Power of Attorney

      Know all by these presents that the undersigned hereby constitutes and appoints Andrew J. Ritter

as the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer

and/or director of Ritter Pharmaceuticals, Inc., a Delaware corporation (the Company),

Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as

amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be

necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute

any amendment or amendments thereto, and timely file such form with the SEC and any stock

exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the

opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required

by, the undersigned, it being understood that the documents executed by such attorney-in-fact

on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall

contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-

fact's discretion.

       The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform

any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of

the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do

if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that

such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done

by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges

that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not

assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16

of the Securities Exchange Act of 1934, as amended.

       This Power of Attorney shall remain in full force and effect until the undersigned is no longer

required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities

issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the

foregoing attorney-in-fact.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of

this _23_ day of June 2015.

/s/ Samuel O. Lynn

Samuel O. Lynn

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