
determining net income for the year ended March 31, 2008 with
regards to its subsidiaries in Mexico and the Netherlands
complied with paragraphs 15 and 20 of FAS 52. The Company
reached this conclusion because management advanced the loans
with the expectation that the balance would be settled in the
foreseeable future and therefore the Company determined that
these intercompany loan balances should not be considered part
of its net investment in these entities.

    The loans matured on March 31, 2006. In the periods subsequent to that date, the
loans were classified as due on demand and short term in nature. Therefore, any
foreign currency gains and losses on the loans represented transaction gains and
losses that affected functional currency cash flows. In accordance with paragraph
15 of FAS 52, the Company reported these increases or decreases in actual and
expected functional currency cash flows in determining net income for the period in
which exchange rates changed. Additionally, since the intercompany loans were not
deemed to be “long-term-investment in nature,” the Company believed any gains and
losses associated with these transactions did not qualify to be reported as
translation adjustments, as noted in paragraph 20(b) of FAS 52.

    Effective April 1, 2008, the Company changed its characterization of the
intercompany loans in accordance with FAS 52 as specified in its disclosure on page
108 of the Form 10-K for the year ended March 31, 2008. The Company renegotiated
the notes with its subsidiaries in Mexico and the Netherlands allowing for a three
year maturity date that will be automatically extended in perpetuity in accordance
with local law. The Company does not anticipate settlement of the loan balances in
the foreseeable future and it is within management’s control to continually allow
these maturity dates to extend. The Company interprets the phrase “in the
foreseeable future” in paragraph 20(b) of FAS 52 to mean “through the date the net
investment is liquidated.” Therefore, the Company believes the appropriate
accounting for the renegotiated loans should be as discussed in paragraph 20(b) and
131 of FAS 52, which states “intercompany transactions of a long-term investment
nature are considered part of a parent’s net investment and accordingly, do not
give rise to transaction gains or losses in consolidated financial statements,”
and paragraph 131 of FAS 52 which explains that “transactions and balances for
which settlement is not planned or anticipated in the foreseeable future are
considered to be part of the net investment.”

    The Company determined to renegotiate the intercompany loans and revisit its
expectation that the loans would be paid in the foreseeable future based on the
following events. Since the completion of the Company’s initial public offering of
common stock on January 30, 2007, a primary aspect of its business strategy was to
position Microcyn, its platform product, as a medical device that could be marketed
through potential medical device partners in the United States and internationally.
The Company originally pursued this strategy with the objective of penetrating
sales channels that it believed would have enabled its operating subsidiaries to
generate cash flows sufficient to repay the intercompany loans in the foreseeable
future. The Company believed that, since it had medical device approvals for
products offered to these medical device partners, sales could have ramped up
quickly upon execution of a partnership in Europe or Latin America. At that time,
the Company believed that through such distribution, its operating subsidiaries may
have been in a position to repay their intercompany loans in the foreseeable
future. The Company still intended to pursue, and concurrently did pursue, its
longer term strategy of obtaining Food and Drug Administration, or FDA, approval to
distribute Microcyn as a drug product in the United States. The Company believed
that, on a longer term basis, Microcyn was likely to receive a higher price as a
FDA-approved drug product than it did as a medical device.

    In the third fiscal quarter of 2008, the Company began to re-evaluate the
feasibility of simultaneously pursuing both strategies of marketing Microcyn as a
medical device and seeking FDA drug approval in the United States. The Company was
concerned that selling the product as a medical device would interfere with
attracting a significant pharmaceutical partner. The Company also

    believed that potential pharmaceutical partners in the United States may have
wanted worldwide distribution rights. Most of the more interested parties at that
time were medical device companies in the wound care arena. Accordingly, the
Company began to suspend discussions with potential medical device partners in the
United States and internationally during the fourth fiscal quarter of 2008 because
it believed that, on a long term basis, pharmaceutical partnerships would be more
favorable.

    Furthermore, the Company believes that the timeline for a drug approval in the
United States would require several years of intense clinical activity and focus
with no guarantee of FDA approval. In the opinion of management, repayment of the
loans became highly uncertain as a result of changing the Company’s business
strategy to take the more risky and potentially lucrative approach of pursuing a
drug approval for Microcyn versus marketing and selling products for which the
Company already held the appropriate regulatory approval. With this shift in
strategy coupled with the increasing loan balances and the unpredictability of
completing the drug trial and obtaining partnership agreements, the Company
believes that it is unlikely that the intercompany loans would be settled in the
“foreseeable future” and therefore decided to renegotiate its existing loans so
that each international entity would not be required to repay such amounts in the
foreseeable future. After extensive discussions with local management and review
of local law, the Company completed the new intercompany loan documents. At the
time these loans were renegotiated, the Company recorded this “settlement” in the
statement of operations. The Company considers any future changes in the loan
balances part of its net investment in the foreign entities. Therefore, the
Company believes that gains and losses that arose during the period subsequent to
the renegotiation of this transaction are of a long-term investment nature and
should be included in other comprehensive income.

Form 10-Q for the period Ended September 30, 2008

Condensed Consolidated Statements of Operations, page 4

    Comment 2.

    We refer to the $217,000 loss on disposal of manufacturing
equipment presented as a component of Other Income (Expense),
net in the six month period ended September 30, 2008. We
generally believe that gains and losses resulting from
write-down or sale of assets previously used in operations
should be classified as operating items in the income
statement. This treatment appears consistent with the
guidance prescribed by SFAS 144, as well. Accordingly, in
future filings please classify these items in the operating
section of the income statement, or advise us why you consider
the present classification appropriate.

    Response 2.

    The Company notes the Staff’s position that the appropriate
treatment of a loss realized on disposal of equipment is to
classify the loss as operating expense. The Company will
comply with this guidance in future filings.

Note 1. Organization and Summary of Significant Accounting Policies, page 6

Foreign Currency Reporting, page 6

    Comment 3.

    We note disclosures on page 7 that “Foreign currency transaction gains (losses) relate
primarily to working capital loans that the Company has made to its foreign subsidiaries. The
Company recorded foreign currency transaction gains (losses) of ($60,000) and $809,000 for the
six months ended September 30, 2008 and 2007, respectively. The related gains (losses) were
recorded in other income

    (expense) in the accompanying condensed consolidated statements of
operations. Loans made to subsidiaries OTM and OIS Europe will be paid back to the
Company in the future when the subsidiaries begin to generate cash.” We also noted
disclosures on page 7 that “In accordance with the provisions of SFAS 52, if it is
determined that an intercompany loan will not be repaid in the foreseeable future,
foreign exchange gains and losses related to the translation of the loans from
local currency to U.S. Dollars should be classified as other comprehensive income
and loss. The Company believes that given the inability to foresee settlement of
the loans, it is appropriate to record the exchange gains and losses related to
these loans in other comprehensive income and loss.” Please tell us how
you have presented foreign currency transaction gains (losses) related to working
capital loans that you have made to your foreign subsidiaries in your September 30,
2008 and 2007 financial statements. Revise your disclosures in future filings to
clearly describe how you have presented and accounted for the referenced foreign
currency transactions in your financial statements.

    Response 3.

    The Company notes the Staff’s observation that the disclosure on page 7 of the Form
10-K for the year ended March 31, 2008 is not clear with regard to the treatment of foreign
currency transaction gains and losses in the periods ended September 30, 2008 and 2007. The
Company recorded foreign currency transaction gains and losses in operations during the three
and nine month periods ended September 30, 2008 that relate solely to intercompany
transactions for working capital purposes between Oculus U.S. and its Japanese subsidiary and
intercompany trade transactions involving products between the Company’s subsidiary in Mexico
and its subsidiary in the Netherlands. The Company expects these transactions to be settled
in the foreseeable future and therefore the appropriate accounting treatment under paragraphs
15 and 20 of FAS 52 is to record the transaction gains and losses in the statement of
operations. Conversely, foreign currency transaction gains and losses that the Company
recorded in operations during the three and nine month periods ended September 30, 2007
include the above noted transactions and intercompany financing transactions with the
Company’s subsidiaries in Mexico and the Netherlands which, based on the original terms, the
Company expected would have been settled in the foreseeable future as described in the
Company’s response to the Staff’s comment 1. The Company undertakes to revise its disclosures
in future filings to clearly describe how it has presented and accounted for the referenced
foreign currency transactions in its financial statements.

If you have further questions or comments, please feel free to contact me at (617) 243-0060. We
are happy to cooperate in any way we can.

    Regards,

    /s/  Amy M. Trombly

    Amy M. Trombly

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

    Mail Stop 3030
December 17, 2008

  Mr. Robert Miller Chief Financial Officer Oculus Innovative Sciences, Inc. 1129 N. McDowell Blvd. Petaluma, CA 94954
 RE: Oculus Innovative Sciences, Inc.
  Form 10-K for the fiscal  year ended March 31, 2008
  Filed May June 13, 2008
  File No. 1-33216

Dear Mr. Miller:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Robert Miller
Oculus Innovative Sciences, Inc.
December 17, 2008 Page 2  Form 10-K for the Period Ended March 31, 2008

 Consolidated Financial Statements, page 63

 Notes to Consolidated Financial Statements, page 71

 Note 3 Summary of Significant Accounting Policies, page 73

Foreign Currency Reporting, page 77

1. We note you recorded foreign currenc y gains of $2,594,000 for the year ended
March 31, 2008 in other income  that relate to working capital loans you made to
your foreign subsidiaries.  You see you indicate these loans will be paid back to
the Company in the future  when subsidiaries begin to generate cash.  Please tell
us how the inclusion of this gain in determining net income complies with paragraphs 15 and 20 of FAS 52 or othe r U.S. GAAP.  We note the Company
subsequently renegotiated the loans a nd effective April 1, 2008 classifies
exchange gains and losses on the loans as other comprehensive income and loss.
Form 10-Q for the Period Ended September 30, 2008

 Condensed Consolidated Statements of Operations, page 4

2. We refer to the $217,000 loss on disposal of manufacturing equipment presented
as a component of Other Income (Expens e), net in the six month period ended
September 30, 2008.  We generally believe that gains and losse s resulting from
write-down or sale of assets previously us ed in operations should be classified as
operating items in the income statement.  This treatment appears consistent with
the guidance prescribed by SFAS 144, as we ll.  Accordingly, in future filings
please classify these items in the operati ng section of the income statement, or
advise us why you consider the present classification appropriate.

Note 1. Organization and Summary of Si gnificant Accounting Policies, page 6

Foreign Currency Reporting, page 6

3. We note disclosures on page 7 that “Foreign currency transaction gains
(losses) relate primarily to working capital loans that the Company has made to its
foreign subsidiaries. The Company record ed foreign currency  transaction gains
(losses) of $(60,000) and $809,000 for the six months ended September 30, 2008
and 2007, respectively. The related gains (losses) were recorded in other income
(expense)  in the accompanying condensed cons olidated statements of operations .

Robert Miller
Oculus Innovative Sciences, Inc.
December 17, 2008 Page 3
Loans made to subsidiaries OTM and OIS Europe will be paid back to the Company in the future when the subsidiaries begin to generate cash.”  We also noted disclosures on page 7 that “In acco rdance with the provisions of SFAS 52,
if it is determined that an intercompany lo an will not be repaid in the foreseeable
future, foreign exchange gains and losses related to the translation of the loans
from local currency to U.S. Dollars shoul d be classified as other comprehensive
income and loss. The Company believes that given the inability to foresee
settlement of the loans, it is appropriate to record the exchange gains and losses
related to these loans in other comprehensive income
 and loss .”  Please tell us
how you have presented foreign currency tr ansaction gains (lo sses) related to
working capital loans that you have made to your foreign subsidiaries in your
September 30, 2008 and 2007 financial statements.  Revise your disclosures in
future filings to clearly describe ho w you have presented and accounted for the
referenced foreign currency transac tions in your financial statements.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your
response that keys your responses to our  comments and provides any requested
information.  Detailed cover letters greatly facilitate our  review.  Please submit your
cover letter on EDGAR.  Pleas e understand that we may ha ve additional comments after
reviewing your responses to our comments.

 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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
 ‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

Robert Miller
Oculus Innovative Sciences, Inc. December 17, 2008 Page 4
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Dennis Hult, Staff Accountant, at (202) 551-3618 or myself if
you have questions regarding comments on the financial statements and related matters.
Please contact me at (202) 551-3603 with any other questions.  In this regard, do not
hesitate to contact Angela J. Crane, Accounting Branch Chief, at (202) 551-3554.
          S i n c e r e l y ,             J a y  W e b b             Reviewing Accountant

Mail Stop 6010

 December 19, 2006

Hojabr Alimi
Chief Executive Officer and President
Oculus Innovative Sciences, Inc.
1129 N. McDowell Blvd.
Petaluma, California 94954

Re: Oculus Innovative Sciences, Inc.
 Amendment No. 4 to Registra tion Statement on Form S-1
 Filed December 18, 2006
 File No. 333-135584

Dear Mr. Alimi:

We have reviewed your registration stat ement and have the following comments.
Where indicated, we think you should revise  your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Prospectus Summary, page 1

1. We note your revised disclosure in response to prior comment 1 and we reissue the comment. We note, for example, your disclosure in the th ird sentence of the
second paragraph on page 1 and page 38 a nd the first paragraph on page 55 that
Microcyn is a non-toxic solution.

Hojabr Alimi
Oculus Innovative Sciences, Inc.
December 19, 2006 Page 2
Use of Proceeds, page 31

2. We note your revised disclosure in response to prior comment 2.  Given the requirement that you repay the bridge loan  in full if the gross proceeds of this
offering will exceed $30 million and your assumption in the first paragraph that this requirement will be met, tell us  why you state that you will repay only $1.5
million in principal with proceeds from this offering.  Clarify how you intend to
repay the other $2.5 in principa l outstanding under this loan.

Revenues, page 39

3. We note your response to prior comment 3.  Please expand the appropriate section
to provide the disclosure required by Item 101(d)(ii) of Regulation S-K.

Overview, page 55

4. We note your response to prior comment 6.  Please tell us with specificity where
the Kalorama reports you provided support the market data on page 55.

Exhibit 5.1

5. Please ask your counsel to confirm to us  in writing that it concurs with our
understanding that the reference and limita tion to “the General Corporation Law
of the State of Delaware” includes the st atutory provisions and also all applicable
provisions of the Delaware Constitution and reported ju dicial decisions
interpreting these laws.  Pl ease ask counsel to submit th is written confirmation as
correspondence on the EDGAR system. See the section VIII.A.14 of the Division Of Corporation Finance’s outline of “Current Issues and Rulemaking Projects”  (November 14, 2000)  available on our web site at www.sec.gov.

*     *     *     *     *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewing your amendment and responses to our comments.

Hojabr Alimi
Oculus Innovative Sciences, Inc.
December 19, 2006 Page 3
You may contact at Kristin Lochhead at  (202) 551-3664 or Brian Cascio, Branch
Chief, at (202) 551-3676 if you have ques tions regarding comments on the financial
statements and related matters.  Please cont act Donald C. Hunt at (202) 551-3647 or me
at (202) 551-3602 with any other questions.

Sincerely,

Thomas A. Jones
Senior Attorney

cc (via fax):   Sylvia K. Burks, Esq., Pillsbury Winthrop Shaw Pittman LLP   Gabriella A. Lombardi, Esq., Pillsbury Winthrop Shaw Pittman LLP

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OCULUS INNOVATIVE SCIENCES, INC.

1129 N. McDowell Blvd.

Petaluma, California 94954

January 22, 2007

VIA FACSIMILE AND ELECTRONIC SUBMISSION

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Oculus Innovative Sciences, Inc. — Registration Statement — Form S-1

Registration Number: 333-135584

Ladies and Gentlemen:

     Pursuant to Rule 461 of Regulation C under the Securities Act of 1933, as amended, Oculus
Innovative Sciences, Inc. (the “Registrant”) hereby requests that the effective date of the
above-captioned registration statement on Form S-1 (as amended, the “Registration Statement”),
relating to the registration of 4,025,000 shares of the Registrant’s Common Stock (including
525,000 shares subject to the underwriters’ over-allotment option), be accelerated so that it will
be declared effective at 4:30 p.m., Eastern Time, on January 24,
2007 or as soon thereafter as may
be practicable.

     The Registrant acknowledges that should the Securities and Exchange Commission (the
“Commission”) or the Commission’s staff (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. The Registrant also acknowledges that the
action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the
Registration Statement effective, does not relieve the Registrant from its full responsibility for
the adequacy and accuracy of the disclosure in the filings and the Registrant may not assert Staff
comments, the comment process in general or this declaration of effectiveness by the Staff as a
defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States. The Registrant understands that the Staff will consider this request as
confirmation by the Registrant of its awareness of its responsibilities under the federal
securities laws as they relate to the offering of the securities covered by the Registration
Statement.

    Sincerely,

Oculus Innovative Sciences, Inc.

    By:
    /s/ Robert E. Miller

    Robert E. Miller

    Chief Financial Officer

cc: Sylvia K. Burks, Esq.

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OCULUS INNOVATIVE SCIENCES, INC.

1129 N. McDowell Blvd.

Petaluma, California 94954

December 21, 2006

VIA FACSIMILE AND ELECTRONIC SUBMISSION

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Oculus Innovative Sciences, Inc. — Registration Statement — Form S-1

Registration Number: 333-135584

Ladies and Gentlemen:

     Pursuant to Rule 461 of Regulation C under the Securities Act of 1933, as amended, Oculus
Innovative Sciences, Inc. (the “Registrant”) hereby requests that the effective date of the
above-captioned registration statement on Form S-1 (as amended, the “Registration Statement”),
relating to the registration of 3,538,461 shares of the Registrant’s Common Stock (including
461,538 shares subject to the underwriters’ over-allotment option), be accelerated so that it will
be declared effective at 4:30 p.m., Eastern Time, on December 21, 2006 or as soon thereafter as may
be practicable.

     The Registrant acknowledges that should the Securities and Exchange Commission (the
“Commission”) or the Commission’s staff (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. The Registrant also acknowledges that the
action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the
Registration Statement effective, does not relieve the Registrant from its full responsibility for
the adequacy and accuracy of the disclosure in the filings and the Registrant may not assert Staff
comments, the comment process in general or this declaration of effectiveness by the Staff as a
defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States. The Registrant understands that the Staff will consider this request as
confirmation by the Registrant of its awareness of its responsibilities under the federal
securities laws as they relate to the offering of the securities covered by the Registration
Statement.

    Sincerely,

Oculus Innovative Sciences, Inc.

    By:
    /s/ Robert E. Miller

    Robert E. Miller

    Chief Financial Officer

    cc:

     Sylvia K. Burks, Esq.

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Roth Capital Partners, LLC

24 Corporate Plaza Drive

Newport Beach, CA 92660

December 21, 2006

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, DC 20549

    Re:

    Oculus Innovative Sciences, Inc.

Registration Statement on Form S-1 (Reg. No. 333-135584)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the
undersigned, as the representative of the underwriters of the offering pursuant to the
above-captioned Registration Statement, as amended, hereby joins in the request of Oculus
Innovative Sciences, Inc. that the effective time of the above-captioned Registration Statement, as
amended, be accelerated so that it will be declared effective at 4:30
p.m. (Eastern time),
December 21, 2006, or as soon as practicable thereafter pursuant to Rule 430A under the Securities Act.

In connection with this acceleration request and pursuant to Rule 460 under the Securities Act, the
following information is provided with respect to the distribution to date of the preliminary
prospectus dated December 1, 2006:

    To Whom Distributed

    Number of Copies

    Underwriters

    10

    Institutional Investors

    1,287

    Individuals

    1,599

    Other Broker-Dealers

    110

    Total

    3,006

With respect to Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), the undersigned has distributed or will distribute copies of the preliminary prospectus at
least 48 hours prior to the date confirmations of sale are expected to be mailed. In addition,
each underwriter and each selected dealer, if any, will represent to the undersigned that it has
and will comply with Rule 15c2-8 under the Exchange Act.

    Very truly yours,

ROTH CAPITAL PARTNERS, LLC

as representative of the underwriters

    By:
    /s/ Aaron M. Gurewitz

    Name:
    Aaron M. Gurewitz

    Title:
    Managing Director, Equity Capital Markets

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Oculus Innovative Sciences, Inc.

1129 N. McDowell Blvd.

Petaluma, California 94954

December 21, 2006

VIA FACSIMILE AND ELECTRONIC SUBMISSION

Securities and Exchange Commission

Division of Corporation Finance

100 Fifth Street, N.E.

Washington, D.C. 20549

    Re:

    Oculus Innovative Sciences, Inc. — Registration Statement — Form S-1

Registration Number: 333-135584

Ladies and Gentlemen:

     Oculus Innovative Sciences, Inc. (the “Registrant”) hereby withdraws its request for
acceleration of the effective date of the above-captioned registration statement on Form S-1 (as
amended, the “Registration Statement”) submitted on
December 21, 2006. The Registrant will
resubmit its request for acceleration of the Registration Statement at a later time.

    Sincerely,

Oculus Innovative Sciences, Inc.

    By:
    /s/ Robert E. Miller

    Robert E. Miller

    Chief Financial Officer

    cc:

    S. K. Burks, Esq.

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    2475 Hanover Street

Palo Alto, CA 94304-1114

    Tel 650.233.4500

Fax 650.233.4545

www.pillsburylaw.com

December 20, 2006

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-0406

Mail Stop 6010

Attn: Mr. Thomas A. Jones

    Re:
    Oculus Innovative Sciences, Inc.-Registration Statement on Form S-1
(File No.
333-135584)

Ladies and Gentlemen:

     In connection with the filing of Amendment No. 5 to the above-referenced registration
statement (the “Registration Statement”) of Oculus Innovative Sciences, Inc. (the “Registrant”),
and in response to the request of the staff (the “Staff”) of the Securities and Exchange
Commission, we confirm that we concur with the Staff’s understanding that the reference to “the
General Corporation Law of the State of Delaware” in our opinion filed as Exhibit 5.1 to the
Registration Statement includes the statutory provisions and also all applicable provisions of the
Delaware Constitution and reported judicial decisions interpreting these laws.

     Questions or comments regarding any matters with respect to this letter may be directed to the
undersigned at (650) 233-4606.

Very truly yours,

/s/ Sylvia K. Burks

Sylvia K. Burks

    cc:

    Hojabr Alimi

    G. A. Lombardi

    N. Matteson

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Roth Capital Partners, LLC

24 Corporate Plaza Drive

Newport Beach, CA 92660

December 15, 2006

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, DC 20549

    Re:

    Oculus Innovative Sciences, Inc.

Registration Statement on Form S-1 (Reg. No. 333-135584)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the
undersigned, as the representative of the underwriters of the offering pursuant to the
above-captioned Registration Statement, as amended, hereby joins in the request of Oculus
Innovative Sciences, Inc. that the effective time of the above-captioned Registration Statement, as
amended, be accelerated so that it will be declared effective at 4:30
p.m. (Eastern time),
December 19, 2006, or as soon as practicable thereafter pursuant to Rule 430A under the Securities Act.

In connection with this acceleration request and pursuant to Rule 460 under the Securities Act, the
following information is provided with respect to the distribution to date of the preliminary
prospectus dated December 1, 2006:

    To Whom Distributed

    Number of Copies

    Underwriters

    10

    Institutional Investors

    1,250

    Individuals

    1,246

    Other Broker-Dealers

    90

    Total

    2,604

With respect to Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), the undersigned has distributed or will distribute copies of the preliminary prospectus at
least 48 hours prior to the date confirmations of sale are expected to be mailed. In addition,
each underwriter and each selected dealer, if any, will represent to the undersigned that it has
and will comply with Rule 15c2-8 under the Exchange Act.

    Very truly yours,

ROTH CAPITAL PARTNERS, LLC

as representative of the underwriters

    By:
    /s/ Aaron M. Gurewitz

    Name:
    Aaron M. Gurewitz

    Title:
    Managing Director, Equity Capital Markets

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OCULUS INNOVATIVE SCIENCES, INC.

1129 N. McDowell Blvd.

Petaluma, California 94954

December 15, 2006

VIA FACSIMILE AND ELECTRONIC SUBMISSION

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Oculus Innovative Sciences, Inc. — Registration Statement — Form S-1

Registration Number: 333-135584

Ladies and Gentlemen:

     Pursuant to Rule 461 of Regulation C under the Securities Act of 1933, as amended, Oculus
Innovative Sciences, Inc. (the “Registrant”) hereby requests that the effective date of the
above-captioned registration statement on Form S-1 (as amended, the “Registration Statement”),
relating to the registration of 3,538,461 shares of the Registrant’s Common Stock (including
461,538 shares subject to the underwriters’ over-allotment option), be accelerated so that it will
be declared effective at 4:30 p.m., Eastern Time, on December 19, 2006 or as soon thereafter as may
be practicable.

     The Registrant acknowledges that should the Securities and Exchange Commission (the
“Commission”) or the Commission’s staff (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. The Registrant also acknowledges that the
action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the
Registration Statement effective, does not relieve the Registrant from its full responsibility for
the adequacy and accuracy of the disclosure in the filings and the Registrant may not assert Staff
comments, the comment process in general or this declaration of effectiveness by the Staff as a
defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States. The Registrant understands that the Staff will consider this request as
confirmation by the Registrant of its awareness of its responsibilities under the federal
securities laws as they relate to the offering of the securities covered by the Registration
Statement.

    Sincerely,

Oculus Innovative Sciences, Inc.

    By:
    /s/ Robert E. Miller

    Robert E. Miller

    Chief Financial Officer

    cc:

     Sylvia K. Burks, Esq.

Mail Stop 6010

 December 14, 2006

Hojabr Alimi
Chief Executive Officer and President
Oculus Innovative Sciences, Inc.
1129 N. McDowell Blvd.
Petaluma, California 94954

Re: Oculus Innovative Sciences, Inc.
 Amendment No. 3 to Registra tion Statement on Form S-1
 Filed December 1, 2006
 File No. 333-135584

Dear Mr. Alimi:

We have reviewed your registration stat ement and have the following comments.
Where indicated, we think you should revise  your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Prospectus Summary, page 1

1. We note your disclosure in the first para graph and throughout the prospectus that
you do not have FDA regulatory approval to  market Microcyn as a drug in the
United States.  We also note that you make numerous claims regarding the
effectiveness of your product, including th at it may shorten hospital stays.  Until
the FDA has reached conclusions on the safety and effectiveness of your product for other than currently approved us es, FDA regulations prohibit such
promotional statements.  Please delete all statements regarding safety and
effectiveness that are not supported by FDA conclusions.

Hojabr Alimi
Oculus Innovative Sciences, Inc.
December 14, 2006 Page 2
Use of Proceeds, page 30

2. Please refer to prior comment 4.  Please re vise your disclosure to specify the
approximate amount of proceeds you intend to use to repay the bridge loan.  Also
identify the holder of the bridge loan pr omissory note and disclose his relationship
to you.

Management’s Discussion and Analysis . . ., page 38

3. Please refer to prior comment 17.  Reconcil e your disclosure on page 43 regarding
sales of $580,000 during the six months ended September 30, 2006 to Alkem Laboratories Limited, in India, with the table on page F-47, which reflects sales
only to the United States, Europe and Me xico.  Also, expand the appropriate
section to provide the disclosure requir ed by Item 101(d) of Regulation S-K.

Business, page 55

4. Revise your business section as appropriate to disclose  the services you provide.

5. With a view toward disclosure, please tell us about any planned joint venture with Alkem.

Overview, page 55

6. Please refer to prior comment 10.  Please revise page 55 to clarify which portion
of the billion dollar mark et is related to your bus iness.  Also, update the
references to 2004 and 2003 industry data to the extent practical.

7. Please tell us where you revised page 66 in response to prior comment 11.

Sales and Marketing, page 65

8. Please disclose the material terms of the agreement with Alkem.  Tell us whether you have any other material agreements with customers.  If so, file those agreements as exhibits and disclose their material terms.

Exhibits

9. We note that you have requested confiden tial treatment for portions of exhibit
10.35.   We will review and provide any comments on your request separately.
Please resolve all comments regarding your request before requesting acceleration
of the effectiveness of this registration statement.

Hojabr Alimi
Oculus Innovative Sciences, Inc.
December 14, 2006 Page 3
*     *     *     *     *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewing your amendment and responses to our comments.
You may contact at Kristin Lochhead at  (202) 551-3664 or Brian Cascio, Branch
Chief, at (202) 551-3676 if you have ques tions regarding comments on the financial
statements and related matters.  Please cont act Donald C. Hunt at (202) 551-3647 or me
at (202) 551-3602 with any other questions.

Sincerely,

Thomas A. Jones
Senior Attorney

cc (via fax):   Sylvia K. Burks, Esq., Pillsbury Winthrop Shaw Pittman LLP   Gabriella A. Lombardi, Esq., Pillsbury Winthrop Shaw Pittman LLP

Mail Stop 6010

 November 27, 2006

Hojabr Alimi
Chief Executive Officer and President
Oculus Innovative Sciences, Inc.
1129 N. McDowell Blvd.
Petaluma, California 94954

Re: Oculus Innovative Sciences, Inc.
 Amendment No. 2 to Registra tion Statement on Form S-1
 Filed November 13, 2006
 File No. 333-135584

Dear Mr. Alimi:

We have reviewed your registration stat ement and have the following comments.
Where indicated, we think you should revise  your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. Please amend your filing to include all non-Rule 430A information, including the
number of securities to be offered.  Refe r to Item B.90 of our Manual of Publicly
Available Telephone Interpretations  available on our website at www.sec.gov .
Also, revise the fee table if necessary.

2. We reissue comment 1.  If you must incl ude technical terms in the body of your
prospectus that are understood only by industry experts, you should explain these terms where you first use them. In addition, do not use technical terms or industry jargon in your explanations.  We note, for example your references to “oxidized

Hojabr Alimi
Oculus Innovative Sciences, Inc.
November 27, 2006 Page 2
chemical species,” “receptor binding, molecular transport, ” hypochlorite-based
solution,” “adhesive metrix,” “histamine production and cytokine release,” and “in vitro” on page 59 and “bacterial load reduction,” “log 10 reduction” and
“baseline” on page 61.  Please note that these are merely examples and do not
constitute a comprehensive list.

We may face intellectual propert y infringement claims, page 19

3. Please tell us why you have not filed as exhibits the settlement agreements disclosed in the last pa ragraph of this section.

Use of Proceeds, page 30

4. We note your disclosure that you plan to repay your bridge loan with proceeds
from this offering.  Please pr ovide the disclosure require d by Instruction 4 to Item
504 of Regulation S-K.

Dilution, page 33

5. Regarding your dilution table, please make  sure you start with historical net
tangible book value per share. Then show  how you derived the pro forma amounts
before the offering (reflecting conversion of preferred to common) that you are
using for comparison to net tangible book va lue per share after the offering.

Our dependence on distributors for sales could limit or prevent us from selling, page 16

6. Please file as an exhibit your agre ement with your Indian distributor.

Revenues, page 42

7. Please expand the last paragraph on pa ge 42 to explain why the revenues
increased.  Also, expand the second full paragraph on page 44 to explain why the
expenses increased.

Business, page 53

8. Please tell us why you deleted the disc losure on pages 55 and 56 about your
products.

Overview, page 54

9. We note your disclosure regarding mile stones you hope to achieve through 2009.
Please balance your disclosure here by addressing the material hurdles to

Hojabr Alimi
Oculus Innovative Sciences, Inc.
November 27, 2006 Page 3
achieving these milestones and/or assump tions made in estimating your timetable
for achieving these milestones.

Industry Background, page 54

10. Please provide us with copi es of the industry reports you cite on pages 54-56 and
page 65.  Also, clearly mark the relevant sections that suppor t the data you have
included in your prospectus and the page  number of your prospectus where such
data has been used.

11. Please revise pages 56 and 65 to clarify which portion of the billion dollar and
multi-million dollar markets are related to your business.

Physician Clinical Studies, page 62

12. We note your disclosure in the first full paragraph on page 62 regarding clinical
studies of Microcyn.  Please address in your  risk factors any risk in relying on the
results of those studies, given your disc losure in the last sentence of that
paragraph.

13. We reissue comment 19 from our letter dated July 28, 2006.  We note, for
example, your reference to a study co nducted by Fermin Martinez de Jesus.

Equity Compensation Plans, page 87

14. Please discuss the material terms of the pl ans.  For example, we note the reference
on page 14 to the “right of rescission” gr anted under certain stock option plans.

Financial Statements, page F-1

Report of Independent Registered Public Accounting Firm, page F-2

15. We note your “draft” report for the effect  of a reverse stock split of your stock.
Prior to going effective, th e audit report should be si gned and the draft language
should be removed.

Note 1 – The Company, page F-11

Stock Split, page F-11

16. Since your board of directors has not appr oved the actual reverse stock split ratio,
please tell us why it is appropriate to retroactively adjust your consolidated
financial statements to reflect a 1 for 4 reverse stock split.

Hojabr Alimi
Oculus Innovative Sciences, Inc.
November 27, 2006 Page 4
Note 3.  Summary of Significant Accounting Policies, page F-12

Convertible Instruments, page F-20

17. We note your response to prior comment 13 in our letter dated October 12, 2006.
Your disclosure on page F-20 states th at your convertible preferred stock is
conventionally convertible because the stock is convertible into a fixed number of
shares.  However, we note on page F-32 th at the conversion rate  of your preferred
stock will be adjusted in the event of fu ture issuances of equity securities or
convertible instruments that feature pri ces more favorable than the conversion
rates specified in the preferred shares.  Please tell us how this feature impacts
your assessment of whether the preferre d shares are conventional convertible
instruments in your EITF 00-19 analysis.  If the instrument does not qualify as
conventional convertible, pa ragraphs 12-32 of EITF 00- 19 must be analyzed to
determine whether the conversion feature s hould be accounted for as a liability or
equity.

18. Additionally, we refer to your disclosure that you record the embedded conversion options as a discount to conve rtible notes and that you record as
deemed dividends the intrinsic value of conversion options embedded in preferred
shares.  Please revise to identify the embedded derivatives you have identified,
disclose the value of these derivatives at  each balance sheet date and discuss the
related accounting treatm ent in your footnotes.

Note 11 – Commitments, Contingenc ies and Other Matters, page F-29

Legal Matters, page F-29

19. We see that you entered into a settlement agreement in November 2006 with a former employee which provides for the issuance of a warra nt to purchase 50,000
shares of common stock at $3.00 per shar e.  Please revise to disclose the
accounting treatment and the expense exp ected to be recognized from the
issuances of the warrants. We note that the exercise price is significantly lower
than the mid-point of the IPO filing range.

20. Please revise to disclose the amount, if any, accrued for the recall of Cidalcyn.  If no amounts are accrued as of September 30, 2006 for the recall, please tell us why
you do not believe a liability is necessary.

Hojabr Alimi
Oculus Innovative Sciences, Inc.
November 27, 2006 Page 5
Note 12 – Stockholders’ Equity, page F-28

Stock Purchase Warrants Issued in Financing Transactions, page F-34

21. We see that the exercise price on warrants  issued with financing is equal to the
lesser of a stated exercise price or the price offered to any other investor in
subsequent stock offerings prior to the expi ration date of the warrants.  Please tell
us how this impacted your assessment of whether the warrant liability should be bifurcated since it appears the number of  shares issuable upon conversion of the
convertible instrument is variable.  Add itionally, please tell us whether there is a
cap on the number of shares which could be  issued.  If there is no explicit limit on
the number of shares that are to be de livered upon exercise of the conversion
feature, you would not be able to assert that you will have sufficient authorized and unissued shares to settle the conv ersion option. As a result, the conversion
feature would be accounted for as a derivativ e liability, with changes in fair value
recorded in earnings each period.  Refe r to paragraphs 20-24 of EITF 00-19.

Valuation of Common Stock, page F-31

22. We see your response to prior comment 10 in our letter dated October 12, 2006.
Please further demonstrate why you believe th at there was no change in the fair
value of your stock from the valuation r eceived in July 2005 for options issued
through January 2006.  Please reference sign ificant events or  changes in your
business to support your conclusion.

23. On page F-35, you disclose that warrants issued during the six month period ended September 30, 2006 were valued usi ng a fair value of underlying stock of
$18.00 per share.   Yet, on page F-36, you di sclose that all equity transactions
completed during the six months ended September 30, 2006 were based on a fair
value of $13.00 per share, the mid point of  the IPO filing range.  Please explain
this discrepancy.

Note 13 – Stock Compensation Plans, page F-37

Stock-Based Compensation Before Adoption of SFAS No. 123(R), page F-38

24. Please revise to disclose the weighted average fair value of options granted during each year for which an income statement is provided, as required by paragraph 47(b) of SFAS 123.

25. Please revise to remove the pro forma disc losures of the effect on net loss if you
had applied the fair valu e provisions of SFAS 123 to  stock-based compensation
arrangements for the six months ended September 30, 2005 and 2006.  Refer to paragraph 85 of SFAS 123(R).

Hojabr Alimi
Oculus Innovative Sciences, Inc.
November 27, 2006 Page 6

Item 15. Recent Sales of Unregistered Securities, page II-1

26. Please revise your disclosure to include all of the information required by Item
701 of Regulation S-K for the debt tr ansaction referenced on page 4.

*     *     *     *     *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewing your amendment and responses to our comments.
You may contact at Kristin Lochhead at  (202) 551-3664 or Brian Cascio, Branch
Chief, at (202) 551-3676 if you have ques tions regarding comments on the financial
statements and related matters.  Please cont act Donald C. Hunt at (202) 551-3647 or me
at (202) 551-3602 with any other questions.

Sincerely,

Thomas A. Jones
Senior Attorney

cc (via fax):   Sylvia K. Burks, Esq., Pillsbury Winthrop Shaw Pittman LLP   Gabriella A. Lombardi, Esq., Pillsbury Winthrop Shaw Pittman LLP

Mail Stop 6010

 October 12, 2006

Hojabr Alimi
Chief Executive Officer and President
Oculus Innovative Sciences, Inc.
1129 N. McDowell Blvd.
Petaluma, California 94954

Re: Oculus Innovative Sciences, Inc.
 Amendment No. 1 to Registra tion Statement on Form S-1
 Filed September 18, 2006
 File No. 333-135584

Dear Mr. Alimi:

We have reviewed your registration stat ement and have the following comments.
Where indicated, we think you should revise  your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. Please revise your disclosure to clarif y technical terms used throughout your
filing.  For example, we note the third sentence on page 9 concerning three
pathogens.

Because all of our products are based on our Microcyn platform technology, page 8

2. The fourth sentence of this section is not c onsistent with the fift h sentence of this
section.  Please advise or revise.

Hojabr Alimi
Oculus Innovative Sciences, Inc.
October 12, 2006 Page 2

We may agree to change the brand na me of our product in Mexico, page 13

3. Please disclose the percentage of  your revenues from Microcyn60.

Overview, page 50

4. We note your response to prior comment 20 and reissue that  comment, which
sought revised disclosure in the first paragraph here and in the summary.

Our Products – Microcyn Platform, page 55

5. We note your response to prior comment 21.  Please revise your tabular disclosure
here and in the summary (in a footnote or otherwise) to clarify (i) the reasons why
the indications for your products differ from one another and (ii) whether
similarly named products have differe nt or identical formulations.

Principal Stockholders, page 94

6. Please disclose the natural person who has voting or investment power for the
shares held by Brookstreet Securities Corporation.

Financial Statements, page F-1

Consolidated Statements of Stockhol ders’ Equity (Deficit), page F-5

7. We note that during the three months e nded June 30, 2006 you issued warrants in
exchange for services with a fair va lue of $26,000.  Please revise to include a
description of the warrants, including the number of shares the warrants are
exercisable for, the exercise price, the term, and the significant assumptions used
to value the warrants.

Note 3 – Summary of Significant Accounting Policies, page F-9

Stock-Based Compen sation, page F-14

8. We see that you adopted SFAS 123(R) dur ing the three months ended June 30,
2006.    When you adopt a new accounting stan dard in an interim period the notes
to interim financial statements should pr esent all of the relevant disclosures
required by that standard in the peri od of adoption.  Please expand your
disclosures as required by paragraph 84 of SFAS 123(R).

Hojabr Alimi
Oculus Innovative Sciences, Inc.
October 12, 2006 Page 3

Note 8 – Accrued Expenses and Other Current Liabilities, page F-22

9. We note your response to prior comment 47.  Please revise your disclosures to
clearly describe the accrued stock opti on rescission and the basis for your
accounting.  Include in your discussion when the options were granted and when
the statue of limitations lapsed.

Note 12 – Stockholders’ Equity, page F-28

Valuation of Common Stock, page F-31

10. We note your response to prior comment 49.  Please address the following:
• Tell us why there was no increase in  the fair value of your common stock
from July 2005 when you obtained an independent valuation to when you
issued options in October 2005 and January 2006.
• Considering that your initial organizati onal meeting with investment bankers
took place on July 27, 2005, tell us  how you determined that it was
appropriate to discount the fair value of your common stock 58% and 50%
from the mid-point of the expected IPO filing range, particul arly for the more
recent issuances such as the options granted on July 27, 2006.
• Tell us how you determined a 44% and 33%  discount from the preferred stock
purchase price was appropriate.
• Tell us why you issued warrants to your advisory board, law firm, placement
agent, and consultants at $4.50 per share in September, October and
November 2005 and January 2006 but issued options to employees and board members at $2.54 and $3.00 during this sa me period and subsequent period,
respectively.  Include in your response a detailed analysis of any differences
between the options and warrant s and why you concluded that no
compensation expense was necessary for the option grants.
• Tell us why the $2.82 per share July 2006 valuation was significantly lower
than the expected IPO f iling range and $4.50 warrant exercise price issued in
conjunction with your June 2006 financing.
• Tell us when the underwriter’s provided you with the estimated IPO offering price range.
• Clearly discuss significant changes or even ts that occurred over the last 12
months that would support the substantia l discounts and the variations in the
prices assigned to your  options and warrants.

11. We note your response to prior comment 50, the inclusion of the consent for the
July 2005 valuation report, and the disclosures on page F-32 to a June 2006
valuation report.  While you are not require d to make reference to an independent
valuation, when you do so, in this case the June 2006 report, you must name the

Hojabr Alimi
Oculus Innovative Sciences, Inc.
October 12, 2006 Page 4
expert and file their written consent as an exhibit to the regi stration statement.
See Item 601(b) of Regulation S-K.

Note 13 – Stock Compensation Plans, page F-32

12. We note that you removed the tables disc losing the option activity under all your
plans and the options outsta nding and currently exercisable for the years ended
March 31, 2004 through 2006.  Please revise  to include these disclosures.

Note 18 – Subsequent Events

13. We note that you have issued Series C convertible preferred stock and warrants
on September 14, 2006.

14. Please tell us and revise the filing to clea rly disclose all the material terms of the
convertible preferred stock and warr ants, including but not limited to, the
conditions under which the company or the holder may convert into common
shares, the conversion rate and all conditions that may resu lt in adjustments to that
rate, any conditions under which the co mpany or the holder may redeem the
stock, and the dividend rate s and any adjustments th ereto.  Likewise, please
clearly describe the material terms of a ll related agreements, such as registration
rights agreements and guarantee agreements.

15. Describe clearly how you have or will account for the Series C convertible
preferred stock, including any related discounts, any beneficial conversion
features pursuant to EITF 98-5 or any embedded derivatives requiring bifurcation
pursuant to SFAS 133 and EITF 00-19.

16. Provide a similar discussion of your accounting for the warrants.
• Revise the Critical Accounting Estimates  section of MD&A to disclose the
methodology and significant estimates used to value any of instruments you carry at fair value.
In this regard, as applicable, please refer to the guidance provided in SFAS 150, EITF 05-04, EITF 00-19 and the Division of Corporation Finance’s Current
Accounting and Disclosure Issues Outline at
http://www.sec.gov/divisions/corpfin/acctdis120105.pdf .

17. Please clearly disclose your assessment of the impact that the recall is expected to
have on your business and operations.

Hojabr Alimi
Oculus Innovative Sciences, Inc.
October 12, 2006 Page 5
Item 17. Undertakings, page II-5

18. We note your response to prior comment 55.  We note that in the event that you
rely on Rule 424(b)(3), you would be s ubject to Rule 430C(d ) of the Securities
Act, which requires you to furnish the undertakings required by Item 512(a) of
Regulation S-K.  We therefore ask that you provide the undertakings contained in
Item 512(a)(5)(ii).

*     *     *     *     *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewing your amendment and responses to our comments.
You may contact at Lynn Dicker at (202) 551-3616 or Brian Cascio, Branch
Chief, at (202) 551-3676 if you have ques tions regarding comments on the financial
statements and related matters.  Please cont act Donald C. Hunt at (202) 551-3647 or me
at (202) 551-3602 with any other questions.

Sincerely,

Thomas A. Jones
Senior Attorney

cc (via fax):   Sylvia K. Burks, Esq., Pillsbury Winthrop Shaw Pittman LLP   Gabriella A. Lombardi, Esq., Pillsbury Winthrop Shaw Pittman LLP

Mail Stop 6010

 July 28, 2006

Hojabr Alimi
Chief Executive Officer and President
Oculus Innovative Sciences, Inc.
1129 N. McDowell Blvd.
Petaluma, California 94954

Re: Oculus Innovative Sciences, Inc.
 Registration Statement on Form S-1
 Filed July 3, 2006
 File No. 333-135584

Dear Mr. Alimi:

We have reviewed your registration stat ement and have the following comments.
Where indicated, we think you should revise  your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. Please confirm that any preliminary prosp ectus you circulate will include all non-
Rule 430A information.  This includes the price range and related information
based on a bona fide  estimate of the public offering w ithin that range.  Also, in the
next amendment, please fill in the blanks  throughout the filing, and note that we
may have additional comments after you do so.

2. Please provide us with copies of any gra phics or artwork that  you intend to use in
your prospectus.  We may have further co mment after reviewing those materials.

Hojabr Alimi
Oculus Innovative Sciences, Inc.
July 28, 2006 Page 2
3. We note that on your website you referen ce distribution of your products in Iran,
Sudan, and Syria, countries identified by the U.S. State Department as state
sponsors of terrorism, and subject to U.S. economic sanctions.  Please describe for
us the extent and nature of your past, cu rrent, and anticipated contacts with those
countries, whether through subsidiaries, dist ributors, affiliates or  other direct or
indirect arrangements.  Discuss sales or other contacts with the governments of these countries, including government-own ed or controlled entities, and private
parties.  Please also describe any po tential or actual military uses of your
products, other than wound care.

4. Discuss for us the materiality to you of your contacts with Iran, Sudan, and Syria,
individually and in the aggr egate, and whether those cont acts, individually or in
the aggregate, constitute a material investment risk for your security holders.
Please address materiality in quantitative terms, including the dollar amounts of
any associated assets and liabilities, and revenues.  Please also address materiality
in terms of qualitative fact ors that a reasonable investor would deem important in
making an investment decision, including the potential impact of corporate
activities upon a company’s re putation and share value.
 We note, for example, that Arizona and Louisiana have adopted legislation that
requires their state retirement systems to  prepare reports rega rding state pension
fund assets invested in, and/or permits divestment of state pension fund assets
from, companies that do business with  U.S.-designated state sponsors of
terrorism.  The Pennsylvania legislature has adopted a resolution directing its
Legislative Budget and Finance Committee to report annually to the General
Assembly regarding state funds invested in  companies that have  ties to terrorist-
sponsoring countries.  The Missouri Invest ment Trust has established an equity
fund for the investment of certain state-he ld monies that screens out stocks of
companies that do business with U.S.-des ignated state sponsor s of terrorism.
Illinois, Maine, New Jersey and Ore gon have adopted legislation requiring
reporting of interests in, or divestment  from, companies that do business with
Sudan, and similar legislation has been pr oposed by several other states.  Finally,
Harvard University, Yale University, Stan ford University, and other educational
institutions have adopted policies prohi biting investment in, and/or requiring
divestment from, companies that do bus iness with Sudan.  Your materiality
analysis should address the potential imp act of the investor sentiment evidenced
by such actions directed toward companies that operate in Iran, Sudan, and Syria.

Hojabr Alimi
Oculus Innovative Sciences, Inc.
July 28, 2006 Page 3
Prospectus Summary, page 1

Oculus Innovative Sciences, Inc., page 1

5. Please clarify your disclosure in the final two paragraphs of this section so that
potential investors can more readily identify the products  you are currently
marketing, those for which you are seeking or plan to seek regulatory approval,
and the geographic markets for each.  Cons ider presenting this information in
bullet point or tabular format.

6. Please tell us whether all of the sources of  the data cited in the prospectus have
consented to your use of their data an d whether any reports were prepared
specifically for your use.

7. Please revise the “Principal Risks” s ubsection of your summary to present the
information disclosed using bullet points, subcaptions or another more readable format.

The Offering, page 4

8. Please expand your disclosure to address the treatment of shares reserved for
future grants under your 2006 stock incentive plan.

Summary Consolidated Fi nancial Data, page 5

9. Please revise the table in footnote (1) on page 5 and footnote (1) on page 30 to
remove the caption which currently shows the totals of the stock-based compensation expense amounts presented in the individual inco me statement line
items.  We refer you to Section I.C.2 of the 12/1/05 Current Accounting and
Disclosures Issues in the Division of Co rporation Finance, which can be accessed
at http://www.sec.gov/divisi ons/corpfin/acctdis120105.pdf
.

Risk Factors, page 7

10. If true, please add a risk factor that addresses the fact th at your Articles of
Incorporation will authorize the issu ance of 100,000,000 shares of common stock
and 5,000,000 shares of preferred stock, that authorized but unissued shares may
be issued without further shareholder approval and that these shares may be
granted rights and preferences  that are greater than t hose of common shares being
offered pursuant to this prospectus.

Hojabr Alimi
Oculus Innovative Sciences, Inc.
July 28, 2006 Page 4
We may incur significant li abilities . . ., page 9

11. Please disclose whether you are aware of th e Mexican Ministry of Health’s intent
to pursue claims against you.  Also disclose the statute of limitations, if any, that would limit the MOH’s ability to bring claims in the future.

12. Please revise the MD&A to discuss your relationship with MOH.  We note the
first and last sentences of this risk factor.

We are in a dispute with the licensor …, page 12

13. Please disclose the material amount of your revenues from the patent license.  Also, clarify whether the loss of the pa tent licenses may affect sales of your
products outside of Japan.  In addition, file the agreement as an exhibit.

Capitalization, page 25

14. Please revise to remove the caption rela ting to cash and cash equivalents from
your presentation of capitalization.

Management’s Discussion and Analysis . . ., page 31

15. We note your discussion of the need to perform clinical trials on your Microcyn
platform technology and your disclosure on pa ge 3 that clinical  trials will be
“lengthy and expensive.”  We furthe r note your reference on page 18 to
development of a compound with potentia l applications in oncology.  Provide
more details of the specific plans to  pursue commercialization of the your
products and product candidates, quantify the estimated costs and discuss the expected funding/ financing sources. You should also discuss the expected timing
of these events.

Discontinued Operations, page 33

16. Please file as exhibits the agreements with Quimica Pasteur.

Comparison of Years Ended March 31, 2006 and March 31, 2005, page 36

Cost of Revenues, pages 36 and 38

17. Please revise to discuss the specific r easons for the significant gross loss each
period and your plans and efforts to generate gross profit from your products and services. In addition, discuss the expected impact to Oculus Innovative Sciences if
you are not able to do this.

Hojabr Alimi
Oculus Innovative Sciences, Inc.
July 28, 2006 Page 5

Liquidity and Capital Resources, page 39

18. Please tell us how you will account for the warrants issued in connection with the Loan and Security Agreement entered into in June 2006.

Business, page 44

19. Please file the consents required by Rule  436 for the physician clinical studies
summarized in your prospectus.

Overview, page 44

20. Please revise the first paragraph here a nd in the summary to clarify that you do
not have the necessary regulatory approva ls to market Microcyn in the United
States as a drug.

Our Products – Microcyn Platform, page 49

21. Please clarify how each of the products listed in the table differ.  We note, for
example, the varying indications for “Dermacyn Wound Care” in the United
States, European Union and Canada.  Are these different products?  Also, please reconcile your product indicat ion descriptions here with  your disclosure on page
3, which implies that the United States  and European Union versions of
Dermacyn are identical to one another and to Microyn60 in Mexico.

22. Please explain technical terms, such as “stasis ulcers.”

Clinical Trials and Physician Studies, page 51

Completed Trials and Studies, page 51

23. Please specify which of the studies you sponsored and disclose the details of your
sponsorship, quantifying the extent of your sponsorship if possible.

24. Revise your disclosure to identify Dr. Luca Dalla Paola as a member of your
business and medical advisory board.

25. Tell us how you selected the physician c linical studies to highlight in your
prospectus and provide us with details regarding the seven additional studies not summarized in the prospectus.

Hojabr Alimi
Oculus Innovative Sciences, Inc.
July 28, 2006 Page 6
Sales and Marketing, page 54

26. Please file all material agreements re quired by Item 601(b) of Regulation S-K,
including any material di stribution agreement.

27. Please revise the last paragraph of this section to specify th e regulatory approvals
needed and disclose the steps you have taken to receive those approvals.

Other Market Opportunities, page 55

28. Please disclose the amount of material revenues from each of the other market
opportunities, such as the percentage of revenues from veterinary medicine.

29. Please expand the second paragraph on page 55 to identify the leading manufacturer.  Also, file th e agreement as an exhibit.

30. Please expand the third full paragraph on page 56 to specify the regulatory
approvals needed.

Research and Development, page 56

31. Please expand your disclosure to explain what your “L3 anti-viral compound” is
and to provide details of the referenced pr eclinical studies.   Please reconcile your
development of this compound with your statement in the first sentence of this section regarding the goals of your re search and development program.

Intellectual Property, page 57

32. Please clarify the signifi cance of having (i) filed pr ovisional, as opposed to non-
provisional, patent applications and (ii) received a no tice of allowance from the
U.S. Patent and Trademark Office.

Foreign Regulation, page 65

33. Please disclose in greater detail the gove rnment regulatory approval processes for
those jurisdictions in which you manufact ure, market or sell your products,
including, for example, Mexico.

Executive Officers, Key Employees and Directors, page 67

34. Please discuss the business experience during the past five years of Mr. Alimi.

Hojabr Alimi
Oculus Innovative Sciences, Inc.
July 28, 2006 Page 7
Employment, Severance and Change of Control Arrangements, page 74

35. Please tell us how you will account for the additional options that will be granted upon completion of the offering discussed on page 74.

Equity Compensation Plans, page 75

36. Please summarize the material terms of your 2006 Stock Incentive Plan.

Physician Advisors, page 79

37. Please clarify how you compensate your  clinical investigational board.

38. Please clarify the role of the business and medical advisory board and the clinical
investigational board by in cluding specific information regarding their activities
for your company.

39. Please tell us whether the physicians disclo sed in this section have consented to
the description of their role with you.

Related Party Transactions, page 81

40. Please disclose the payments to date to White Moon Medical.

41. Please clarify why all options held by your directors will vest upon completion of
this offering.  For example, was this a term of their original option agreements or
plan?

Change in Independent Registered  Public Accounting Firm, page 93

42. Please revise to provide all disclosure s required by Item 304 of Regulation S-K
and the Exhibit 16 letter from PricewaterhouseCoopers.

Financial Statements, page F-1

43. Please update the financial statements as required by Rule 3-12 of Regulation S-
X.

44. Include updated accountants’ consents with all amendments to the filing.

Hojabr Alimi
Oculus Innovative Sciences, Inc.
July 28, 2006 Page 8
Consolidated Statements of Cash Flows, page F-7

45. We note that the effect of exchange rates on cash of $144, $(127), and $(14) for
fiscal 2006, 2005 and 2004, respectively, are the same as the foreign currency translations on your consolidated statements of stockholders’ equity (deficit).
Please tell us whether you prepared the statement of cash flows for your foreign
operations using the exchange rates in e ffect at the time of the cash flows in
accordance with paragraph 25 of SF AS 95.  Revise as necessary.

Note 3 – Summary of Significant Accounting Policies, page F-8

Accounts Receivable, page F-10

46. Please clarify the nature of the govern ment charge-backs and how these are
recorded in your financial statements.

Note 8 – Accrued Expenses and Other Current Liabilities, page F-19

47. Please tell us the nature of the accrual for stock option rescission.

Note 9 – Long-Term Debt, page F-19

48. We note that you allocated a portion of the proceeds from your debt financings to
warrants.  Please revise to disclose the significant assumptions used to value the
warrants.

Note 12 – Stockholders’ Equity, page F-24

Valuation of Common Stock, page F-27

49. Provide us with an itemized chronologi cal schedule detailing each issuance of
your preferred shares, ordinary shares, st ock options and warrants during the last
12 months.  Include the following information for each issuance or grant date:

a. Number of shares issued or issuable in the grant
b. Purchase price or exercise price per share
c. Any restriction or vesting terms
d. Management’s fair value per share estimate
e. How management determined the fair value estimate
f. Identity of the recipient a nd relationship to the company
g. Nature and terms of any concurrent  transactions with the recipient
h. Amount of any recorded compensation element and accounting literature relied upon

Hojabr Alimi
Oculus Innovative Sciences, Inc.
July 28, 2006 Page 9

In the analysis requested a bove, highlight any transacti ons with unrelated parties
believed by management to be particularly  evident of an objective fair value per
share determination.  Progressively bri dge management’s fair value per share
determinations to the current estimated IPO price per share, identifying all material po