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                             May 24, 2021

       Antonio Migliarese
       Chief Financial Officer
       CytoDyn Inc.
       1111 Main Street, Suite 660
       Vancouver, Washington 98660

                                                        Re: CytoDyn Inc.
                                                            Form 10-K for the
Fiscal Year ended May 31, 2020
                                                            File No. 000-49908

       Dear Mr. Migliarese:

               We have reviewed your May 21, 2021 response to our comment
letter and have the
       following comment. In our comment, we may ask you to provide us with
information so we may
       better understand your disclosure.

              Please respond to this comment within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comment applies to your facts and circumstances, please tell us why in
your response.

             After reviewing your response to this comment, we may have
additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       May 19, 2021 letter.

       Form 10-K for the fiscal year ended May 31, 2020

       Note 2 -- Summary of Significant Accounting Policies
       Inventories Procured or Produced in Preparation for Product Launches,
page 84

   1.                                                   We note statements in
your proposed disclosure for Item 1 and Note 4 that you believe
                                                        leronlimab is safe and
effective, as well as language implying the existence of    clinical
                                                        data that supports its
safety and efficacy.    As safety and efficacy determinations are
                                                        within the authority of
the U.S. Food and Drug Administration and comparable regulatory
                                                        bodies, please revise
your proposed disclosure to remove language that states or implies
                                                        that you believe
leronlimab is safe and effective or that leronlimab is likely to be found
                                                        safe and effective.

             You may contact Jeanne Baker at 202-551-3691 or Terence O'Brien,
Branch Chief, at
       202-551-3355 if you have questions.
 Antonio Migliarese
CytoDyn Inc.
May 24, 2021
Page 2




FirstName LastNameAntonio Migliarese   Sincerely,
Comapany NameCytoDyn Inc.
                                       Division of Corporation Finance
May 24, 2021 Page 2                    Office of Life Sciences
FirstName LastName