140 Scott Drive Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com
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April 16, 2010     VIA EDGAR AND HAND DELIVERY		Abu Dhabi Barcelona Beijing Brussels Chicago Doha Dubai Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan		Moscow Munich New Jersey New York Orange County Paris Riyadh Rome San Diego San Francisco Shanghai Silicon Valley Singapore Tokyo Washington, D.C.
United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E., Mail Stop 4631 Washington, D.C. 20549-6010		File No. 035842-0054

Dear Ms. Long:

On behalf of Codexis, Inc. (the “Company”), we are hereby filing Amendment No. 8 (“Amendment No. 8”) to the Company’s above-referenced Registration Statement on Form S-1, which was initially filed with the Securities and Exchange Commission (the “Commission”) on December 28, 2009 (the “Initial Form S-1”), and amended by Amendment No. 1 on January 14, 2010, Amendment No. 2 on February 1, 2010, Amendment No. 3 on February 17, 2010, Amendment No. 4 on February 26, 2010, Amendment No. 5 on March 26, 2010, Amendment No. 6 on March 31, 2010 and Amendment No. 7 on April 5, 2010 (as amended, the

April 16, 2010

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“Registration Statement”). For your convenience, we have enclosed a courtesy package which includes five copies of Amendment No. 8, three of which have been marked to show changes from Amendment No. 7.

Amendment No. 8 has been revised to reflect the Company’s responses to the comments received by facsimile on April 12, 2010 from the staff of the Commission (the “Staff”). For ease of review, we have set forth below each of the numbered comments of the Staff’s letter and the Company’s responses thereto.

Principal Stockholders, page 140

Response: In response to the Staff’s comments, the Company respectfully advises the Staff that it has revised its disclosure in Amendment No. 8 to include, in the footnotes to the beneficial ownership table, for each affected stockholder, information regarding the potential increase in that stockholder’s holdings that would result from the additional shares the Company would have to issue due to preferred stock conversion ratio adjustments. In including such information, the Company has assumed a hypothetical initial public offering price of $10.50 per share, the lowest initial offering price shown in the “Conversion of Preferred Stock” disclosure on page 11 of Amendment No. 8. In addition, the Company has updated the beneficial ownership information in the beneficial ownership table and throughout the prospectus to reflect beneficial ownership as of the most recent practicable date of March 31, 2010.

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April 16, 2010

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We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (650) 463-3067 or by fax at (650) 463-2600 with any questions or comments regarding this correspondence.