COVER 5 filename5.txt Morgan, Lewis & Bockius LLP Counselors at Law 1701 Market Street Philadelphia, PA 19103-2921 215-963-5000 Fax: 215-963-5299 Justin W. Chairman 215-963-5061 e-mail: jchairman@morganlewis.com November 24, 2004 VIA EDGAR Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Universal Display Corporation Registration Statement on Form S-3 ---------------------------------- Ladies and Gentlemen: On behalf of Universal Display Corporation (the "Registrant"), transmitted via EDGAR for filing pursuant to the Securities Act of 1933, as amended, is the Registration Statement on Form S-3 (the "Registration Statement") of the Registrant relating to the registration of 1,744,254 shares of its common stock, the aggregate initial offering price of which will not exceed $17,198,345. In payment of the applicable registration fee, $2,180 has been transferred to the Commission's account via federal wire transfer as required by Item 13(c) of Regulation S-T. We will contact the staff in several days to ascertain whether the staff intends to review the Registration Statement. We have been authorized to inform you that management of the Registrant and this office will cooperate with the staff in any way possible to assist you in processing the Registration Statement. Should you have any questions regarding this filing, please call the undersigned at (215) 963-5061. Sincerely yours, /s/ Justin W. Chairman Justin W. Chairman Enclosure