LAW OFFICES

Thompson, Welch, Soroko & Gilbert llp

3950 CIVIC CENTER DRIVE, SUITE 300

SAN RAFAEL, CA  94903

(415) 448-5000

	FACSIMILE
RICHARD S. SOROKO	(415) 448-5010
	email: rsoroko@TWSGLAW.com
	SAN FRANCISCO OFFICE
	(415) 262-1200

December 28, 2015

Suzanne Hayes

Assistant Director

Office of Healthcare and Insurance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: OncoCyte Corporation

Form 10-12B

File No. 001-37648

Dear Ms. Hayes:

This letter is being submitted on behalf of OncoCyte Corporation to confirm that, in accordance with discussions between OncoCyte and the staff, the definitive Information Statement that will be mailed to BioTime shareholders will include the following revisions from the Preliminary Information Statement contained in Amendment No 1 to the Form 10:  (a) in the financial statements, line items that are presently labeled “available for sale securities” will instead be labeled “BioTime shares held as available for sale securities;” and (b) on page 82 the residual reference to Excluded Jurisdictions will be deleted.

OncoCyte will also be submitting today a request to have the Form 10 declared effective on Wednesday, December 30, 2015.

Please direct all correspondence and communications with respect to the Form 10 to the undersigned.

Very truly yours,

/s/Richard S. Soroko

Richard S. Soroko