September 30, 2020

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F. Street, N.E.

Washington, D.C. 20549

Dear Ms. Adams and Ms. Yale:

On behalf of Rexahn Pharmaceuticals, Inc. (“Rexahn”), this letter is in response to your letter dated September 24, 2020 (the “Comment Letter”) to Douglas J. Swirsky, relating to Rexahn’s Registration Statement on Form S-4 (File No. 333-239702), initially filed with the Securities and Exchange Commission (the “Commission”) on July 6, 2020 and amended by Amendment No. 1 filed on August 27, 2020 and Amendment No. 2 filed on September 16, 2020 (as amended, the “Registration Statement”). Rexahn is concurrently filing Amendment No. 3 to the Registration Statement (“Amendment No. 3”). For your convenience, we have included the text of the applicable comment from the Comment Letter in bold immediately before our response. Except as otherwise noted below, all page references contained in our responses below are to the pages of Amendment No. 3.

In response to the Staff’s comment, Rexahn has filed a revised consent of Oppenheimer & Co. Inc. as Exhibit 99.5 to Amendment No. 3 that does not include the referenced disclaimer.

Rexahn respectfully requests the Staff’s assistance in completing the review of the Registration Statement as soon as possible. Please advise us if we can provide any further information or assistance to facilitate your review. If the Staff should have any questions, or would like further information, concerning any of the responses above, please do not hesitate to contact the undersigned at (410) 659-2778. We thank you in advance for your attention to the above.

---