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                              June 18, 2024

       Leon O. Moulder, Jr.
       Chief Executive Officer
       Zenas BioPharma, Inc.
       1000 Winter Street
       North Building, Suite 1200
       Waltham, MA 02451

                                                        Re: Zenas BioPharma,
Inc.
                                                            Amendment No. 2 to
Draft Registration Statement on Form S-1
                                                            Submitted June 14,
2024
                                                            CIK No. 0001953926

       Dear Leon O. Moulder:

            We have reviewed your amended draft registration statement and have
the following
       comment.

              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 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 the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional comments.

       Amendment No. 2 to Draft Registration Statement on Form S-1

       Prospectus Summary
       Our Obexelimab Program, page 2

   1.                                                   We note your response
to prior comment 1. We also note that disclosure in this section
                                                        continues to state
obexelimab was well tolerated in five completed clinical trials including
                                                        trials that used
intravenous infusion for the delivery of your product candidate. Please
                                                        balance this statement
by clarifying that you have observed serious adverse events in trials
                                                        of obexelimab
administered through intravenous infusion.
 Leon O. Moulder, Jr.
FirstName  LastNameLeon O. Moulder, Jr.
Zenas BioPharma, Inc.
Comapany
June       NameZenas BioPharma, Inc.
     18, 2024
June 18,
Page 2 2024 Page 2
FirstName LastName
       Please contact Li Xiao at 202-551-4391 or Angela Connell at 202-551-3426
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Tyler Howes at 202-551-3370 or Chris Edwards at 202-551-6761 with any other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Life
Sciences
cc:      Nicholas Roper, Esq.