United States securities and exchange commission logo

                             July 8, 2020

       Sanjiv K. Patel, M.D.
       President and Chief Executive Officer
       Relay Therapeutics, Inc.
       399 Binney Street, 2nd Floor
       Cambridge, MA 02139

                                                        Re: Relay Therapeutics,
Statement on Form S-1
                                                            Filed June 24, 2020
                                                            File No. 333-239412

       Dear Dr. Patel:

              We have reviewed your 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 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

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our June
18, 2020 letter.

       Registration Statement on Form S-1 filed June 24, 2020

       Our solution, RLY-1971, page 105

   1.                                                   We note your response
to comment 15 and do not agree with your conclusion that these
                                                        comparisons are
appropriate without additional disclosure that provides appropriate
                                                        context for investors,
e.g., as a non-exhaustive list, discussion that highlights the early
                                                        stage nature of your
RLY-4008 program, differing dosages and patient populations and, as
                                                        referenced in your
response, that you will need to generate the bulk of the clinical data
                                                        necessary to support
marketing approval.
 Sanjiv K. Patel, M.D.
FirstName   LastNameSanjiv K. Patel, M.D.
Relay Therapeutics,  Inc.
July 8, 2020NameRelay Therapeutics, Inc.
July 8,2 2020 Page 2
FirstName LastName
Our clinical development plan, page 112

2.       We note your response to comment 14 and your disclosure on page 3 that
you are
         evaluating the safety and tolerability of RLY-1971 in a Phase 1 dose
escalation study.
         Please expand your disclosure to state the current size of the
clinical trial population.
Collaboration and License Agreement with D. E. Shaw Research, LLC, page 133

3.       We note your response to comment 16. Please revise the summary to
clearly state that
         RLY-1941 is currently co-owned with D. E. Shaw Research and explain
         development and commercialization rights.
        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

       You may contact Rolf Sundwall at 202-551-3105 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jeffrey Gabor at 202-551-2544 or Christine Westbrook at 202-551-5019
with any other


                                                                Division of
Corporation Finance
                                                                Office of Life
cc:      Gabriela Morales-Rivera, Esq.