November 1, 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 September 25, 2018 response to our comment letter
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 these comments 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
comments apply to your facts and circumstances, please tell us why in your
response.

      After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to
comments in our
September 11, 2018 letter.

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

1.    We acknowledge the information provided in your response. Please address
the following
      for us so we may further evaluate your accounting treatment for the
Incyte collaboration
      and license and share subscription agreements.
 John Crowley
Merus N.V.
November 1, 2018
Page 2

             You accounted for the agreements as a single contract based on the
criteria you
             discussed on page 2 of your response. Clarify for us whether you
deemed the forward
             contract to be a free-standing derivative or an embedded
derivative and your basis
             thereof.
             Explain to us why the deferred revenue recorded in the forward
contract was included
             in the transaction price of the collaboration and license
agreement instead of being
             accounted for separately in connection with the derivative under
IAS 39.
             Provide us an analysis that supports your initial valuation of the
forward contract,
             which amounted to $32.6 million at December 20, 2016. If this
amount includes an
             amount for the difference between the market price of your stock
at December 20,
             2016 and the price agreed to be paid by Incyte, provide us an
analysis supporting your
             measurement and classification as a forward contract (asset) and
deferred revenue for
             this difference at December 20, 2016.
             Explain to us how you calculated the changes in fair value through
December 31, 2016
             and through January 23, 2017, when the forward contract was
settled and the shares
             sold to Incyte.
2.       You state on page 6 that the substance of the arrangement with Incyte
is to collaborate on
         the development and commercialization of up to 11 bispecific antibody
programs, and the
         Company retains significant risks and rewards of ownership and
continues to earn
         additional revenues based on the performance of its platform
technology not only during
         the research and development phase but also during the
commercialization phase. Please
         explain to us your consideration of the risks borne by the Company and
its performance
         obligations, as previously determined under IAS 18, in your adoption
of IFRS 15. In
         addition, describe for us why your performance obligations with
respect to the managerial
         involvement during the commercialization phase, as determined under
IAS 18, did not
         impact your identification of performance obligations, as determined
under IFRS 15.



       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
November 1, 2018 Page 2                                       Office of
Healthcare & Insurance
FirstName LastName