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Correspondence 0001193125-25-054192 from FRACTYL HEALTH, INC. (GUTS)

FRACTYL HEALTH, INC.
Date: March 13, 2025 · CIK: 0001572616 · Accession: 0001193125-25-054192

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File numbers found in text: 333-285522

Date
March 13, 2025
Author
Lisa A. Davidson
Form
CORRESP
Company
FRACTYL HEALTH, INC.

Letter

Re: Fractyl Health, Inc. Amendment No. 1 to Registration Statement on Form S-3 Filed March 13, 2025 File No. 333-285522 To whom it may concern: Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, Fractyl Health, Inc. (the “ Company ”) hereby respectfully requests that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-285522) be accelerated by the Securities and Exchange Commission to 4:00 p.m., Washington D.C. time, on March 18, 2025 or as soon as practicable thereafter. The Company requests that we be notified of such effectiveness by a telephone call to Jonathan Sarna of Latham & Watkins LLP at (312) 876-7686 and that such effectiveness also be confirmed in writing.

Fractyl Health, Inc. 3 Van de Graaff Drive, Suite 200 Burlington, MA 01803 March 13, 2025 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549

Very truly yours,
Fractyl Health, Inc.

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CORRESP
 1
 filename1.htm

 CORRESP

 Fractyl Health, Inc.
 3 Van de Graaff Drive, Suite 200
 Burlington, MA 01803 March 13, 2025
 Via EDGAR Securities and Exchange Commission
 Division of Corporation Finance Office of Life Sciences
 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Fractyl Health, Inc.
 Amendment No. 1 to Registration Statement on Form S-3
 Filed March 13, 2025
 File No. 333-285522
 To whom it may concern: Pursuant to Rule 461(a)
under the Securities Act of 1933, as amended, Fractyl Health, Inc. (the “ Company ”) hereby respectfully requests that the effective date of the Company’s Registration Statement on Form
 S-3 (File No. 333-285522) be accelerated by the Securities and Exchange Commission to 4:00 p.m., Washington D.C. time, on March 18, 2025 or as soon as
practicable thereafter. The Company requests that we be notified of such effectiveness by a telephone call to Jonathan Sarna of
Latham & Watkins LLP at (312) 876-7686 and that such effectiveness also be confirmed in writing.

 Very truly yours,

 Fractyl Health, Inc.

 By:

 /s/ Lisa A. Davidson

 Lisa A. Davidson

 Chief Financial Officer

 cc:
 Sarah Toomey, Fractyl Health, Inc.
 Nathan Ajiashvili, Latham & Watkins LLP
 Jonathan Sarna, Latham & Watkins LLP