840 Memorial Drive

Cambridge, MA 02139


May 13, 2020




Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F. Street, N.E.

Washington, D.C.  20549


Attention:                                        Courtney Lindsay


Re:                             Mersana Therapeutics, Inc.

Registration Statement on Form S-3 (File No. 333-238140)

Request for Acceleration


Ladies and Gentlemen:


Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Mersana Therapeutics, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-238140) (the “Registration Statement”), so that it will be declared effective at 4:00 p.m. Eastern Time on May 15, 2020, or as soon as possible thereafter. The Company hereby authorizes Marc Rubenstein and William Michener, counsel to the Company, to orally modify or withdraw this request for acceleration.


It would be appreciated if, as soon as the Registration Statement is declared effective, you would inform William Michener of Ropes & Gray LLP, counsel to the Company, at (617) 951-7247.



Very truly yours,









/s/ Brian DeSchuytner



Brian DeSchuytner



Senior Vice President, Finance & Product Strategy