August 29, 2019

Charles P. Theuer
Chief Executive Officer
Tracon Pharmaceuticals, Inc.
4350 La Jolla Village Drive, Suite 800
San Diego, CA 92122

       Re: Tracon Pharmaceuticals, Inc.
           Amendment No. 1 to Registration Statement on Form S-3
           Filed August 28, 2019
           File No. 333-229990

Dear Dr. Theuer:

      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. 1 to Registration Statement on Form S-3

General

1.     We note that your forum selection provision in your amended and restated
bylaws filed as
       Exhibit 3.2 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
 Charles P. Theuer
Tracon Pharmaceuticals, Inc.
August 29, 2019
Page 2
         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. 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.
       Please contact Sonia Bednarowski at 202-551-3666 or Dietrich King at
202-551-8071
with any questions.



FirstName LastNameCharles P. Theuer                            Sincerely,
Comapany NameTracon Pharmaceuticals, Inc.
                                                               Division of
Corporation Finance
August 29, 2019 Page 2                                         Office of
Healthcare & Insurance
FirstName LastName