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                              May 17, 2022

       R. Nolan Townsend
       Chief Executive Officer
       Lexeo Therapeutics, Inc.
       430 East 29th Street, Floor 14
       New York, NY 10016

                                                        Re: Lexeo Therapeutics,
Inc.
                                                            Amendment No. 1 to
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted May 5,
2022
                                                            CIK No. 0001907108

       Dear Mr. Townsend:

             We have reviewed your amended 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.

       Amendment No. 1 to Draft Registration Statement on Form S-1 submitted
May 5, 2022

       Overview, page 1

   1.                                                   We note your disclosure
here and throughout your draft registration statement that you are
                                                           utilizing [y]our
modular approach that integrates clinically validated technology.    Please
                                                        revise to clarify what
you mean by "clinically validated technology    and provide the basis
                                                        for that claim.
       High Transduction Efficiency and Biodistribution, page 4

   2.                                                   We note your response
to prior comments 6 and 7 and your revised disclosure on page 4
                                                        and 129 and reissue in
part. Please revise your disclosure to clearly discuss the specific
 R. Nolan Townsend
Lexeo Therapeutics, Inc.
May 17, 2022
Page 2
       "preclinical studies and clinical trials" you relied upon as your basis
for your belief that
       AAVrh10 is an "optimal vector for delivery and expression of transgenes
for the treatment
       of the cardiovascular and CNS diseases." Clarify whether you or your
collaboration
       partners conducted these studies/trials or whether unrelated
third-parties conducted them.
       In addition, if your basis is based on preclinical studies on non-human
cells, please make
       that clear or otherwise advise.
Capitalization, page 98

3.     Please revise to remove cash from total capitalization.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of operations
Comparison of the years ended December 31, 2021 and 2020, page 112

4.     Please revise to include a discussion of grant revenue for each period
in your results
       of operations.
Equity incentive plans
2022 equity incentive plan, page 191

5.     We note your response to prior comment 21 and revised disclosure on page
192 and
       reissue in part. Your disclosure states that only the approval of the
holders of a majority of
       the Company's shares is required in "certain circumstances." Please
clarify the "certain
       circumstances" that would require stockholder approval. If certain
repricing actions
       would not require stockholder approval, please include appropriate risk
factor disclosure,
       including whether proxy advisory firms could find such repricing without
stockholder
       approval contrary to a performance-based pay philosophy or otherwise
advise.
       You may contact Eric Atallah at 202-551-3663 or Lynn Dicker at
202-551-3616 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jason Drory at 202-551-8342 or Tim Buchmiller at 202-551-3635 with any
other
questions.



                                                              Sincerely,
FirstName LastNameR. Nolan Townsend
                                                              Division of
Corporation Finance
Comapany NameLexeo Therapeutics, Inc.
                                                              Office of Life
Sciences
May 17, 2022 Page 2
cc:       Dayne Brown, Esq.
FirstName LastName