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Reed
Smith LLP

599
Lexington Avenue, Floor 26

New
York, NY 10022

Tel:
212.521.5400

Fax:
212.521.5450

September
18, 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. 3 to the Registration Statement on Form S-1

    Filed
    September 7, 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 September 11, 2017 (the “Comment Letter”) relating to the above-referenced Amendment
No. 3 to the Registration Statement on Form S-1 (the “Registration Statement”). We are concurrently submitting
via EDGAR this letter and Amendment No. 4 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 revised disclosure indicating that you currently do not have sufficient authorized common shares to complete the
    offering. Therefore, it appears you are not currently eligible to conduct a continuous offering for the securities you are
    registering on this registration statement. Please revise your registration statement to include only shares you are currently
    eligible to issue and provide an updated legal opinion.

Securities
and Exchange Commission

    Attn:
    Chris
    Edwards

    Suzanne
    Hayes

September
18, 2017

Page
2

The Company acknowledges
the Staff’s comment and respectfully advises the Staff that at the Company’s special meeting of stockholders held on
September 15, 2017 (the “Special Meeting”), the stockholders of the Company voted to approve, among other things, an
amendment to the Company’s Amended and Restated Certificate of Incorporation to authorize the issuance of up to 225,000,000
shares of the Company’s common stock and 15,000,000 shares of its preferred stock (the “Amendment”), a sufficient
number of shares to cover the shares of common stock and preferred stock currently contemplated by the offering described in the
Amended Registration Statement. The Company has filed the Amendment with the Secretary of State of the State of Delaware and has
also filed a Current Report on Form 8-K (the “Form 8-K”) reporting the results from the Special Meeting, which Form
8-K has been incorporated by reference into the Amended Registration Statement. The Company has removed the disclosure indicating
that it does not have sufficient shares of common stock to complete the offering and has revised the section of the Amended Registration
Statement entitled “Description of Securities” beginning on page 96 of the Amended Registration Statement to reflect
the Company’s adoption of the Amendment. We have also filed an updated legal opinion as Exhibit 5.1 to the Amended Registration
Statement.

Incorporation
of Information by Reference, page 103

    2.
    Please
    specifically incorporate by reference your definitive proxy statement filed on August 9, 2017 into the registration statement.
    For further guidance, please refer to Item 12(a)(2) of Form S-1.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the section of the Amended
Registration Statement entitled “Incorporation Of Information By Reference” to specifically incorporate the definitive
proxy statement of the Company filed on August 9, 2017 into the Amended Registration Statement. As noted above, the Company has
also incorporated by reference the Form 8-K.

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

Securities
and Exchange Commission

    Attn:
    Chris
    Edwards

    Suzanne
    Hayes

September 18, 2017

Page
3

    cc:
    Michael
    D. Step,

    Chief
    Executive Officer of

    Ritter
    Pharmaceuticals, Inc.