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CORRESP
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filename1.htm

December
28, 2023

VIA
ELECTRONIC MAIL

United
States Securities and Exchange Commission

Division of Corporation Finance

100
F Street, N.E.

Washington, D.C. 20549

Attention: Benjamin Richie

    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
Mr. Richie:

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 November 20, 2023 (the “Comment Letter”), relating
to the above-referenced filing.

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.

Response:
Due to clerical error, shares being registered were inadvertently decreased according to a percentage for each shareholder. We have revised
the share amount to slightly increase the number of shares that being registered. Please note however that certain shareholder beneficial
ownership information has been revised and updated. We have attached Schedule A as to which information has changed subsequent to filing
the original post-effective amendment.

United States Securities & Exchange Commission

December
                                            28, 2023

Page 2

    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, 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.

Response:
The Company did not engage in the offer or sale of its securities using the prospectus during which time the audited financial statements
in the prospectus were not current.

*****

    Sincerely,

    /s/
    Jerry Katzman

    Jerry
    Katzman

    Chief
    Executive Officer

United States Securities & Exchange Commission

December
                                            28, 2023

Page 3

Schedule
A

Registration
Statement 333-26228

    Name of Stockholder
    Original
 Amount
 Registered
    Amount
 Registered in
 POST AM NO 3
    Amount
 Registered
 POST AM NO 4
    Note

    Hayden Hosford
      67,500
      72,000
      67,500
    Mr. Hosford owns 160,000 shares so we registered 45% of that in the POST AM NO 3, but we kept registered amount as originally filed

    Bruce Blakely
      51,750
      29,250
      29,250
    Mr. Blakely owns a total of 115,000 shares but only 65,000 as an individual so we registered 45% of that in the POST AM NO 3

    Philip Petruzzeli
      11,925
      4,500
      4,500
    Mr. Petruzzeli owns a total of 26,500, but only 10,000 as an individual so we registered 45% of that in the POST AM NO 3