March 23, 2020

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

       Re: Nkarta, Inc.
           Draft Registration Statement on Form S-1
           Submitted February 28, 2020
           CIK No. 0001787400

Dear Mr. Hastings:

       We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
understand your disclosure.

       Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional

Draft Registration Statement on Form S-1

Prospectus Summary, page 1

1.     We note that your pipeline tables on pages 3 and 83 include two programs
that are in
       preclinical discovery. We also note that you discuss these programs very
briefly in the
       prospectus and have not provided any milestones for the NK+T discovery
program. Please
       provide us your analysis as to why you believe these programs are
material enough to be
       included in your pipeline table. Also please revise your pipeline tables
to include a
       column for each of Phases 1, 2, and 3.
Use of Proceeds, page 62

2.     Refer to the fourth bullet point on page 62. Please specify how far in
the development of
 Paul Hastings
FirstName LastNamePaul Hastings
Nkarta, Inc.
March 23, NameNkarta, Inc.
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         each of your "other pipeline candidates" you expect to reach with the
proceeds of the
         offering. To the extent any material amounts of other funds are
necessary to accomplish
         the specified purposes, state the amounts and sources of other funds
needed for each
         specified purpose and the sources. Refer to Instruction 3 to Item 504
of Regulation S-K.
Management's Discussion and Analysis
Research and Development Expenses, page 74

3.       You disclosed multiple drug candidates with multiple indications and
that research and
         development is a significant aspect of your business. Please expand to
provide more
         detail for your research and development expenses during each period
         including but not limited to, by drug candidates and/or by
indications, as well as by the
         nature of the expenses.
Critical Accounting Policies and Significant Judgments and Estimates, page 77

4.       Once you have an estimated offering price or range, please explain to
us how you
         determined the fair value of the common stock underlying your equity
issuances since
         January 1, 2019 and the reasons for any differences between the recent
valuations of your
         common stock leading up to the IPO and the estimated offering price.
This information
         will help facilitate our review of your accounting for equity
issuances, including stock
Business, page 82

5.       Please revise to identify the published research to which you refer
throughout this section.
         As examples only, we note your reference to a "recent academic
publication" in the
         penultimate paragraph on page 82 and other published clinical trial
results at the bottom of
         pages 87 and 88.
NKX101 for Blood Cancers, page 97

6.       We note your disclosure that in 2019, you "held a formal pre-IND
meeting with the FDA,
         and [your] current clinical plans are based on agreement and
discussion from this
         meeting." Please summarize the nature of the discussions, relevant
feedback from the
         FDA and other material information that was communicated among the
Manufacturing, page 102

7.       We note your disclosure on page 103 that you are constructing a 2,700
square feet cGMP
         facility within your primary corporate location in South San
Francisco, California. Please
         revise to disclose the current status thereof and estimated costs to
complete the same.
Patents, Trademarks and Proprietary Technology, page 103

8.       Please revise to disclose in greater detail your material patents or
patent applications,
         including any patents or patent applications relating to your NK cell
engineering platform
 Paul Hastings
FirstName LastNamePaul Hastings
Nkarta, Inc.
March 23, NameNkarta, Inc.
March 23, 2020 Page 3
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FirstName LastName
         and your product candidates. For each such material patent or patent
application, please
         disclose (1) whether the patents relate to your NK cell engineering
platform or the specific
         product(s) to which such patents or patent applications relate (e.g.,
NKX101, NKX019,
         etc.); (2) whether the patents are owned or licensed from National
University Singapore
         and St. Jude or other third parties; (3) the type of patent
protection; (4) patent expiration
         dates and expected expiration dates for patent applications; and (5)
the jurisdictions where
         such patents were issued and such patent applications are pending.
Competition, page 118

9.       We note your disclosure that your competitors may obtain FDA or other
         approval for their products more rapidly than you do. To the extent
known, please
         disclose the stage of development of competing product candidates.
Description of Capital Stock
Forum Selection Clause, page 146

10.      Your disclosure on page 146 and related risk factor disclosure on
pages 57 - 58 state that
         your certificate of incorporation and bylaws include a provision
designating a state court
         located within the State of Delaware as the exclusive forum for
certain proceedings,
         including derivative actions brought on behalf of the company. Please
revise to
         disclose whether this provision applies to actions arising under the
Securities Act and/or
         the Exchange Act. If so, please also revise to state that investors
cannot waive compliance
         with the federal securities laws and the rules and regulations
thereunder. If the provision
         applies to Securities Act claims, please also state that there is
uncertainty as to whether a
         court would enforce such provision. Also ensure that the exclusive
forum provision in
         your certificate of incorporation and bylaws clarifies its
applicability. We may have
         further comments based on your revisions.
Index to Financial Statements, page F-1

11.      Please update your financial statements as required under Rule 3-12 of
Regulation S-X.

12.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
 Paul Hastings
Nkarta, Inc.
March 23, 2020
Page 4

       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
March 23, 2020 Page 4                                     Office of Life
FirstName LastName