December 11, 2017

 

Via EDGAR and Federal Express

U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549

Attention:

Katherine Bagley

 

Re:

Ocean Power Technologies, Inc. Registration Statement on Form S-3 File No. 333-221867

 

Dear Ladies and Gentlemen:

 

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Ocean Power Technologies, Inc. (the “Company”), the registrant under the registration statement on Form S-3, File No. 333-221867 (the “Registration Statement”), respectfully requests that the Registration Statement be declared effective at 4:00 p.m., Washington, D.C. time, on December 12, 2017, or as soon as practicable thereafter.

 

 

		Very truly yours,   OCEAN POWER TECHNOLOGIES, INC.
		/s/ Matthew T. Shafer
		Matthew T. Shafer
		Chief Financial Officer