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                            November 14, 2023

       Ryan Savitz
       Chief Financial Officer
       Dianthus Therapeutics, Inc.
       7 Times Square
       43rd Floor
       New York, New York, 10036

                                                        Re: Dianthus
Therapeutics, Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed October 4,
2023
                                                            File No. 333-274863

       Dear Ryan Savitz:

              We have conducted a limited review of your registration statement
and have the
       following comment.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

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

       Registration Statement on Form S-3

       General

   1.                                                   We note that on
September 11, 2023, Dianthus completed its merger with Magenta
                                                        Therapeutics, Inc. and,
as you disclose on page 4, the business now conducted by the
                                                        combined company is
primarily the business conducted by Dianthus Therapeutics OpCo,
                                                        Inc. As part of the
merger transaction, the company distributed to Magenta stockholders of
                                                        record a
non-transferrable contingent value right relating to the disposition or
                                                        monetization of Magenta
  s legacy business assets and separately terminated most of
                                                        Magenta   s legacy
employees and executives. Given these circumstances, please tell us
                                                        your basis for
registering this transaction on Form S-3. See Use of Form S-8, Form 8-K,
                                                        and Form 20-F by Shell
Companies, Release No. 33-8587 (July 15, 2005) at n. 32 as
                                                        reiterated in Special
Purpose Acquisition Companies, Shell Companies, and Projections,
                                                        Release No. 33-11048
(March 30, 2022) at n. 239 and accompanying text.
 Ryan Savitz
Dianthus Therapeutics, Inc.
November 14, 2023
Page 2
       Alternatively, please amend your registration statement to register the
offering on Form S-
       1.
        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
statement.

       Please contact Dillon Hagius at 202-551-7967 or Laura Crotty at
202-551-7614 with any
other questions.



                                                            Sincerely,
FirstName LastNameRyan Savitz
                                                            Division of
Corporation Finance
Comapany NameDianthus Therapeutics, Inc.
                                                            Office of Life
Sciences
November 14, 2023 Page 2
cc:       Branden C. Berns
FirstName LastName