CORRESP
 

OCEAN POWER TECHNOLOGIES, INC.
1590 Reed Road
Pennington
New Jersey 08534
  April 23, 2007
VIA EDGAR AND FACSIMILE
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
     Re:   Ocean Power Technologies, Inc.
Registration Statement on Form S-1
File No. 333-138595
Request for Acceleration
Ladies and Gentlemen:
     Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Ocean Power Technologies, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-138595), as amended (the “Registration Statement”), so that it may become effective at 2:00 p.m. on April 24, 2007, or as soon thereafter as practicable.
  The Registrant hereby acknowledges that:
 
  (i)   should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;
 
  (ii)   the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and
 
  (iii)   the Registrant may not assert the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 


 

Securities and Exchange Commission
April 23, 2007
Page 2
         
  Very truly yours,

OCEAN POWER TECHNOLOGIES, INC.
 
 
  By:   /s/ GEORGE W. TAYLOR    
    Name:   George W. Taylor   
    Title:   Chief Executive Officer   
 

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