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                             September 18, 2020

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

                                                        Re: Codiak BioSciences,
Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed September 9,
2020
                                                            File No. 333-248692

       Dear Ms. Bain:

              We have reviewed your 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 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-1

       Our programs, page 3

   1.                                                   We note your response
to our prior comment 3. To the extent the product candidates
                                                        relating to your
agreements with The Ragon Institute, MIT, Harvard and Dr. Schreiber are
                                                        material, the
collaboration agreements supporting the development of these product
                                                        candidates are material
and should be fully described and filed as exhibits. If the product
                                                        candidates are not
material given their early stage of development, then please remove the
                                                        references to these
product candidates from your pipeline table and your summary.
                                                        Additionally, we note
that your response letter appears to indicate that these candidates
                                                        are not material given
their early stage of discovery. If you choose to retain them in the
                                                        table, please provide
us with an analysis supporting your determination they are material
                                                        candidates. Similarly,
explain your basis for including other product candidates that
 Linda Bain
Codiak BioSciences, Inc.
September 18, 2020
Page 2
         appear to be in a similarly early stage of discovery. Your analysis
should address the
         matters raised in your response, namely that the vaccines are in very
early stages of
         development, and the lack of resources devoted to and derived from the
relevant
         collaborations.
2.       We note your response to our prior comment 4 and disagree with your
reasons for
         continuing to include these programs in your pipeline table. The table
should depict your
         material product candidates and their current stage of development.
You may include a
         discussion of additional programs in the description of the
collaboration agreement. Please
         remove items that have not yet been identified and are not currently
material.
        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.

        You may contact Vanessa Robertson at (202) 551-3649 or Brian Cascio at
(202) 5513676
if you have questions regarding comments on the financial statements and
related
matters. Please contact Courtney Lindsay at (202) 551-7237 or Suzanne Hayes at
(202) 5513675
with any other questions.



FirstName LastNameLinda Bain                                   Sincerely,
Comapany NameCodiak BioSciences, Inc.
                                                               Division of
Corporation Finance
September 18, 2020 Page 2                                      Office of Life
Sciences
FirstName LastName