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CORRESP
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Odyssey
Semiconductor Technologies, Inc.

9
Brown Road

Ithaca,
NY 14850

February
13, 2020

Edward
M. Kelly, Senior Counsel

Office
of Manufacturing

Division
of Corporation Finance

Securities
and Exchange Commission

Washington,
D.C. 20549-4631

Re:	        Odyssey
Semiconductor Technologies, Inc.

Amendment
No.2  to Registration Statement on Form S-1

Filed
January 31, 2020

File
No. 333-234741

Dear
Mr. Kelly:

This
letter is provided in response to your letter dated February 12, 2020 (the “Comment Letter”) regarding the above-referenced
submission of Odyssey Semiconductor Technologies, Inc. (the “Company”). The Company’s responses are set forth
below to the items noted by the staff in the Comment Letter. Please note that for the convenience of the reader, the words “we,”
“us,” “our,” and similar terms used in the response below refer to the Company.

As
of the same date of this letter, the Company is also submitting Amendment No. 3 (the “Amendment”) to the above-referenced
Registration Statement on Form S-1 (the “Registration Statement”) in order to make revisions pursuant to the Comment
Letter.

Amendment
No. 2 to Registration Statement on Form S-1

Selling
Stockholders, page 48

 1. We
                                         are unable to determine how you calculated the number of shares being registered for
                                         resale by stockholders who received their securities at the company's formation in paragraph
                                         (d) on page 3 of your response letter. Please provide additional support for your calculation.

Response:
We identify the following selling stockholders as persons who received securities at the Company's formation. The table below
includes a breakdown of the shares (which they received at the formation) being registered in the Registration Statement:

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    NAME
    OF SELLING STOCKHOLDER
    TOTAL
    SHARES RECEIVED AT FORMATION
    TOTAL
    SHARES (1) REGISTERED IN REGISTRATION STATEMENT

    Mark
    Tompkins
    2,675,000
    500,000

    Ian
    Jacobs
    225,000
    112,500

    The
    Mark A. Emalfarb Trust dated October 1, 1987
    50,000
    25,000

    Montrose
    Capital Partners Limited
    75,000
    75,000

    Scott
    Wilfong
    93,333
    46,666

    The
    Del Mar Consulting Group, Inc. Retirement Plan Trust
    140,000
    70,000

    Barbara
    Glenns
    20,000
    10,000

    Michael
    Silverman
    133,000
    66,500

    Paul
    Tompkins
    50,000
    25,000

    Stephen
    Renaud
    72,000
    36,000

    MSK
    Venture Partners, LLC
    33,334
    16,667

    Total:

    3,566,667
    983,333

(1)
For the purpose of this response, this column only includes shares which these holders received in the formation of the
Company. For example, it does not include shares which received by some of them in a private placement of the Company or shares
of common stock underlying warrants.

The
Company has a total of 11,159,661 shares of common stock issued and outstanding. Therefore, paragraph (d) on page 3 of our response
letter dated January 31, 2020 stated: “These selling stockholders are seeking to register for resale up to an aggregate
of 983,333 shares, which constitute approximately 8.81% of the Company’s issued and outstanding shares.”

 2. Disclosure
                                         in the table that Mr. Tompkins is the beneficial owner of 707,333 shares of the company's
                                         common stock is inconsistent with your representation in paragraph (c) on page 2 of your
                                         response letter and the disclosure in the principal stockholder table on page 46. Please
                                         reconcile the disclosures on pages 46 and 49. In general, it appears that you may have
                                         revised the column under the heading "Shares Beneficially Owned as of the date of
                                         this Prospectus" to reflect the shares offered by the prospectus rather than the
                                         total number of shares beneficially owned. In addition, it appears that the column under
                                         the heading "Shares Beneficially Owned After the Offering" may need to be revised.
                                         Finally, it is unclear to us why you have revised footnotes (4), (8), and (9) to change
                                         the number of shares that each individual received at the formation of the company. Please
                                         advise or revise.

Response:
Pursuant to your comment, we have revised the disclosures in the table of Selling Stockholders and related footnotes.

Thank
you for your attention to this matter.

Sincerely,

Odyssey
Semiconductor Technologies, Inc.

By:
/s/ Richard J. Brown

Name:
Richard J. Brown

Title:
Chairman and Chief Executive Officer

    cc:
    Mitchell
    Lampert, Esq.

    Robinson
        + Cole LLP

        1055
        Washington Boulevard

        Stamford,
        CT 06901

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