April 3, 2020

Shankar Musunuri, Ph.D., MBA
Chief Executive Officer and Chairman
Ocugen, Inc.
5 Great Valley Parkway, Suite 160
Malvern, PA 19355

       Re: Ocugen, Inc.
           Registration Statement on Form S-3
           Filed March 27, 2020
           File No. 333-237456

Dear Dr. 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 Chris Edwards at (202) 551-6761 with any questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Life
Sciences
cc:    Jennifer L. Porter, Esq.