February 4, 2020

George H. Kirby, III
Chief Executive Officer
Ocean Power Technologies, Inc.
28 Engelhard Drive, Suite B
Monroe Township, NJ 08831

       Re: Ocean Power Technologies, Inc.
           Registration Statement on Form S-1
           Filed January 21, 2020
           File No. 333-235995

Dear Mr. Kirby:

       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.

Registration Statement on Form S-1 filed January 21, 2020

General

1.     Please provide us with an analysis as to why you believe this offering
of an additional
       5,400,000 shares is appropriately registered as a transaction that is
eligible to be made on
       a shelf basis under Rule 415(a)(1)(i) of the Securities Act of 1933.
Among other factors
       in your response, please address the aggregate size of the resale
offerings that have been
       registered pursuant to the purchase agreement with Aspire Capital
compared to the
       number of shares of common stock held by non-affiliates. In this regard,
we note your
       disclosure that if all 5,400,000 shares were issued and outstanding, it
would represent
       more than 50% of the Company's total common stock outstanding. For
guidance, please
       refer to Question 612.09 of the Securities Act Rules Compliance and
Disclosure
       Interpretations.
 George H. Kirby, III
Ocean Power Technologies, Inc.
February 4, 2020
Page 2

        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.

       Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844
or, in her
absence, Kevin Dougherty, Attorney-Adviser, at (202) 551-3271 with any other
questions.



                                                           Sincerely,
FirstName LastNameGeorge H. Kirby, III
                                                           Division of
Corporation Finance
Comapany NameOcean Power Technologies, Inc.
                                                           Office of Energy &
Transportation
February 4, 2020 Page 2
cc:       Kevin J. Poli
FirstName LastName