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                              August 18, 2020

       Armon Sharei, Ph.D.
       President and Chief Executive Officer
       SQZ Biotechnologies Company
       200 Arsenal Yards Blvd, Suite 210
       Watertown, MA 02472

                                                        Re: SQZ Biotechnologies
Company
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted July 21,
2020
                                                            CIK No. 0001604477

       Dear Dr. Sharei:

              We have reviewed your draft registration statement 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 this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. 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 the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1

       Overview, page 1

   1.                                                   We note your statements
that your Cell Squeeze technology has the potential to create
                                                        well-tolerated cell
therapies and that your goal is to use the SQZ approach to establish a
                                                        more effective and
safer paradigm for cell therapies. Given the early stage of development
                                                        of your product
candidates, please revise to eliminate disclosure suggesting that they may
                                                        be safer and more
effective than currently available treatments. In addition, this disclosure
                                                        suggests that it may be
likely that your candidates will be approved by the FDA or other
                                                        agencies.
 Armon Sharei, Ph.D.
FirstName LastNameArmon    Sharei, Ph.D.
SQZ Biotechnologies Company
Comapany
August 18, NameSQZ
           2020      Biotechnologies Company
August
Page 2 18, 2020 Page 2
FirstName LastName
2.       Please disclose the number of patients that are expected to be
enrolled in the Phase 1
         clinical trial for SQZ-PBMC-HPV, the number enrolled to date and the
primary endpoints
         for the study.
3.       Please annotate your pipeline chart and balance your summary with
disclosure about your
         collaboration with Roche in the development and commercialization of
specific product
         candidates such as SQZ-PBMC-HPV, with each indication. Address
material terms of the
         rights and obligations related to the development and sale of and
related payments to be
         made in connection with those rights, including but not limited to
payments to Roche and
         the commercialization rights of Roche.
4.       We note your disclosure regarding the upfront and potential milestone
payments you may
         receive in connection with the collaboration with Roche. Please expand
your disclosure to
         quantify the milestone payments received to date and describe the
major milestones that
         are required to realize the full amount of the payments disclosed in
this section.
Manufacturing, page 7

5.       We note the disclosure that you are developing a point-of-care system
that could
         potentially reduce costs. Please include a brief discussion of the
developmental and any
         regulatory steps that are necessary to implement the point-of-care
system.
Company History, page 8

6.       Please explain the role of your scientific advisory board and clarify,
here or in the
         appropriate section of your filing, how members are compensated.
Use of Proceeds, page 77

7.       Please revise your disclosure in this section to indicate how far the
proceeds from
         the offering will allow you to advance the development of SQZ-PBMC-HPV
as a
         combination therapy and SQZ-AAC-HPV for the treatment of HPV+ tumors.
SQZ APCs for Oncology, page 126

8.       We note that you and Roche will alternate U.S. commercial rights for
each SQZ APC
         oncology product developed. Please clarify whether you or Roche will
have U.S.
         commercial rights for SQZ-PBMC-HPV.
Intellectual Property, page 152

9.       Please expand your description of your patent portfolio related to the
SQZ Technology
         and your product candidates to disclose the type of patent protection
you have (such as
         composition of matter, use or process, etc.).
 Armon Sharei, Ph.D.
FirstName LastNameArmon    Sharei, Ph.D.
SQZ Biotechnologies Company
Comapany
August 18, NameSQZ
           2020      Biotechnologies Company
August
Page 3 18, 2020 Page 3
FirstName LastName
Description of Capital Stock , page 184

10.      Once you have an estimated offering price range, please explain to us
how you determined
         the fair value of the common stock underlying your equity issuances
and the reasons for
         any difference between the recent valuations of your common shares
leading up to the
         planned initial public offering and the midpoint of your estimated
offering price range.
         This information will help facilitate our review of your accounting
for equity issuances,
         including stock compensation.
       You may contact Christie Wong at (202) 551-3684 or Lisa Vanjoske at
(202) 551-3614 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Chris Edwards at (202) 551-6761 or Celeste Murphy at (202) 551-3257
with any other
questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Life
Sciences
cc:      Wesley C. Holmes