February 6, 2025

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

       Re: Ocugen, Inc.
           Registration Statement on Form S-3
           Filed January 31, 2025
           File No. 333-284629
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 Doris Stacey Gama at 202-551-3188 with any questions.



                                                           Sincerely,

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