September 12, 2019

Todd Newton
Chief Executive Officer
Apollo Endosurgery, Inc.
1120 South Capital of Texas Highway
Building 1, Suite 300
Austin, Texas 78746

       Re: Apollo Endosurgery, Inc.
           Registration Statement on Form S-3
           Filed August 23, 2019
           File No. 333-233439

Dear Mr. Newton:

       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.

Form S-3 filed August 23, 2019

Risk Factors, page 2

1.     We note that your forum selection provision in exhibits 3.1 and 3.3
identifies the Court of
       Chancery of the State of Delaware as the exclusive forum for certain
litigation, including
       any "derivative action." Please revise your prospectus to include
appropriate risk factor
       disclosure describing any risks or other impacts on investors. Also
disclose whether the
       provision in exhibit 3.1 applies to actions arising under the Securities
Act or Exchange
       Act and whether the provision in exhibit 3.3 applies to actions arising
under the 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
 Todd Newton
Apollo Endosurgery, Inc.
September 12, 2019
Page 2
      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 in exhibit 3.1 applies to Securities Act claims, please
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.
Choice of Forum, page 9

2.    We note your exclusive forum provision in exhibit 3.3 designates federal
district courts
      as the exclusive forum for the resolution of any complaint asserting a
cause of action or
      proceeding arising under the Securities Act of 1933. Please revise your
disclosure here to
      describe this provision. Describe any risks or other impacts on
investors.
3.    Please revise your disclosure to describe the differences between your
exclusive forum
      provision in exhibits 3.1 and 3.3. Explain the purpose of the differences
and how the
      differences may impact the types of actions enumerated in each of the
provisions. Also,
      include which provision controls in the event the two provisions
conflict, and add
      appropriate risk factor disclosure.
        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 Amanda Ravitz, Assistant Director, at 202-551-3528 with
any questions.



                                                            Sincerely,
FirstName LastNameTodd Newton
                                                            Division of
Corporation Finance
Comapany NameApollo Endosurgery, Inc.
                                                            Office of
Electronics and Machinery
September 12, 2019 Page 2
cc:       Mark B. Weeks
FirstName LastName