United States securities and exchange commission logo

                              October 2, 2020

       Linda Bain
       Chief Financial Officer
       Codiak BioSciences, Inc.
       35 CambridgePark Drive, Suite 500
       Cambridge, MA 02140

                                                        Re: Codiak BioSciences,
Statement on Form S-1
                                                            Filed September 9,
                                                            File No. 333-248692

       Dear Ms. Bain:

              We have reviewed your response letter and have the following
comment. In our
       comment, we may ask you to provide us with information so we may better
understand your

              Please respond to this letter by amending your registration
statement and providing the
       requested information. 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

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this comment, we may have additional comments.
Our references to prior
       comments are to comments in our September 18, 2020 letter.

       Response Letter dated September 25, 2020

       Our programs, page 2

   1.                                                   We note your response
to comment 1 and proposed revisions. We continue to have the
                                                        following concerns:
                                                            Your response
letter indicates that the pipeline chart "clearly shows" that the
                                                             company's exoVACC
candidates are in the disclovery stage of development, despite
                                                             the fact that the
table visually indicates that discovery has been completed. Please
                                                             revise your table
                                                            With respect to the
three oncology targets and five gene targets, it appears given that
                                                             you have
quantified the number and completed discovery, that you have identified
                                                             these targets. The
targets for material product candidates constitute information that
 Linda Bain
Codiak BioSciences, Inc.
October 2, 2020
Page 2
              is material to investors. Please further identify these targets.
                We also note your indications that the referenced collaboration
agreements are not
              economically material and that the company does not depend on the
              Please provide us with an analysis of the qualitative
significance of these
              agreements. For example, tell us if you would be able to develop
the relevant product
              candidates, product candidates that you deemed material enough to
warrant inclusion
              in your pipeline chart, without these agreements.

        You may contact Vanessa Robertson at (202) 551-3649 or Brian Cascio at
(202) 551-
3676 if you have questions regarding comments on the financial statements and
matters. Please contact Courtney Lindsay at (202) 551-7237 or Suzanne Hayes at
(202) 551-
3675 with any other questions.

FirstName LastNameLinda Bain                                  Sincerely,
Comapany NameCodiak BioSciences, Inc.
                                                              Division of
Corporation Finance
October 2, 2020 Page 2                                        Office of Life
FirstName LastName