United States securities and exchange commission logo

                             March 7, 2022

       James McArthur, Ph.D.
       President and Chief Executive Officer
       PepGen Inc.
       245 Main Street
       Cambridge, MA 02142

                                                        Re: PepGen Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted February
11, 2022
                                                            CIK No. 0001835597

       Dear Dr. McArthur:

             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

             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

       Amendment No. 1 to Draft Registration Statement on Form S-1 submitted
February 11, 2022

       PGN-EDO51, page 3

   1.                                                   We note your response
to prior comment 5 and that you "observed the most potent exon
                                                        51 skipping based on a
cross trial comparison with publicly-available data...." If you have
                                                        not conducted
head-to-head trials, please revise your disclosure to clearly state this fact
                                                        and disclose why you
believe these comparisons are appropriate. If you provide
                                                        disclosure regarding
results from other trials, expand your disclosure to provide the other
                                                        information regarding
these trials that would help an investor make a meaningful
                                                        comparison and
understand the supporting trials and any limitations and qualifications
                                                        associated with such
trials (e.g., number of patients and whether any patients dropped out
                                                        of the trial or were
otherwise excluded and the reasons, patient population, dosage, how
 James McArthur, Ph.D.
PepGen Inc.
March 7, 2022
Page 2
       the baseline was measured in each study, the phase of the trial, serious
adverse events,
       etc.). Please also remove your reference to "potent" and discuss the
data, rather than
       drawing conclusions from the results.
Preclinical tolerability data: Generally well-tolerated at clinically-relevant
dose levels, page 141

2.     We note your response to our prior comment 15, which we reissue. Please
revise to
       discuss the significance of the magnesium levels and indications of
       observed for your PGN-EDO51 product candidate.
       You may contact Tara Harkins at 202-551-3639 or Kevin Vaughn at
202-551-3494 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jane Park at 202-551-7439 or Jeffrey Gabor at 202-551-2544 with any
other questions.

FirstName LastNameJames McArthur, Ph.D.
                                                              Division of
Corporation Finance
Comapany NamePepGen Inc.
                                                              Office of Life
March 7, 2022 Page 2
cc:       James Xu, Esq.
FirstName LastName