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CORRESP
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Reed Smith LLP

599 Lexington Avenue, Floor 26

New York, NY 10022

Tel: 212.521.5400

Fax:
212.521.5450

July
19, 2017

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Chris
    Edwards

    Suzanne
    Hayes

    Re:
    Ritter
    Pharmaceutical Inc.

    Amendment
    No. 1 to the

    Registration
    Statement on Form S-1

    Filed
    July 18, 2017

    File
    No. 333-219147

Dear
Mr. Edwards and Ms. Hayes:

On
behalf of our client, Ritter Pharmaceuticals, Inc. (the “Company”), we submit this letter in response to comments
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
issued in its letter dated July 19, 2017 (the “Comment Letter”) relating to the above-referenced Amendment
No. 1 to the Registration Statement on Form S-1 (the “Registration Statement”). We are concurrently submitting
via EDGAR this letter and Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”).

Set
forth below in bold are comments from the Comment Letter. For your convenience, each of the numbered paragraphs below corresponds
to the numbered comment in the Comment Letter and includes the caption used in the Comment Letter. Immediately following each
comment is the Company’s response to that comment. Defined terms used but not otherwise defined herein have the meanings
ascribed to such terms in the Amended Registration Statement.

Form
S-1

Cover
Page

 1. We
                                         note your response to prior comment number 2. Please clarify, if true, that the offering
                                         price for the Class A Units will be the current market price on the pricing date. If
                                         the offering price will be at a discount to the current market price, that should be
                                         clearly indicated on the cover page. Please also include on the cover page the factors
                                         that will be used to determine the price for the Class B Units.

Securities
and Exchange Commission

July
19, 2017

Page
2

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the Registration
Statement to disclose on the cover page of the prospectus included in the Amended Registration Statement that the
offering price of the Class A Units may be at a discount to the current market price depending on market
conditions. The public offering price of the Class B Units will be $1,000 per unit. The cover page of the prospectus included
in the Amended Registration Statement has been revised to clarify this information.

Exhibits

 2. Please
                                         refer to the legal opinion filed as Exhibit 5.1. We note that the legality opinion states
                                         that the Class A Units and Class B Units will be “validly issued, fully paid and
                                         nonassessable.” Please have counsel file a revised legality opinion that opines
                                         that the Class A Units and Class B Units are binding obligations of the registrant under
                                         the law of the jurisdiction governing the units. For guidance, refer to Section II.B.l.h
                                         of Staff Legal Bulletin No. 19.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised Exhibit 5.1 of the Registration
Statement to opine that the Class A Units and Class B Units will be legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms.

Should
you have any questions concerning any of the foregoing, please contact me by telephone at (212) 549-0393.

    Sincerely,

    /s/ Aron
    Izower

    Aron
    Izower

    cc:
    Michael
    D. Step,

    Chief
    Executive Officer of

    Ritter
    Pharmaceuticals, Inc.