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                              August 20, 2021

       Denise Scots-Knight, Ph.D.
       Chief Executive Officer
       Mereo Biopharma Group plc
       Fourth Floor
       One Cavendish Place
       London W1G 0QF UK

                                                        Re: Mereo Biopharma
Group plc
                                                            Registration
Statement on Form F-3
                                                            Filed August 5,
2021
                                                            File No. 333-258495

       Dear Dr. Scots-Knight:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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 amending your registration
statement and providing the
       requested information. 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 registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form F-3 filed August 5, 2021

       General

   1.                                                   It appears that the
offering of ordinary shares by the selling shareholders is being made in
                                                        reliance upon General
Instruction I.B.3 of Form F-3, which covers "outstanding securities
                                                        to be offered for the
account of any person other than the issuer." Please provide a legal
                                                        analysis of why it is
appropriate to register the resale of 1,349,692 ordinary shares
                                                        issuable to AstraZeneca
AB at this time. In this regard, we note your disclosure that
                                                        your amended
subscription agreement with AstraZeneca provides that AstraZeneca can
                                                        subscribe for the
second and third tranches only after certain subscription conditions are
                                                        met. Also, please have
counsel revise its legal opinion to reflect that the shares covered
                                                        by the registration
statement are outstanding, or advise.
 Denise Scots-Knight, Ph.D.
Mereo Biopharma Group plc
August 20, 2021
Page 2

        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Deanna Virginio at 202-551-4530 or Joe McCann at
202-551-6262 with
any other questions.



                                                           Sincerely,
FirstName LastNameDenise Scots-Knight, Ph.D.
                                                           Division of
Corporation Finance
Comapany NameMereo Biopharma Group plc
                                                           Office of Life
Sciences
August 20, 2021 Page 2
cc:       David S. Bakst, Esq.
FirstName LastName