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                                December 14, 2021

       Harith Rajagopalan, M.D., Ph.D.
       Chief Executive Officer
       Fractyl Health, Inc.
       17 Hartwell Avenue
       Lexington, MA 02421

                                                        Re: Fractyl Health,
Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted November
9, 2021
                                                            CIK 0001572616

       Dear Dr. Rajagopalan:

              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

       A Letter From Our Co-Founder, page iii

   1.                                                   We refer to the letter
from your co-founder. Please revise your presentation so that the
                                                        letter does not appear
in the forepart of the registration statement prior to your Summary.
   2.                                                   Please revise your
founder letter, page 1 of the Summary and page 123 of the Business
                                                        section to clarify the
source for the following three disclosures: (i) there will be 50 million
                                                        people in the United
States with type 2 diabetes in 2035, (ii) more than 50% of these
                                                        patients will have
poorly controlled disease and (iii) that we will be spending $2 trillion
                                                        per year combating T2D.
 Harith Rajagopalan, M.D., Ph.D.
Fractyl Health, Inc.
December 14, 2021
Page 2
Our Solution: Revita, page 2

3.       We note your statements here and elsewhere in the prospectus that (i)
Revita is intended to
         target the organ-level root cause of T2D with an endoscopic procedure
that does not
         require ongoing patient adherence and (ii) Revita does not rely on
perfect patient
         adherence or persistence to chronic therapy, unlike diet and lifestyle
interventions or
         pharmacologic management. Please revise your disclosure here and
elsewhere in the
         prospectus to clarify that your studies of the Revita system have
involved ongoing OADs
         and/or a GLP-1ra as well as lifestyle counseling, including a tailored
diet. Alternatively,
         please advise.
4.       Please tell us whether you are aware of independent, peer-reviewed
studies which
         characterize the dysfunctional duodenal mucosa as a root cause of T2D.
To the extent that
         these and similar statements throughout the prospectus, including on
page 116 and page
         130, where you refer to dysfunctional duodenal mucosa as a driver of
insulin resistance,
         are based on management's belief, please so state.
5.       We note your statement highlighting that Revita, in combination with
ongoing oral
         antidiabetic agents, or OADs, and/or a glucagon-like peptide-1
receptor agonist, and
         lifestyle counseling, has been observed to improve glucose control and
reduce the need for
         insulin for 18 to 24 months. With a view to revised disclosure, please
tell us your basis
         for making performance claims beyond 48 weeks. Based on your
disclosures on pages
         141-152, it is not clear that you have conducted any human trials that
assessed patients
         beyond 48 weeks or that any improvement measured by anyone beyond 48
weeks is
         statistically significant.
6.       Please revise your disclosure to indicate whether the "prototype
rendering" of the Revita
         console is the console that is being used in the Revitalize-1 trial.
7.       We note your discussion of the Breakthrough Device designation for
Revita. Please revise
         your disclosure here and throughout the prospectus where the
Breakthrough Device
         designation is mentioned to clarify that the process of medical device
development is
         inherently uncertain and that there is no guarantee that this
designation will accelerate the
         timeline for approval or make it more likely that Revita will be
approved. Also, revise the
         prospectus, where appropriate, to disclose, if known, which of the
four criteria discussed
         on page 161 served as the basis for Revita's designation.
Our  Development
FirstName          Pipeline, page
           LastNameHarith         5
                             Rajagopalan,  M.D., Ph.D.
Comapany
8.         NameFractyl
       Please revise yourHealth,
                          pipelineInc.
                                    chart with respect to Rejuva to show Phase
1, Phase 2 and
       Phase
December   14,32021
                columns.
                    Page 2
FirstName LastName
 Harith Rajagopalan, M.D., Ph.D.
FirstName  LastNameHarith  Rajagopalan, M.D., Ph.D.
Fractyl Health, Inc.
Comapany14,
December   NameFractyl
              2021     Health, Inc.
December
Page 3    14, 2021 Page 3
FirstName LastName
Our Team, page 5

9.       We note that you identify certain entities as investors in your
company here and on page
         119. However, certain of these entities do not appear to be among your
principal
         stockholders as disclosed on page 203. If material, please expand your
disclosure to
         describe the nature of each such entity's investment in your company
and explain to us
         why including this information is appropriate. Please also explain in
the response your
         plans to update investors about any changes these entities make with
respect to their
         investments in your company. Alternatively, please remove these
entities from your
         disclosure.
What Sets Us Apart, page 6

10.      Please balance your summary that describes the advantages of your
product candidates
         with equally prominent disclosure regarding adverse results or
disadvantages. For
         instance, and without limitation, we note your disclosures elsewhere
in the prospectus that
         very few products utilizing gene transfer have been approved in the
U.S. or Europe and no
         gene therapy products that utilize an endoscopic method of
administration have been
         approved.
Summary Risk Factors, page 8

11.      Please revise the eighth risk factor on page 8 to explain that there
is uncertainty as to
         whether patients will need additional procedures in the future.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Research and Development expenses, page 107

12.      Please separately disclose in tabular form your R&D expenses incurred
for each year
         presented by product candidate or project.
Business, page 116

13.      We refer to your risk factor disclosure on page 40 indicating that you
have not yet studied
         the ability of Revita to be used in repeated procedures. Please revise
the Business section
         to discuss your plans for studying this area, including the timing of
the referenced study or
         studies relative to your plans to file a PMA application and
commercialize. To the extent
         that your plans do not call for studies in the near term, please
discuss whether the
         uncertainty cited in the risk factor could impact the scope of your
PMA approval, and
         explain in greater detail how it could have a material adverse impact
on clinical utility and
         commercial adoption.
 Harith Rajagopalan, M.D., Ph.D.
FirstName  LastNameHarith  Rajagopalan, M.D., Ph.D.
Fractyl Health, Inc.
Comapany14,
December   NameFractyl
              2021     Health, Inc.
December
Page 4    14, 2021 Page 4
FirstName LastName
Type 2 Diabetes Overview, page 124

14.      Please revise to provide the source for the figures presented in the
graphic at the top of
         page 124. Please also revise to provide sources for the data that
appear in the graphics on
         pages 134 and 135.
Clinical Data Overview: Revita, page 141

15.      Please revise your disclosure regarding the Revita-2 and the Revita
First-in-Human
         studies to clearly state whether (i) each study achieved its endpoints
and (ii) the reported
         reductions in HbA1c, MRI-PDFF, HOMA-IR and weight were statistically
significant.
Ongoing Revitalize-1 Pivotal Clinical Study, page 145

16.      We note that the primary efficacy endpoint for the Revitalize-1 study
occurs at 24 weeks.
         We note that this timeframe is shorter than for some of the completed
studies referenced
         in this section and for the performance claims highlighted in the
Summary. Please discuss
         the rationale for establishing the pivotal trial endpoint at 24 weeks
and your basis for
         determining, if true, that data at 24 weeks could support a finding of
durable
         effectiveness. To the extent that the scope of PMA approval or
commercialization is
         dictated or impacted by the 24-week timeframe, please revise to
discuss.
INSPIRE Pilot Study, page 150

17.      Please identify the investigators and indicate whether these results
have been published.
         Depending on your responses to this comment and comment 5 above, we
may have
         further comment.
Intellectual Property, page 155

18.      Please revise this section to reflect your disclosure on page 68
indicating that you are
         aware of (i) third-party patents and patent applications that may be
construed to cover
         your product candidates or technologies, including Revita and (ii)
pending patent
         applications that if they result in issued patents could be alleged to
be infringed by some
         of your product candidates or technologies, including Revita.
Executive and Director Compensation, page 191

19.      Please revise this section to describe your employment arrangements
with your named
         executive officers.
General

20.      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 copes of the communications.
 Harith Rajagopalan, M.D., Ph.D.
Fractyl Health, Inc.
December 14, 2021
Page 5

       You may contact Michael Fay at 202-551-3812 or Daniel Gordon at
202-551-3486 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Alan Campbell at 202-551-4224 or Joe McCann at 202-551-6262 with any
other
questions.



                                                       Sincerely,
FirstName LastNameHarith Rajagopalan, M.D., Ph.D.
                                                       Division of Corporation
Finance
Comapany NameFractyl Health, Inc.
                                                       Office of Life Sciences
December 14, 2021 Page 5
cc:       Nathan Ajiashvili
FirstName LastName