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                               July 7, 2023

       Cary Claiborne
       President and Chief Executive Officer
       Adial Pharmaceuticals, Inc.
       1180 Seminole Trail, Suite 495
       Charlottesville, VA 22901

                                                        Re: Adial
Pharmaceuticals, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed June 23, 2023
                                                            File No. 333-272846

       Dear Cary Claiborne:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

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

       Registration Statement on Form S-1 filed June 23, 2023

       Cover Page

   1.                                                   We note that you are
seeking to register 10,199,620 shares of common stock for resale,
                                                        but you disclose on
page 4 that you only may issue 5,916,575 shares to Alumni Capital
                                                        under the Purchase
Agreement before obtaining shareholder approval and you disclose on
                                                        page 7 that "only
1,541,370 shares of common stock remain issuable at this time." More
                                                        specifically, we note
that all of the common shares you are seeking to register will not be
                                                        duly authorized at the
time of registration. Please revise your registration statement so that
                                                        the volume of common
shares registered does not exceed the number of common shares
                                                        that remain available
for issuance or otherwise advise.
 Cary Claiborne
FirstName   LastNameCary
Adial Pharmaceuticals, Inc.Claiborne
Comapany
July 7, 2023NameAdial Pharmaceuticals, Inc.
July 7,2 2023 Page 2
Page
FirstName LastName
The Alumni Capital Transaction, page 4

2.       We note your disclosure that under your Purchase Agreement with Alumni
Capital dated
         May 31, 2023, "[u]nder the applicable rules of the Nasdaq, in no event
may [you] issue
         more than 5,916,575 Shares... unless [you] obtain stockholder approval
to issue shares of
         Common Stock in excess of the Exchange Cap, provided further that the
Exchange Cap
         does not apply to the extent the purchase price is equal to or exceeds
the Minimum Price
         (as defined in the Purchase Agreement)." Please revise your disclosure
to disclose the
         "Minimum Price" or otherwise advise.
Exhibits

3.       Please revise the legal opinion filed as Exhibit 5.1. The opinion
should not assume
         material facts underlying the opinion. In this regard, we note that
the opinion assumes that
            there will be sufficient shares of Common Stock authorized but
unissued under the
         Certificate of Incorporation and not otherwise reserved for issuance.
  However, this
         assumption goes to whether the shares will be validly issued. See Item
II.B.3.a. of Staff
         Legal Bulletin No. 19.
        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 Cindy Polynice at 202-551-8707 or Jason Drory at
202-551-8342 with any
other questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Life
Sciences
cc:      Patrick Egan, Esq.