December 20, 2018

John Crowley
Chief Financial Officer
Merus N.V.
Yalelaan 62
3584 CM Utrecht
The Netherlands

       Re: Merus N.V.
           Form 20-F for the Fiscal Year Ended December 31, 2017
           Filed April 30, 2018
           Form 6-K for the Six-Month Period Ended June 30, 2018
           Filed August 10, 2018
           File No. 001-37773

Dear Mr. Crowley:

        We have reviewed your December 3, 2018 response to our comment letter
and have the
following comment. In our comment, we may ask you to provide us with
information so we may
better understand your disclosure.

       Please respond to the comment within 10 business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comment applies to your facts and circumstances, please tell us why in your
response.

      After reviewing your response to the comment, we may have additional
comments. Unless we note otherwise, our references to prior comments are to
comments in
our November 1, 2018 letter.

Form 6-K for the Six-Month Period Ended June 30, 2018

Notes to Unaudited Condensed Consolidated Financial Statements
8. Deferred Revenue, page 13

1.     We acknowledge the information provided in your response to comment 1.
Please address
       the following for us so we may further evaluate your accounting
treatment for the Incyte
       collaboration and license agreement and share subscription agreement.
         The effective date and measurement date for the Incyte collaboration
and license
           agreement and share subscription agreement appears to be January 23,
2017, based on
           Section 15.16 of the collaboration and license agreement and
Sections 2.1 and 6.1 of
 John Crowley
Merus N.V.
December 20, 2018
Page 2
             the share subscription agreement. Explain why the deferred revenue
and forward
             contract were recorded on December 20, 2016.
             You state on page 4 that control of the license was not
transferred in 2016. Tell us if
             control of the license transferred on January 23, 2017 upon
closing of the share
             subscription agreement.
             Quantify the amount of foreign currency risk reflected in the fair
value for the forward
             contract at December 20, 2016.
             Notwithstanding the above, explain the factors supporting your
statement on page 3 of
             your response letter that "it was reasonable for the linked Incyte
Agreements to
             include the positive fair value of the forward contract (asset) as
part of the
             consideration and transaction price for the Company's technology,"
particularly in
             view of the fact that Incyte's ultimate share purchase price
approximated $25 per
             share. In this regard, tell us whether or not you considered the
premium for the share
             subscription agreement as variable consideration and your
consideration of constraints
             pursuant to IFRS 15.56. Also tell us your consideration of
re-evaluating the transaction
             price at the end of each period pursuant to IFRS 15.87-90.
             You state that the forward contract was considered a freestanding
derivative since it
             was embodied in a separate, enforceable legal agreement and met
all three criteria in
             paragraph 9 of IAS 39. We note that the share subscription
agreement refers to the
             collaboration agreement and vice versa throughout the agreements.
Tell us why those
             references do not prevent the agreements from being treated as
separate stand alone
             agreements.
       You may contact Frank Wyman at (202) 551-3660 or Mary Mast at (202)
551-3613 with
any questions.



FirstName LastNameJohn Crowley                                 Sincerely,
Comapany NameMerus N.V.
                                                               Division of
Corporation Finance
December 20, 2018 Page 2                                       Office of
Healthcare & Insurance
FirstName LastName