February 15, 2019

Andrew Cheng
President and Chief Executive Officer
Akero Therapeutics, Inc.
170 Harbor Way, 3rd Floor
South San Francisco, CA 94080

       Re: Akero Therapeutics, Inc.
           Draft Registration Statement on Form S-1
           Submitted January 17, 2019
           CIK No. 0001744659

Dear Mr. Cheng:

       We have reviewed your 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.

Draft Registration Statement on Form S-1

Prospectus summary
Overview, page 1

1.     We note that you plan to initiate a Phase 2a clinical trial in the
middle of 2019. Please
       disclose that you have not yet filed an investigational new drug
application, or IND, for
       AKR-001 in NASH and that there is no assurance that submission of an IND
will result in
       the FDA allowing a clinical trial to begin. Please disclose your
expected timing for filing
       the IND with the FDA.
2.     Please identify the sources for the market statistics that you provide
in the prospectus
       summary and the Business section.
 Andrew Cheng
FirstName LastNameAndrew Cheng
Akero Therapeutics, Inc.
Comapany NameAkero Therapeutics, Inc.
February 15, 2019
February 15, 2019 Page 2
Page 2
FirstName LastName
Our lead product candidate, AKR-001, page 1

3.       We note your statement on page 2 and elsewhere that AKR-001 has the
potential to be a
         best-in-class product. The term "best-in-class" suggests that the
product candidate is
         effective and likely to be approved. Given the development stage of
AKR-001 and length
         of the drug approval process, it is premature and inappropriate for
you to imply that any
         of your product candidates will ultimately be approved or become
best-in-class. Please
         delete these references throughout your registration statement.
Our strategy, page 2

4.       Please revise the first bullet point to put into context your
statement concerning your
         intention to "rapidly advance" AKR-001 through clinical development.
In this regard, we
         note your disclosure on page 24 which indicates that clinical product
development
         involves a lengthy and expensive process, with an uncertain outcome.
Implications of being an emerging growth company and a smaller reporting
company, page 4

5.       Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
6.       Please clarify in this section that you have elected the exemption to
delay adopting new or
         revised accounting standards until such time as those standards apply
to private
         companies.
Critical Accounting Policies and Significant Judgments and Estimates
Stock-based Compensation, page 86

7.       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 including stock
compensation.
Phase 1b clinical trial of AKR-001 in patients with TBD for 28 days, page 110

8.       We note your reference to figure 5 in the last paragraph on page 112,
but cannot locate the
         relevant graphic. Please revise for clarification.
Phase 1a clinical trial in type 2 diabetic patients, page 119

9.       Please revise to provide more detail about the results observed in the
Phase 1a clinical
         trial.
 Andrew Cheng
Akero Therapeutics, Inc.
February 15, 2019
Page 3
Choice of forum, page 174

10.   We note that your forum selection provision identifies the Court of
Chancery of the State
      of Delaware as the exclusive forum for certain litigation, including any
"derivative
      action." Please disclose whether this provision applies to actions
arising under the federal
      securities laws. Also ensure that the exclusive forum provision in your
proposed
      organizational documents states this clearly. In this regard, we note
that Section 27 of the
      Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any
      duty or liability created by the Exchange Act or the rules and
regulations thereunder.
General

11.   Please provide us proofs of all graphics, visual, or photographic
information you will
      provide in the printed prospectus prior to its use, for example in a
preliminary prospectus.
      Please note that we may have comments regarding this material.
       You may contact Yolanda Trotter at (202) 551-3472 or Li Xiao at (202)
551-4391 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Chris Edwards at (202) 551-6761 or Coy Garrison at (202) 551-3466 with
any other
questions.



                                                            Sincerely,
FirstName LastNameAndrew Cheng
                                                            Division of
Corporation Finance
Comapany NameAkero Therapeutics, Inc.
                                                            Office of
Healthcare & Insurance
February 15, 2019 Page 3
cc:       Laurie A. Burlingame
FirstName LastName