September 23,
2019

J. Rodney Varner
Chief Executive Officer
Genprex, Inc.
1601 Trinity Street, Bldg. B, Suite 3.322
Austin, Texas 78712

       Re: Genprex, Inc.
           Registration Statement on Form S-3
           Filed September 16, 2019
           File No. 333-233774

Dear Mr. Varner:

       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-3

Amended and Restated Certificate of Incorporation and Amended and Restated
Bylaws, page 18

1.     We note that your forum selection provision identifies the Court of
Chancery of the State
       of Delaware as the exclusive forum for certain litigation, including any
"derivative
       action." 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 also revise
       your prospectus to state that there is uncertainty as to whether a court
would enforce such
 J. Rodney Varner
Genprex, Inc.
September 23, 2019
Page 2
      provision and that investors cannot waive compliance with the federal
securities laws and
      the rules and regulations thereunder. If this provision does not apply to
actions arising
      under the Securities Act or Exchange Act, please tell us how you will
inform investors in
      future filings that the provision does not apply to any actions arising
under the Securities
      Act or Exchange Act.
General

2.    As you know, the staff is currently reviewing your Annual Report on Form
10-K for the
      fiscal year ended December 31, 2018 and have issued comments in
connection with that
      review. Please note that we will not be in a position to declare this
registration statement
      effective until you have resolved all comments on the Form 10-K.
        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 Ada D. Sarmento at 202-551-3798 or Joe McCann at
202-551-6262 with
any questions.



                                                             Sincerely,
FirstName LastNameJ. Rodney Varner
                                                             Division of
Corporation Finance
Comapany NameGenprex, Inc.
                                                             Office of
Healthcare & Insurance
September 23, 2019 Page 2
cc:       Christopher J. Ozburn, Esq.
FirstName LastName