Universal Display Corporation
                             375 Phillips Boulevard
                             Ewing, New Jersey 08618


November 1, 2001


Via EDGAR and Facsimile (202.942.9544)

Sara Hirsch
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Mail Stop 4-6
Washington, DC  20549-0306

Re:      Universal Display Corporation
         Registration Statement on Form S-3 filed September 21, 2001
         File No. 333- 69854
         -----------------------------------------------------------

Dear Ms. Hirsch:

Pursuant to Rule 477 of the Securities Act of 1933, as amended, we hereby
request withdrawal of the above-captioned registration statement. This
registration statement has not been declared effective by the Commission. The
selling shareholders named therein have not sold any securities under the
registration statement.

We are requesting withdrawal because certain terms of the preferred stock and
warrants described in the registration statement may be modified. We intend to
file a subsequent registration statement to register the shares underlying the
preferred stock and warrants after either (i) agreement has been reached with
the holders of these securities regarding modification of terms of the preferred
stock and warrants or (ii) a determination has been made that the terms of the
preferred stock and warrants will not be changed.

We understand that this application to withdraw our registration statement on
Form S-3 will become effective automatically upon filing with the Commission,
unless the Commission objects within 15 days after the filing hereof.

If you have any questions, please contact Richard A. Silfen (215-963-5024) or
Christine J. Arasin (215-963-5050) of Morgan, Lewis & Bockius LLP, the Company's
outside counsel.

Sincerely,

/s/ Steven V. Abramson
-------------------------------------
Mr. Steven V. Abramson
President and Chief Operating Officer