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April 24, 2015

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mr. Johnny Gharib

 Re: Ritter Pharmaceuticals, Inc.

Registration Statement on Form S-1 (File No. 333-202924) filed March 23, 2015

CIK No. 0001460702

Dear Mr. Gharib:

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”) contained in its letter dated April 6, 2015 (the “Comment
Letter”), relating to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”).
We are concurrently filing via EDGAR this letter and Amendment No. 1 to the Registration Statement (as amended, 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 Staff’s
Comment Letter and includes the caption used in the Comment Letter. Immediately following each comment is the Company’s response
to that comment, including, where applicable, a cross-reference to the location of changes made in the Amended Registration Statement
in response to the Staff’s comment. All page references in the responses set forth below refer to page numbers in the Amended
Registration Statement. Defined terms used but not otherwise defined herein have the meanings ascribed to such terms in the Amended
Registration Statement.

Prospectus Summary

 1. Please revise the discussion in your prospectus summary
to limit detailed technical discussion of the end points and results of your clinical trials for RP-G28 to the Business section
of your prospectus. A general description of the key findings of the Phase 2 studies for RP-G28 is appropriate for a prospectus
summary. In this regard, you should also

NEW YORK ¨
LONDON ¨ HONG KONG ¨ CHICAGO ¨
WASHINGTON, D.C. ¨ BEIJING ¨ PARIS ¨
LOS ANGELES ¨ SAN FRANCISCO ¨ PHILADELPHIA
¨ SHANGHAI ¨ PITTSBURGH ¨
HOUSTON SINGAPORE ¨ MUNICH ¨ ABU DHABI
¨ PRINCETON ¨ NORTHERN VIRGINIA ¨
WILMINGTON ¨ SILICON VALLEY ¨ DUBAI ¨
CENTURY CITY ¨ RICHMOND ¨ GREECE ¨KAZAKHSTAN

Securities and Exchange Commission

April 24, 2015

Page 2

remove the image of the principal component analysis
reflected in Figure 1 to the Business Section where it can be explained in proper context.

The Company acknowledges the Staff’s comment and
respectfully advises the Staff that it has revised the prospectus summary to limit the detailed technical discussion of the end
points and results of its clinical trials for RP-G28. The Company has also moved the image of the principal component analysis
reflected in Figure 1 from the Summary Section to the Business Section where it can be explained in proper context.

Our Leading product Candidate – RP-G28, page 1

 2. We note your revised disclosure in response to our prior comment 6. At your first reference to “p-values” please
explain what such measures indicate about the statistical significance of the results obtained in clinical trials.

The Company acknowledges the Staff’s comment and
respectfully advises the Staff that at the first reference to “p-values” on page 1 of the Amended Registration Statement,
it has included an explanation of what “p-value” measures indicate about the statistical significance of the results
obtained in clinical trials.

Business

Clinical Supply and Cooperation Agreement with Ricerche Sperimentali…,
page 82

 3. We note your revised disclosure in response to our prior comment 16. Please expand your disclosure to quantify the aggregate
milestones you paid to RSM for its assistance in seeking the necessary regulatory approvals for RP-G28, including a payment upon
the effective date of the Supply Agreement; and upon completions to your satisfaction of the drug master file submission to the
FDA related to RP-G28. Also, please quantify the amount of aggregate milestones you are obligated to pay to RSM in the event you
receive approval from the FDA to market RP-G28 or another product using Improved GOS.

The Company acknowledges the Staff’s comment
and respectfully advises the Staff that it has included the information requested by the Staff in this Comment 3 on pages 82-83
of the Amended Registration Statement.

 4. Please revise to disclose the amount of the monthly fee payable to RSM following a Financing Receipt and how long you estimate
paying this fee. Also, disclose, on separate basis by payment, the amounts payable to RSM to exercise the First and Second Option
Payments. Further disclose what effect, if any, exercise of the First and/or Second Option Payments has on the monthly fee payable.

The Company acknowledges the Staff’s comment
and respectfully advises the Staff that it has included the information requested by the Staff in this Comment 4 on pages 82-83
of the Amended Registration Statement.

Securities and Exchange Commission

April 24, 2015

Page 3

 5. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies and Estimates

Stock-Based Compensation, page 53 of Registration
Statement on Form S-1 Confidentially Submitted on January 29, 2015

We may have additional comments on your accounting
for equity issuances including stock compensation and beneficial conversion features. Once you have an estimated offering price,
please provide us an analysis explaining the reasons for the differences between recent valuations of your common stock leading
up to the IPO and the estimated offering price. [Comment 14 to Staff’s Comment Letter dated February 25, 2015]

The Company made the following stock option grants on
December 2, 2014 to its executive management team (all common share and per share amounts are presented without regard to the Company’s
proposed reverse stock split to be effected prior to its effective registration statement). No other options were granted in 2014
or subsequently.

    Exercise

    Number of Common
    Price
    Estimated
    Intrinsic

    Grant
    Shares Underlying
    per Common
    Fair Value of
    Value

    Date
    Options Granted
    Share
    Options
    of Options

    2-Dec-14
      7,625,955
    $ 0.82
    $0.39 - $0.51
    $ 0.00

    2-Dec-14
      2,002,622
    $ 1.30
    $0.37 - $0.40
    $ 0.00

    2-Dec-14
      2,002,620
    $ 1.85
    $0.33 - $0.37
    $ 0.00

Stock-based compensation expense related to stock options
granted to employees is measured at the date of grant based on the estimated fair value of the award, net of estimated forfeitures,
in accordance with ASC 718.

In December 2014, the Company issued an aggregate of 2,369,228
shares of Series C convertible preferred stock, and warrants to purchase an aggregate of 2,369,228 shares of common stock, for
an aggregate cash purchase price of $3,081,893 (the “Series C Financing”), which closed in several tranches from December
4 through December 19, 2014. The total gross proceeds of the Series C Financing were allocated to the separable financial instruments,
resulting in a value for the Series C preferred stock of $1.30 and a value for the common stock warrants of $0.20.

Additionally, the Company obtained a stock valuation report
(the “Valuation Report”) prepared by an independent valuation specialist with an effective date of October 31, 2014.
The Valuation Report contemplated the Series C Financing.

Securities and Exchange Commission

April 24, 2015

Page 4

Valuation Report

The AICPA guidelines allow for three methods of allocating
enterprise value to differing security holders in the capitalization schedule: the Current Value Method (“CVM”), the
Probability Weighted Expected Return Method (“PWERM”), and the Option Pricing Method (“OPM”). Management
utilized the services of an independent valuation specialist in estimating the fair market value of the Company’s common
stock. Each of the three allocation methods was considered by management and the valuation specialist in estimating the fair market
value of the Company’s common stock. The Probability Weighted Expected Return Method was considered appropriate given management's
relatively clear visibility of likely exit scenarios.

Probability Weighted Expected Return Method

The valuation specialist estimated the fair value of the
common equity of the Company using the PWERM given the Company’s distinct likely exit scenarios. Under this method, an analysis
of future values of a company is performed for several likely liquidity scenarios. Those scenarios may include a strategic sale
or merger, an initial public offering, the dissolution of the company in which the preferred shares receive all of the proceeds
and the common stock is worthless, as well as the company's private enterprise value assuming the absence of a liquidity event.

The value of the common stock is determined for each scenario
at the time of each future liquidity event and discounted back to the present using a risk-adjusted discount rate. The present
values of the common stock under each scenario are then weighted based on the probability of each scenario occurring to determine
the value for the common stock. This method is generally considered appropriate to use when there are several distinct liquidity
scenarios to be considered.

In estimating the likely liquidity scenarios for the Company’s
shareholders, the valuation specialist consulted with management to determine the potential liquidity scenarios and the probability
of each. Based on these interviews, two likely exit scenarios for the Company were identified:

 · An initial public offering, estimated to occur in May of 2015 (the “IPO scenario”); and

 · A scenario, which represents all other likely outcomes for the Company.

Initial Public Offering Scenario

To determine the exit value for the IPO scenario, the
Company’s equity value was estimated based on the Series C post-money valuation calculation, which is being used as a benchmark
by investment bankers discussing a possible initial public offering (“IPO”) for the Company. In this calculation, the
valuation specialist applied a step-up factor to arrive at the estimated midpoint pre-money valuation for the Company’s IPO,
which it estimated at that time to be $70 million. The valuation specialist calculated the allocation of the estimated equity value
of $70 million to be allocated among preferred and common shareholders. According to the terms of the preferred shares stock purchase
agreements, the preferred shares would be converted to common shares just prior to an IPO.

Securities and Exchange Commission

April 24, 2015

Page 5

Other Scenarios

Management included a scenario assumed to encompass, as
of the time of the Valuation Report, all other likely scenarios for the Company other than the IPO. The value for this scenario
for the equity was estimated using the backsolve method, which is based upon the price at which Series C and the corresponding
common warrant are valued in the most recent round of financing.

Probability Weighting

Given the Company’s stage of development, management
used the following probabilities of the Company’s potential liquidity events:

 · Initial Public Offering: 45%

 · Other Scenarios: 55%

Recent Securities Transactions

Per AICPA valuation guidelines, recent securities transactions
should be considered as a relevant input for computing a company’s valuation. When the Company completed the Series C Financing
there was an implied valuation of the Company upon which the securities were priced. To calculate the total equity value implied
from the Series C Financing, the valuation specialist used the Backsolve method, which utilizes the Option Pricing Method framework
to calculate an implied value based on the Series C Financing.1
Debt was then added to the resulting value to calculate the Market Value of Invested Capital (“MVIC”). For each $1.30
invested, Series C investors received a Series C preferred share and a warrant to purchase common shares for $1.30 per share, the
valuation therefore backsolved to a value that the implied a $1.30/share value on the basket of securities (one Series C share
and one $1.30 common warrant).

Using this approach, the Company’s MVIC, on a marketable
basis, was estimated at $25.2 million. The corresponding equity value is of $24.6 million.

Discount Rate Calculation

The discount rate was developed using benchmark required
rates of return for venture-backed companies, as outlined by the AICPA Practice Aid. The tier used was that of a company in preparation
of an IPO, resulting in an estimated cost of equity for the Company of 30.0%.

Weighted Average Value

After considering all valuation methods under each approach,
the relevant valuation inputs were discounted to the valuation date and weighted appropriately to arrive at a weighted average
equity value as follows:

1 Management believes that the Backsolve method is superior
to a simple pre- or post-money calculation because it takes into account the economic rights of the recently issued security in
relation to the rights of other equity holders.

Securities and Exchange Commission

April 24, 2015

Page 6

    Equity
    Present

    Weighted

    Scenarios
    Value
    Value
    Probability
    Average

    IPO
    $ 70,000,000
    $ 61,394,061
    45%
    $ 27,627,328

    Other (Series C Backsolve)
    $ 24,614,495
    $ 24,614,495
    55%
    $ 13,537,972

    Total PWERB Equity Value
    $ 41,165,300

    Weighted Avg. Equity Value
    $ 40,560,300

The allocation of the weighted average equity value to
the Company’s common shares results in a marketable value $1.048/share. After application of a 21.4%2
discount for lack of marketability (“DLOM”), the calculated value of the Company’s common stock on a pre-split
non-marketable basis as of October 31, 2014 was $0.82 per share.

Estimated Offering Price in the IPO

The Company’s investment bankers have estimated
a pre-split mid-point IPO price of $1.54 per share. This estimate is based on an estimated mid-point pre-money valuation
for the Company’s IPO of $66 million. As described above, the Company’s common stock valuation estimate was based on
estimated liquidity scenarios for the Company’s shareholders, with two likely exit scenarios for the Company identified as:

 · An IPO, estimated to occur in 5/2015 (45% chance of occurance); and

 · A scenario, which represents all other likely outcomes for the Company (55% chance of occurance).

The Company’s valuation estimate in the IPO scenario
was based on a mid-point pre-money valuation of $70 million, so this factor in and of itself did not create a difference between
the Company’s estimated common stock valuation, used for stock-based compensation, and the estimated mid-point offering price
in the IPO.

The difference between the Company’s estimated common
stock valuation of $0.82 per share and the estimated a pre-split mid-point IPO price of $1.54 per share can be attributed primarily
to the Company’s probability weighting of 55% to the other liquidity scenario representing all scenarios other than an IPO.
That is, the key driver in Company’s estimated common stock valuation, compared to the estimated IPO mid-point price, is
management’s estimate of a 45% probability of an IPO liquidity event occurring.

2 The DLOM was calculated by use of the Average Strike
Put Option (or Finnerty) model. Inputs to the method included the estimated length of the time period until liquidity is achieved
and the Company’s estimated volatility. Guidance from the SEC and the AICPA suggests that a more quantitative approach should
be used to estimate an appropriate DLOM.

Securities and Exchange Commission

April 24, 2015

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