September 5, 2019

Benjamin Atkins
Chief Financial Officer
NextDecade Corp.
1000 Louisiana Street, Suite 3900
Houston, Texas 77002

       Re: NextDecade Corp.
           Registration Statement on Form S-3
           Filed August 14, 2019
           File No. 333-233282

Dear Mr. Atkins:

       We have limited our review of your registration statement to those
issues we have
addressed in our 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 amending your registration statement
and providing the
requested information. 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 any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Registration Statement on Form S-3

General

1.     We note that your Certificate of Incorporation contains an exclusive
forum provision that
       designates the Court of Chancery of the State of Delaware as the sole
and exclusive forum
       for certain actions, including derivative actions. Please disclose
whether this provision
       applies to actions arising under the Securities Act or 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 to state that there is uncertainty
as to whether a court
 Benjamin Atkins
NextDecade Corp.
September 5, 2019
Page 2
         would enforce such provision and that investors cannot waive
compliance with the federal
         securities laws and the rules and regulations thereunder. If this
provision does not apply
         to actions arising under the Securities Act or Exchange Act, please
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 Jacqueline Kaufman, Staff Attorney, at 202-551-3222 or
Lilyanna Peyser,
Special Counsel, at 202-551-3222 with any other questions.



FirstName LastNameBenjamin Atkins                             Sincerely,
Comapany NameNextDecade Corp.
                                                              Division of
Corporation Finance
September 5, 2019 Page 2                                      Office of
Consumer Products
FirstName LastName