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                           June 7, 2021

       Josh Lehrer
       Chief Executive Officer
       Graphite Bio, Inc.
       279 East Grand Avenue, Suite 430
       South San Francisco, CA 94080

                                                        Re: Graphite Bio, Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted May 21,
2021
                                                            CIK No. 0001815776

       Dear Dr. Lehrer:

             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 on
May 21, 2021

       Stanford Exclusive License Agreement and Option Agreement, page 96

   1.                                                   We note your disclosure
on page 97 of the First Option Agreement with Stanford. Please
                                                        expand your disclosure
to include discussion of the Second Option Agreement with
                                                        Stanford, including
whether you have exercised this option. We refer to your disclosure
                                                        of the Second Option
Agreement on page 146.
 Josh Lehrer
FirstName  LastNameJosh  Lehrer
Graphite Bio, Inc.
Comapany
June 7, 2021NameGraphite Bio, Inc.
June 7,
Page 2 2021 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies and Significant Judgments and Estimates,
Stock-Based
Compensation Expense, page 107

2.       Once you have an estimated offering price or range, please tell us the
fair value of the
         common stock underlying your issuances of share based compensation for
the most recent
         period and explain 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,
         including share based compensation. Please discuss with the staff how
to submit your
         response.
Exhibits

3.       We refer to the exclusive license agreements (including the amendments
thereto) and
         option agreements filed as Exhibits 10.12, 10.13, 10.14 and 10.15 to
your registration
         statement. We note that certain identified information has been
redacted in these exhibits
         because it is not material. Please revise the statement on the first
page of each exhibit to
         note that certain identified information has been excluded from such
exhibit because it is
         both not material and is the type that you treat as private or
confidential. Refer to Item
         601(b) of Regulation S-K.
       You may contact Kristin Lochhead at 202-551-3664 or Daniel Gordon at
202-551-3486 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jane Park at 202-551-7439 or Jeffrey Gabor at 202-551-2544 with any
other questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Life
Sciences
cc:      Maggie Wong, Esq.