September 26, 2019

Nader Z. Pourhassan, Ph.D.
Chief Executive Officer
CytoDyn Inc.
1111 Main Street, Suite 660
Vancouver, Washington 98660

       Re: CytoDyn Inc.
           Registration Statement on Form S-3
           Response dated September 24, 2019
           File No. 333-233526

Dear Dr. Pourhassan:

     We have reviewed your response dated September 24, 2019 and have the
following
comment.

       Please respond to this letter by amending your registration statement
and providing the
requested information. 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 this comment, we may have additional comments. Unless we
note
otherwise, our references to prior comments are to comments in our September
13, 2019 letter.

Response filed September 24, 2019

General

1.     We note that in your response to our prior comment 1 you state that the
exclusive forum
       provision is "not intended to apply" to claims arising under the
Securities Act and
       Exchange Act. However, we note that your proposed disclosure only states
that you
       "believe" that the exclusive forum provision would not apply to claims
arising under the
       Securities Act and Exchange Act. Please revise your proposed disclosure
to either
       affirmatively state that your exclusive forum provision does not apply
to Exchange Act or
       Securities Act claims or that you do not intend for the provision to
apply to Exchange Act
       or Securities Act claims.
 Nader Z. Pourhassan, Ph.D.
CytoDyn Inc.
September 26, 2019
Page 2

       Please contact Irene Paik at 202-551-6553 or Ada Sarmento at
202-551-3798 with
any questions.



                                                         Sincerely,
FirstName LastNameNader Z. Pourhassan, Ph.D.
                                                         Division of
Corporation Finance
Comapany NameCytoDyn Inc.
                                                         Office of Healthcare &
Insurance
September 26, 2019 Page 2
cc:       James O'Grady, Esq.
FirstName LastName