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                             September 24, 2020

       Douglas Swirsky
       President and Chief Executive Officer
       Rexahn Pharmaceuticals, Inc.
       15245 Shady Grove Road, Suite 455
       Rockville, MD 20850

                                                        Re: Rexahn
Pharmaceuticals, Inc.
                                                            Amendment No. 2 to
Registration Statement on Form S-4
                                                            Filed September 16,
2020
                                                            File No. 333-239702

       Dear Mr. Swirsky:

               We have reviewed your amended registration statement and have
the following
       comment. Please respond to this letter by amending your registration
statement and providing
       the requested information. 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 any amendment to your registration statement and
the information you
       provide in response to our comment, we may have additional comments.

       Amendment No. 2 to Registration Statement on Form S-4

       Exhibits

   1.                                                   In its consent filed as
Exhibit 99.5, Oppenheimer & Co. Inc. disclaims that it comes within
                                                        the category of persons
whose consent is required under Section 7 of the Securities Act of
                                                        1933. Please obtain and
file a revised consent that does not include this disclaimer. Refer
                                                        to Securities Act
Section 7(a) and Securities Act Rules CDI 233.01.
 Douglas Swirsky
Rexahn Pharmaceuticals, Inc.
September 24, 2020
Page 2

       You may contact Julie Sherman at (202) 551-3640 or Lynn Dicker at (202)
551-3616 if
you have questions regarding the financial statements and related matters.
Please contact Abby
Adams at (202) 551-6902 or Dorrie Yale at (202) 551-8776 with any other
questions.



                                                           Sincerely,
FirstName LastNameDouglas Swirsky
                                                           Division of
Corporation Finance
Comapany NameRexahn Pharmaceuticals, Inc.
                                                           Office of Life
Sciences
September 24, 2020 Page 2
cc:       William I. Intner, Esq.
FirstName LastName