United States securities and exchange commission logo

                               October 1, 2020

       Taylor Schreiber, M.D., Ph.D.
       Chief Executive Officer
       Shattuck Labs, Inc.
       1018 W. 11th Street, Suite 100
       Austin, TX 78703

                                                        Re: Shattuck Labs, Inc.
Statement on Form S-1
                                                            Filed September 18,
                                                            File No. 333-248918

       Dear Dr. Schreiber:

              We have reviewed your 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 amending your registration
statement and providing the
       requested information. 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

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Draft Registration Statement on Form S-1 submitted September 10, 2020

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Critical Accounting Policies
       Estimating the Fair Value of Common Stock, page 97

   1.                                                   Please expand your
discussion of stock-based compensation to include relevant
                                                        information provided in
your response letter dated September 25, 2020, particularly the
                                                        methods and key
assumptions used to determine your valuations in July and August 2020
                                                        and those factors that
caused these fair values to increase from $31.98 per share to $53.50
                                                        per share, as well as
the subsequent factors that led to the increase in value inherent in the
                                                        estimated offering
range. In addition, expand Note 10 on page F-40 to provide information
                                                        for stock options
granted after June 30, 2020, consistent with your disclosure in Note 7
                                                        beginning on F-37
supporting stock options previously granted in 2020.
 Taylor Schreiber, M.D., Ph.D.
Shattuck Labs, Inc.
October 1, 2020
Page 2

        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration

       You may contact Franklin Wyman at 202-551-3660 or Kevin Vaughn at
202-551-3494 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Alan Campbell at 202-551-4224 or Tim Buchmiller at 202-551-3635 with
any other

FirstName LastNameTaylor Schreiber, M.D., Ph.D.
                                                           Division of
Corporation Finance
Comapany NameShattuck Labs, Inc.
                                                           Office of Life
October 1, 2020 Page 2
cc:       Branden C. Berns, Esq.
FirstName LastName