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                               May 5, 2020

       Frank D. Lee
       President and Chief Executive Officer
       Forma Therapeutics Holdings, Inc.,
       500 Arsenal Street, Suite 100
       Watertown, Massachusetts 02472

                                                        Re: Forma Therapeutics
Holdings, Inc.,
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted April 8,
2020
                                                            CIK No. 0001538927

       Dear Mr. Lee:

              We have reviewed your draft registration statement 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 by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. 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 the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1 filed April 8, 2020

       Prospectus Summary
       Our Pipeline, page 2

   1.                                                   We note your statements
indicating that your therapeutics are potentially "best-in-class" or
                                                        "first-in-class." These
terms suggest that your product candidates are effective, likely to be
                                                        approved and favorable
as compared to competitive products and product candidates.
                                                        Given the status of
development, it is premature and inappropriate for you to make such
                                                        statements or
implications at this time. Accordingly, please delete all references in your
                                                        registration statement
to your product candidates being potentially "best-in-class" or "first-
                                                        in-class".
 Frank D. Lee
FirstName LastNameFrank D. Lee
Forma Therapeutics Holdings, Inc.,
Comapany NameForma Therapeutics Holdings, Inc.,
May 5, 2020
Page 2
May 5, 2020 Page 2
FirstName LastName
2.       We note the inclusion of your USP30 program with Bristol-Myers Squibb
in your pipeline
         table. Given the status of development and the limited disclosure on
pages 118-
         119 concerning the program, it seems premature to highlight this
program prominently in
         your Summary pipeline table. Accordingly, please revise to remove this
program from the
         Summary table or advise.
3.       We note your discussion of FT-7051 and the research compound FT-6876.
Please clarify
         the relationship between FT-7051 and FT-6876.
4.       We note your discussion of adverse events associated with "prior
efforts utilizing" FT-
         4101. Please discuss the current status of your research and testing
regarding FT-4101.
         Additionally, for all other clinical trials you discuss, please
disclose whether there were
         treatment-related serious adverse events and, if so, identify them.
Our Strategy, page 4

5.       We note your disclosure that you will rapidly advance FT-4202 and
FT-7051 through
         clinical development. Please revise this disclosure and similar
disclosure throughout the
         prospectus to remove any implication that you will be successful in
commercializing your
         product candidates in a rapid or accelerated manner as such statements
are speculative.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Research and Development Expense, page 80

6.       Please provide additional information regarding management's
expectation of future costs
         associated with FT-2102, FT-4101, and FT-8225.
Business
Non-Core and Out-Licensed Programs, page 116

7.       We note your disclosure on page F-60 regarding the divestiture in
March 2020 of your
         Early Discovery capabilities. Please disclose the material terms of
this agreement and file
         the agreement as an exhibit to the registration statement, or tell us
why you do not believe
         this is required. See Item 601(b)(10) of Regulation S-K.
Partnered Programs
Agreement with Boehringer Ingelheim, page 118

8.       Clarify the phase of your collaborative program (research,
optimization, etc.) with
         Boehringer Ingelheim.
9.       Please revise your disclosure regarding the Boehringer Ingelheim
agreement to disclose
         the aggregate payments received to date and the aggregate research and
development
         milestones, regulatory milestones and sales milestones payable by
Boehringer
         Ingelheim. We also note your reference here to "low double-digit
royalties." Please
 Frank D. Lee
FirstName LastNameFrank D. Lee
Forma Therapeutics Holdings, Inc.,
Comapany NameForma Therapeutics Holdings, Inc.,
May 5, 2020
Page 3
May 5, 2020 Page 3
FirstName LastName
         revise your disclosure to narrow the royalty range to no more than ten
percentage points
         (for example, between twenty and thirty percent). Also disclose the
duration of the royalty
         obligation.
Agreements with Celgene, page 119

10.      Please expand your disclosure regarding the Celgene License Agreements
to include the
         durations of the royalty obligations.
Intellectual Property, page 121

11.      To the extent not already provided, please provide more detailed
information regarding
         your patent portfolio such as the type of patent protection and the
jurisdictions in which
         your patents have been issued or are pending.
Description of Capital Stock , page 170

12.      Once you have an estimated offering price range, please explain to us
the reasons for any
         differences between recent valuations of your common shares leading up
to the planned
         initial public offering and the midpoint of your estimated offering
price range. This
         information will help facilitate our review of your accounting for
equity issuances,
         including stock compensation.
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
Note 2 Summary of Signficant Accounting Policies, page F-21

13.      We note on page F-5 that you calculated the diluted net loss per share
for fiscal year 2019
         by adjusting the net loss for the change in fair value of warrants to
purchase Series B-3
         Convertible Preferred Shares, but there was no related incremental
shares adjustment to
         the denominator. Please tell us the reason(s) that you excluded such
shares in the
         calculation and refer to all pertinent authoritative accounting
literature in your response.
Note 11 Reorganization, page F-34

14.      We note that the Reorganization in October 2019 resulted in the
removal of the preferred
         return and the optional redemption rights for Series A, B and C
preferred shares,
         respectively. Please tell us the basis of your conclusion that they
are not considered
         qualitatively substantive. In addition, please tell us your
consideration of ASC 718-20-35
         in measuring the modification of preferred shares.
Note 17 Collaboration Agreements, page F-51

15.      You disclose that the transaction price of the Modified Arrangement
included the deferred
         revenue balance related to the unsatisfied performance obligations
prior to the termination
         plus the incremental consideration received under the License
Agreements. Please tell us
         your accounting complies with ASC 606-10-25-13 given your
determination that certain
 Frank D. Lee
Forma Therapeutics Holdings, Inc.,
May 5, 2020
Page 4
      promised goods and services under the Modified Arrangement were distinct
from those
      already provided under the terminated agreements, while others were not
distinct.
16.   You disclose that your transaction price for the Modified Arrangement
included $147.8
      million related to deferred revenue of the partially satisfied
obligations prior to the
      termination of the Celgene collaboration agreements. Please reconcile
this with your
      deferred revenue rollforward on page F-59 as well as your table on page
F-23 illustrating
      the impact of the adoption of ASC 606, both of which present deferred
revenue balances
      of $95.3 million as of January 1, 2019. Please also explain the
cumulative adjustment
      related to the impact of the adoption of ASC 606 on your deferred revenue
balance.
17.   You disclose that you recognize revenue over time for each performance
obligation using
      an input method based on a measure of cost incurred relative to total
estimated cost for the
      technology transfer activities. You further disclose that all technology
transfer activities
      were completed and all license rights were transferred under the Modified
Arrangement
      during 2019. As it would appear that all performance obligations related
to the Modified
      Arrangement were satisfied during 2019, please tell us why only $96.5
million of the
      $232.9 million transaction price was recognized as revenue during 2019.
General

18.   Please supplementally provide us with copies of all written
communications, as defined in
      Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
      present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
      not they retain copies of the communications.
       You may contact Christie Wong at 202-551-3684 or Angela Connell at
202-551-3426 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Irene Paik at 202-551-6553 with any other questions.



                                                            Sincerely,
FirstName LastNameFrank D. Lee
                                                            Division of
Corporation Finance
Comapany NameForma Therapeutics Holdings, Inc.,
                                                            Office of Life
Sciences
May 5, 2020 Page 4
cc:       Gabriela Morales-Rivera
FirstName LastName