United States securities and exchange commission logo

                          February 7, 2023

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

                                                        Re: Terns
Pharmaceuticals, Inc.
Statement on Form S-3
                                                            Filed February 1,
                                                            File No. 333-269508

       Dear Senthil Sundaram:

              This is to advise you that we have not reviewed and will not
review your registration

               Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you
       that the company and its management are responsible for the accuracy and
adequacy of their
       disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

                                                        Please contact Cindy
Polynice at 202-551-8707 with any questions.


                          Division of Corporation Finance

                          Office of Life Sciences
       cc:                                              Brian Johnson, Esq.