February 12, 2020

Richard J. Brown
Chairman and Chief Executive Officer
Odyssey Semiconductor Technologies, Inc.
9 Brown Road
Ithaca, NY 14850

       Re: Odyssey Semiconductor Technologies, Inc.
           Amendment No. 2 to Registration Statement on Form S-1
           Filed January 31, 2020
           File No. 333-234741

Dear Dr. Brown:

      We have reviewed your amended registration statement and have the
following
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.

Amendment No. 2 to Registration Statement on Form S-1

Selling Stockholders, page 48

1.     We are unable to determine how you calculated the number of shares being
registered for
       resale by stockholders who received their securities at the company's
formation in
       paragraph (d) on page 3 of your response letter. Please provide
additional support for
       your calculation.
2.     Disclosure in the table that Mr. Tompkins is the beneficial owner of
707,333 shares of the
       company's common stock is inconsistent with your representation in
paragraph (c) on
       page 2 of your response letter and the disclosure in the principal
stockholder table on page
       46. Please reconcile the disclosures on pages 46 and 49. In general, it
appears that you
       may have revised the column under the heading "Shares Beneficially Owned
as of the date
       of this Prospectus" to reflect the shares offered by the prospectus
rather than the total
 Richard J. Brown
Odyssey Semiconductor Technologies, Inc.
February 12, 2020
Page 2
      number of shares beneficially owned. In addition, it appears that the
column under the
      heading "Shares Beneficially Owned After the Offering" may need to be
revised. Finally,
      it is unclear to us why you have revised footnotes (4), (8), and (9) to
change the number of
      shares that each individual received at the formation of the company.
Please advise or
      revise.
       You may contact Mindy Hooker at 202-551-3732 or Anne Mcconnell at
202-551-3709 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Edward Kelly at 202-551-3728 or Erin Purnell at 202-551-3454 with any
other questions.



                                                            Sincerely,
FirstName LastNameRichard J. Brown
                                                    Division of Corporation
Finance
Comapany NameOdyssey Semiconductor Technologies, Inc.
                                                    Office of Manufacturing
February 12, 2020 Page 2
cc:       Mitchell Lampert, Esq.
FirstName LastName