SecProbe.io

Mail Stop 4546

September 21 , 2017

William B. Stilley, III
President and Chief Executive Officer
Adial Pharmaceuticals, Inc.
204 E. High Street
Charlottesville, VA 22902

Re: Adial Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed  September  7, 2017
  File No: 333 -220358

Dear Mr. Stilley:

We have reviewed your registration statement  and have the following comment .  In some
of our comments, we may ask you to provide us with information so we may better understand
your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested informati on.  If you do not believe our comment  applies  to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

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

Summary Financial Information, page 12

1. Your disclosure of the Pro forma net loss per share for the Year Ended December 31,
2016 does not appear to be correct based on your disclosure of shares used in the
calculation.   Please revise accordingly, or provide us with your calculation.

William B. Stilley
Adial Pharmaceuticals, Inc.
September 21 , 2017
Page 2

You may contact Rolf Sundwall at (202) 551 -3105  or Angela Connell  at (202) 551 -3426
if you have questions regarding comments on the financial statements and related matters.
Please contact Jeffrey Gabor  at (202) 551 -2544  or Joseph McCann at (202) 551 -6262  with any
other questions.

Sincerely,

 /s/ Joseph McCann for

Suzanne Hayes
Assistant Director
Office of Healthcare & Insurance

cc: Leslie Marlow, Esq.
 Gracin & Marlow, LLP