May 19, 2005


Mail Stop 4-6

Mr. Steven V. Abramson
President and Chief Operating Officer
Universal Display Corporation
375 Phillips Boulevard
Ewing, NJ 08618

Re:	Universal Display Corporation

	Amendment No. 2 to Registration Statement on Form S-3
	Filed March 21, 2005
	File No. 333-120737

	Registration Statement on Form S-3
	Filed April 25, 2005
	File No. 333-124306

Dear Mr. Abramson:

      This is to advise you that we have reviewed your response
letter dated March 21, 2005 regarding registration statement
number
333-120737 and have limited our review of registration statement
number 333-124306 to the matters addressed in the comments below.
No
further review of the registration statements has been or will be
made.

	Where indicated, we think you should revise your documents 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.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
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.



REGISTRATION STATEMENTS ON FORMS S-3

General

1. Please include disclosure in both Forms S-3 regarding the other
pending offering.  To put the cover page references to the
secondary
distribution in each prospectus in an appropriate context, this
information about the concurrent secondary offering under the
other
filing should be included.

Where You Can Find More Information

2. We note that you filed your Form 10-Q for the quarter ended
March
31, 2005 after filing registration statement number 333-124306 and
that you have additionally filed two Forms 8-K since filing the
last
amendment to registration statement number 333-120737.  Please
revise
your filings to update this section accordingly and ensure that
any
future filings that are required to be incorporated by reference
are
properly reflected prior to effectiveness.  See Interp. H.69 of
the
July 1997 CF Manual of Publicly Available Telephone
Interpretations.

Pending Review of Confidential Treatment Requests

3. We note that there are currently two pending confidential
treatment requests regarding Company documents.  Please be advised
that your registration statements will not be declared effective
until all issues on such confidential treatment requests have been
resolved.  Additionally, please ensure that registration statement
number 333-124306 is updated to include the revised version of
Exhibit 10.6.


*	*	*	*	*

      As appropriate, please amend your registration statements 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 supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that 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 filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the Company and its management are in
possession of all facts relating to the Company`s disclosure, they
are responsible for the accuracy and adequacy of the disclosures
they
have made.

	Notwithstanding our comments, in the event the Company
requests
acceleration of the effective date of the pending registration
statements, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filings effective, it does not foreclose
the
Commission from taking any action with respect to the filings;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filings effective, does not
relieve the Company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filings; and

?	the Company may not assert this action 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 advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filings or in response to our comments on your filings.

      We will consider a written request for acceleration of the
effective date of the registration statements as a confirmation of
the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and
the
Securities Exchange Act of 1934 as they relate to the proposed
public
offerings of the securities specified in the above registration
statements.  We will act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.

      We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
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 advance of the requested effective
date.

      If you have any questions, please call Sara Kalin at (202)
551-
3454 or the undersigned at (202) 551-3462.  If you need further
assistance, you may contact Barbara Jacobs, Assistant Director, at
(202) 551-3730.

							Sincerely,



							Mark P. Shuman
							Branch Chief-Legal

CC:	Via Facsimile
	Mr. Justin Chairman, Esq.
	Morgan, Lewis & Bockius, LLP
	1701 Market Street
	Philadelphia, PA 19103
	Telephone: (215) 963-5000
	Facsimile:  (215) 963-5001







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Mr. Steven Abramson
May 19, 2005
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