April 24, 2019

John Climaco
Chief Executive Officer
CNS Pharmaceuticals, Inc.
2100 West Loop South, Suite 900
Houston, TX 77027

       Re: CNS Pharmaceuticals, Inc.
           Draft Registration Statement on Form S-1
           Submitted March 28, 2019
           File No. 377-02562

Dear Mr. Climaco:

       We have reviewed your draft 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 providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1 submitted on March 28, 2019

Table of Contents, page i

1.     Your statements that you have not independently verified third party
data, internal
       surveys, industry forecasts and market research may imply an
inappropriate disclaimer of
       responsibility with respect to the third party information. You also
state that forecasts are
       particularly likely to be inaccurate. Please either delete these
statements or specifically
       state that you are liable for such information.
 John Climaco
FirstName LastNameJohn Climaco
CNS Pharmaceuticals, Inc.
Comapany NameCNS Pharmaceuticals, Inc.
April 24, 2019
April 2 2019 Page 2
Page 24,
FirstName LastName
Prospectus Summary
Overview , page 3

2.       We note your statement that Berubicin is shown to cross the blood
brain barrier and
         potently target brain cancer cells, and if approved by the FDA would
offer the only
         anthracycline effective against brain cancer. In addition, we note
your statements that you
         believe Berubicin has unique characteristics that may make it a safe
and effective
         treatment for glioblastoma and based on your review of previous
clinical studies, you
         believe Berubicin has a greater potential for efficacy and safety in
glioblastoma than
         currently available therapies. We further note your disclosure on page
32 that Berubicin
         is more potent as an inhibitor of cell growth and inducer of apotosis
than doxorubicin,
         which is an FDA-approved drug. Determinations of safety and efficacy
are within the
         sole authority of the FDA. Given the early stage of your clinical
trials, it is premature for
         you to suggest that Berubicin is or will be determined to be safe and
effective. Please
         revise your disclosure accordingly.
3.       We note your reference to "meaningful results" from a Phase 2 clinical
trial in adults.
         Please revise this disclosure to remove any suggestion that you will
or expect to receive
         positive data in your planned clinical trials. Please similarly revise
your disclosure on
         page 37 that you will follow a "successful path already demonstrated
by Realta."
4.       We note your disclosure here and elsewhere that you are currently
operating under an
         extension period for the HPI License. Please clearly disclose the
expiration date of the
         extension period, including what will happen if you have not raised at
least $7.0 million
         by such date. Please also clearly state that your ability to meet the
HPI License
         requirements is dependent on the success of this offering, to the
extent accurate.
5.       We note your disclosure that you have obtained 100g of Berubicin, but
it is nine years old
         and there is no guarantee the FDA will grant you permission to use it.
Please add risk
         factor disclosure explaining the material impact to the company if you
are not able to use
         the Berubicin.
Implications of Being an Emerging Growth Company, page 4

6.       Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
 John Climaco
FirstName LastNameJohn Climaco
CNS Pharmaceuticals, Inc.
Comapany NameCNS Pharmaceuticals, Inc.
April 24, 2019
April 3 2019 Page 3
Page 24,
FirstName LastName
Risk Factors
If we do not complete the maximum offering..., page 9

7.       Please revise this risk factor to indicate that this is a firm
commitment offering, as
         disclosed in the Plan of Distribution section. Please similarly revise
the disclosure on the
         registration statement cover page that you are offering "up to" a
specified amount of
         shares.
Use of Proceeds, page 22

8.       We note your disclosure that you intend to use the proceeds of the
offering to fund your
         Phase 2 "trials" for Berubicin and that you expect to require an
additional $7.0 million to
         complete the Phase 2 "trial" for Berubicin. Please revise your
disclosure to state how far
         the proceeds of the offering will allow you to proceed with the
development of Berubicin.
         Please also disclose the sources of other funds needed to reach
regulatory approval and
         commercialization. Refer to Instruction 3 to Item 504 of Regulation
S-K.

Capitalization, page 23

9.       This disclosure indicates it is presented in thousands which does not
appear to be the
         case. Also, the amount of cash should not be included in total
capitalization. Please
         revise as necessary.
Business
Market for Cancer Drugs and Berubicin, page 31

10.      We note your disclosure that you believe preclinical and clinical data
demonstrates that
         Berubicin can cross the blood-brain barrier. Please revise this
discussion to place your
         conclusion in appropriate context by clearly stating that your
observations to date are
         based on limited data. Please also remove the statement that this
characteristic means it is
         potentially effective, as the efficacy of the treatment is dependent
on multiple factors and
         is a determination which can be made solely by the FDA.
The Berubicin Clinical Therapeutic Opportunity, page 31

11.      Please provide context in each instance that you discuss the one
durable complete
         response observed in the 2009 clinical trials, including the number of
patients in the study.
Berubicin Clinical Trial, page 34

12.      Please explain what it means that one patient in Group A received an
"unconfirmed"
         partial response. Please also tell us the number of patients enrolled
in Group C, and if all
         patients either discontinued prior to evaluation or were evaluated as
having progressive
         disease. Please also tell us how you determined that a 44% control
response rate was
         observed, including what is meant by a control response rate, as
disclosed on page 33.
 John Climaco
CNS Pharmaceuticals, Inc.
April 24, 2019
Page 4
Intellectual Property, page 38

13.    Please revise your disclosure to discuss all of your material patents,
including the scope,
       relevant jurisdictions and expiry dates. Refer to Item 101(c)(1)(iv) of
Regulation S-K.
License Agreements, page 43

14.    Your license agreement with Houston Pharmaceuticals, Inc. (HPI) and your
asset purchase
       agreement with Reata Pharmaceuticals, Inc. appear to be material
contracts. Please expand
       your disclosure here or in another appropriate section to include all of
the material terms
       of these agreements, including financial terms, term and termination
provisions.
General

15.    Please provide us proofs of all graphics, visual, or photographic
information you will
       provide in the printed prospectus prior to its use, for example in a
preliminary prospectus.
       Please note that we may have comments regarding this material.
       You may contact Lisa Vanjoske at 202-551-3614 or Jim Rosenberg at
202-551-3679 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Christine Westbrook at 202-551-5019 or Erin Jaskot at 202-551-3442 with
any other
questions.



                                                             Sincerely,
FirstName LastNameJohn Climaco
                                                             Division of
Corporation Finance
Comapany NameCNS Pharmaceuticals, Inc.
                                                             Office of
Healthcare & Insurance
April 24, 2019 Page 4
cc:       Cavas S. Pavri, Esq.
FirstName LastName