Justin W. Chairman                                  Morgan, Lewis & Bockius LLP
215-963-5061
jchairman@morganlewis.com


June 23, 2005

VIA EDGAR AND OVERNIGHT COURIER

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Mark P. Shuman, Esquire
Branch Chief-Legal, Division of Corporation Finance

Re:   Universal Display Corporation
      Registration Statement on Form S-3 -- File No. 333-120737
      ---------------------------------------------------------

Dear Mr. Shuman:

This letter is being submitted in response to the comments given by the staff of
the Division of Corporation Finance of the Securities and Exchange Commission
(the "Commission") as set forth in your letter to Steven V. Abramson, President
and Chief Operating Officer of Universal Display Corporation (the "Company"),
dated May 19, 2005, with respect to the above-referenced registration statement
(the "Registration Statement"), as well as to the Company's Registration
Statement on Form S-3 (File No. 333-124306). We have been authorized by the
Company to provide the responses contained in this letter on behalf of the
Company.

Where indicated below, requested changes have been included in Amendment No. 3
to the Registration Statement ("Amendment No. 3"), which is being filed
contemporaneously with this response.

Please note that the shares belonging to several of the selling shareholders
listed in the original Registration Statement are not longer listed in Amendment
No. 3. Such shares were issuable upon the exercise of warrants that have
expired without being exercised.

For your convenience, we set forth each comment in italicized typeface and
include each response below the relevant comment.

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.

      A section entitled "Concurrent Offering," which contains information
      regarding the other pending offering, has been added to the prospectus.

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.

      In accordance with the Staff's comment, Amendment No. 3 incorporates by
      reference the Company's Quarterly Report on Form 10-Q and two Current
      Reports on Form8-K referenced by the Staff. In addition, the Company has
      included in Amendment No. 3 the language referenced in Interp. H.69
      regarding the incorporation by reference of additional filings the Company
      makes under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
      Act of 1934, as amended, made between the date of the initial registration
      and prior to the effectiveness of the registration statement. In
      accordance with Interp. H.69, following effectiveness the Company will
      file, pursuant to Rule 424(b) under the Securities Act of 1933, as
      amended, a prospectus identifying any such filings and removing the
      statement referenced above.





Securities and Exchange Commission
June 22, 2005
Page 2


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.

      The Company notes the Staff's comment. The referenced registration
      statement has been updated as per the Staff's request.


Please do not hesitate to contact the undersigned at 215-963-5061 if you should
have any questions or comments with regard to these responses.

Very truly yours,

/s/ Justin W. Chairman

Justin W. Chairman

cc:    Sara Kalin, Esquire
       Mr. Steven V. Abramson
       Scott C. Bovino, Esquire