June 28, 2018

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

       Re: Genprex, Inc.
           Amendment No. 1 to Registration Statement on Form S-1
           Filed June 15, 2018
           File No. 333-225090

Dear Mr. Varner:

      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 June 13,
2018 letter.

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

The Offering, page 8

1.     We note your response to our prior comment 1 and reissue. In order for
the private
       placement of the shares to be complete and the selling stockholders to
be at market risk,
       (i) the per share purchase price must be fixed and cannot be subject to
adjustment based
       on the current market price of the common stock and (ii) the selling
stockholders must be
       irrevocably bound to purchase a set number of securities at the time of
the filing of the
       resale registration statement. The fact that the total investment amount
is fixed does not
       therefore fit within the requirements of the accommodation set forth in
CDI 139.11 of
 J. Rodney Varner
Genprex, Inc.
June 28, 2018
Page 2
      Securities Act Sections, which requires that the number of securities to
be received be set.
      Further, the investors are not at market risk if the amount of their
investment is preserved
      by receiving additional securities based on the market price on certain
future dates. Please
      withdraw this registration statement and refile once the private
placement has been
      completed.
       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 28, 2018 Page 2
cc:       Christopher Ozburn, Esq.
FirstName LastName