January 6, 2020

Walter V. Klemp
Chief Executive Officer
Moleculin Biotech, Inc.
5300 Memorial Drive, Suite 950
Houston, TX 77007

       Re: Moleculin Biotech, Inc.
           Registration Statement on Form S-3
           Filed December 23, 2019
           File No. 333-235686

Dear Mr. Klemp:

       We have limited our review of your registration statement to those
issues we have
addressed in our comment. In our comment, 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 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.

Registration Statement on Form S-3 filed December 23, 2019

Exhibit 3.1   Amended and Restated Certificate of Incorporation of Moleculin
Biotech, Inc.,
page II-2

1.     We note that your forum selection provision 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 clearly describe this
provision and to describe
       any risks or other impacts on investors. Risks may include, but are not
limited to,
       increased costs to bring a claim and that these provisions can
discourage claims or limit
       investors' ability to bring a claim in a judicial forum that they find
favorable. Also
       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
 Walter V. Klemp
Moleculin Biotech, Inc.
January 6, 2020
Page 2
      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 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 also ensure that the
exclusive forum
      provision in the governing document states this clearly, or 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.
        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.

       You may contact Tim Buchmiller at (202) 551-3635 or Jeffrey Gabor,
Senior Attorney, at
(202) 551-2544 if you have any questions.



                                                             Sincerely,
FirstName LastNameWalter V. Klemp
                                                             Division of
Corporation Finance
Comapany NameMoleculin Biotech, Inc.
                                                             Office of Life
Sciences
January 6, 2020 Page 2
cc:       Cavas S. Pavri, Esq.
FirstName LastName