November 16, 2022

Via EDGAR Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549



Omega Therapeutics, Inc.

Registration Statement on Form S-3

Filed November 8, 2022

Registration No. 333-268254

To whom it may concern:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced Registration Statement so that it will become effective on November 18, 2022, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as Omega Therapeutics, Inc. (the “Company”) or its counsel may request via telephone call to the staff. Please contact Wesley Holmes of Latham & Watkins LLP, counsel to the Company, at (617) 948-6027, or in his absence, Jennifer Yoon at (617) 880-4540, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

Sincerely yours,
Omega Therapeutics, Inc.

/s/ Mahesh Karande

  Mahesh Karande
  President and Chief Executive Officer



Joshua Reed, Chief Financial Officer, Omega Therapeutics, Inc.

Ling Zeng, Esq., Chief Legal and Administrative Officer, Omega Therapeutics, Inc.

Wesley Holmes, Esq., Latham & Watkins LLP

Peter Handrinos, Esq., Latham & Watkins LLP