September 16,
2019

Jeffrey Nau
Chief Executive Officer
Oyster Point Pharma, Inc.
202 Carnegie Center, Suite 109
Princeton, NJ 08540

       Re: Oyster Point Pharma, Inc.
           Amendment No. 1 to Draft Registration Statement on Form S-1
           Submitted September 6, 2019
           CIK No. 0001720725

Dear Dr. Nau:

      We have reviewed your amended draft registration statement and have the
following
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 providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, our references to prior comments are to
comments in our
August 21, 2019 letter.

Amendment No. 1 to Draft Registration Statement on Form S-1

Prospectus Summary
Overview, page 1

1.     We note your response to comment 1 and reissue in part. Please revise
throughout to
       remove statements that compare the results of clinical trials and
preclinical studies to other
       drug candidates, products and treatments unless the comparisons are
based on a head-to-
       head trial. For example, revise your disclosure on page 2 to remove your
the statements
       related to the failure of Restasis and Xiidra to show statistically
significant improvements
       in both signs and symptoms of DED in any single registrational clinical
trial unless you
       conducted a head-to-head clinical trial of these drugs with OC-O1.
 Jeffrey Nau
Oyster Point Pharma, Inc.
September 16, 2019
Page 2
2.       We note your response to comment 2 and reissue. Please balance your
disclosure
         regarding the sales of Restasis and Xiiadra to explicitly clarify here
that there is no
         guarantee that OC-01 or any of your product candidates will be
approved by the FDA and
         that, even if they are approved by the FDA, there is no guarantee that
you will earn
         revenues comparable to either Restatis or Xiiadra.
3.       We note your response to comment 3 that the survey of eye care
practitioners disclosed on
         pages 1, 82 and 87 was a third party survey commissioned by you.
Please tell us whether
         you commissioned this study for use in the registration statement,
and, if so, analyze
         whether you are required to file a consent pursuant to Rule 436 of the
Securities Act.
         Also, revise page 1 to provide additional information regarding the
survey,
         including when the survey was conducted, how the eye practitioners
were selected and
         the number surveyed, and also clarify that the term "successfully" was
not specifically
         defined in the survey as an objective standard but was a subjective
determination made by
         each respondent.
Business
Intellectual Property, page 105

4.       We note your response to comment 10. Please explain in greater detail
why you do not
         expect any additional payments to be made pursuant to the OC-02
Agreement in the near
         term and therefore have concluded that the agreement is not material
under Item 601 of
         Regulation S-K.
Executive Compensation
Employment Arrangements with Our Named Executive Officers and other Executive
Officers.,
page 126

5.       We note your disclosure that Mr. Murray is subject to the terms of the
consulting
         agreement between you and FLG Partners. Please disclose the material
terms of the
         consulting agreement pursuant to Item 404 of Regulation S-K or tell us
why such
         disclosure is not required.
       You may contact Sasha Parikh at 202-551-3627 or Angela Connell at
202-551-3426 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Sonia Bednarowski at 202-551-3666 or Justin Dobbie. Legal Branch Chief,
at 202-551-
3469 with any other questions.



FirstName LastNameJeffrey Nau                                Sincerely,
Comapany NameOyster Point Pharma, Inc.
                                                             Division of
Corporation Finance
September 16, 2019 Page 2                                    Office of
Healthcare & Insurance
FirstName LastName