May 10, 2018

D. Victor Perlroth, M.D.
Chairman and Chief Executive Officer
Kodiak Sciences Inc.
2631 Hanover Street
Palo Alto, CA 94304

       Re: Kodiak Sciences Inc.
           Amendment No. 1 to Draft Registration Statement on Form S-1
           Submitted April 30, 2018
           CIK No. 0001468748

Dear Dr. Perlroth:

     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 our 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 the comment
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

Exhibits

1.     Please include the 2018 Employee Stock Purchase Plan as an exhibit to
the registration
       statement or provide your analysis as to why it is not required to be
filed as an exhibit.
 D. Victor Perlroth, M.D.
Kodiak Sciences Inc.
May 10, 2018
Page 2

       You may contact Mary Mast at (202) 551-3613 or Lisa Vanjoske at (202)
551-3614 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Chris Edwards at (202) 551-6761 or Irene Paik at (202) 551-6553 with
any other
questions.


FirstName LastNameD. Victor Perlroth, M.D.
                                                          Division of
Corporation Finance
Comapany NameKodiak Sciences Inc.
                                                          Office of Healthcare
& Insurance
May 10, 2018 Page 2
cc:       Michael Nordtvedt
FirstName LastName