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                              July 13, 2020

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

                                                        Re: Freeline
Therapeutics Holdings Ltd
                                                            Amendment No. 3 to
Draft Registration Statement on Form F-1
                                                            Submitted July 6,
2020
                                                            File No. 377-03158

       Dear Dr. Hollowood:

             We have reviewed your amended 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.

       Amendment No. 3 to Draft Registration Statement submitted July 6, 2020

       Summary
       Our Pipeline, page 4

   1.                                                   We note that you have
changed the arrow positioning in your pipeline chart for FLT180a
                                                        to extend to the end of
Phase 1/2 even though your disclosure states that the Phase 1/2 trial
                                                        for FLT180a has not yet
been completed and that the pivotal clinical trial for FLT180a
                                                        will be a Phase 2b/3
trial. Please revert the arrow positioning here and on page 133 to
                                                        reflect the status of
the product candidate indicated by the disclosure.
 Chris Hollowood
Freeline Therapeutics Holdings Ltd
July 13, 2020
Page 2
Capitalization, page 106

2.    Please revise and reflect your Series C Financing on a Pro Forma basis in
the
      capitalization table.
       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
July 13, 2020 Page 2
cc:       Marcel Fausten
FirstName LastName