United States securities and exchange commission logo

                               June 30, 2020

       Paul Hastings
       Chief Executive Officer
       Nkarta, Inc.
       6000 Shoreline Court, Suite 102
       South San Francisco, CA 94080

                                                        Re: Nkarta, Inc.
Statement on Form S-1
                                                            Filed June 19, 2020
                                                            File No. 333-239301

       Dear Mr. Hastings:

              We have reviewed your registration statement and have the
following 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

              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-1

       Prospectus Summary, page 1

   1.                                                   In the first paragraph
of page 2, your disclosure references the prospective "transfer of the
                                                        NKX101 manufacturing
process" to you. Please expand your disclosure to briefly
                                                        describe such transfer,
including any material terms thereof, as applicable.
       Summary Financial Data, page 10

   2.                                                   We note that you have
presented pro forma balance sheets giving effect to the issuance of
                                                        the second tranche of
Series B convertible preferred stock as well as the conversion of all
                                                        preferred stock. Please
explain why you have not similarly updated your pro forma
                                                        earnings per share
calculations for the three months ended March 31, 2020 and the year
                                                        ended December 31,
2019. In this regard, we note that for transactions involving the
 Paul Hastings
Nkarta, Inc.
June 30, 2020
Page 2
         issuance of securities subsequent to the latest balance sheet
presented, you should give pro
         forma effect to those shares as being outstanding as of the beginning
of the earliest pro
         forma period presented. Please advise or revise.
Index to Financial Statements
Statement of Operations and Comprehensive Loss, page F-4

3.       With regard to your pro forma net loss per share, basic and diluted,
and the related pro
         forma weighted average shares outstanding, basic and diluted, for the
year ended
         December 31, 2019, please revise to include a note on how you
determined these
        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

       You may contact Tara Harkins at (202) 551-3639 or Jeanne Baker at (202)
551-3691 if
you have questions regarding comments on the financial statements and related
matters. Please
contact David Lin at (202) 551-3552 or Michael Clampitt at (202) 551-3434 with
any other

FirstName LastNamePaul Hastings                                Sincerely,
Comapany NameNkarta, Inc.
                                                               Division of
Corporation Finance
June 30, 2020 Page 2                                           Office of Life
FirstName LastName