United States securities and exchange commission logo

                             April 28, 2020

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

                                                        Re: Nkarta, Inc.
                                                            Amendment No. 1 to
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted April 20,
                                                            CIK No. 0001787400

       Dear Mr. Hastings:

             We have reviewed your amended 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 better 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

             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 Amendment 1 to Form S-1

       Prospectus Summary, page 1

   1.                                                   Please revise the
Summary section to highlight the auditor's explanatory paragraph
                                                        regarding your ability
to continue as a going concern. Also please include a risk factor
                                                        discussing the material
risks associated with this fact.
       Capitalization, page 67

   2.                                                   Please correct the
inconsistency related to the pro forma common stock shares issued and
                                                        outstanding as
presented within this table to the pro forma common stock shares presented
                                                        on page F-3.
 Paul Hastings
Nkarta, Inc.
April 28, 2020
Page 2

Management's Discussion and Analysis
Research and development, page 77

3.       We note your response to prior comment 3. Please expand your
disclosures to quantify
         the material cost components underlying the research and development
costs incurred for
         each period presented.
Patents, Trademarks and Proprietary Technology, page 109

4.       We note your revised disclosure on pages 109 - 110 in response to
comment 8. Please
         further revise to specify the expiration dates for the most
significant patents relating to
         your NK cell engineering platform and each product candidate.
       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
April 28, 2020 Page 2                                            Office of Life
FirstName LastName