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United States securities and exchange commission logo

                               November 20, 2023

       Jerry Katzman
       Chief Executive Officer
       RetinalGenix Technologies Inc.
       1450 North McDowell Boulevard, Suite 150
       Petaluma, CA 94954

                                                        Re: RetinalGenix
Technologies Inc.
                                                            Post-Effective
Amendment No. 3 to Registration Statement on Form S-1
                                                            Filed November 6,
2023
                                                            File No. 333-262282

       Dear Jerry Katzman:

              We have conducted a limited review of your registration statement
and have the
       following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a 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 this letter, we may have additional comments.

       Post-Effective Amendment No. 3 to Registration Statement on Form S-1

       General

   1.                                                   We note that certain of
your selling shareholder(s) appear to be registering additional
                                                        shares on this
post-effective amendment. To the extent this increase in the number of
                                                        shares represents the
registration of transactions in shares not covered by the registration
                                                        statement when it was
initially declared effective, explain why you believe you can
                                                        include additional
shares by means of a post-effective amendment. Refer to Securities
                                                        Act Rule 413. For
additional guidance, see Question 210.01 of Securities Act Rules
                                                        Compliance and
Disclosure Interpretations, available on our public website.
   2.                                                   We note your disclosure
that this post-effective amendment is being filed pursuant to
                                                        Section 10(a)(3) of the
Securities Act to update the registration statement to include,
                                                        among other things, the
audited financial statements of the registrant as of and for the year
                                                        ended December 31,
2022. However, we also note that the most recent financial statement
                                                        update for this
registration statement was filed via post-effective amendment on June 6,
 Jerry Katzman
RetinalGenix Technologies Inc.
November 20, 2023
Page 2
       2022, which included financial statements as of and for the year ended
December 31,
       2021. Under Section 10(a)(3) of the Securities Act, "when a prospectus
is used more than
       nine months after the effective date of the registration statement, the
[audited financial]
       information contained therein shall be as of a date not more than
sixteen months prior to
       such use." Please tell us whether you engaged in the offer or sale of
your securities using
       the prospectus during which time the audited financial statements in the
prospectus were
       not current. Refer to Securities Act Rules C&DI Question 212.11.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Benjamin Richie at 202-551-7857 or Katherine Bagley at
202-551-2545
with any other questions.

                                                             Sincerely,

FirstName LastNameJerry Katzman                              Division of
Corporation Finance
                                                             Office of
Industrial Applications and
Comapany NameRetinalGenix Technologies Inc.
                                                             Services
November 20, 2023 Page 2
cc:       Leslie Marlow
FirstName LastName
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