FILE NO. 333-60856 FILED UNDER RULE 424(b)(3) PROSPECTUS SUPPLEMENT To Prospectus dated May 25, 2001 UNIVERSAL DISPLAY CORPORATION ----------------------------------- This prospectus supplement supplements the prospectus dated May 25, 2001, relating to the resale of up to 1,950,242 shares of our common stock, par value $.01 per share, by certain of our shareholders. The prospectus was filed as part of our Registration Statement on Form S-3 (No. 333-60856). No dealer, salesperson or any other person has been authorized to give any information or make any representations not contained in this prospectus supplement or the prospectus and, if given or made, the information or representations must not be relied upon as having been authorized by us or the selling shareholders. This prospectus supplement and the prospectus do not constitute an offer to sell, or a solicitation of an offer to buy, any securities to any person in any jurisdiction where such an offer or solicitation would be unlawful. Neither the delivery of this prospectus supplement or the prospectus nor any sale made hereunder or thereunder shall, under any circumstance, create any implication that the information contained herein or therein is correct as of any time subsequent to the date hereof. Since the date of the prospectus, Crestview Capital Fund LP and Sheldon J. Stillman, Trustee for the Sheldon J. Stillman Declaration of Trust U/A./D 10/1/92, selling shareholders named in the "Selling Shareholders" table in the prospectus, have transferred warrants to purchase 47,059 and 3,000 shares, respectively, to Crestview Capital Master LLC (the "Transferee"). The Transferee has requested that it be included in the prospectus as a selling shareholder of the transferred shares. Accordingly, the "Selling Shareholders" table of the prospectus is supplemented by the information in the table below to include the shares that were transferred to the Transferee, as indicated below. The total number of shares of our common stock offered by the prospectus, as supplemented by this prospectus supplement, remains unchanged. Maximum Beneficial Ownership Number of Shares Number of After Resale of Shares Name of Beneficially Owned Shares Being Number of Selling Shareholder Before Offering(1) Offered Shares Percent ------------------- ------------------ ------------ ------ ------- Crestview Capital Master LLC 55,392 50,059 5,333 * _______________ (1) Consists entirely of shares of common stock that may be acquired immediately upon exercise of outstanding warrants. * Less than 1%. December 29, 2005