August 16, 2019

Ryan J. Watts
President, Chief Executive Officer and Director
Denali Therapeutics Inc.
161 Oyster Point Blvd
South San Francisco, California 94080

       Re: Denali Therapeutics Inc.
           Form 10-K for the Fiscal Year Ended December 31, 2018
           Filed March 12, 2019
           File No. 001-38311

Dear Dr. Watts:

       We have reviewed your July 16, 2019 response to our comment letter 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 these comments 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
comments apply to your facts and circumstances, please tell us why in your
response.

        After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to
comments in
our July 2, 2019 letter.

Form 10-K for the Fiscal Year Ended December 31, 2018

Notes to Consolidated Financial Statements
6. Collaboration Agreements, page 1

1.    Please refer to your responses to prior comments 1 and 2. With respect to
the Sanofi
      agreement's $600 million of clinical and regulatory milestones for CNS
product and $495
      million of clinical, regulatory and commercial milestones for peripheral
product, and the
      Takeda agreement's $707.5 million clinical and regulatory milestones, we
believe
      additional disclosure would improve information regarding the nature,
amount, timing,
      and uncertainty of revenue and cash flows arising from your contracts.
Refer to ASC 606-
      10-50-1. Provide us proposed disclosure to be included in future filings
that further
      disaggregates these aggregate amounts. Given the differences in the
nature, timing, and
      uncertainty between clinical, regulatory and commercial milestones, we
believe that
 Ryan J. Watts
Denali Therapeutics Inc.
August 16, 2019
Page 2
         separate amounts should be provided for those categories for each
aggregate amount.
         Further, qualitative disclosure should be provided by category for
each aggregate amount
         that qualitatively explains the milestones within the category to
capture the extent that it
         covers multiple indications/programs and geographic areas. For
example, where a
         category includes three indications, disclosure might indicate that a
majority relates to the
         first of three possible indications. And where a category includes
multiple geographic
         areas, disclosure might indicate the geographic areas and the area
that represents the
         majority of the category.
       You may contact Andri Carpenter at 202-551-3645 or Bonnie Baynes at
202-551-4924
with any questions.



FirstName LastNameRyan J. Watts                                 Sincerely,
Comapany NameDenali Therapeutics Inc.
                                                                Division of
Corporation Finance
August 16, 2019 Page 2                                          Office of
Healthcare & Insurance
FirstName LastName