October 25, 2019

R. LaDuane Clifton
Chief Financial Officer
KemPharm, Inc.
1180 Celebration Boulevard, Suite 103
Celebration, FL 34747

       Re: KemPharm, Inc.
           Registration Statement on Form S-3
           Filed on October 16, 2019
           File No. 333-234235

Dear Mr. Clifton:

        We have limited our review of your registration statement to those
issues we have
addressed in our comment. 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 this comment, we may have additional comments.

Registration Statement on Form S-3, filed on October 16, 2019

Choice of Forum, page 15

1.    We note that your forum selection provision in the Certificate of
Incorporation filed as
      Exhibit 3.1 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 the
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 revise your prospectus
to state that there
      is uncertainty as to whether a court would enforce such provision and
investors cannot
      waive compliance with the federal securities laws and the rules and
regulations
      thereunder. If the provision does not apply to actions arising under the
Securities Act or
 R. LaDuane Clifton
KemPharm, Inc.
October 25, 2019
Page 2
      Exchange Act, please also 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.

       Please contact Paul Fischer, Staff Attorney, at 202-551-3415, or Mary
Beth Breslin,
Legal Branch Chief, at 202-551-3625, with any questions.



                                                           Sincerely,
FirstName LastNameR. LaDuane Clifton
                                                           Division of
Corporation Finance
Comapany NameKemPharm, Inc.
                                                           Office of Life
Sciences
October 25, 2019 Page 2
cc:       Matthew Dubofsky, Esquire
FirstName LastName