United States securities and exchange commission logo





                             August 18, 2021

       Lara Sullivan, M.D.
       Chief Executive Officer
       Pyxis Oncology, Inc.
       35 CambridgePark Drive
       Cambridge, MA 02140

                                                        Re: Pyxis Oncology,
Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted August 4,
2021
                                                            CIK No. 0001782223

       Dear Dr. Sullivan:

             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 S-1 submitted
August 4, 2021

       Our Portfolio, page 2

   1.                                                   We note your response
to prior comment 2 regarding your inclusion of the "mAb
                                                        Discovery Programs" in
your pipeline table on page 3. Since your filing contains minimal
                                                        discussion of these
programs, it appears that these programs are not sufficiently material
                                                        to your operations to
warrant inclusion in the pipeline table. Please remove
                                                        these programs. We will
not object to a discussion of the programs below the table.
       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Critical Accounting Policies and Significant Judgments and Estimates,
Stock-Based
       Compensation, page 93
 Lara Sullivan, M.D.
Pyxis Oncology, Inc.
August 18, 2021
Page 2
2.    Once you have an estimated offering price or range, please explain to us
the reasons for
      any differences between the recent valuations of your common stock
leading up to the
      initial public offering and the estimated offering price. This
information will help facilitate
      our review of your accounting for equity issuances. Please discuss with
the staff how to
      submit your response.
        You may contact Kristin Lochhead at 202-551-3664 or Vanessa Robertson
at 202-551-
3649 if you have questions regarding comments on the financial statements and
related
matters. Please contact Jason Drory at 202-551-8342 or Jeffrey Gabor at
202-551-2544 with any
other questions.



                                                             Sincerely,
FirstName LastNameLara Sullivan, M.D.
                                                             Division of
Corporation Finance
Comapany NamePyxis Oncology, Inc.
                                                             Office of Life
Sciences
August 18, 2021 Page 2
cc:       Asher M. Rubin, Esq.
FirstName LastName