September 17,
2019

Maurice Zauderer
Chief Executive Officer
Vaccinex, Inc.
1895 Mount Hope Avenue
Rochester, NY 14620

       Re: Vaccinex, Inc.
           Registration Statement on Form S-3
           Filed September 3, 2019
           File No. 333-233607

Dear Dr. Zauderer:

       We have limited our review of your registration statement to those
issues we have
addressed in our 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
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Registration Statement on Form S-3

General

1.     We note that your exclusive jurisdiction provision in your amended and
restated
       certificate of incorporation identifies the Court of Chancery of the
State of Delaware as
       the exclusive forum for certain litigation, including any "derivative
action." Please revise
       to describe this provision and disclose whether this provision applies
to actions arising
       under the Exchange Act. In that regard, we note that Section 27 of the
Exchange Act
       creates exclusive federal jurisdiction over all suits brought to enforce
any duty or liability
       created by the Exchange Act or the rules and regulations thereunder. If
this provision
       does not apply to actions arising under the Exchange Act, please also
tell us how you will
       inform investors in future filings that the provision does not apply to
any actions arising
       under the Exchange Act.
 Maurice Zauderer
Vaccinex, Inc.
September 17, 2019
Page 2

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Donald Field at 202-551-3680 or Justin Dobbie at
202-551-3469 with
any questions



FirstName LastNameMaurice Zauderer                         Sincerely,
Comapany NameVaccinex, Inc.
                                                           Division of
Corporation Finance
September 17, 2019 Page 2                                  Office of Healthcare
& Insurance
FirstName LastName