United States securities and exchange commission logo

                              May 12, 2022

       Anthony Y. Sun, M.D
       Chief Executive Officer, President and Chairman
       Zentalis Pharmaceuticals, Inc.
       1359 Broadway
       Suite 1710
       New York, New York 10018

                                                        Re: Zentalis
Pharmaceuticals, Inc.
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2021
                                                            Filed February 24,
                                                            File No. 001-39263

       Dear Mr. Sun:

               We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comment. In our comment, we may ask
you to provide us
       with information so we may better understand your disclosure.

              Please respond to the comment within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to the comment, we may have additional comments.

       Form 10-K for the Fiscal Year Ended December 31, 2021

       Consolidated Financial Statements
       Notes to Consolidated Financial Statements
       3. Significant Transactions, page F-16

   1.                                                   You disclose that after
Zentera's July 2021 Series B convertible preferred offering and
                                                        changes to its
corporate governance, you no longer individually have the ability to direct
                                                        the activities that
most significantly impact Zentera's economic performance, and explain,
                                                        that beginning in July
2021, the financial position and results of operations of Zentera are
                                                        no longer included in
your consolidated financial statements. Please address the
                                                            Provide us with a
comprehensive accounting analysis relating to your deconsolidation
                                                             of Zentera that
includes the terms of and your assessment of the contractual
                                                             arrangements and
corporate governance of Zentera prior to and subsequent to the July
 Anthony Y. Sun, M.D
Zentalis Pharmaceuticals, Inc.
May 12, 2022
Page 2
              2021 convertible preferred offering.
                Provide us an analysis of the significance of Zentera to your
operations prior to and
              after deconsolidation. Please address the collaboration and
license agreements each of
              your subsidiaries have entered into with your joint venture,
                Explain to us the purpose and design of Zentera, the terms and
characteristics of your
              financial interest in Zentera, and your business purpose for
holding the financial
                Tell us if there are any contractual arrangements subsequent to
deconsolidation that
              would allow you to increase your interest or control in Zentera
in the future, and if so,
              the terms of any agreements that would give you those rights and
your assessment of
              how those terms affected your determination to deconsolidate
                Clarify what your initial investment amount was in this joint
venture as well as how
              you determined this amount. In this regard, tell us if you formed
                Tell us whether you identified any related parties for purposes
of your consolidation
              analysis under ASC 810. If so, tell us how you considered these
related parties when
              concluding it was appropriate to deconsolidate Zentera. In this
respect, we note on
              page 106 that your President and Chief Executive Officer serves
as Chief Executive
              Officer and a member of the board of directors of Zentera and
your Chief Operating
              Officer serves as a member of the board of directors of Zentera.
Tell us how many
              board members are on Zentera's board of directors.
                In your response, address which paragraphs within the
authoritative accounting
              guidance you relied upon to support your accounting.

       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       You may contact Ibolya Ignat at 202-551-3636 or Mary Mast at
202-551-3613 with any

FirstName LastNameAnthony Y. Sun, M.D                           Sincerely,
Comapany NameZentalis Pharmaceuticals, Inc.
                                                                Division of
Corporation Finance
May 12, 2022 Page 2                                             Office of Life
FirstName LastName