SecProbe.io

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    Sidley Austin LLP

        787 Seventh Avenue

        New York, NY 10019

        +1 212 839 5300

        +1 212 839 5599 Fax

        AMERICA  •  ASIA
        PACIFIC  •  EUROPE

        +1 212 839 8673

        NGREENE@sidley.com

June 17, 2024

Emily Rowland

Senior Counsel

U.S. Securities and Exchange Commission

Division of Investment Management

100 F. Street, N.E.

Washington, DC 20549

Re:   First Eagle Real Estate Lending Fund (the “Fund”)

  File Nos.: 333-276328 and 811-23925

  Registration Statement on Form N-2

Dear Ms. Rowland:

Thank you for your comments regarding the Fund’s
registration statement on Form N-2, filed with the Securities and Exchange Commission (the “Commission”) on December
29, 2023 (the “Registration Statement”). This letter provides the requested responses to your comments, which you provided
to us in writing on January 29, 2024. All capitalized terms not otherwise defined herein have the meaning given to them in the
Registration Statement.

We have made the applicable changes in the
attached filing pursuant to Rule 486(a) under the Securities Act of 1933, as amended (the “Securities Act”).

Capitalized terms used herein, but not otherwise
defined, have the meaning ascribed to them in the Registration Statement.

GENERAL

 1. COMMENT: We note that the Registration Statement is missing information and exhibits
and contains numerous sections that indicate that they will be added, completed or updated by amendment. Please expect comments
on such portions when you add, complete or update them in any pre-effective amendment, on disclosures made in response to this
letter, on information supplied supplementally, or on exhibits filed in any pre-effective amendment. Please plan accordingly.

RESPONSE: Noted.

Sidley Austin (NY) LLP is a Delaware limited
liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.

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    2.
    COMMENT:	Where a comment is made with regard to disclosure in one location, it is applicable to all similar disclosure
appearing elsewhere in the Registration Statement. Please make all conforming changes.

RESPONSE: Noted.

 3. COMMENT: We note that the Registration Statement discloses requests for exemptive relief
(e.g., multi-class relief). Please advise us as to the status of the application disclosed in the Registration Statement and whether
you have submitted or expect to submit any other exemptive applications or no-action requests in connection with the Registration
Statement.”

    RESPONSE: The Fund intends to rely on the multi-class relief previously granted to
    First Eagle Credit Opportunities Fund (“FECOF”). The exemptive application and order for FECOF can be found at
    the following links, respectively: Application - https://www.sec.gov/Archives/edgar/data/1075919/000110465920085384/a20-25163_140app.htm,
    Order - https://www.sec.gov/files/rules/ic/2020/ic-34126.pdf. We think that the exemptive
    relief for FECOF covers the Fund, as well as the Adviser and Subadviser by virtue of the following language of the application:

    “Applicants request that the Order also apply to any continuously offered registered closed-end management investment company that has
been previously organized or that may be organized in the future for which the Adviser or the Distributor or any entity controlling,
controlled by, or under common control with the Adviser or the Distributor, or any successor in interest to any such entity,1
acts as investment adviser or principal underwriter, respectively, and which operates as an interval fund pursuant to Rule
23c-3 under the 1940 Act or provides periodic liquidity with respect to its Shares pursuant to Rule 13e-4 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) (each, a “Future Fund,” and together with the Initial
Fund, the “Funds”). Any of the Funds relying on this relief in the future will do so in compliance with the terms
and conditions of this application (the “Application”). Applicants represent that each entity presently intending
to rely on the requested relief is listed as an Applicant.” (emphasis added).

 4. COMMENT: Please tell us if you have presented or will present any “test the waters”
materials to potential investors in connection with this offering. If so, please provide us with copies of such materials.

    RESPONSE: The Fund does not currently plan to present any “test the waters” materials to potential investors in connection with
this offering.

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 5. COMMENT: On the facing sheet, please uncheck the box “when declared effective pursuant
to section 8(c) of the Securities Act,” as that section relates to post-effective amendments.

    RESPONSE: The referenced box on the facing sheet has been unchecked.

PROSPECTUS

Cover Page

 6. COMMENT: We note that the cover page is quite long. Please review and consolidate the
cover page by reducing repetitive disclosures and removing information that impedes the understanding of the information required
by Item 1 (e.g., consolidate repetition in the Investment Strategy; delete the discussion (including the footnote) of the Adviser’s
and Subadviser’s assets under management; concisely summarize the Fund’s use of leverage and add a cross reference
to the lengthier Prospectus disclosure of the risks of using leverage, pursuant to Item 1.1.j and Guidelines to Form N-2, Guide
6; remove duplicative disclosures about the classes of securities offered and the relief sought; and shorten footnote (b)).

   RESPONSE: The Fund has consolidated
the disclosure on the cover page and has also deleted the referenced disclosures.

 7. COMMENT: The disclosure states that the Fund is offering two classes of Common Shares
and that the Fund has been granted exemptive relief from the Securities and Exchange Commission (“SEC”) that permits
the Fund to issue multiple classes of shares and to impose asset-based distribution fees and early-withdrawal fees. Please revise
the Registration Statement here and throughout to remove language that the SEC has granted such relief, and state, if true, that
the Fund has applied for such relief and there is no assurance that the Fund will be granted the exemptive order. Also state which
Class of shares the Fund will offer until/if such relief is granted.

   RESPONSE: Please see response
to Comment #3.

 8. COMMENT: We note the Fund’s objective includes a reference to residential and commercial
real estate investments. Please consider whether the term “-related” should be added to the end of “real estate”
given the fund’s name and strategies suggest its focus is on lending and other debt investments. Please also clarify in the
Prospectus whether the Fund will invest directly in real property. If yes, please disclose how such investments will be structured
and provide corresponding strategy disclosure. Please also disclose what percentage of the Fund’s portfolio will consist
of real property. We may have additional comments.

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   RESPONSE: The Fund has amended
the referenced language in the investment objective. The Fund expects to invest indirectly in real estate through a non-consolidated
taxable REIT subsidiary as part of the Fund’s Land Banking strategy as described in greater detail in our response to Comment
15 and in the Investment Objective and Principal Strategies section of the Fund’s prospectus. The Fund does not expect its
investment in real property to exceed 20% of its portfolio.

 9. COMMENT: Please specify the amount of securities to be offered. See Item 1.1.c.

   RESPONSE: The Fund respectfully
submits that Item 1.1.c is not applicable to the Fund, which is an interval fund, because it is automatically deemed to have registered
an indefinite amount of securities pursuant to Section 24(f) of the Investment Company Act of 1940, as amended (the “1940
Act”) as provided in Rule 23c-3(e) under the 1940 Act.

 10. COMMENT: Please revise the second sentence of “Investment Strategy” here
and throughout the Registration Statement to state that “[t]hese investments are” rather than “these investments
can include”, and revise the disclosure to include additional principal investments, if applicable. The Fund’s disclosure
must state its actual principal strategies.

   RESPONSE: The referenced disclosure has been revised to state that “[t]hese investments
                                                                are expected to include”. The Fund’s actual principal strategies are included in this disclosure.

 11. COMMENT: Please add the following to the bullet point on the cover: “For Class
A-2, an investor will pay a sales load of up to [_]% and offering expenses of up to [_]% on the amounts it invests. If you pay
the maximum aggregate [__]% for sales load and offering expenses, you must experience a total return on your net investment of
[__]% in order to recover these expenses.”

   RESPONSE: The following disclosure
has been added as requested:

    “For Class A-2 Shares and Class
A-4 Shares, an investor will pay a sales load of up to [__]% on the amounts it invests. If you pay the maximum aggregate [__]% for
sales load, you must experience a total return on your net investment of [__]% in order to recover these expenses.”

 12. COMMENT: Please shorten the “Risks” bullet points by consolidating the bullet
points that cover the same risks (or delete them if repetitive). For example: consider consolidating the first and fourth bullet
points; and deleting the tenth and last bullet points as repetitive of the other cover risk disclosures.

   RESPONSE: The referenced disclosure
has been revised as requested.

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 13. COMMENT: In the second risk bullet point, please delete “all of,” given limited
opportunities for redemptions.

   RESPONSE: The referenced disclosure
has been revised as requested.

 14. COMMENT: In the fifth risk bullet point, please add “, if any,” after “a
certain level of distributions”. Please also add “[t]he Company may pay distributions in significant part from sources
that may not be available in the future and that are unrelated to the Company’s performance.”

   RESPONSE: The referenced disclosure
has been revised as requested.

Prospectus Summary

General Comment

 15. COMMENT: Please supplementally explain whether the Fund will utilize any subsidiaries
other than the wholly owned Subsidiary identified in the Registration Statement. For these purposes, a “subsidiary”
is any entity (regardless of whether or not the Fund set up the entity) primarily controlled by the Fund, and that primarily engages
in investment activities in securities or other assets. “Primarily controlled” as used herein means (1) the Fund controls
the unregistered entity within the meaning of Section 2(a)(9) of the 1940 Act, and (2) the Fund’s control of the unregistered
entity is greater than that of any other person. For any entities not wholly owned, please supplementally describe the ownership
structure. We may have more questions or comments based on your responses to these questions.

   RESPONSE: In addition to a wholly-owned
                                                                subsidiary that might be formed in connection with the Fund’s financing arrangements (with no specific terms or financing
                                                                counterparty identified at this time), the Fund currently expects to utilize the following types of investment subsidiaries.

One type of investment subsidiary would be a
Delaware or other domestic trust formed to hold the Residential Transitional Loans described in the Investment Objective and Principal
Strategies section. It is anticipated that such trust will be taxed as a disregarded entity and will be wholly-owned by the Fund.
The only unaffiliated third party present in the trust structure would be a U.S. national bank acting as directed trustee. Given
the bank trustee acts only at the direction of the Fund and provides solely administrative services, the Fund considers the trust
to be a wholly controlled subsidiary.

Another type of investment subsidiary would be one or more
Delaware or other domestic limited liability companies that would operate as taxable REIT subsidiaries. Initially, it is anticipated that
                                         a taxable REIT subsidiary (the “Land Banking TRS”) will enter into a joint
                                         venture (itself likely organized as a Delaware limited liability company) to hold real
                                         estate with a local operating partner in connection with the Land Banking Loans described
                                         in the Investment Objective and Principal Strategies section. Such joint property venture
                                         may be 99% owned by the Land Banking TRS, with the operating partner having a 1% economic
                                         interest1, possibly also serving as the LLC’s managing member and effectively
                                         having a 50% voting interest in major decisions of the joint property venture. While
                                         the operating partner will not have any economic interest in the Land Banking TRS, such
                                         operating partner of the joint property venture is expected to have a 50% voting interest
                                         in major decisions of the Land Banking TRS as well. Accordingly, the operating partner
                                         and the Fund will equally share voting control over the Land Banking TRS’ and the
                                         joint venture’s operations. Such third party operating partner will act as a property
                                         servicer with the responsibility to ensure agreed property development timetables and
                                         benchmarks are met. The third party operating partner/property servicer is expected to
                                         be paid an ongoing property management fee based on the value of the property and incentive
                                         compensation at the conclusion of the venture (likely, a percentage of profits after
                                         a preferred return). Because the Fund will not primarily control the Land Banking TRS
                                         and the joint venture, the Land Banking TRS and the joint venture will not be consolidated
                                         with the Fund for accounting purposes and for the avoidance of doubt will not be a “subsidiary”
                                         for purposes of this Comment 15 (or Comment 24 discussed below).

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    In addition to the above:
                                         (i) certain hedging transactions may be entered into through an entity formed in the
                                         Cayman Islands that elects to be a taxable REIT subsidiary of the Fund (“Cayman
                                         TRS”). Such Cayman TRS would be wholly-owned by the Fund and consolidated with
                                         the Fund for accounting purposes and would be a “subsidiary” for purposes
                                         of this Comment 15 (and Comment 24 discussed below); and (ii) the Fund also may own any
                                         U.S. real property acquired through foreclosure (or deed in lieu of foreclosure) of a
                                         mortgage encumbering the real property through one or more consolidated TRSs.

 16. COMMENT: Please confirm supplementally whether, and if so, the extent to which, the Fund
will invest in private funds that rely on section 3(c)(1) or 3(c)(7) of the 1940 Act. We may have