United States securities and exchange commission logo

                          February 11, 2021

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

                                                        Re: KemPharm, Inc.
Statement on Form S-3
                                                            Filed February 9,
                                                            File No. 333-252903

       Dear Mr. Clifton:

              This is to advise you that we have not reviewed and will not
review your registration

               Please refer to Rules 460 and 461 regarding requests for
acceleration. 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.

                                                        Please contact Tim
Buchmiller at (202) 551-3635 with any questions.


                          Division of Corporation Finance

                          Office of Life Sciences
       cc:                                              Matthew P. Dubofsky,