July 30, 2019

Mondher Mahjoubi
Chief Executive Officer
Innate Pharma S.A.
117 Avenue de LuminyBP 30191
13009 Marseille, France

       Re: Innate Pharma S.A.
           Amendment No. 1 to
           Draft Registration Statement on Form F-1
           Submitted July 19, 2019
           CIK No. 0001598599

Dear Dr. Mahjoubi:

      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 response.

      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
comments.

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

Overview, page 1

1.     We note your response to comment 1. We further note your disclosure that
you may be
       "eligible to receive an aggregate of approximately $5.5 billion in
future contingent
       payments" and reference only existing collaboration agreements and
potential license
       agreements. Please disclose the material assumptions factored into this
estimated future
       payment amount as well as the associated risks. For instance, please
disclose whether the
       estimated future payment amount assumes maximum and successful
achievement of all
       development (regulatory or otherwise) and sales milestones. In this
regard, we note your
       disclosure on page 5 references such items were taken into account but
does not disclose
 Mondher Mahjoubi
Innate Pharma S.A.
July 30, 2019
Page 2
         the underlying assumptions used.
Business, page 110

2.       We note your response to comment 6. We further note that throughout
this section you
         use the phrase "potentially first-in-class" to describe certain of
your product
         candidates that are still in clinical development. We also note in
particular from your
         response that you are defining the phrase "first-in-class" in a
temporal sense, as the first
         one of its kind, and not as an adjective describing the quality of a
product candidate. If
         you wish to continue to use the "first-in-class" description in this
way, then to avoid
         investor confusion as to the meaning of the phrase, please clearly
disclose how you are
         defining the phrase.
       You may contact Keira Nakada at 202-551-3659 or Lisa Vanjoske at
202-551-3614 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Donald Field at 202-551-3680 or Dietrich King at 202-551-8071 with any
other
questions.



FirstName LastNameMondher Mahjoubi                              Sincerely,
Comapany NameInnate Pharma S.A.
                                                                Division of
Corporation Finance
July 30, 2019 Page 2                                            Office of
Healthcare & Insurance
FirstName LastName