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                              June 22, 2020

       Chris Hollowood
       Executive Chairman
       Freeline Therapeutics Holdings Ltd
       Stevenage Bioscience Catalyst
       Gunnels Wood Road
       Stevenage, Hertfordshire SG1 2FX

                                                        Re: Freeline
Therapeutics Holdings Ltd
                                                            Amendment No. 1 to
Draft Registration Statement on Form F-1
                                                            Submitted June 12,
2020
                                                            File No. 377-03158

       Dear Dr. Hollowood:

             We have reviewed your amended draft offering 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 offering statement or publicly filing your offering
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 any amendment
       to your draft offering statement or filed offering statement and the
information you provide in
       response to these comments, we may have additional comments.

       Amendment No. 1 to Draft Registration Statement on Form F-1

       Summary
       Our Strengths, page 6

   1.                                                   We note your response
to comment 5, which we reissue. Please remove statements
                                                        claiming that your
therapeutic solutions and technology have the potential to be "best-in-
                                                        class." This term
suggests that your product candidates are effective, likely to be approved
                                                        and compare favorably
to competitive products. It is premature for you to make such
                                                        statements or
implications.
   2.                                                   We note your response
to comment 6, which we reissue. We note that on page 169 of the
                                                        document, you disclose
that you face "substantial competition from many different
                                                        sources" in the gene
therapy and inherited systemic disease fields, including established
 Chris Hollowood
Freeline Therapeutics Holdings Ltd
June 22, 2020
Page 2
      pharmaceutical companies and other clinical-stage biotechnology companies
that are
      developing therapies in your targeted indications. We also note that your
product
      candidates are still at an early stage of development and that you have
yet to complete a
      clinical trial for either of your lead candidates. Please explain why you
are a leader in
      developing potential treatments for inherited systemic diseases or revise
your disclosure.
       You may contact Christie Wong at 202-551-3684 or Al Pavot at
202-551-3738 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Alan Campbell at 202-551-4224 or Celeste Murphy at 202-551-3257 with
any other
questions.



                                                            Sincerely,
FirstName LastNameChris Hollowood
                                                            Division of
Corporation Finance
Comapany NameFreeline Therapeutics Holdings Ltd
                                                            Office of Life
Sciences
June 22, 2020 Page 2
cc:       Marcel Fausten
FirstName LastName