202 Carnegie Center, Suite 109

Princeton, New Jersey 08540

(609) 382-9032

November 12, 2020


United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549



Oyster Point Pharma, Inc.

Registration Statement on Form S-3

Filed November 5, 2020

File No. 333-249881

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-3 (File No. 333-249881) (the “Registration Statement”) to become effective on Monday, November 16, 2020, at 9:00 a.m., Eastern Time, or as soon as practicable thereafter, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission (the “Staff”). The Registrant hereby authorizes each of Divakar Gupta and Brandon Fenn of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Divakar Gupta of Cooley LLP, counsel to the Registrant, at (212) 479-6474, or, in his absence, Brandon Fenn of Cooley LLP at (212) 479-6626.

In connection with this request, the Registrant acknowledges that:



should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;



the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and



the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,



/s/ Jeffrey Nau

Name:   Jeffrey Nau, Ph.D., M.M.S.
Title:   President, Chief Executive Officer and Director



Divakar Gupta, Cooley LLP

Brandon Fenn, Cooley LLP