SecProbe.io

CORRESP
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filename1.htm

September 10, 2024

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Tyler Howes and Chris Edwards, Division of Corporation Finance

Re: Zenas BioPharma, Inc. (the “Registrant”)

Registration Statement on Form S-1 (File No. 333- 281713)

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 460 of the General Rules and
Regulations under the Securities Act of 1933, as amended, we wish to advise that between September 6, 2024 and the date hereof,
approximately 2,100 copies of the Preliminary Prospectus, dated September 6, 2024, were distributed to prospective
underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement, as
amended.

We wish to advise you that the participating underwriters have informed
us that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of
1934, as amended.

We hereby join in the request of the Registrant that the effectiveness
of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time, on Thursday, September 12,
2024 or as soon thereafter as practicable.

[signature page follows]

    Very truly yours,

    MORGAN STANLEY & CO.
    LLC

    JEFFERIES LLC

    As representatives of the Underwriters

    MORGAN STANLEY & CO.
    LLC

    By:
    /s/ Chris Rigoli

    Name:
    Chris Rigoli

    Title:
    Executive Director

    JEFFERIES LLC

    By:
    /s/ Ashley Delp Walker

    Name:
    Ashley Delp Walker

    Title:
    Managing Director

[Signature Page to Acceleration
Request Letter]