United States securities and exchange commission logo

                            April 1, 2021

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

                                                        Re: Vaccitech Limited
                                                            Amendment No. 3 to
Draft Registration Statement on Form S-1
                                                            Submitted March 23,
                                                            CIK No. 0001828185

       Dear Mr. Enright:

             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. 3 to Draft Registration Statement on Form S-1 submitted
March 23, 2021

       Prospectus Summary
       Overview, page 3

   1.                                                   We note your disclosure
related to the jurisdictions where conditional marketing and
                                                        emergency use
authorizations have been granted for AZD1222, the COVID-19 vaccine
                                                        you co-invented that is
licensed to AstraZeneca UK Limited. In the interests of balanced
                                                        disclosure, please
expand here and elsewhere to identify any jurisdictions that have
                                                        suspended or reversed
plans to authorize the vaccine and discuss the reasons for such
 William Enright
Vaccitech Limited
April 1, 2021
Page 2
      decisions. In this regard we note your risk factor disclosure regarding
      events, as well as public reports related to the vaccine's efficacy
against certain variants
      and AstraZeneca's statements modifying its reported efficacy rate.
Managements Discussion and Analysis of Financial Condition and Results of
Liquidity and Capital Resources
Options Granted, page 111

2.    Please update your disclosures to also include the weighted average
exercise price and fair
      value of the options issued to date in fiscal 2021. We note that you
issued options in
      February 2021.
3.    We also noted that the exercise price for certain options is presented in
dollars and others
      are in pounds sterling. Please advise.
       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

FirstName LastNameWilliam Enright
                                                              Division of
Corporation Finance
Comapany NameVaccitech Limited
                                                              Office of Life
April 1, 2021 Page 2
cc:       Robert E. Puopolo, Esq.
FirstName LastName