United States securities and exchange commission logo

                          November 12, 2021

       Yalonda Howze
       General Counsel
       Codiak BioSciences, Inc.
       35 Cambridge Park Drive, Suite 500
       Cambridge, MA 02140

                                                        Re: Codiak BioSciences,
Statement on Form S-3
                                                            Filed November 4,
                                                            File No. 333-260781

       Dear Ms. Howze:

              This is to advise you that we have not reviewed and will not
review your registration

               Please refer to Rules 460 and 461 regarding requests for
acceleration. 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.

                                                        Please contact Lauren
Hamill at 303-844-1008 with any questions.


                          Division of Corporation Finance

                          Office of Life Sciences
       cc:                                              Megan Gates