SecProbe.io

Mail Stop 4720
January 12, 2016

Michael D. Step
Chief Executive Officer
Ritter Pharmaceuticals, Inc.
1880 Century Park East #1000
Los Angeles, CA 90067

Re: Ritter Pharmaceuticals, Inc.
  Registration Statement on Form S-1
Filed  December 31, 2015
  File No.  333-208818

Dear Mr. Step :

We have limited our review of your registration statement to those issues we have
addressed in our comment. Please respond to this letter by amending your registration statement
and providing the requested information .  If you do not believe our comment appl ies to your
facts and circumstances or do not believe an amendment is appropriate, please tell us why in
your response.

After reviewi ng any amendment to your registration statement and the information you
provide in response to this comment, we may have  additional comments.

Executive and Director Compensation , page 90

1. Please update the disclosure required by Regulation S -K Item 402 for your recently
completed fiscal year ended December 31, 2015.  For guidance, refer to the Regulation S -
K Compliance and Disclosure Interpretation  217.11, available on the Commission ’s
website.

We u rge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comment, in the event you request acceler ation of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

Michael D. Step
Ritter Pharmaceuticals, Inc.
January 12, 2016
Page 2

  should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does no t 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 company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  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.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

You may conta ct Scot Foley at (202) 551 -3383, Mary Beth Breslin at (202) 551 -3625 or
me at (202) 551 -3675 with any questions.

Sincerely,

         /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insuran ce

cc:  Michael Sanders, Esq.