November 27, 2019

Theodore Ashburn, M.D., Ph.D.
Chief Executive Officer
Oncorus, Inc.
50 Hampshire Street, Suite 401
Cambridge, MA 02139

       Re: Oncorus, Inc.
           Draft Registration Statement on Form S-1
           Submitted October 31, 2019
           CIK No. 0001671818

Dear Dr. Ashburn:

       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 submitted October 31, 2019

Prospectus Summary
Our Strategy, page 4

1.     We note your disclosure that your strategy is to "rapidly advance"
ONCR-177 and your
       synthetic viral immunotherapy product candidates through clinical
development. Please
       revise this disclosure to remove any implication that you will be
successful in
       commercializing your product candidates in a rapid or accelerated manner
as such
       statements are speculative.
 Theodore Ashburn, M.D., Ph.D.
FirstName LastNameTheodore Ashburn, M.D., Ph.D.
Oncorus, Inc.
Comapany 27, 2019
November NameOncorus, Inc.
Page 2
November 27, 2019 Page 2
FirstName LastName
Risk Factors
Conflicts of interest may arise because some members of our board of directors
are
representatives of our principal stockholders, page 58

2.       Please revise to disclose whether there is a mechanism in place to
address potential
         conflicts of interest.
Capitalization, page 68

3.       Please clearly show in the notes to the capitalization table how you
computed each pro
         forma as adjusted amount, including a discussion of any significant
assumptions and
         estimates used to arrive at the amounts.
Management's Discussion and Analysis
Critical Accounting Policies and Signfiicant Judgments and Estimates, page 82

4.       Once you have an estimated offering price or range, please explain to
us how you
         determined the fair value of the common stock underlying your equity
issuances and the
         reasons for any differences between the recent valuations of your
common stock leading
         up to the IPO and the estimated offering price. This information will
help facilitate our
         review of your accounting for equity issuances including stock
compensation and
         beneficial conversion features.
Business
Preclinical Data Supporting Our Clinical Development Plan, page 102

5.       We note your disclosure on page 19 that the most common adverse event
you have
         observed to date in mONCR-177 has been mild lymphoid hyperplasia in
the spleen.
         Please expand your disclosure here to describe any other
treatment-related adverse events
         you have observed in your preclinical studies of mONCR-177. To the
extent you
         observed any treatment-related adverse events, please also revise the
second paragraph of
         your Prospectus Summary to balance your disclosure by briefly
describing these events.
Manufacturing, page 120

6.       We note your disclosure on page 29 that you currently have only one
contract
         manufacturer for ONCR-177 for use in your clinical trials. To the
extent you are party to
         an agreement for supply of ONCR-177, please describe the terms of the
agreement and
         file it as an exhibit to your registration statement. Alternatively,
please tell us why you do
         not believe it is required to be filed. See Item 601(b)(10) of
Regulation S-K.
Intellectual Property
HSV-1 Platform, page 121

7.       Please revise the second paragraph in this section to disclose the
expiration date of your
         issued patent.
 Theodore Ashburn, M.D., Ph.D.
FirstName LastNameTheodore Ashburn, M.D., Ph.D.
Oncorus, Inc.
Comapany 27, 2019
November NameOncorus, Inc.
Page 3
November 27, 2019 Page 3
FirstName LastName
University of Pittsburgh Biomaterials Agreement, page 123

8.       Please revise your disclosure to clarify whether the "certain
materials" licensed from the
         University of Pittsburgh relate to the development of ONCR-177.
Washington Agreement, page 124

9.       Please revise your disclosure regarding the license agreement with
Washington to identify
         the product candidate or platform to which the licensed materials and
property relate.
Certain Relationships and Related Party Transactions
MPM Management Patent Assignment Agreement, page 154

10.      Please revise your disclosure regarding the patent assignment
agreement with MPM
         Management to identify the product candidate or platform to which the
assigned patent
         family relates.
CODA Biotherapeutics Sublicense Agreement, page 154

11.      Please revise your disclosure to identify the intellectual property
sublicensed from CODA
         and file the agreement as an exhibit to the registration statement, or
tell us why you do not
         believe the agreement should be filed. See Item 601(b)(10) of
Regulation S-K.
Financial Statements
Pro Forma Financial Information (Uaudited), page F-12

12.      Please specifically show in your disclosures how you computed the
number of basic and
         diluted weighted average shares to use in determining pro forma
earnings per share
         amounts.
General, page F-1

13.      Your disclosures on page 8 indicate that a reverse stock split will
occur immediately prior
         to this offering. Please revise your financial statements to give
retroactive effect to the
         expected stock split. If your auditors believe that only a "draft"
report can be presented,
         due to a pending future event such as the stock split, they can
include in the filing a signed
         and dated preface to their "draft" report stating the reason for the
"draft" report and that
         they expect to be in a position to issue the report in the form
presented prior to
         effectiveness.
         A signed, dated, and unrestricted auditor s report must be included in
the filing prior to
         effectiveness. See Rule 2-02 of Regulation S-X.
 Theodore Ashburn, M.D., Ph.D.
Oncorus, Inc.
November 27, 2019
Page 4
General

14.   Please supplementally provide us with copies of all written
communications, as defined in
      Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
      present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
      not they retain copies of the communications.
15.   Please provide us proofs of all graphics, visual, or photographic
information you will
      provide in the printed prospectus prior to its use, for example in a
preliminary prospectus.
      Please note that we may have comments regarding this material.
       You may contact Nudrat Salik at 202-551-3692 or Daniel Gordon at
202-551-3486 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Paul Fischer at 202-551-3415 or Irene Paik at 202-551-6553 with any
other questions.



                                                            Sincerely,
FirstName LastNameTheodore Ashburn, M.D., Ph.D.
                                                            Division of
Corporation Finance
Comapany NameOncorus, Inc.
                                                            Office of Life
Sciences
November 27, 2019 Page 4
cc:       Brian Leaf, Esq.
FirstName LastName