CORRESP 1 filename1.txt UNIVERSAL DISPLAY CORPORATION 375 PHILLIPS BOULEVARD EWING, NJ 08618 August 17, 2005 Via EDGAR and Facsimile ----------------------- Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, DC 20549 Attention: Sara Kalin, Esquire Re: Universal Display Corporation (the "Company") Registration Statement on Form S-3 (Filing No. 333-120737) ----------------------------------------------------------- Dear Ms. Kalin: As per your voicemail to our counsel, Justin W. Chairman of Morgan, Lewis & Bockius LLP, on August 16, 2005, in accordance with Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests the acceleration of the effective date of the above-referenced Registration Statement so that it will become effective Friday, August 19, 2005, at 3:00 p.m. Eastern Time or as soon thereafter as practicable. Pursuant to your letter to Steven V. Abramson of the Company dated May 19, 2005, in connection with this request for effectiveness, the Company acknowledges the following: The disclosure in the filing is the responsibility of the Company. The Company represents to the Commission that should the Commission or the staff acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing and the Company represents that it will 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. The Company further acknowledges, that the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosures in the filing. Sincerely yours, Universal Display Corporation By: /s/ Sidney D. Rosenblatt ----------------------------- Sidney D. Rosenblatt Executive Vice President and Chief Financial Officer cc: Justin W. Chairman, Esquire