United States securities and exchange commission logo

                           May 29, 2020

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

                                                        Re: Nkarta, Inc.
                                                            Amendment No. 2 to
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted on May
19, 2020
                                                            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

       Amendment 2 to DRS Form S-1 Submitted on May 19, 2020

       Contractual Obligations and Commitments, page 86

   1.                                                   You indicate that the
May 2020 second amendment to the lease agreement is not included
                                                        in the operating lease
commitments as of March 31, 2020. If the cash lease payments
                                                        under this amendment
are material, please expand your footnote to present these payments
                                                        using the same time
frames stipulated in the table. We believe this information will
                                                        provided increased
transparency on your long-term lease obligations. Refer to Item
                                                        303(a)(5) of Regulation
S-K and footnote 46 to SEC Release No. 33-8350.
       Patents, Trademarks and Proprietary Technology, page 112
 Paul Hastings
Nkarta, Inc.
May 29, 2020
Page 2
2.       You disclose on pages 113 and F-16 that in August 2016, you entered
into a license
         agreement with the National University of Singapore and St. Jude
Children's Research
         Hospital, Inc., which could require that you make milestone payments
to the licensors
         upon the completion of "certain regulatory and commercial milestones."
Please revise to
         describe such milestones in greater detail, and if applicable, how
they will be calculated.
         Also please provide more detailed disclosure regarding the "certain
         objectives which obligate the Company to meet various milestones over
time," including
         the approximate timeframe involved.
Financial Statements as of December 31, 2019
Balance Sheet, page F-3

3.       Please revise to remove your pro forma stockholders' equity as of
December 31, 2019.
         Refer to Rule 11-02(c)(1) of Regulation S-X.
Condensed Financial Statements as of March 31, 2020
Note 13. Subsequent Events, page F-50

4.       You indicate that in May 2020, the Company signed a second amendment
to your lease
         agreement. Please expand your disclosures to provide the material
terms of the
         amendment so that readers may understand the significant rights and
obligations under the
         amended lease. Refer to ASC 842-20-50-3b.

       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
May 29, 2020 Page 2                                            Office of Life
FirstName LastName