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                              June 2, 2020

       Chris Schelling
       President and Chief Executive Officer
       Acer Therapeutics Inc.
       One Gateway Center, 300 Washington Street, Suite 351
       Newton MA 02458

                                                        Re: Acer Therapeutics
Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed June 1, 2020
                                                            File No. 333-238192

       Dear Mr. Schelling:

             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.
Unless we note
       otherwise, our references to prior comments are to comments in our May
27, 2020 letter.

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

       Our Business, page 1

   1.                                                   Given your disclosure
that the emetine trial is subject to submission and clearance of an
                                                        investigational new
drug application, please revise your table to reflect your pre-clinical
                                                        status. We also note
your disclosure under "Novel MOA/Unique Characteristics" that
                                                        your emetine product
candidate has "broad-acting and potent antiviral" properties. Given
                                                        that you do not appear
to have clinical evidence to support your claims for the antiviral
                                                        properties of your
product candidate, your disclosure should be limited to the mechanism
                                                        of action. Please
revise as appropriate.
 Chris Schelling
FirstName LastNameChris Schelling
Acer Therapeutics Inc.
Comapany NameAcer Therapeutics Inc.
June 2, 2020
Page 2
June 2, 2020 Page 2
FirstName LastName
       Please contact Tim Buchmiller at (202) 551-3635 or Celeste Murphy at
(202) 551-3257
with any questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Life
Sciences
cc:      Mike Hird, Esq.