BY FEDEX AND EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E. Washington, D.C. 20549

Attention: Tonya K. Aldave and Dietrich King

Ladies and Gentlemen:

On behalf of Beam Therapeutics Inc. (the “Company”), we hereby transmit via EDGAR for filing with the Securities and Exchange Commission (the “Commission”) Amendment No. 3 (“Amendment No. 3”) to the above-referenced registration statement (the “Registration Statement”) relating to the offering of shares of its common stock. Marked copies, which show changes from the Amendment No. 2 to the Registration Statement as filed on January 27, 2020 (“Amendment No. 2”), are being furnished supplementally for the convenience of the staff of the Division of Corporation Finance (the “Staff”) of the Commission. The Registration Statement has been revised in response to the Staff’s comments.

In addition, we are providing the following responses to the comment letter from the Staff dated January 29, 2020 regarding Amendment No. 2. To assist your review, we have presented the text of the Staff’s comments in italics below. The responses and information described below are based upon information provided to us by the Company.

Amendment No. 2 to Registration Statement on Form S-1

Dilution, page 92

		- 2 -		January 30, 2020

Response to Comment 1: In response to the Staff’s comment, the Company has revised the Registration Statement on pages 92 and 93 to exclude redeemable convertible stock of $298,786 in determining “Historical net tangible book deficit per share of common stock at September 30, 2019” and to exclude the 3,043,669 shares of unvested restricted from the calculations of “Historical net tangible book value per share of common stock as of September 30, 2019,” “Pro forma net tangible book value per share of common stock as of September 30, 2019,” and “Pro forma as adjusted net tangible book value per share of common stock after the offering.”

In response to the Staff’s comment, below are the calculations supporting the revised calculation of “Historical net tangible book deficit per share”, “Pro forma net tangible book value per share of common stock as of September 30, 2019” and “Pro forma as adjusted net tangible book value per share of common stock after the offering.”

General

		- 3 -		January 30, 2020

Response to Comment 2: The Company acknowledges the Staff’s comment and advises that the Company’s forum selection provision as revised explicitly does not apply to claims arising under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. In response to the Staff’s comment, the Company has revised its amended and restated certificate of incorporation and pages 84 and 222 of the Registration Statement to clarify that this provision does not apply to claims arising under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. The Company undertakes to include similar disclosure in its Annual Report on Form 10-K and any other applicable future filings with the Commission.

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Please do not hesitate to call me at 617-951-7826 or Thomas J. Danielski at 617-235-4961 with any questions or further comments you may have regarding this filing or if you wish to discuss the above responses.

Sincerely,

/s/ Marc Rubenstein

Marc A. Rubenstein

Thomas J. Danielski (Ropes & Gray LLP)