December 19, 2019

Daniel G. Stokely
Chief Financial Officer, Treasurer and Secretary
Ampio Pharmaceuticals, Inc.
373 Inverness Parkway, Suite 200
Englewood, Colorado 80112

       Re: Ampio Pharmaceuticals, Inc.
           Form 10-K for the Fiscal Year Ended December 31, 2018
           Filed March 18, 2019
           Form 10-Q for the Quarterly Period Ended September 30, 2019
           Filed November 7, 2019
           File No. 001-35182

Dear Mr. Stokely:

        We have limited our review of your filings to the financial statements
and related
disclosures and have the following comment. In our comment, we may ask you to
provide us
with information so we may better understand your disclosure.

       Please respond to the comment within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to the comment, we may have additional
comments.

Form 10-Q for the Quarterly Period Ended September 30, 2019

Item 4. Controls and Procedures.
Disclosure Controls and Procedures , page 30

1.    Your statement that your "remediation plan to measure the effectiveness
of the revised
      disclosure controls and procedures have not been in place long enough to
fully assess their
      control design and effectiveness as of September 30, 2019" does not
comply with Item
      307 of Regulation S-K as it does not provide a definitive conclusion as
to the effectiveness
      of your disclosure controls and procedures (DCP). Accordingly, please
amend the filing
      to disclose the conclusion of your principal executive and principal
financial officers
      regarding the effectiveness of the company's DCP as of the end of the
period covered by
      the report. To the extent that you conclude that your DCP are not
effective due to the
      limited amount of time for which your remediation plan has been in place,
please ensure
 Daniel G. Stokely
Ampio Pharmaceuticals, Inc.
December 19, 2019
Page 2
         that the status of your remediation plans are adequately disclosed. In
amending your
         filing, please ensure that your certifications reference the Form
10-Q/A and are currently
         dated.
       In closing, 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.

       You may contact Frank Wyman at 202-551-3660 or Ibolya Ignat at
202-551-3636 with
any questions.



FirstName LastNameDaniel G. Stokely                           Sincerely,
Comapany NameAmpio Pharmaceuticals, Inc.
                                                              Division of
Corporation Finance
December 19, 2019 Page 2                                      Office of Life
Sciences
FirstName LastName