SecProbe.io

December 8, 2025
Ely Hirahoka
Chief Financial Officer
Cementos Pacasmayo S.A.A.
Calle La Colonia 150
Urbanizacion El Vivero Surco
Lima, Peru
Re:Cementos Pacasmayo S.A.A.
Form 20-F for the Fiscal Year Ended December 31, 2024
Filed April 29, 2025
File No. 001-35401
Dear Ely Hirahoka:
            We have completed our review of your filings. 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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Simpson Thacher & Bartlett
LLP

425 lexington avenue

new york, ny 10017-3954

telephone: +1-212-455-2000

facsimile: +1-212-455-2502

  Direct Dial Number

  E-mail Address

September 23, 2025

Ms. Anne Parker

Industry Office Chief

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-7010

Re: Cementos Pacasmayo S.A.A.

Form 20-F for Fiscal Year Ended December 31, 2024

Filed April 29, 2025

File No. 001-35401

Dear Ms. Parker:

On behalf of Cementos Pacasmayo S.A.A. (the “Company”),
we are writing to respond to the comments set forth in the comment letter dated September 10, 2025 (the “comment letter”)
received from the staff (the “Staff”) of the Office of Manufacturing of the Division of Corporation Finance of the U.S. Securities
and Exchange Commission (the “Commission”) relating to the above-referenced annual report on Form 20-F (the “Annual
Report”) of the Company originally submitted on April 29, 2025, pursuant to the U.S. Securities Act of 1934, as amended.

For convenience of reference, we have reproduced
below in bold and italics the text of the comments of the Staff. The responses and information described below are based upon information
provided to us by the Company.

Form 20-F for Fiscal Year Ended December 31, 2024

Item 4. Information on the Company

D. Property Plant and Equipment, page 58

1. We note that you have disclosed resources and reserves for each material property on pages 58, 68, and 77 and that these quantities
are reported as materials delivered to the cement plant. Consistent with Item 1304(d)(1) of Regulation S-K, please tell us the metallurgical
recovery factor(s) that can be used to convert the feed to the cement plant to the final saleable cement tonnes, and confirm that you
will include this disclosure in subsequent filings with your resource and reserve disclosure.

Response:

Acumulación Tembladera Individual
Disclosure (229.1304) (Item 4. Information on the Company D. Property Plant and Equipment, page 58)

Technical Report Summary (TRS) – Tembladera Quarry and
Pacasmayo Cement Plant

20-F 229.601 (Item 601) – Exhibit 96.1, page 68

    Simpson Thacher & Bartlett llp

    -2-

According to page 68, the metallurgical recovery
factors that can be used to convert the feed to the cement plant to the final saleable cement tonnes are the following:

 ● To produce 1,668,422 tonnes of cement (Table 35), 1,717,446 tonnes of limestone are required (Table 34), equivalent to a limestone/cement
ratio of 1.03 at the Pacasmayo Plant.

 ● Based on the data in Table 35, approximately 71% of clinker is required to obtain 1 tonne of cement.

 ● In turn, 1 tonne of raw meal is composed of 80% limestone.

 ● Consequently, to produce 1,186,712 tonnes of clinker, 2,152,574 tonnes of raw meal are required.

Summary disclosure in Tables 34 and 35 of Exhibit
96.1

    Material
    Annual quantity (tonnes/year)

    Cement
    1,668,407

    Clinker
    1,186,712

    Raw meal
    2,152,574

    Limestone
    1,717,446

The metallurgical recovery factors considered are the following:

    Ratio
    Metallurgical recovery factor(s)

    Clinker/Cement
    0.71

    Raw meal/Clinker
    1.81

    Limestone/Raw meal
    0.80

    Limestone/Cement
    1.03

The Company confirms to the Staff that it will include this disclosure
in its subsequent annual reports on Form 20-F filed with the Commission with its resource and reserve disclosure.

Virrilá Individual Disclosure (229.1304) (Item 4. Information
on the Company D. Property Plant and Equipment, page 68)

Technical Report Summary (TRS) – Virrila
Quarry and Piura Cement Plant

20-F 229.601 (Item 601) – Exhibit 96.2, page 68 and 69

According to page 69, the metallurgical recovery
factors that can be used to convert the feed to the cement plant to the final saleable cement tonnes are the following:

 ● To produce 843,327 tonnes of cement (Table 31), 795,369 tonnes of coquina are required (Table 30), equivalent to a coquina/cement
ratio of 0.94 at the Piura Plant.

 ● Based on the data in Table 31, approximately 71% of clinker is required to obtain 1 tonne of cement.

 ● In turn, 1 tonne of raw meal is composed of 80% coquina.

 ● Consequently, to produce 597,576 tonnes of clinker, 1,009,391 tonnes of raw meal are required.

Summary disclosure in Tables 30 and 31 of Exhibit
96.2

    Material
    Annual quantity (tonnes/year)

    Cement
     843,327

    Clinker
     597,576

    Raw meal
     1,009,391

    Coquina
     795,369

The metallurgical recovery factors considered are the following:

    Ratio
    Metallurgical recovery factor(s)

    Clinker/Cement
    0.71

    Raw meal/Clinker
    1.69

    Coquina/Raw meal
    0.79

    Coquina/Cement
    0.94

The Company confirms to the Staff that it will include this disclosure
in its subsequent annual reports on Form 20-F filed with the Commission with its resource and reserve disclosure.

    Simpson Thacher & Bartlett llp

    -3-

Tioyacu Individual Disclosure (229.1304)
(Item 4. Information on the Company D. Property Plant and Equipment, page 77)

Technical Report Summary (TRS) – Tioyacu
Quarry y Rioja Cement Plant

20-F 229.601 (Item 601) – Exhibit 96.3, page 61

According to page 61, the metallurgical recovery factors that can
be used to convert the feed to the cement plant to the final saleable cement tonnes are the following:

 ● To produce 320,274 tonnes of cement (Table 37), 310,883 tonnes of limestone are required (Table 36), equivalent to a limestone/cement
ratio of 0.97 at the Rioja Plant.

 ● Based on the data in Table 37, approximately 74% of clinker is required to obtain 1 tonne of cement.

 ● In turn, 1 tonne of raw meal is composed of 74% limestone.

 ● Consequently, to produce 238,270 tonnes of clinker, 417,349 tonnes of raw meal are required.

Summary disclosure in Tables 36 and 37 of Exhibit
96.3

    Material
    Annual quantity (tonnes/year)

    Cement
     320,274

    Clinker
     238,270

    Raw meal
     417,349

    Limestone
     310,883

The metallurgical recovery factors considered are the following:

    Ratio
    Metallurgical recovery factor(s)

    Clinker/Cement
    0.74

    Raw meal/Clinker
    1.75

    Limestone/Raw meal
    0.74

    Limestone/Cement
    0.97

The Company confirms to the Staff that it will include this disclosure
in its subsequent annual reports on Form 20-F filed with the Commission with its resource and reserve disclosure.

    Simpson Thacher & Bartlett llp

    -4-

Item 19. Exhibits

96.1, page 63

2. We are unable to reconcile the annual tonnes mined on page 63 of your technical report to the production data on page 86. Please
advise and, if necessary, revise subsequent versions of your technical report to incorporate any proposed changes.

Response: The Company notes that both the mining plan set forth
on page 63 and the production plan set forth on page 86 of the Annual Report contain forward-looking information and by design will reflect
different information for the following reasons. For 2025, the production plan was established based on then-current market conditions
and in alignment with the Company’s strategic objectives, therefore, the number of tonnes mined in the mining plan is smaller than
the number of tonnes mined in the production plan. For 2026 and future years, the Company’s methodology consists of developing a
mining plan with a volume greater than the production plan, which incorporates safety stocks to respond to potential increases in cement
demand.

The Company also notes that since the numbers of annual tonnes reflected
in the mining plan and in the production plan are based on a 30-year forecast, and variations in cement demand behavior are assumed based
on the Company’s historical data, annual adjustments to the mining plan and the production plan are made each year based on updated
information on cement demand and, consequently, production and mining levels.

The Company confirms to the Staff that it will clarify in its subsequent
annual reports on Form 20-F filed with the Commission the Company’s methodology for developing its mining plan and production plan,
and why these may differ.

Exhibit 12, page 136

3. We note that the certifications provided as Exhibit 12.1 and Exhibit 12.2 for your Form 20-F for fiscal year ended December
31, 2024 do not include paragraph 4(b)and the introductory language in paragraph 4, referring to your internal control over financial
reporting. Please amend the filing to provide revised certifications. Refer to Refer to Exchange Act Rule 13a-14(a) and Item 601(b)(31)
of Regulation S-K.

Response: The Company notes the Staff’s comment and has
attached to this response letter revised certifications that include language referring to the Company’s internal control over financial
reporting. Upon confirmation from the Staff that it has no further comments on the Annual Report, the Company will amend the original
filing of the Annual Report to include these amended certifications.

______________________________

    Simpson Thacher & Bartlett llp

    -5-

The Company has advised us that it and its management
are responsible for the accuracy and adequacy of its disclosures.

Please call me at 212-455-2579 with any questions
you may have regarding the above responses.

  Sincerely,

  /s/ Juan Francisco Mendez

  Juan Francisco Mendez

  cc:
  Andi Carpenter

  Kevin Woody

  Ely Hayashi Hirahoka

  Javier Durand

  Claudia Bustamante

EXHIBIT 12.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Humberto Reynaldo Nadal Del Carpio,
certify that:

1. I have reviewed this annual report on Form 20-F of Cementos Pacasmayo S.A.A.;

 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the
company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;

(b) Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure
controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s
internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or
is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing
the equivalent functions):

(a) All significant deficiencies and material
weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect
the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the company’s internal control over financial reporting.

Date: April 29, 2025

  /s/Humberto Reynaldo Nadal Del Carpio

  Humberto Reynaldo Nadal Del Carpio

  Chief Executive Officer

EXHIBIT 12.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ely Adriana Hayashi Hirahoka, certify
that:

1. I have reviewed this annual report on Form 20-F of Cementos Pacasmayo S.A.A.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the
company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;

(b) Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and

(d) Disclosed in this report any change in the company’s
internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or
is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing
the equivalent functions):

(a) All significant deficiencies and material weaknesses
in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s
ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the company’s internal control over financial

September 10, 2025
Ely Hirahoka
Chief Financial Officer
Cementos Pacasmayo S.A.A.
Calle La Colonia 150
Urbanizacion El Vivero Surco
Lima, Peru
Re:Cementos Pacasmayo S.A.A.
Form 20-F for the Fiscal Year Ended December 31, 2024
Filed April 29, 2025
File No. 001-35401
Dear Ely Hirahoka:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2024
Item 4. Information on the Company
D. Property Plant and Equipment, page 58
1.We note that you have disclosed resources and reserves for each material property on
pages 58, 68, and 77 and that these quantities are reported as materials delivered to the
cement plant. Consistent with Item 1304(d)(1) of Regulation S-K, please tell us the
metallurgical recovery factor(s) that can be used to convert the feed to the cement
plant to the final saleable cement tonnes, and confirm that you will include this
disclosure in subsequent filings with your resource and reserve disclosure.
Item 19. Exhibits
96.1, page 63
We are unable to reconcile the annual tonnes mined on page 63 of your technical
report to the production data on page 86. Please advise and, if necessary, revise 2.

September 10, 2025
Page 2
subsequent versions of your technical report to incorporate any proposed changes.
Exhibit 12, page 136
3.We note that the certifications provided as Exhibit 12.1 and Exhibit 12.2 for your
Form 20-F for fiscal year ended December 31, 2024 do not include paragraph 4(b)
and the introductory language in paragraph 4, referring to your internal control over
financial reporting. Please amend the filing to provide revised certifications.  Refer
to Refer to Exchange Act Rule 13a-14(a) and Item 601(b)(31) of Regulation S-K.
            In closing, 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.
            Please contact Andi Carpenter at 202-551-3645 or Kevin Woody at 202-551-3629
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

February 2, 2018
Mail Stop 4631

Via Email
Mr. Manuel Bartolome Ferreyros Pena
Chief Financial Officer
Cementos Pacasmayo S.A.A
Calle La Colonia 150, Urbanizacion El Vivero
Surco, Lima
Peru

Re: Cementos Pacasmayo S.A.A.
Form 20-F for F iscal  Year Ended Dec ember  31, 2016
Filed May 1 , 2017
File No. 1-35401

Dear Mr. Pena :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Terence O ’Brien

Terence O’ Brien
Accounting Branch Chief
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

Simpson Thacher & Bartlett llp

425 Lexington Avenue

New York, N.Y. 10017-3954

(212) 455-2000

Facsimile (212) 455-2502

Direct Dial Number

(212) 455-3066

E-Mail Address

jmercado@stblaw.com

January 31, 2018

VIA EDGAR

Mr. Terence O'Brien

Accounting Branch Chief

Office of Manufacturing and Construction

Securities and Exchange Commission

 100 F Street, NE

Washington, DC 20549-7010

Re: Cementos Pacasmayo S.A.A.

Form 20-F for Fiscal Year Ended December 31, 2016

Filed April 28, 2017

File No. 1-35401

Dear Mr. O'Brien:

On behalf of Cementos Pacasmayo S.A.A. (the "Company" or "CPSAA"), we are writing to respond to the comments set forth in the comment letter dated January 22, 2018 (the "comment letter") received from the Staff (the "Staff") of the Office of Manufacturing and Construction relating to the above-referenced annual report on Form 20-F (the "Annual Report") of the Company originally submitted on April 28, 2017, pursuant to the U.S. Securities Act of 1934, as amended.

For convenience of reference, we have reproduced below in bold and italics the text of the comments of the Staff.  The responses and information set forth below are based upon information provided to us by the Company.

Form 20-F for Fiscal Year Ended December 31, 2016

Note 1 Corporate Information, page F-9

Question 1:

We note your response to our comment number 2 from our letter dated December 19, 2017. Please further clarify how you considered paragraphs BC 13 and BC 14 of IFRIC 17 in determining that the spin-off transaction was not within the scope of IFRIC 17. Tell us how you considered the common share ownership of ASPI in your analysis.

Response:

We respectfully respond as follows: the two paragraphs referenced in the Staff's comment state that "unless there is a contractual arrangement among shareholders to control the entity making the distribution, transactions in which the shares or the businesses of group entities are distributed to shareholders outside the group (commonly referred to as spin-off, split – off or demerger) are not transactions between entities or businesses under common control. Therefore they are within the scope of the Interpretation."

In our opinion the case mentioned in paragraphs BC 13 and BC 14, that are referenced to the paragraph B2 of IFRS3 and the Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate of May 2008 in the amendments to IAS 27, apply to companies in which there are many shareholders none of which individually exercise control and do not have power to influence financial and operating policies. In order to obtain control, these shareholders must agree contractual arrangements with other shareholders. Individually these shareholders do not comply the definition of "control" of IAS 27 paragraph 4. According to this paragraph, control is defined as "the power to govern operating and financial policies of an entity so as to obtain benefits from its activities." In addition, the definition of control set forth in paragraph 13 of IAS 27 states that "Control is presumed to exist when the parent owns, directly or indirectly through subsidiaries, more than half of the voting power of an entity unless, in exceptional circumstances, it can be clearly demonstrated that such ownership does not constitute control. Control also exists when the parent owns half or less of the voting power of an entity when there is:

a)

power over more than half of the voting rights by virtue of an agreement with other investors;

b)

power to govern the financial and operating policies of the entity under a statute or an agreement;

c)

power to appoint or remove the majority of the members of the board of directors or equivalent governing body and control of the entity is by that board or body; or

d)

power to cast the majority of votes at meetings of the board of directors or equivalent governing body and control of the entity is by that board or body."

Paragraph 5 of IFRIC 17 states: "This Interpretation does not apply to a distribution of a non-cash asset that is ultimately controlled by the same party or parties before and after the distribution. This exclusion applies to the separate, individual and consolidated financial statements of an entity that makes the distribution."

2

Therefore, when a parent company has control before and after a spin-off, such transaction is not within the scope of IFRIC 17.

Our analysis:

As we mentioned in the response to question No 1 of our response letter dated January 4, 2018, it is a fact that ASPI is the Parent Company because it owns more than 50% of common shares (voting rights) of Cementos Pacasmayo S.A.A. (CPSAA) and FOSSAL before and after the spin-off of Fosfatos del Pacífico S.A. (Fosfatos) from CPSAA to FOSSAL. As ASPI possesses more than 50% of the voting rights, it controls CPSAA and FOSSAL before and after the spin-off. As a consequence, ASPI has the power to govern the financial and operating policies so as to obtain benefits from activities of CPSAA and FOSSAL. Accordingly, without any contractual arrangement with other shareholders, ASPI has, by itself, control of both companies before and after the spin-off transaction. ASPI also appoints the majority of the members of the board of directors of both companies and as consequence has the majority of votes on the board of directors and shareholders meetings in both companies as well.

Consequently, ASPI controls the financial and operating policies of both companies and can obtain benefits from their activities, and that power is not transitory.

For the aforementioned reasons, the Company has concluded that the spin-off transaction is not within the scope of IFRIC 17 because it complies with the criteria established in paragraph 5 that states the interpretation does not apply to a distribution of a non-cash asset for companies that are ultimately controlled by the same party or parties before and after the distribution.

______________________________

Please call me (212-455-3066) with any questions you may have regarding the above responses.

Sincerely,

/s/ Jaime Mercado

Jaime Mercado

cc:   Tracie Towner

Jeanne Baker

Manuel Ferreyros

Javier Durand

Claudia Bustamante

3

January 22, 2018
Mail Stop 4631

Via E -mail
Mr. Manuel Bartolome Ferreyros Pena
Chief Financial Officer
Cementos Pacasmayo S.A.A.
Calle La Colonia 150, Urbanizacion El Vivero
Surco, Lima
Peru

Re: Cementos Pacasmayo S.A.A.
 Form 20 -F for Fiscal Year Ended December 31, 2016
Filed April 28, 2017
Response dated January 4, 2018
File No. 1-35401

Dear Mr. Pena :

We have reviewed your response and have the following  additional comment s.  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 within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 20 -F for the period ended December 31, 2016

Note 1 Corporate Information, page F -9

1. We note your response to our comment number 2 from our letter dated December 19,
2017. Please further clarify how you considered paragraphs BC13 and BC 14 of IFR IC
17 in determining that the spin -off transaction was not within the scope of IFRIC 17.
Tell us how you considered the common share ownership of ASPI in your analysis.

Mr. Pena
Cementos Pacasmayo S.A.A.
January 22, 2018
Page 2

 You may contact Ameen Hamady , Staff Accountant, at (202) 551 -3891, or in his
absence,  me at (202) 551 -3355 , if you have questions regarding comments on the financial
statements and related matters.  Please contac t Frank Pigott at (202) 551 -3570 , or in his absence,
Pamela Long, Assis tant Director, at (202) 551 -3765  with any other qu estions.

Sincerely,

 /s/ Terence O ’Brien

Terence O’ Brien
Accounting Branch Chief
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

Simpson Thacher & Bartlett llp

425 Lexington Avenue

New York, N.Y. 10017-3954

(212) 455-2000

Facsimile (212) 455-2502

Direct Dial Number

(212) 455-3066

E-Mail Address

jmercado@stblaw.com

January 4, 2018

VIA EDGAR

Mr. Terence O'Brien

Accounting Branch Chief

Office of Manufacturing and Construction

Securities and Exchange Commission

 100 F Street, NE

Washington, DC 20549-7010

Re: Cementos Pacasmayo S.A.A.

Form 20-F for Fiscal Year Ended December 31, 2016

Filed April 28, 2017

File No. 1-35401

Dear Mr. O'Brien:

On behalf of Cementos Pacasmayo S.A.A. (the "Company" or "CPSAA"), we are writing to respond to the comments set forth in the comment letter dated December 19, 2017 (the "comment letter") received from the Staff (the "Staff") of the Office of Manufacturing and Construction relating to the above-referenced annual report on Form 20-F (the "Annual Report") of the Company originally submitted on April 28, 2017, pursuant to the U.S. Securities Act of 1934, as amended.

For convenience of reference, we have reproduced below in bold and italics the text of the comments of the Staff.  The responses and information set forth below are based upon information provided to us by the Company.

Form 20-F for Fiscal Year Ended December 31, 2016

Note 1 Corporate Information, page F-9

Question 1:

In order to better understand your determination that the net assets of Fosfatos del Pacifico S.A. ("Fosfatos") met the criteria in paragraph 12A of IFRS 5 to be classified as held for distribution as of December 31, 2016, please clarify the facts supporting your conclusion that the spin-off transaction was expected to result in a loss of control. We note from your disclosures on page 16 that you expected to maintain management of Fosfatos and FOSSAL S.A.A. ("FOSSAL") until it was able to retain separate management and operate independently. In this regard, please tell us specifically about the individual owners, indicating ownership percentages, before and after the transaction that had the power to govern the financial and operating policies of Fosfatos and FOSSAL, addressing:

●

your retained economic and/or voting interests after the spin-off. In this regard, we note your disclosures in Form 6-K filed as of November 3, 2017 that you received 9,148,373 investment shares in FOSSAL as a result of the spin-off;

●

whether you entered into a separate agreement to manage Fostafos and FOSSAL until it was able to retain separate management and operate independently. To the extent that such an agreement exists, describe the key terms and provisions that addressed the power to govern the financial and operating policies of Fostafos and FOSSAL; and

●

if applicable, the date when Fosfatos del Pacifico and FOSSAL retained separate management and began operating independently.

Responses:

(i) The Company respectfully informs the Staff that the spin-off was consummated in order to separate the cement operation and phosphate holdings into two independent public companies. To achieve this group reorganization a new company (FOSSAL) was incorporated and after the spin-off the shareholders of FOSSAL retained the same holding over Fosfatos del Pacífico S.A. ("Fosfatos") that they had through CPSAA.

To better explain the reorganization we present the following chart and tables:

Structure of the Group prior to and after consummation of the spin-off.

Percentage ownership of the shares of each of the Company, FOSSAL and Fosfatos as of February 28, 2017 and March 1, 2017.

CPSAA

Shareholders prior to spin-off  February 28, 2017

Shareholders after the spin-off March 1, 2017

%

%

Common shares

ASPI

50.01

50.01

American Depositary  Receipt Program

17.35

17.35

Others (less than 5%)

32.64

32.64

Total

100.00

100.00

Investment shares (no voting rights)

Cementos Pacasmayo (treasury shares)

89.48

89.48

Others (less than 5%)

10.52

10.52

Total

100.00

100.00

FOSSAL

Shareholders prior to spin-off February 28, 2017

Shareholders after the spin-off March 1, 2017

%

%

Common shares

ASPI

100.00

50.01

American Depositary Receipt Program

0

17.35

Others

0

32.64

Total

100.00

100.00

Investment shares (no voting rights)

Cementos Pasmayo (treasury shares), changed to Fossal shares

0

89.48

Others

0

10.52

Total

0

100.00

Fosfatos

Shareholders prior to spin-off February 28, 2017

Shareholders after the spin-off March 1, 2017

%

%

Common shares

Cementos Pacasmayo

70.00

0

Fossal

0

70.00

MCA PHOSPHATES PTE. LTD

30.00

30.00

Total

100.00

100.00

As the information above illustrates, CPSAA was the principal owner of the equity shares of Fosfatos until February 28, 2017. Following consummation of the spin-off on March 1, 2017, the principal and controlling shareholder of Fosfatos became FOSSAL, and CPSAA no longer controls Fosfatos. CPSAA does not own common (voting) shares of FOSSAL. As a consequence of the spin-off, CPSAA received 89.48% of the non-voting investment shares of FOSSAL, which represents approximately 7.7% of economic rights of FOSSAL currently outstanding which the Company has determined is not a relevant ownership percentage.  No other agreements have been entered into between the Company and other companies that would provide additional economic benefits or risks.

(ii) In December 2013, CPSAA signed with Fosfatos, and with FOSSAL in August 2016, a General Management and Provision of Services agreement. The cost of each contract is assumed and paid by each company separately. After the spin-off, these two contracts remained in effect. As a consequence, CPSAA has been the general manager of Fosfatos and FOSSAL prior to and after the spin-off. According to the provisions of the contracts, the main services that CPSAA would provide are:

1.

Act as general manager services and,

2.

Provide back-office services such as legal, accounting and tax, information technology, and administrative, among others.

According to the contracts, all General Manager functions are to be defined within the framework of the decisions of shareholders' meetings of each of Fosfatos and FOSSAL, evidencing the independence that those companies have from CPSAA.

The Company analyzed the General Management and Provisions of Services agreements according to IFRS 10.B58 that states that an agent is a party primarily engaged to act on behalf and for the benefit of another party or parties (the principal(s)) and therefore does not control the investee when it exercises its decision-making authority. Thus, sometimes a principal's power may be held and exercisable by an agent, but on behalf of the principal. The Company concluded that CPSAA is acting as an agent of the shareholders of Fosfatos and FOSSAL, therefore CPSAA does not control either Fosfatos nor FOSSAL.

Finally, the Company is not authorized under any circumstances and has no discretion to modify the financial or operational policies of either Fosfatos or FOSSAL, an additional element that indicates that the Company does not exercise control over either entity.

(iii) As referred to in response (ii) above, neither Fosfatos nor FOSSAL has retained separate management at this time. Both entities continue to exist at a pre-operational stage and are expected to develop its management structure along with the overall business development.

Question 2:

Please tell us if you concluded that the spin-off transaction falls within the scope of IFRIC 17, and if not, the facts supporting your determination. If so, please tell us the date the distribution was no longer at your discretion and how you contemplated the fact that approval for this transaction was received in September of 2016 at the General Shareholders Meeting and whether a liability was recognized for the fair value of the assets to be distributed. Also tell us if a profit or loss was recognized upon settlement; and, if so, how you measured that amount.

Response: The Company respectfully advises the Staff that the spin-off transaction is not within the scope of IFRIC 17 because it complies with the criteria established in paragraph 5 that states the interpretation does not apply to a distribution of a non-cash asset for companies that are ultimately controlled by the same party or parties before and after the distribution. In this case CPSAA and FOSSAL have the same shareholders structure prior and after the spin-off.

Accordingly, no liability was recorded as there was no difference in the fair value of the net assets transferred to FOSSAL.

Closing Comments

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.

Response: The Company notes the Staff's comment and has confirmed that all responsible persons have acted in accordance with applicable regulations.

________________

Please call me (212-455-3066) with any questions you may have regarding the above responses.

Sincerely,

/s/ Jaime Mercado

Jaime Mercado

cc:   Tracie Towner

Jeanne Baker

Manuel Ferreyros

Javier Durand

Claudia Bustamante

December 19, 2017
Mail Stop 4631

Via E -mail
Mr. Manuel Bartolome Ferreyros Pena
Chief Financial Officer
Cementos Pacasmayo S.A.A.
Calle La Colonia 150, Urbanizacion El Vivero
Surco, Lima
Peru

Re: Cementos Pacasmayo S.A.A.
 Form 20 -F for Fiscal Year Ended December 31, 2016
Filed April 28, 2017
File No. 1-35401

Dear Mr. Pena :

We have reviewed your filing  and have the following 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 within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
belie ve our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 20 -F for the period ended December  31, 2016

Note 1 Corporate Information, page F -9

1. In order to better understand your determination that the net assets of Fosfatos del
Pacifico S.A (“Fosfatos”) met the criteria in paragraph 12A of IFRS 5 to be classified as
held for distribution as of De cember 31, 2016, please clarify the facts supporting your
conclusion that the spin -off transaction was expected to result in a loss of control.   We
note from your disclosures on page 16 that you expected to maintain management of
Fosfatos and FOSSAL S.A.A.  (“FOSSAL”) until it was able to retain separate
management and operate independently.  In this regard, please tell us specifically about
the indiv idual owners, indicating ownership percentages, before and after the transaction
that had the power to govern  the financial and operating policies of Fosfatos and
FOSSAL, addressing:

Mr. Pena
Cementos Pacasmayo S.A.A.
December 19, 2017
Page 2

  your retained economic and/or voting interests after the spin -off.  In this regard, we note
your disclosures in Form 6 -K filed as of November 3, 2017 that you received 9,148,373
investment shares in FOSSAL as a result of the spin -off;
 whether you entered into a separate agreement to manage Fostafos and FOSSAL until it
was able to retain separate management and operate independently. To the extent that
such an agreement exists, des cribe the key terms and provisions that addressed the power
to govern the financial and operating policies of Fostafos and FOSSAL; and
 if applicable, the date when Fosfatos del Pacifico and FOSSAL retained separate
management and began operating independen tly.

2. Please tell us if you concluded that the spin -off transaction falls within the scope of
IFRIC 17, and if not, the facts supporting your determination.   If so, please tell us the
date the distribution was no longer at your discretion and how you conte mplated the fact
that approval for this transaction was received in September of 2016 at the General
Shareholders Meeting and whether a liability was recognized for the fair value of the
assets to be distributed.   Also tell us if a profit or loss was recog nized upon settlement;
and, if so, how you measured that amount.

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 Ameen Hamady , Staff Accountant, at (202 ) 551 -3891, or in his
absence,  me at (202) 551 -3355 , if you have questions regarding comments on the financial
statements and related matters.  Please contac t Frank Pigott at (202) 551 -3570 , or in his absence,
Pamela Long, Assis tant Director, at (202) 551 -3765  with any other questions.

Sincerely,

 /s/ Terence O ’Brien

Terence O’ Brien
Accounting Branch Chief
Office of Manufacturing and
Construction

January 14, 2016
Mail Stop 4631

Via Email
Mr. Manuel Ferreyros Pena
Chief Financial Officer
Cementos Pacasmayo S.A.A.
Calle La Colonia 150, Urbanizacion El Vivero
Surco, Lima
Peru

Re: Cementos Pacasmayo S.A.A.
Form 20 -F for F iscal Year Ended December 31, 2014
Filed April 30 , 2015
File No. 1-35401

Dear Mr. Pena :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Accounting Branch Chief
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

Correspondence

 SIMPSON THACHER & BARTLETT LLP

 425 LEXINGTON AVENUE

NEW YORK, NY 10017-3954

(212) 455-2000

FACSIMILE (212) 455-2502

 DIRECT DIAL NUMBER

(212) 455-3066

 E-MAIL ADDRESS

jmercado@stblaw.com

BY E-MAIL

December 17, 2015

Re:
Cementos Pacasmayo SAA

Form 20-F

Filed on April 30, 2015

File No. 001-35401

 Terence O’Brien

Accounting Branch Chief

 Office of Manufacturing and Construction

 Dear Mr. O’Brien:

 On behalf of
Cementos Pacasmayo S.A.A. (the “Company”), we are writing to respond to questions raised in the comment letter dated December 4, 2015 (the “Comment Letter”) from the staff of the Securities and Exchange Commission (the
“Staff”) relating to the above-referenced Annual Report on Form 20-F of the Company (the “Annual Report”) originally submitted on April 30, 2015, pursuant to the Securities Act of 1934, as amended.

We are providing the following responses to the comments contained in the Comment Letter. For convenience of reference, we have reproduced
below in bold the text of the comments from the Comment Letter. The responses and information were provided to us by the Company.

Form 20-F for the fiscal year ended December 31, 2014

Attestation Report of the Independent Registered Public Accounting Firm, page 112

Report of the Independent Registered Public Accounting Firm, page F-1

1) Please amend your filing to include updated attestation reports by your independent public accounting firm to also include the manual or
printed signature of the independent public accounting firm’s name within the body of the filed reports. See PCAOB auditing standard AS 3101.08.

In response to the Staff’s comment, the Company has prepared an amendment to the Annual Report to respond to this comment. Please see the
amended pages 112 and F-1 of our 20-F/A filed concurrently herewith.

BEIJING

HONG KONG

HOUSTON

LONDON

LOS ANGELES

PALO ALTO

SãO PAULO

SEOUL

TOKYO

WASHINGTON, D.C.

 SIMPSON THACHER & BARTLETT LLP

Terence O’Brien

 -
 2
-

December 17, 2015

 Item 16F. Change in Registrant’s Certifying Accountant, page 115

2) We note that your independent registered public accounting firm for the fiscal year ended December 31, 2014 appears to be the successor to
your previous certifying independent registered public accounting firm. Given that there appears to be a change in the legal entity of the audit firm, please include the disclosure requirements for Item 16F. Change in Registrant’s Certifying
Accountant for the Form 20-F in your amended filing.

 In response to the Staff’s comment, the Company respectfully
advises that in August 2014 our independent registered public accounting firm has changed its legal name while otherwise remaining the same legal entity that it was before the name change. Our independent registered public accounting firm has
reported to the PCAOB this change in name of firm through the special report Form 3 according to PCAOB regulations.

 We further
hereby confirm and acknowledge the following:

•

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

* * *

 Please do not hesitate to
contact me (212-455-3066) with any questions you may have regarding the above responses.

 Very truly yours,

 By: /s/ Jaime Mercado

cc:
Ameen Hamady, Staff Accountant

Al Pavot

Manuel Ferreyros Pena

 Report of the Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Cementos Pacasmayo S.A.A.

We have audited the accompanying consolidated statements of financial position of Cementos Pacasmayo S.A.A. and subsidiaries (together the “Group”)
as of December 31, 2014 and 2013, and the related consolidated statements of profit or loss, other comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2014. These consolidated financial
statements are the responsibility of the Company´s Management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

 In our opinion, the consolidated financial statements referred to above, present fairly, in all material respects, the
consolidated financial position of Cementos Pacasmayo S.A.A. and subsidiaries as of December 31, 2014 and 2013 and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2014,
in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB).

 Report of the Independent Registered Public Accounting Firm (continued)

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Cementos Pacasmayo S.A.A. and
subsidiaries´s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(1992 framework) and our report dated April 30, 2015 expressed an unqualified opinion thereon.

 Lima, Peru,

April 30, 2015

 Paredes, Zaldívar, Burga y Asociados

Signed by:

/S/ Carlos Valdivia

Carlos Valdivia

C.P.C.C. Register No.27255

December 4 , 2015
Mail Stop 4631

Via E -mail
Mr. Manuel Ferreyros Pena
Chief Financial Officer
Cementos Pacasmayo S.A.A.
Calle La Colonia 150, Urbanizacion El Vivero
Surco, Lima
Peru

Re: Cementos Pacasmayo S.A.A.
 Form 20 -F for Fiscal Year Ended December 31, 2014
Filed April 30 , 2015
File No. 1-35401

Dear Mr. Pena :

We have reviewed your filing and have the following  comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents .  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 lett er within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After rev iewing the information you provide in response to these comments, we may
have additional comments.

Form 20 -F for th e fiscal year  ended December 31, 2014

Attestation Report of the Independent Registered Public Accounting Firm, page 112
Report  of the Independent Registered Public Accounting Firm, page F -1

1. Please amend your filing to include updated attestation reports by your independent
public accounting firm to also include the manual or printed signature of the
independent public accounting  firm’s name within the body of the filed reports.  See
PCAOB auditing standard AS 3101.08.

Mr. Pena
Cementos Pacasmayo S.A.A.
December 4, 2015
Page 2

 Item 16F. Change in Registrant’s Certifying Accountant, page 115

2. We note that your independent registered public accounting firm for the fiscal year
ended December 31, 2014 appears to be the successor to your previous certifying
independent registered public accounting firm.  Given that there appears to be a change
in the legal entity of the audit firm, please include the disclosure requirements for Item
16F. Change in Registrant’s Certifying Accountant for the Form 20 -F in your amended
filing.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Secur ities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they ha ve made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in respon se to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities law s of the United States.

You may contact Ameen Hamady , Staff Accountant, at (202) 551 -3891, or in his
absence,  Al Pavot , at (202) 551 -3738  or me at (202) 551 -3355 , if you have questions regarding
comments on the financial statements and related matters.

Sincerely,

 /s/ Terence O ’Brien

Terence O’ Brien
Accounting Branch Chief
Office of Manufacturing and
Construction

March 7, 2014

Via Email
Mr. Manuel Ferreyros Peña
Chief Financial Officer
Cementos Pacasmayo S.A.A.
Calle La Colonia 150
Urb. El Vivero -Lima, Peru

Re: Cementos Pacasmayo S.A.A.
 Form 20-F for Fiscal Year Ended December 31, 2012
Filed April 30, 2013
File No. 1-35401

Dear Mr. Peña :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the  Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief

CORRESP
1
filename1.htm

CORRESP

 SIMPSON THACHER & BARTLETT
LLP

 425 LEXINGTON AVENUE

NEW YORK, N.Y. 10017-3954

(212) 455-2000

FACSIMILE (212) 455-2502

 Direct Dial Number

(212) 455-3066

 E-Mail Address

jmercado@stblaw.com

 February 18, 2014

VIA EDGAR

 Mr. Terence O’Brien

Branch Chief

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, NE

Washington, DC 20549-7010

 Re: Cementos
Pacasmayo S.A.A.

 Form 20-F for Fiscal Year Ended December 31, 2012

Filed April 30, 2013

File No. 1-35401

 Dear
Mr. O’Brien:

 On behalf of Cementos Pacasmayo S.A.A. (the “Company”), we are writing to respond to the comments
set forth in the comment letter dated February 10, 2014 (the “comment letter”) received from the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission
relating to the above-referenced annual report on Form 20-F (the “Annual Report”) of the Company originally submitted on April 30, 2013, pursuant to the Securities Act of 1934, as amended, and amended on January 15, 2014.

 For convenience of reference, we have reproduced below in bold and italics the text of the comments of the Staff. The responses and
information described below are based upon information provided to us by the Company and its auditors.

 Form 20-F for Fiscal Year Ended
December 31, 2012

 Operating and Financial Review and Prospects, page 51

Critical Accounting Policies, page 54

Exploration, Evaluation and Mine Development Projects, page 55

1.
We have read your response to prior comment 3, in our letter to you dated December 19, 2013, in which you indicate that you will revise your disclosure regarding the capitalization of exploration and
evaluation assets to provide additional information regarding the estimates and assumptions necessary to determine whether an economically viable extraction operation can be established such that it is more likely than not that these costs will be
realized. Please provide the proposed disclosure revisions that you would have included in your filing that identify the significant estimates, assumptions, and judgments you use to make this determination.

Response: The Company notes the Staff’s comment and proposes to include the following disclosure in its next Annual Report
on Form 20-F.

 Exploration and evaluation assets -

Exploration and evaluation activity involves the search for mineral resources, the determination of technical feasibility and the assessment of
commercial viability of an identified resource. Exploration and evaluation activity includes:

•

Researching and analyzing historical exploration data.

•

Gathering exploration data through geophysical studies.

•

Exploratory drilling and sampling.

•

Determining and examining the volume and grade of the resource.

•

Surveying transportation and infrastructure requirements.

•

Conducting market and finance studies.

 License costs paid in connection with a right to
explore in an existing exploration area are capitalized and amortized over the term of the license.

 Once the legal right to explore has
been acquired, exploration and evaluation costs are charged to the consolidated statement of profit or loss, unless management concludes that a future economic benefit is more likely than not to be realized, in which case such costs are capitalized.
These costs include directly attributable employee remuneration, materials and fuel used, surveying costs, drilling costs and payments made to contractors.

In evaluating if costs meet the criteria to be capitalized, several different sources of information are used, including the nature of the
assets, extension of explored area and results of sampling, among others. The information that is used to determine the probability of future benefits depends on the extent of exploration and evaluation that has been performed.

Exploration and evaluation costs are capitalized when the exploration and evaluation activity is within an area of interest for which it is
expected that the costs will be recouped by future exploitation, and active and significant operations in relation to the area are continuing or planned for the future.

 2

 The main estimates and assumptions the Company uses to determine whether it is likely that future
exploitation will result in future economic benefits include: expected operational costs, committed capital expenditures, expected mineral prices and mineral resources found. For this purpose, the future economic benefit of the project can
reasonably be regarded as assured when mine-site exploration is being conducted to confirm resources, mine-site exploration is being conducted to convert resources to reserves or when the Company is conducting a feasibility study, based on
supporting geological information.

 As the capitalized exploration and evaluation costs asset is not available for use, it is not
amortized. These exploration costs are transferred to mine development assets once the work completed to date supports the future development of the property and such development receives appropriate approvals. In this phase, the exploration costs
are amortized in accordance with the estimated useful life of the mining property from the time the commercial exploitation of the reserves begins. All capitalized exploration and evaluation costs assets are monitored for indications of impairment.
Where a potential impairment is indicated, assessment is performed for each area of interest in conjunction with the group of operating assets (representing a cash generating unit) to which the exploration is attributed. Exploration areas in which
resources have been discovered but require major capital expenditure before production can begin, are continually evaluated to ensure that commercial quantities of resources exist or to ensure that additional exploration work is under way or
planned. To the extent that capitalized expenditure is no longer expected to be recovered it is charged to the consolidated statement of profit or loss. The Company assesses at each reporting date whether there is an indication that an exploration
and evaluation costs asset may be impaired. The following facts and circumstances are considered in this assessment:

(i)
the period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed.

(ii)
substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned.

(iii)
exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in
the specific area.

 3

(iv)
sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful
development or by sale.

 If any indication of impairment exists, impairment of the Company’s exploration and evaluation
costs assets is required.

 Financial statement, page 105

Note 29- Fair value of financial instruments, F-63

2.
We have read your response to prior comment 11 in which you indicate that in future filings you will expand the considerations for the determination of the value of the put and call option on your results of
operations. Please provide the proposed disclosure revisions that you would have included in your filing which explain how you determined the fair value of the put and call option.

Response: In reviewing the Staff’s comment, the Company realized that the Company had incorrectly described the put option
as a financial liability, although no value had been assigned to this put option. In future filings, the Company will not describe such put option as a financial liability. Set forth below is the Company’s analysis.

Accounting policy included in Note 2.3.2 (vi):

Put and call options over non-controlling interests

Call options

 The call
option is a financial asset initially recognized at its fair value, with any subsequent changes in its fair value recognized in profit or loss. The exercise price of the call option is the higher of fair value or book value of the Fosfatos shares
and, consequently, the Company concluded that the fair value of this option would not be significant.

 Put options

Put options granted to non-controlling interests with exercise contingencies that are under the control of the Company, and do not give rise to
a financial liability. The contingencies that would trigger exercisability of the deadlock put/call are based on events under the Company’s control and therefore do not represent a financial liability.

Disclosure about deadlock put/call options included in Note 27

According to the shareholders’ agreement between the Company and MCA Phosphates Pte. Ltda. (“MCA”) (see note 1 to our
2012 audited consolidated financial statements), in case of occurrence a deadlock situation or unexpected event, MCA has the option to sell all or a portion of the Fosfatos shares to the Company. At the same time, in case of occurrence of a deadlock
situation or unexpected event, as defined in the shareholders’

 4

agreement, the Company has the option to require MCA to sell all or a portion of the Fosfatos shares. MCA has no restrictions on selling its non-controlling interest at any time to third parties.
The only other condition for the put and call is that each party must own at least a 15% of interest in Fosfatos. The objective of the deadlock put/call option provision is to provide for an exit mechanism in those rare circumstances when reaching
agreement on a critical matter becomes impossible. The Company concluded that because the conditions that would make the put option over non-controlling interest exercisable are within the control of the Company, the put option does not represent a
financial liability at the consolidated statement of financial position date.

 Please call me
(212-455-3066) with any questions you may have regarding the above responses.

 Sincerely,

/s/ Jaime Mercado

 Jaime
Mercado

cc:
Tracie Towner

 Jeanne Baker

Manual Ferreyros

 Javier Durand

 Claudia Bustamante

 5

February 10, 2014

Via Email
Mr. Manuel Ferreyros Peña
Chief Financial Officer
Cementos Pacasmayo S.A.A.
Calle La Colonia 150
Urb. El Vivero -Lima, Peru

Re: Cementos Pacasmayo S.A.A.
 Form 20-F for Fiscal Year Ended December 31, 2012
Filed April 30, 2013
Response Letter Dated January 15, 2014
File No. 1-35401

Dear Mr.  Peña :

We have reviewed your filing  and have the following 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response .  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 filing and the information you provide in
response to these comments, we may have  additional comments.

Form 20 -F for Fiscal Year Ended December 31, 2012

Operating and Financial Review and Prospects, page 51

Critical Accounting Policies, page 54

Exploration, Evaluation and Mine Development Projects, page 55

1. We have read your response to prior comment 3, in our letter to you dated December 19,
2013, in which you indicate that you will revise your disclosure regarding the
capitalization of exploration and evaluation assets to provide additional informat ion
regarding the estimates and assumptions necessary to determine whether an economically
viable extraction operation can be established such that it is more likely than not that
these costs will be realized. Please provide the proposed disclosure revisio ns that you

Mr. Manuel Ferreyros Peña
Cementos Pacasmayo S.A.A.
February 10, 2014
Page 2

 would have included in your filing that identify the significant estimates, assumptions,
and judgments you use to make this determination.

Financial Statements, page 105

Note 29 - Fair value of financial instruments, page F -63

2. We have read your response to prior comment 11 in which you indicate that in future
filings you will expand the considerations for the determination of the value of the put
and call option on your results of operations.  Please provide the proposed disclosure
revisions  that you would have included in your filing which explain how you determined
the fair value of the put and call option.

Closing Comments

You may contact  Tracie Towner at (202) 551 -3744 , or Jeanne Baker at (202) 551 - 3691,
if you have questions regarding  comments on the financial  statements and related matters.
Please contact me at (202) 551 -3355  with any other questions.

Sincerely,

 /s/ Terence O ’Brien

 Terence O’Brien
Branch Chief

December 19, 2013

Via Email
Mr. Manuel Ferreyros Peña
Chief Financial Officer
Cementos Pacasmayo S.A.A.
Calle La Colonia 150
Urb. El Vivero -Lima, Peru

Re: Cementos Pacasmayo S.A.A.
 Form 20-F for Fiscal Year Ended December 31, 2012
Filed April 30, 2013
File No. 1-35401

Dear Mr.  Peña :

We have reviewed your filing  and have the following 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply t o 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 filing and the information you provide in
response to these  comments, we may have  additional comment s.

Form 20 -F for Fiscal Year Ended December 31, 2012

Key Information, page 3

Selected Financial Data, page 3

1. Financial statements and other data presented in tabular form should read consistently
from left to right in the same chronological order thr oughout the filing.  In this regard, we
note that most of your tabular historical financial data, including the financial information
presented in Selected Financial Data and Management’s Discussion and Analysis begins
with the earliest period presented wh ile your financial statements begin with the most
recent period.  Please revise future filings in accordance with SAB Topic 11:E.

Mr. Manuel Ferreyros Peña
Cementos Pacasmayo S.A.A.
December 19, 2013
Page 2

 Operating and Financial Review and Prospects, page 51

Results of Operations, page 58

Comparison of Year ended December  31, 2011 to year ended December  31, 2012, page 58

2. Please show us how you will revise future disclosures to address the following comments
regarding the discussion of your results of operations:

 Expand your discussion o f sales of cement, concrete and blocks to quantify the
dollar impact of the increased volume sold and to quantify the impact related to
price changes;
 Expand your discussion of the change in cost of sales of cement, concrete, and
blocks to address changes in cost of sales as a percentage of revenues and
quantify the increase in the cost of clinker from the prior year; and
 Expand your discussion of the change in gross profit margin to discuss the
reasons for the increases or decreases from the prior year for  each segment.

Critical Accounting Policies, page 54

Exploration, Evaluation and Mine Development Projects, page 55

3. With reference to your accounting policy regarding the capitalization of exploration and
evaluation assets and mine development costs as set forth on page F -21 of your financial
statements, please show us how you will expand your disclosures in future filings to
provide additional information regarding the estimates and assumptions necessary to
determine whether an economically viable extra ction operation can be established such
that it more likely than not to be that these costs will be realized.  In this regard, given
your disclosures on page 15 regarding the risks associated with your phosphate and brine
projects, please address how you a ssess these development costs for impairment.

Determination of our Reserves and Resources, page 55

4. In light of the fact that changes in the reserve and resource estimates may affect the
carrying value of exploration and evaluation assets, property, plant  and equipment,
provision for rehabilitation and depreciation and amortization charges, please show us
how you will expand your disclosure in future filings to identify the most significant
assumptions and provide a sensitivity analysis to indicate how cha nges in those
assumptions can impact your results of operations.

Mr. Manuel Ferreyros Peña
Cementos Pacasmayo S.A.A.
December 19, 2013
Page 3

 Rehabilitation Provision, page 56

5. Your critical accounting policy disclosure regarding your rehabilitation provision appears
to be a reiteration of your significant accounting policy included in your financial
statement.  Please consider expanding your disclosure in future filings to identify the
most significant assumptions and provide a sensitivity analysis to indicate how changes
in those assumptions can impact your results of opera tions.

Disclosures Controls and Procedures, page 102

C. Attestation Report of the Registered Public Accounting Firm, page 102

6. Please revise the title of the attestation report to include the word independent.  We
further note that your registered public  accounting firm’s attestation report on your
internal controls over financial reporting is not signed and is missing disclosure regarding
the city, state and date of issuance.  Please ask your independent public accounting firm
to revise its report accord ingly and provide such report in an amendment to your Form
20-F.  Refer to paragraph 85 of PCAOB Auditing Standard No. 5.

Financial Statements, page 105

Consolidated statement of cash flows, page F -5

7. You indicate that your cash and cash equivalents as o f December 31 are net of
outstanding bank overdrafts.  However, based on your disclosures on pages F -31 and F -
41, it does not appear that your cash and cash equivalents of S/.69,835,000 is net of the
S/.13,255,000 bank overdraft as of December 31, 2012.  P lease advise.

Note 2 - Summary of significant accounting policies, page F -9

2.3.7 - Property, plant, and equipment, page F -19

8. We note your disclosure stating that the depreciation of assets used in the mining
production process is charged to cost of prod uction on a units of production basis using
proved reserves, except in the case of assets whose useful life is shorter than the life of
mine, in which case the straight -line method is applied.  We note however that your
disclosure on page F -17 of your Form  F-1/A, filed on February 3, 2012, indicates that
these assets are charged to cost of production on a units of production basis using proved
and probable reserves.  Please quantify the impact of this apparent change in your policy
and the basis for the cha nge under IFRS.

Mr. Manuel Ferreyros Peña
Cementos Pacasmayo S.A.A.
December 19, 2013
Page 4

 Note 20 - Cost of sales, page F -48

9. Please show us how you will expand your cost of sales disclosures herein and/or in
Management’s Discussion and Analysis to explain the line item, “Change in products in
process, finished goods and raw materials” and how such amount for each period
presente d relates to changes in your inventory balances.

Note 27- Commitments and contingencies, page F -53

Mining Royalty, page F -54

10. Notwithstanding your belief that the Royalty Mining Law as amended in 2011 is
unconstitutional, please tell us the authoritati ve literature you relied on in only
recognizing and paying the mining royalty according to the provisions of the Mining
Royalty Law as interpreted by management and your legal and tributaries counsels.
Please also provide us with a full explanation of how  you determined that you have
strong legal arguments that support your position and a high probability of obtaining a
favorable outcome in this process.  Ensure your response addresses the status of the
constitutional claim you filed in September 2012 as w ell as the anti -trust claim filed with
the National Institute for the Protection of Competition and Intellectual Property
(INDEPCOPT).

Note 29 - Fair value of financial instruments, page 29

11. You indicate in Note 2.3.2 (vi) that your put and call option ove r non -controlling interests
are a financial liability and financial asset.  Please expand your disclosures in future
filings to explain how you determined the fair value of this put and call option.

Exhibits

Exhibits 12.1 and 12.2

12. We note your Officers’  certifications do not comply with the current format in Instruction
12 to Item 19 of Form 20 -F, as it is missing the language specified for paragraphs 4 and
4(b).   Please provide the correctly worded certifications in an amendment to your filing.

Closin g Comments

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

Mr. Manuel Ferreyros Peña
Cementos Pacasmayo S.A.A.
December 19, 2013
Page 5

  In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the  federal securities laws of the United States.

You may contact  Tracie Towner at (202) 551 -3744 , or Jeanne Baker at (202) 551 - 3691,
if you have questions regarding comments on the financial  statements and related matters.
Please contact me at (202) 551 -3355 with any other questions.

Sincerely,

 /s/ Terence O ’Brien

 Terence O’Brien
Branch Chief