August 5, 2019

Robert Coffin, Ph.D.
President and Chief Executive Officer
Replimune Group, Inc.
18 Commerce Way
Woburn, MA 01801

       Re: Replimune Group, Inc.
           Preliminary Proxy Statement on Schedule 14A
           filed July 29, 2019
           File No. 001-38596

Dear Dr. Coffin:

       We have reviewed your filing and have the following comment.

       Please respond to this comment within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this comment, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A

Proposal No. 2 -- Amendment of Certificate of Incorporation, page 28

1.    We note that you are asking your stockholders to approve an amendment to
your
      certificate of incorporation to remove Article Eleven, Section 2, which
provides that the
      federal district courts of the United States of America are the exclusive
forum for the
      resolution of any complaint asserting a cause of action arising under the
Securities Act of
      1933. We also note that Article Eleven, Section 1 of your certificate of
incorporation
      provides that the Court of Chancery of the State of Delaware is the
exclusive forum for
      certain litigation, including any "derivative action." Given that you are
proposing to
      eliminate Article Eleven, Section 2, please tell us whether Article
Eleven, Section 1 will
      apply to actions arising under the Securities Act, and, if it will,
please tell us how you will
      inform investors in future filings that there is uncertainty as to
whether a court would
      enforce such provision and that investors cannot waive compliance with
the federal
      securities laws and the rules and regulations thereunder. Please also
tell us whether Article
      Eleven, Section 1 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
 Robert Coffin, Ph.D.
Replimune Group, Inc.
August 5, 2019
Page 2
      suits brought to enforce any duty or liability created by the Exchange
Act or the rules and
      regulations thereunder, and Section 22 of the Securities Act creates
concurrent jurisdiction
      for federal and state courts over all suits brought to enforce any duty
or liability created by
      the Securities Act or the rules and regulations thereunder. If Article
Eleven, Section 1
      does not apply to actions arising under the Securities Act or Exchange
Act, please tell us
      how you will inform investors in future filings that the provision does
not apply to any
      actions arising under the Securities Act or Exchange Act.
        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.

       You may contact Jeffrey Gabor at 202-551-2544 or Ada Sarmento at
202-551-3798 with
any questions.



                                                             Sincerely,
FirstName LastNameRobert Coffin, Ph.D.
                                                             Division of
Corporation Finance
Comapany NameReplimune Group, Inc.
                                                             Office of
Healthcare & Insurance
August 5, 2019 Page 2
cc:       Benjamin J. Stein, Esq.
FirstName LastName