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Ritter Pharmaceuticals, Inc.

1880 Century Park East, Suite 1000

Los Angeles, CA 90067

(310) 203-1000

September 28, 2017

 

VIA EDGAR

 

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 

Attention: Chris Edwards and Suzanne Hayes

 

  Re: Ritter Pharmaceuticals, Inc. – Request for Acceleration
    Registration Statement on Form S-1
    File No. 333- 219147

 

Ladies and Gentlemen:

 

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Ritter Pharmaceuticals, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333- 219147) (the “Registration Statement”), so that it may become effective at 5:00 p.m. Eastern Standard Time on September 28, 2017, or as soon thereafter as practicable. Under separate cover, you will receive a letter from the managing underwriter of the proposed offering joining in the Registrant’s request for acceleration of the effectiveness of the Registration Statement.

 

The Registrant hereby authorizes each of Wendy Grasso, Esq., Aron Izower, Esq. and Michael Sanders, Esq. of Reed Smith LLP, attorneys for the Registrant, to orally modify or withdraw this request for acceleration.

 

The Registrant requests that it be notified of such effectiveness by a telephone call to Wendy Grasso at (212) 549-0216 or, in her absence, Mr. Izower at (212) 549-0393 or Mr. Sanders at (310) 734-5232.

 

RITTER PHARMACEUTICALS, INC.

 

  By: /s/ Michael D. Step
    Michael D. Step
    Chief Executive Officer