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                             January 30, 2024

       Jitendra Mohan
       Chief Executive Officer
       Astera Labs, Inc.
       2901 Tasman Drive, Suite 205
       Santa Clara, CA 95054

                                                        Re: Astera Labs, Inc.
                                                            Amendment No. 2 to
Draft Registration Statement on Form S-1
                                                            Submitted January
16, 2024
                                                            CIK No. 001736297

       Dear Jitendra Mohan:

            We have reviewed your amended registration statement and have the
following
       comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our January 9, 2024
letter.

       Amendment No. 2 to Draft Registration Statement

       General

   1.                                                   Please revise your
registration statement to include the information required by Item 507
                                                        of Regulation S-K.
       Exhibits

   2.                                                   We note references to
lock-up and market standoff arrangements or agreements
                                                        throughout your
registration statement. If these will be stand-alone agreements, separate
                                                        from your underwriting
agreement, please revise your exhibit index and file these as
                                                        exhibits.
 Jitendra Mohan
Astera Labs, Inc.
January 30, 2024
Page 2

       Please contact Kevin Stertzel at 202-551-3723 or Andrew Blume at
202-551-3254 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Sarah Sidwell at 202-551-4733 or Jennifer Angelini at 202-551-3047 with
any other
questions.



                                                        Sincerely,
FirstName LastNameJitendra Mohan
                                                        Division of Corporation
Finance
Comapany NameAstera Labs, Inc.
                                                        Office of Manufacturing
January 30, 2024 Page 2
cc:       Brad Weber
FirstName LastName