United States securities and exchange commission logo

                             February 2, 2021

       Senthil Sundaram
       Chief Executive Officer
       Terns Pharmaceuticals, Inc.
       1065 East Hillsdale Blvd., Suite 100
       Foster City, California 94404

                                                        Re: Terns
Pharmaceuticals, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed February 1,
                                                            File No. 333-252180

       Dear Mr. Sundaram:

             We have reviewed your amended registration statement and have the
       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.

       Form S-1 amendment 1 filed February 1, 2021

       Capitalization, page 82

   1.                                                   Please revise total
capitalization as of September 30, 2020, ensuring to exclude cash and
                                                        cash equivalents as it
is not a component of capitalization.
   2.                                                   Please revise the
amount of "Actual" issued and outstanding shares of common stock in
                                                        your capitalization
table to be consistent with the outstanding shares amount as presented
                                                        in your condensed
consolidated balance sheet as of September 30, 2020 or tell us and
                                                        revise to disclose your
basis for including 83,333 restricted shares that have not met the
                                                        vesting criteria in
your determination of common shares outstanding as of September 30,
                                                        2020 that is reflected
in your capitalization table.
 Senthil Sundaram
FirstName  LastNameSenthil
Terns Pharmaceuticals, Inc. Sundaram
February    2021       Pharmaceuticals, Inc.
Page 2 2, 2021 Page 2
FirstName LastName
Dilution, page 84

3.       The historical net tangible book value and historical net tangible
book value per share as
         of September 30, 2020 appears to include mezzanine equity. Please
revise the calculations
         to exclude mezzanine equity or advise as to the appropriateness of
your calculation.
       You may contact David Burton at 202-551-3626 or Sasha Parikh at
202-551-3627 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Chris Edwards at 202-551-6761 or Celeste Murphy at 202-551-3257 with
any other


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cc:      Brian Cuneo