Maggie L. Wong 858.202.2713 mwong@ goodwinprocter.com Goodwin Procter LLP
Counselors at Law 4365 Executive Drive,
Suite 300 San Diego, CA 92121 T: 858.202.2700 F: 858.457.1255

June 20, 2013

CONFIDENTIAL SUBMISSION
Draft Registration Statement
U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549	Confidential Submission Pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act and Section 24(b)(2) of the Securities Exchange Act of 1934

Re: Fate Therapeutics, Inc.

Confidential Submission of Draft Registration Statement on Form S-l

Ladies and Gentlemen:

On behalf of Fate Therapeutics, Inc., a Delaware corporation (the “Company”), and in connection with the confidential submission of its draft registration statement on Form S-l (the “Registration Statement”) on the date hereof, we hereby confidentially submit the draft Registration Statement pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act (the “JOBS Act”) and Section 24(b)(2) of the Securities Exchange Act of 1934, as amended, for non-public review by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) prior to the public filing of the Registration Statement.

Pursuant to Title I, Section 101 of the JOBS Act, the Company is an “emerging growth company” that had total annual gross revenues of less than $1.0 billion during its fiscal year ended December 31, 2012. Therefore, the Company is permitted to make this confidential submission of the Registration Statement for review by the Staff, provided that the Registration Statement and all amendments thereto shall be publicly filed with the Commission not later than 21 days before the date on which the Company conducts a “road show,” as such term is defined in Title 17, Section 230.433(h)(4) of the Code of Federal Regulations.

Please direct all notices and communications with respect to this confidential submission to each of the following:

	Christian Weyer, President and Chief Executive Officer
	Fate Therapeutics, Inc.
	3535 General Atomics Court, Suite 200
	San Diego, CA 92121
	Telephone: (858) 875-1800
with a copy to:	Maggie L. Wong
	Goodwin Procter LLP
	4365 Executive Drive, Suite 300
	San Diego, CA 92121
	Telephone: (858) 202-2713
	Facsimile: (858) 457-1255

Please contact the undersigned at (858) 202-2713 or mwong@goodwinprocter.com if you have any questions regarding the foregoing.

Very truly yours,

/s/ Maggie L. Wong

Maggie L. Wong

of Goodwin Procter LLP

cc: Christian Weyer, President and Chief Executive Officer, Fate Therapeutics, Inc.

Scott Wolchko, Chief Financial Officer, Fate Therapeutics, Inc.

Cindy Tahl, Corporate Counsel, Fate Therapeutics, Inc.

Kingsley L. Taft, Goodwin Procter LLP

Mitzi Chang, Goodwin Procter LLP