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                          April 25, 2024

       Shankar Musunuri
       Chief Executive Officer
       Ocugen, Inc.
       11 Great Valley Parkway
       Malvern, PA 19355

                                                        Re: Ocugen, Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed April 18,
2024
                                                            File No. 333-278774

       Dear Shankar Musunuri:

              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 Lauren
Hamill at 303-844-1008 with any questions.




                          Sincerely,


                          Division of Corporation Finance

                          Office of Life Sciences
       cc:                                              Jennifer Porter