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                            September 6, 2023

       Philipp Stratmann
       Chief Executive Officer
       Ocean Power Technologies, Inc.
       28 Engelhard Drive, Suite B
       Monroe Township, New Jersey 08831

                                                        Re: Ocean Power
Technologies, Inc.
                                                            Amendment No. 2 to
Registration Statement on Form S-3
                                                            Filed on August 24,
2023
                                                            File No. 333-273044

       Dear Philipp Stratmann:

              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.

       Amendment No. 2 to Registration Statement on Form S-3 filed August 24,
2023

       Incorporation of Certain Documents By Reference, page 3

   1.                                                   We note that you have
incorporated by reference your Form 10-K for the fiscal year ended
                                                        April 30, 2023 and that
your Form 10-K incorporates by reference to your definitive proxy
                                                        statement. We also note
that instead of providing Part III information in a definitive
                                                        proxy statement, you
provided it in a 10-K/A filed on August 28, 2023. Please revise your
                                                        registration statement
to incorporate by reference the Form 10-K/A filed August 28, 2023.
               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.
 Philipp Stratmann
Ocean Power Technologies, Inc.
September 6, 2023
Page 2

       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 Claudia Rios, Staff Attorney, at (202) 551-8770 or Irene
Barberena-
Meissner, Staff Attorney, at (202) 551-6548 if you have any questions.



                                                           Sincerely,
FirstName LastNamePhilipp Stratmann
                                                           Division of
Corporation Finance
Comapany NameOcean Power Technologies, Inc.
                                                           Office of Energy &
Transportation
September 6, 2023 Page 2
cc:       Kevin J. Poli, Esq.
FirstName LastName