October 17, 2018

John Butler
President and Chief Executive Officer
Akebia Therapeutics, Inc.
245 First Street
Cambridge, MA 02142

       Re: Akebia Therapeutics, Inc.
           Registration Statement on Form S-4
           Filed October 1, 2018
           File No. 333-227622

Dear Mr. Butler:

       We have limited our review of your registration statement to those
issues we have
addressed in our 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
response.

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

Registration Statement on Form S-4

Certain U.S. Federal Income Tax Consequences, page 130

1.     We note your statement that the merger is intended to qualify as a
"reorganization" within
       the meaning of Section 368(a) of the Code, and that the disclosed tax
consequences
       assume that the merger so qualifies. Please revise the disclosure in
this section to remove
       language stating that "generally" certain tax consequences will apply
and express a firm
       opinion for each material tax consequence and file a tax opinion as
required by Item
       601(b)(8) of Regulation S-K. Please make similar changes throughout your
prospectus,
       including the Questions and Answers and the Summary. Additionally,
clearly state that
       the conclusion is the opinion of counsel and remove statements that
assume the material
 John Butler
Akebia Therapeutics, Inc.
October 17, 2018
Page 2
      tax consequences at issue (e.g., "intended to qualify," and "assuming"
the merger
      qualifies, as a reorganization). Refer to Section III of Staff Legal
Bulletin No. 19 for
      guidance.
Description of Capital Stock
Anti-Takeover Effects of the Akebia Charter and the Akebia Bylaws
Exclusive Forum, page 166

2.    We note that your charter provides that the Court of Chancery of the
State of Delaware
      will be the sole and exclusive forum for any derivative action or
proceeding brought on
      your behalf, subject to certain exceptions. Please revise to clarify
whether your exclusive
      forum provision applies to actions arising under the federal securities
laws. In this regard,
      we note that Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all
      suits brought to enforce any duty or liability created by the Exchange
Act or the rules and
      regulations thereunder.
        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 Dorrie Yale at 202-551-8776 or Erin Jaskot at
202-551-3442 with any
questions.



                                                             Sincerely,
FirstName LastNameJohn Butler
                                                             Division of
Corporation Finance
Comapany NameAkebia Therapeutics, Inc.
                                                             Office of
Healthcare & Insurance
October 17, 2018 Page 2
cc:       Daniel Rees, Esq.
FirstName LastName