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October 27, 2020
Timothy Jones
President and Chief Executive Officer
RespireRx Pharmaceuticals Inc.
126 Valley Road, Suite C
Glen Rock, NJ 07452
Re:RespireRx Pharmaceuticals Inc.
Preliminary Proxy Statement on Schedule 14A
Filed October 20, 2020
File No. 001-16467
Dear Mr. Jones:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement, Filed October 20, 2020
Proposal 1 - Approval of Amendment of Restated Certificate of Incorporation to Effect Reverse
Stock Split
Proposal 2 - Approval of Amendment of Restated Certificate of Incorporation to Increase
Authorized Shares of Common Stock, page 3
1.We note that the reverse stock split will not result in the reduction of your authorized
common shares. Additionally, we note that on page 3 you state that one purpose of
Proposal 2 is to “provide for an adequate number of shares of Common Stock available
for future capital raise transactions, including pursuant to Regulation A under the
Securities Act of 1933, as amended.” Please disclose whether you have any current plans,
agreements, arrangements, or understandings, written or oral, to issue the additional
authorized shares that may become available if Proposal 1 or Proposal 2 is approved.
Please also revise your disclosure to discuss the potential dilutive effect of Proposals 1
and 2.

 FirstName LastNameTimothy  Jones
 Comapany NameRespireRx Pharmaceuticals Inc.
 October 27, 2020 Page 2
 FirstName LastName
Timothy  Jones
RespireRx Pharmaceuticals Inc.
October 27, 2020
Page 2
            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.
            Please contact Margaret Schwartz at 202-551-7153 or Christine Westbrook at 202-551-
5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Elizabeth A. Diffley, Esq.