November 23, 2021

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re: Brooklyn ImmunoTherapeutics, Inc. Registration Statement on Form S-1 (File No. 333-261185) Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Brooklyn ImmunoTherapeutics, Inc. (the “Registrant”) hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-261185), so that it may become effective at 9:00 a.m., Eastern standard time, on November 26, 2021, or as soon thereafter as practicable.

Please do not hesitate to contact our legal counsel, Bella Zaslavsky, at (617) 951-9054 if you have any questions or would like additional information regarding this matter.

Sincerely,
Brooklyn ImmunoTherapeutics, Inc.
By:	/s/ Howard J. Federoff
	Howard J. Federoff
	Chief Executive Officer and President

cc:	Mark L. Johnson, K&L Gates LLP
	Bella Zaslavsky, K&L Gates LLP