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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

July 30, 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 (expected to be renamed First Eagle Real Estate Debt Fund) (the “Fund”)

File Nos.: 333-276328 and 811-23925

Registration Statement on Form N-2

Dear Ms. Rowland:

Thank you for the Staff’s comments
regarding the Fund’s registration statement on Form N-2 (the “Registration Statement”) and the Fund’s related
responses to a prior set of Staff comments (the “June 2024 Response Letter”), each filed with the Securities and Exchange
Commission (the “Commission”) on June 17, 2024. This letter provides responses to the comments you provided to us orally
on July 12, 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”).

GENERAL

    1.
    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.

 2. COMMENT: The Fund is responsible for its own disclosure notwithstanding any of the Staff’s
comments or lack of comments.

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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 3. COMMENT: When the Fund files its responses to these comments, please also send the Staff
a blackline of the amended Registration Statement over email.

RESPONSE: The Fund will
send the Staff a blackline of the amended Registration Statement via email when it files its responses and the amended Registration
Statement.

JUNE 2024 RESPONSE LETTER

 4. COMMENT: You stated in response to Comment #16 in the June 2024 Response Letter that
the Fund does not expect to invest in Section 3(c)(1) or 3(c)(7) funds except for wholly owned subsidiaries and that the Land Banking
TRS and JV will not be treated as such. Please supplementally advise which wholly owned subsidiaries will rely on the Section 3(c)(1)
or 3(c)(7) exemptions.

RESPONSE: As noted below
in response to Comment #18, the Fund has determined to treat the Land Banking TRS as a consolidated subsidiary. Accordingly, the
Fund initially anticipates utilizing the following wholly owned subsidiaries that will rely on Section 3(c)(1) or 3(c)(7): (1)
the Land Banking TRS, (2) the domestic trust to be formed to hold the Residential Transitional Loans (the “RTL Trust”)
and (3) the Cayman TRS described in response to Comment #15 in the June 2024 Response Letter. At least one TRS that may be a wholly
owned subsidiary of the RTL Trust is expected to hold only real property (generally received through foreclosures arising from
the Residential Transitional Loans), which would not meet the definition of an “investment company” pursuant to Section
3(a) under the Investment Company Act of 1940, as amended (the “1940 Act”), and therefore would not need to rely on
Sections 3(c)(1) or 3(c)(7). The Fund may form additional wholly owned subsidiaries and TRS entities in the future.

PROSPECTUS

Cover Page

Investment Strategy

 5. COMMENT: Please note the Fund’s 80% policy that the “Fund will invest, under
normal market conditions, at least 80% of its Managed Assets (as defined in this prospectus) in a portfolio of public and private
real estate-related debt and debt-like investments.” Given the words “Real Estate Lending”, consider whether
the 80% policy needs to be revised to reflect the Fund’s investments in real estate loans specifically. Alternatively, the
name of the Fund should be revised to reflect the Fund’s broader investments, for example, in real estate-related debt and
debt-like investments.

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RESPONSE: In response to
the Staff’s comment, the Fund’s name is expected to be revised to “First Eagle Real Estate Debt Fund.”
Please note that effecting the name change, including for purposes of the Fund’s name recorded on the EDGAR system, will
take some time.

 6. COMMENT: Depending on how the Fund revises its 80% policy or name in response to comment
#5, the Fund also may need to revise its policy to invest “a majority of its Managed Assets (as defined in this prospectus)
in a portfolio of residential and residential-related real estate-related investments.”

RESPONSE: The Fund considers
the two investment policies to be consistent and does not believe a change will be required. For reference, the 80% investment
policy is focused on investments in real estate-related debt investments whereas the majority investment policy focuses
on investments in residential and residential-related real estate-related investments. The two thus work in tandem, with
the former tied to the Fund’s name and the names rule requirement and the latter adding a voluntary overlay that the Fund
will emphasize investment in the residential real estate sector.

 7. COMMENT: Please note the following disclosure: “These investments are expected
to include short-term mortgage loans of typically 12 to 36 months... homebuilding development financing... mezzanine financing
structured as subordinated debt... and public debt securities including, but not limited to, agency and non-agency residential
mortgage-backed securities and commercial mortgage-backed securities.” Please revise “expected to include” to
be more definitive (i.e., the disclosure should include all of the Fund’s anticipated, material investments).

RESPONSE: The Fund has
revised the referenced disclosure.

 8. COMMENT: Please note the following disclosure: “These investments are expected
to include...public debt securities, including, but not limited to, agency and non-agency residential mortgage-backed securities
(“RMBS”) and commercial mortgage-backed securities (“CMBS”) (collectively with other public debt securities,
“Securitizations”).” The reference to “public debt securities” appears to be too broad and would
not necessarily count towards the Fund’s 80% investment policy given the name of the Fund (“Real Estate Lending”-
now “Real Estate Debt”). Consider clarifying the disclosure to say that the only public debt the Fund will invest in
for purposes of the Fund’s 80% investment policy are real estate type investments, such as mortgage-backed securities and
securitizations that specifically represent interests in real estate loans.

RESPONSE: The Fund has
revised the referenced disclosure. The Fund may reserve discretion to invest in debt securities not related to its name and the
Fund’s 80% investment policy but agrees that deleting “but not limited to” in this instance will clarify

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that the referenced “public
debt securities” will only include RMBS and CMBS (again, for purposes of the Fund’s 80% investment policy).

Offering Price Table

 9. COMMENT: Please delete the language in footnote (b) disclosing the Fund’s agreement
to repay the Adviser for waived fees since it is disclosed elsewhere.

RESPONSE: The referenced
language has been deleted from footnote (b).

Bullet Point Risks

 10. COMMENT: Please add one or more bullet points summarizing the risks of more niche types
of investments (e.g., Credit Risk Transfer (“CRT”) securities).

RESPONSE: The Fund has
added the following bullet point:

 · “The Fund is exposed to potential credit losses from its investments in CRT securities. While
CRT securities generally are issued by or sponsored by government-sponsored enterprises, payment of principal on these securities
is not guaranteed. As an investor in a CRT security, the Fund may incur a loss if losses on the mortgage loans in the reference
pool exceed the credit enhancement on the underlying CRT security owned by the Fund or if an actual pool of loans experience losses.”

 11. COMMENT: The Fund deleted the language in the bullet points that the ultimate tax characterization
of the Fund’s distributions may not finally be determined until after the calendar year. Since this language does not appear
elsewhere, please confirm that it is not a risk.

RESPONSE: The Fund deleted
the bullet point regarding the Fund’s distribution policy, including that the Fund may distribute less than its REIT taxable
income during a taxable year (resulting in entity-level U.S. federal income tax to the Fund), or that the Fund may distribute more
than the Fund’s current and accumulated earnings and profits (resulting in a return of capital distribution to shareholders)
because of changes to the distribution policy.

The initial distribution policy
provided that “in order to maintain a more stable level of distributions than would result from paying out solely amounts
based on current net investment income, the Fund may distribute more or less than all of its net investment income earned in a
particular period to the extent consistent with maintaining its ability to qualify as a REIT.”  Based on that distribution
policy, there was heightened risk that the

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Fund could be subject to entity-level
U.S. federal income tax or that the shareholders would receive return of capital distributions.

However, since that time, the
Fund has revised and simplified its distribution policy to provide that “[t]he Fund intends to make regular monthly distributions
of all of its net investment income to shareholders.”  As a result, the likelihood of the Fund’s current distribution
policy causing the risks described above is significantly diminished, justifying the removal of the bullet point.  The deletion
of the bullet point also is consistent with disclosure by other REITs that have a similar policy to distribute all of their net
investment income to shareholders each year.

Lastly, the tax considerations
to the Fund and its shareholders in the event the Fund distributes less than its REIT taxable income during a taxable year or distributes
more than its current and accumulated and profits is already addressed in the tax disclosure.

See the Prospectus—Certain
U.S. Federal Income Tax Matters—Taxation of Taxable U.S. Shareholders—Distributions (“Distributions in excess
of the Fund’s current and accumulated earnings and profits will not be taxable to a U.S. shareholder to the extent that they
do not exceed the adjusted tax basis of the U.S. shareholder’s shares in respect of which the distributions were made, but
rather will reduce the adjusted tax basis of those shares. To the extent that such distributions exceed the adjusted tax basis
of an individual U.S. shareholder’s shares, they will be included in income as long-term capital gain, or short-term capital
gain if the shares have been held for one year or less.”); see also the Prospectus—Certain U.S. Federal Income Tax
Matters—Taxation of Non-U.S. Shareholders—Non-Dividend Distributions (“Distributions by the Fund to a non-U.S.
shareholder that are neither attributable to gains from sales or exchanges of USRPIs (“USRPI Capital Gains”) nor designated
as capital gains dividends and that are in excess of the Fund’s current and accumulated earnings will not be taxable to the
extent that such distributions do not exceed the non-U.S. shareholder’s adjusted basis in the Common Shares.  Instead,
the excess portion of the distribution will reduce the non-U.S. shareholder’s adjusted basis of such Common Shares.
Distributions that are neither attributable to USRPI Capital Gains nor designated as capital gains dividends and that are in excess
of the Fund’s current and accumulated earnings and profits and exceed the non-U.S. shareholder’s adjusted basis in
the Common Shares will be treated as gain from the sale of its stock, the tax treatment of which is described below under “—Dispositions
of Common Shares.””).

See the SAI—MATERIAL
U.S. FEDERAL INCOME TAX CONSIDERATIONS—U.S. Federal Income Tax Considerations as a REIT—Taxation of REITs in General
(“The Fund will be taxed at regular U.S. federal corporate income tax rates on any undistributed income, including undistributed
net capital gains.”); see also the SAI—MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS—U.S. Federal Income Tax
Considerations as a REIT—Annual Distribution Requirements (“To the extent that the

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Fund distributes at least 90%,
but less than 100%, of its “REIT taxable income,” as adjusted, the Fund will be subject to tax at the regular corporate
tax rate on the retained portion.”).

Prospectus Summary

Investment Objective and Principal
Strategies

 12. COMMENT: Please note disclosure in the paragraph beginning “The kinds of Securitizations
in which the Fund may invest” references “other asset-based securities”. Please clarify in the disclosure that
these other asset-based securities must be in the real estate industry/backed by real estate if this is part of the 80% investment
policy.

RESPONSE: The referenced
disclosure has been revised to clarify that the referenced “other asset-backed securities” are not included in the
Fund’s 80% investment policy.

 13. COMMENT: Please note the reference to CRT securities. Please advise whether these CRT
securities will include equity tranches, and, if so, consider disclosing that here or consider adding additional disclosure to
the risk factor.

RESPONSE: The Fund confirms
that the referenced CRT securities will not include equity tranches.

Additional comments related to the names
rule

 14. COMMENT: Please note the following disclosure: “The Fund will also target the industries
of companies that are related to these types of properties and assets, such as those that relate to production of such properties
and assets, or products or services supporting such properties and assets. These industries may include basic materials, energy,
and utilities as well as related suppliers and similarly connected businesses.”

    a.
    Please clarify what type of investments the Fund is targeting and how these investments are consistent with a real estate-related
investment strategy.

RESPONSE: The Fund has revised
the referenced disclosure to indicate that these investments (“basic materials, energy, and utilities”) generally will
not be counted for purposes of the Fund’s 80% investment policy. See also the Fund’s response to Comment 16 below.

 b. It appears that these investments are outside the 80% policy [i.e., not suggested by the name].
If so, please clarify in the disclosure that they will not be counted for purposes of compliance with the 80% policy.

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RESPONSE: The Fund has revised
the referenced disclosure to indicate that these investments generally will not be counted for purposes of the Fund’s 80%
investment policy.

 c. If these types of investments are counted towards the 50% (majority of investments) policy (noted
above), please clarify the disclosure accordingly.

RESPONSE: The Fund has revised
the referenced disclosure to indicate that these investments generally will not be counted towards the Fund’s 50% investment
policy.

 15. COMMENT: Please note the following disclosure: “The Fund expects to make Land Banking
investments through Non-Consolidated TRSs and at times will invest in real estate indirectly”. Please be more definitive
about what constitutes a real estate-related indirect business. Some of the businesses in this paragraph do not appear to be real
estate-related, e.g., “market participants that may own land, equipment fixed on land (such as data centers, solar arrays
or cell signal towers or equipment), or mortgages.”

RESPONSE: The Fund believes that
a business that owns land, equipment fixed on land (such as data