United States securities and exchange commission logo

                              December 28, 2020

       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
Draft Registration Statement on Form S-1
                                                            Filed December 15,
                                                            CIK No. 0001831363

       Dear Mr. Sundaram:

            We have reviewed your amended draft registration statement and have
the following

              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 comment applies 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 the
comment and your
       amended draft registration statement or filed registration statement, we
may have additional

       Amendment No. 1 to Draft Registration Statement on Form S-1

       Risk Factors, page 12

   1.                                                   We note that in
response to prior comment number 6 you deleted the risk factor
                                                        regarding potential
restrictions in China on transferring your scientific data abroad. Please
                                                        provide us with your
analysis as to why you believe the Measures for the Management of
                                                        Scientific Data
promulgated by the General Office of the PRC State Council does not
                                                        apply to the scientific
data resulting from your activities in China.
 Senthil Sundaram
FirstName  LastNameSenthil
Terns Pharmaceuticals, Inc. Sundaram
December   NameTerns
              2020     Pharmaceuticals, Inc.
Page 2    28, 2020 Page 2
FirstName LastName
       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


                                                        Division of Corporation
                                                        Office of Life Sciences
cc:      Brian Cuneo