CORRESP

VIA EDGAR

March 21, 2025

United States Securities and Exchange Commission

Office of Life Sciences

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Joshua Gorsky

     Re:

     Metagenomi, Inc.
Acceleration Request for Registration Statement on Form S-3
File No. 333-285867

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Metagenomi, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to March 25, 2025, at 4:01 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Edwin M. O’Connor at (212) 813–8853 or Justin S. Platt at (212) 459-7340. If you have any questions regarding this request, please contact Justin S. Platt of Goodwin Procter LLP at (212) 459 7340.


	Sincerely,

	METAGENOMI, INC.

	/s/ Brian C. Thomas
	Brian C. Thomas
	Chief Executive Officer

     cc:

     Brian C. Thomas, Ph.D., Metagenomi, Inc.
Matthew Wein, Metagenomi, Inc.
Mitchell S. Bloom, Goodwin Procter LLP
Edwin M. O’Connor, Goodwin Procter LLP
Justin S. Platt, Goodwin Procter LLP

    