United States securities and exchange commission logo

                              July 13, 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,
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed July 9, 2020
                                                            File No. 333-239412

       Dear Dr. Patel:

             We have reviewed your amended registration statement and have the
       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 July
8, 2020 letter.

       Amendment No. 1 to Registration Statement on Form S-1 filed July 9, 2020

       RLY-4008, a selective inhibitor of FGFR2 , page 113

   1.                                                   We note your response
to comment 1 and your statement that you have removed any
                                                        references to these
comparisons. However, we note comparisons of RLY-4008 in pre-
                                                        clinical models to
other approved drugs or FGFR inhibitors in development on pages 116-
                                                        121 (e.g., figures 18,
19, 20, 21 and 23) 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. Please revise your disclosure to
                                                        include appropriate
context for these comparisons or remove them.
 Sanjiv K. Patel, M.D.
Relay Therapeutics, Inc.
July 13, 2020
Page 2
Notes to Consolidated Financial Statements
7. Convertible Preferred Stock
Conversion, page F-20

2.    Please confirm whether the mandatory conversion of your Series A and
Series B
      convertible preferred stock is subject to the minimum per share price of
$22.80 in the
      closing of a firm commitment underwritten public offering. If so, please
explain to us
      your assumption of automatic conversion given that your proposed offering
price range is
      below that amount.
3.    Please revise your disclosure of the conversion ratio of your preferred
stock to reflect the
      reverse stock split.
       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

FirstName LastNameSanjiv K. Patel, M.D.
                                                             Division of
Corporation Finance
Comapany NameRelay Therapeutics, Inc.
                                                             Office of Life
July 13, 2020 Page 2
cc:       Gabriela Morales-Rivera, Esq.
FirstName LastName