June 13, 2018

J. Rodney Varner
Chief Executive Officer
Genprex, Inc.
1701 Trinity Street, Suite 3.322
Austin, TX 78705

       Re: Genprex, Inc.
           Registration Statement on Form S-1
           Filed May 22, 2018
           File No. 333-225090

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-1

The Offering, page 8

1.     Please note that the selling stockholders must be irrevocably bound to
purchase a set
       number of securities for a set purchase price at the time of filing the
resale registration
       statement subject only to the effectiveness of the registration
statement or other conditions
       outside their control. In addition, the selling stockholders must be at
market risk at the
       time that the resale registration statement is filed. The purchase price
cannot be contingent
       on the market price at the time of effectiveness of the resale
registration statement or at
       any subsequent date. In this regard, we note:
 J. Rodney Varner
Genprex, Inc.
June 13, 2018
Page 2
          The per share purchase price of the shares and the per share exercise
price of the
          warrants will automatically be adjusted based on the market price
after the date that (i)
          a registration statement covering the resale of the securities issued
in the private
          placement is declared effective by the SEC and (ii) your stockholders
approve the
          private placement.
          Following any adjustment of the per share purchase price of the
shares, you will issue
          additional shares in proportion to such adjustment, and following any
adjustment to
          the per share warrant exercise price, the number of warrant shares
that may be issued
          pursuant to each warrant will be proportionately increased.
          Another adjustment to the per share purchase price of the shares and
the per share
          exercise price of the warrants will occur on the date that shares may
be sold pursuant
          to Rule 144 if all of the shares issuable pursuant to the purchase
agreement are not
          included in this resale registration statement.

      For these reasons, it appears that the private placement of the shares
and warrants was not
      complete at the time this resale registration statement was filed. Please
withdraw and re-
      file once the private placement has been completed. For guidance, please
refer to
      Securities Act Sections Compliance and Disclosure Interpretations
Question 134.01.
Incorporation of Information by Reference, page 118

2.    To the extent you file a new registration statement where you elect to
use incorporation by
      reference, please incorporate your Form 8-K filed on March 15, 2018.
Refer to Item
      12(a)(2) of Form S-1.
        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 Mary Beth Breslin at
202-551-3625
with any questions.


FirstName LastNameJ. Rodney Varner
                                                            Division of
Corporation Finance
Comapany NameGenprex, Inc.
                                                            Office of
Healthcare & Insurance
June 13, 2018 Page 2
cc:       Christopher Ozburn, Esq.
FirstName LastName