United States securities and exchange commission logo

                            April 26, 2021

       William Enright
       Chief Executive Officer
       Vaccitech plc
       The Schr  dinger Building
       Heatley Road
       The Oxford Science Park
       Oxford OX4 4GE
       United Kingdom

                                                        Re: Vaccitech plc
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed April 26,
                                                            File No. 333-255158

       Dear Mr. Enright:

             We have reviewed your amended registration statement and have the
       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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 1 to Registration Statement on Form S-1 filed April 26,

       Use of Proceeds, page 95

   1.                                                   Please expand to
disclose how far the proceeds from the offering will allow you to
                                                        proceed with the
continued development of each of your identified programs.
 William Enright
FirstName   LastNameWilliam Enright
Vaccitech plc
April       NameVaccitech plc
       26, 2021
April 226, 2021 Page 2
FirstName LastName
Financial Statements
Note 16. Subsequent Events, page F-30

2.       We note the added disclosure that it is anticipated that on April 29,
2021, in conjunction
         with its proposed initial public offering and pursuant to the terms of
its articles of
         association, all of the Vaccitech plc Series A Shares and the
Vaccitech plc Series B Shares
         will be converted into ordinary shares and deferred B shares of
Vaccitech plc. On the
         same date, Vaccitech plc will thereafter effect a 309-for-1 stock
split of Vaccitech plc   s
         ordinary shares. Please clarify if the historical financial statements
and auditor's opinion
         will be updated prior to effectiveness to reflect the forward stock
split and tell us how
         your intended presentation complies with SAB Topic 4C.
       You may contact Julie Sherman at 202-551-3640 or Daniel Gordon at
202-551-3486 if
you have questions regarding comments on the financial statements and related
matters. Please
contact David Gessert at 202-551-2326 or Jeffrey Gabor at 202-551-2544 with any


                                                               Division of
Corporation Finance
                                                               Office of Life
cc:      Robert E. Puopolo, Esq.