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                            December 18, 2023

       Arthur Kuan
       Chief Executive Officer
       CG Oncology, Inc.
       400 Spectrum Center Drive, Suite 2040
       Irvine, CA 92618

                                                        Re: CG Oncology, Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted December
4, 2023
                                                            CIK No. 0001991792

       Dear Arthur Kuan:

            We have reviewed your amended draft registration statement and have
the following
       comments.

              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 a comment applies 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 this
letter 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

       Prospectus Summary
       Overview, page 1

   1.                                                   We note your disclosure
on page 2 that cretostimogene has received fast track designation
                                                        from the FDA for the
treatment of high-risk, BCG-unresponsive NMIBC patients. Please
                                                        provide balancing
disclosure, as you note on page 28, that fast track designation by the
                                                        FDA for cretostimogene
may not lead to a faster development or regulatory review or
                                                        approval process, and
does not increase the likelihood that cretostimogene or any future
                                                        product candidate which
may receive fast track designation will receive marketing
                                                        approval.
 Arthur Kuan
FirstName LastNameArthur  Kuan
CG Oncology,  Inc.
Comapany18,
December  NameCG
              2023 Oncology, Inc.
December
Page 2    18, 2023 Page 2
FirstName LastName
Summary Financial Data
Balance Sheet Data, page 13

2.       Your disclosure on page 13 states that pro forma column gives effect
to the automatic
         conversion of all outstanding shares of your redeemable convertible
preferred stock into
         an aggregate of 366,277,131 shares of common stock. However, it
appears the conversion
         of your Series F redeemable convertible preferred stock has not been
reflected in pro
         forma stockholders    equity. Please explain why the automatic
conversion of your Series F
         redeemable convertible preferred stock has not been reflected in pro
forma stockholders
         equity, and revise to address this apparent inconsistency between
these disclosures.
Capitalization, page 80

3.       Your disclosure on page 80 states that your pro forma column reflects
"the automatic
         conversion of all outstanding shares of our redeemable convertible
preferred stock into
         366,277,131 shares of our common stock." However, it does not appear
as though your
         Series F redeemable convertible preferred stock that was issued on
July 28, 2023 has been
         included in your actual or pro forma columns. Please revise to address
this apparent
         inconsistency.
Management
Executive Officers, page 133

4.       We note your response to comment 11, including your revised disclosure
on page 134 that
         Mr. DiPalma works on a part-time basis as your CFO. Please include
risk factor disclosure
         concerning Mr. DiPalma's part-time status and the number of hours of
service hours per
         month he is expected to provide.
       Please contact Eric Atallah at 202-551-3663 or Kevin Vaughn at
202-551-3494 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jimmy McNamara at 202-551-7349 or Joshua Gorsky at 202-551-7836 with
any other
questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Life
Sciences
cc:      Matthew T. Bush