October 18, 2019

Shankar Musunuri
Chief Executive Officer
Ocugen, Inc.
5 Great Valley Parkway, Suite 160
Malvern, PA 19355

       Re: Ocugen, Inc.
           Registration Statement on Form S-3
           Filed October 7, 2019
           File No. 333-234127

Dear Mr. Musunuri :

       We have limited our review of your registration statement to those
issues we have
addressed in our comments. In some of our comments, we may ask you to provide
us with
information so we may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Form S-3 filed October 7, 2019

Exclusive Jurisdiction for Certain Actions, page 81

1.     According to your disclosure on page 81, your sixth amended and restated
certificate of
       incorporation identifies the Delaware Court of Chancery, as a general
matter, as the sole
       and exclusive forum for, among other claims, any derivative action
brought on the
       company's behalf. We also note the risk factor on page 66, which notes
that there will be
       a similar provision in your amended and restated bylaws, which
apparently have not yet
       been filed, providing in addition that stockholders will not be deemed
to have waived the
       company's compliance with the federal securities laws and the rules and
regulations
       thereunder. Please revise your disclosure on page 81 to reflect the
current provisions,
       including this anti-waiver provision. In addition, revise to state
clearly whether this
       exclusive forum provision applies to actions arising under the
Securities Act or Exchange
 Shankar Musunuri
Ocugen, Inc.
October 18, 2019
Page 2
      Act. In that regard, we note that Section 27 of the Exchange Act creates
exclusive federal
      jurisdiction over all suits brought to enforce any duty or liability
created by the Exchange
      Act or the rules and regulations thereunder and Section 22 of the
Securities Act creates
      concurrent jurisdiction for federal and state courts over all suits
brought to enforce any
      duty or liability created by the Securities Act or the rules and
regulations thereunder. If
      the provision applies to Securities Act claims, please also revise your
prospectus to state
      that there is uncertainty as to whether a court would enforce such
provision and that
      investors cannot waive compliance with federal securities law and the
rules and
      regulations thereunder. Finally, please revise to incorporate by
reference the new articles
      and bylaws once they are filed.
Important Information Incorporated by Reference, page 83

2.    We note that the accountant's consent filed as exhibit 23.1 refers to
"the report dated
      June 14, 2019, with respect to the consolidated financial statements of
Ocugen, Inc. ("Old
      Ocugen") included in the Registration Statement (Form S-4 No.
333-232147)." However,
      it does not appear that those financial statements have been either
provided in the current
      Form S-3 or incorporated by reference to the Form S-4. Moreover, it
appears that
      inasmuch as "Old Ocugen" was the accounting acquirer in the recent
reverse acquisition
      with Histogenics, Inc., and the company whose operations are ongoing in
the new
      combined entity, those financial statements should be included in the
current registration
      statement. Please revise or advise.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

      You may contact Gregory Dundas, Attorney Adviser, at (202) 551-3436 or
Celeste
Murphy, Legal Branch Chief, at (202) 551-3257 with any questions.



                                                            Sincerely,
FirstName LastNameShankar Musunuri
                                                            Division of
Corporation Finance
Comapany NameOcugen, Inc.
                                                            Office of Life
Sciences
October 18, 2019 Page 2
cc:       Jacquelynne M. Hamilton, Esq.
FirstName LastName