September 11, 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 limited our review of your filing to the financial statements
and related
disclosures 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 ten 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.

Form 20-F for the Fiscal Year Ended December 31, 2017

Form 6-K for the Six-Month Period Ended June 30, 2018
Notes to the Unaudited Condensed Consolidated Financial Statements
8. Deferred Revenue, page 13

1.     You state that in December 2016 you entered into the Incyte
collaboration and license
       agreement, whereas Incyte agreed to pay the company a $120 million
non-refundable
       upfront payment, and under the share subscription agreement, Incyte
agreed to purchase
       3.2 million common shares at a price per share of $25. You recorded a
forward contract
       to sell your shares, which was recorded as a derivative with a fair
value of 31.4 million.
 John Crowley
Merus N.V.
September 11, 2018
Page 2
         In January 2017, Incyte purchased the shares for $80 million. Both the
upfront license
         payment and the derivative financial asset are being amortized as
revenue over the total
         period for which the Company expects to provide access to its
proprietary technology.
         Please address the following:

             Tell us why you believe it is appropriate to amortize the
derivative as deferred revenue
             over the nine year research term, particularly your basis for not
extinguishing the
             derivative financial liability upon completion of the share
subscription.
             Tell us how you accounted for the premium that Incyte agreed to
pay for your
             common stock on the date of the agreement.
             With your adoption of IFRS 15, you are now recognizing revenue
from the up-front
             license fee and derivative over the research term of nine years,
while previously you
             had been recognizing this revenue over the contractual term of 21
years. Please
             describe the key factors underlying this change in revenue
recognition, particularly
             why apparent other performance obligations implicit in your
previous 21-year
             recognition period no longer appear to be relevant. In this
regard, tell us the
             significant terms of the collaboration and license and share
subscription agreements
             and how you determined that there is a single performance
obligation.
       In closing, 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.

       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
September 11, 2018 Page 2                                      Office of
Healthcare & Insurance
FirstName LastName