October 16, 2019

Michael Favish
Chief Executive Officer
Guardion Health Sciences, Inc.
15150 Avenue of Science, Suite 200
San Diego, CA 92128

       Re: Guardion Health Sciences, Inc.
           Draft Registration Statement on Form S-1
           Submitted October 8, 2019
           CIK No. 0001642375

Dear Mr. Favish:

       We have conducted a limited review of your draft registration statement.
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 providing any requested information
and by publicly
filing your registration statement and non-public draft submission on EDGAR. If
you do not
believe our comment applies to your facts and circumstances or do not believe
an amendment is
appropriate, please tell us why in your response.

        After reviewing the information you provide in response to the comment
and your filed
registration statement, we may have additional comments.

Draft Registration Statement on Form S-1

Exclusive Forum for Adjudication of Disputes..., page 79

1.    We note that the forum selection provision contained in Article XI of
your Bylaws
      identifies the Court of Chancery of the State of Delaware as the
exclusive forum for
      certain actions, including any "any derivative action or proceeding
brought on behalf of
      the Corporation." Please disclose whether this provision applies to
actions arising under
      the Securities Act or Exchange Act. In that regard, we note that Section
27 of the
      Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any
      duty or liability created by the Exchange Act or the rules and
regulations thereunder, and
      Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state courts
      over all suits brought to enforce any duty or liability created by the
Securities Act or the
      rules and regulations thereunder. If the provision applies to Securities
Act claims, please
 Michael Favish
Guardion Health Sciences, Inc.
October 16, 2019
Page 2
         also revise your prospectus to state that there is uncertainty as to
whether a court would
         enforce such provision and that investors cannot waive compliance with
the federal
         securities laws and the rules and regulations thereunder.
        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.

        We also remind you that your registration statement must be on file no
later than 48 hours
prior to the requested effective date and time. 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.

        You may contact Joseph McCann at (202) 551-6262 or Mary Beth Breslin,
Legal Branch
Chief, at (202) 551-3625 with any questions.



FirstName LastNameMichael Favish                               Sincerely,
Comapany NameGuardion Health Sciences, Inc.
                                                               Division of
Corporation Finance
October 16, 2019 Page 2                                        Office of Life
Sciences
FirstName LastName