SecProbe.io

August 29, 2014

Via E -mail
Daniel de Boer
Chief Executive Officer
ProQR Therapeutics B.V.
Darwinweg 24
2333 CR Leiden
The Netherlands

Re: ProQR Therapeutics B.V.
Registration Statement on Form F -1
Filed August 14, 2014
  File No. 333 -198151

Dear Mr. de Boer :

We have reviewed your registration statement  and have the following comment .

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comment appl ies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statem ent and the information you
provide in response to this comment, we may have  additional comments.

Form F -1

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies and Significant Judgments and  Estimates
Share -Based Compensation
Valuation of our ordinary shares, page 63

1. Please explain why the fair values of your ordinary shares as of January 1, 2014,
January 14, 2014 and February 1, 2014 of 158.83, 177.31 and 202.98, respectively, as
disclosed  on page F -7, are not reflected in the table on page 65.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applic able Securities  Act rules require.   Since the company and its management are in

Daniel de Boer
ProQR Therapeutics B.V.
August 29, 2014
Page 2

 possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority,  declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any p erson under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above r egistration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Vanessa Robertson at (202) 551 -3649  or Mark Brunhofer at (202) 551 -
3638  if you have  questions regarding comments on the financial statements and related matters.
Please contact Johnny Gharib at (202) 551 -3170, Bryan Pitko at (202) 551 -3203 or me at (202)
551-3715  with any other questions.

Sincerely,

 /s/ Bryan J. Pitko for

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Mitchell S. Bloom, Esq.
Goodwin Proctor LLP