SecProbe.io

CORRESP
 1
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 VIA EDGAR

 March 21, 2025

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Jessica Dickerson

 Re: ProQR Therapeutics N.V.
 Acceleration Request for Registration Statement on Form F-3

 File No. 333-285767

 Dear Jessica Dickerson:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the " Act "), ProQR Therapeutics N.V. (the " Company ") hereby
requests that the effective date and time of the above-referenced registration statement (the " Registration Statement ")
be accelerated to March 25, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter as possible. In making this acceleration request,
the Company acknowledges that it is aware of its responsibilities under the Act.

 Once the Registration Statement
is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Adam V. Johnson at (212) 459-7072. We also
respectfully request that a copy of the written order from the Securities and Exchange Commission (the " Commission ")
verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Adam V. Johnson,
by email to AdamJohnson@goodwinlaw.com.

 If you have any questions
regarding this request, please contact Adam V. Johnson of Goodwin Procter LLP at (212) 459-7072.

 Sincerely,

 pROQR
 thERAPEUTICS N.V.

 /s/ René Beukema

 René Beukema

 Chief Corporate Development Officer
 and General Counsel

 cc:
 Jurriaan Dekkers, ProQR Therapeutics N.V.

 Mitchell S. Bloom, Goodwin Procter LLP

 Adam V. Johnson, Goodwin Procter LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 20, 2025

Daniel de Boer
Chief Executive Officer
ProQR Therapeutics N.V.
Zernikedreef 9
2333 CK Leiden
The Netherlands

 Re: ProQR Therapeutics N.V.
 Registration Statement on Form F-3
 Filed March 13, 2025
 File No. 333-285767
Dear Daniel de Boer:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jessica Dickerson at 202-551-8013 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Adam V. Johnson, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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VIA EDGAR

October 8, 2024

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jessica Dickerson

 Re: ProQR Therapeutics N.V.

                                            Acceleration Request for Registration Statement on Form F-3

                                            File No. 333-282419

Dear Jessica Dickerson:

Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), ProQR Therapeutics N.V. (the “Company”)
hereby requests that the effective date and time of the above-referenced registration statement (the “Registration Statement”)
be accelerated to October 10, 2024, at 4:00 p.m., Eastern Time, or as soon thereafter as possible. In making this acceleration request,
the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement
is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Adam V. Johnson at (212) 459-7072. We
also respectfully request that a copy of the written order from the Securities and Exchange Commission (the “Commission”)
verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Adam V. Johnson,
by email to AdamJohnson@goodwinlaw.com.

If you have any
questions regarding this request, please contact Adam V. Johnson of Goodwin Procter LLP at (212) 459-7072.

    Sincerely,

    pROQR thERAPEUTICS
    N.V.

    /s/ René
    Beukema

    René Beukema

    Chief Corporate Development Officer and General
    Counsel

    cc:
    Jurriaan
    Dekkers, ProQR Therapeutics N.V.

    Mitchell
    S. Bloom, Goodwin Procter LLP

    Adam
    V. Johnson, Goodwin Procter LLP

October 7, 2024
Daniel de Boer
Chief Executive Officer
ProQR Therapeutics N.V.
2333 CK Leiden
The Netherlands
Re:ProQR Therapeutics N.V.
Registration Statement on Form F-3
Filed September 30, 2024
File No. 333-282419
Dear Daniel de Boer:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Dickerson at 202-551-8013 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Mitchell S. Bloom, Esq.

CORRESP
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PROQR THERAPEUTICS N.V.

Zernikedreef 9

2333 CK Leiden

The Netherlands

VIA EDGAR AND FEDERAL EXPRESS

April 20, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Arzhang Navai

 Re: ProQR Therapeutics N.V.

                                                                      Acceleration Request for Registration Statement on Form F-3

                                                                      File No. 333-270943

Dear Arzhang Navai:

Pursuant to
Rule 461 under the Securities Act of 1933, as amended (the “Act”), ProQR Therapeutics N.V. (the
“Company”) hereby requests that the effective date and time of the above-referenced registration statement (the
“Registration Statement”) be accelerated to April 24, 2023, at 4:00 p.m., Eastern Time, or as soon
thereafter as possible. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under
the Act.

Once the Registration Statement
is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling James Xu at (650) 752-3355. We also respectfully
request that a copy of the written order from the Securities and Exchange Commission (the “Commission”) verifying the
effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: James Xu, by email to JXu@goodwinlaw.com.

If you have any
questions regarding this request, please contact James Xu of Goodwin Procter LLP at (650) 752-3355.

[Signature Page Follows]

    Sincerely,

    pROQR thERAPEUTICS N.V.

    /s/ René Beukema

    René Beukema

    Chief Corporate Development Officer and General Counsel

    cc:
    Jurriaan Dekkers, ProQR Therapeutics N.V.

    Mitchell S. Bloom, Goodwin Procter LLP

    Danielle M. Lauzon, Goodwin Procter LLP

    James Xu, Goodwin Procter LLP

 [Signature Page to Acceleration Request]

United States securities and exchange commission logo
April 4, 2023
Daniel de Boer
Chief Executive Officer
ProQR Therapeutics N.V.
Zernikedreef 9
2333 CK Leiden
The Netherlands
Re:ProQR Therapeutics N.V.
Registration Statement on Form F-3
Filed March 29, 2023
File No. 333-270943
Dear Daniel de Boer:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Arzhang Navai at 202-551-4676 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       James Xu

CORRESP
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PROQR THERAPEUTICS N.V.

Zernikedreef 9

2333 CK Leiden

The Netherlands

VIA EDGAR AND FEDERAL EXPRESS

March 7, 2022

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Michael Davis

Re: ProQR Therapeutics N.V.

Acceleration Request for Registration Statement on Form F-3

File No. 333- 263166

Dear Mr. Davis:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “Act”), ProQR Therapeutics N.V. (the “Company”) hereby
requests that the effective date and time of the above-referenced registration statement (the “Registration Statement”)
be accelerated to March 9, 2022, at 4:00 p.m., Eastern Time, or as soon thereafter as possible. In making this acceleration request, the
Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement
is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling James Xu at (650) 752-3355. We also respectfully
request that a copy of the written order from the Securities and Exchange Commission (the “Commission”) verifying the
effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: James Xu, by email to JXu@goodwinlaw.com.

If you have any questions
regarding this request, please contact James Xu of Goodwin Procter LLP at (650) 752-3355.

[Signature Page Follows]

    Sincerely,

    pROQR
    thERAPEUTICS N.V.

    /s/ Daniel de Boer

    Daniel de Boer

    Chief Executive Officer

  cc:
  Smital Shah, ProQR Therapeutics N.V.

  Mitchell S. Bloom, Goodwin Procter LLP

  Danielle M. Lauzon, Goodwin Procter LLP

  James Xu, Goodwin Procter LLP

[Signature Page to Acceleration Request]

United States securities and exchange commission logo
March 4, 2022
Smital Shah
Chief Business and Financial Officer
ProQR Therapeutics N.V.
Zernikedreef 9
2333 CK Leiden
The Netherlands
Re:ProQR Therapeutics N.V.
Registration Statement on Form F-3
Filed March 1, 2022
File No. 333-263166
Dear Ms. Shah:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Davis at 202-551-4385 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       James Xu, Esq.

CORRESP
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PROQR THERAPEUTICS N.V.

Zernikedreef 9

2333 CK Leiden

The Netherlands

VIA EDGAR

November 12, 2021

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Christine Westbrook

Re: ProQR Therapeutics N.V.

                                        Acceleration Request for Registration Statement on Form F-3

  Filed November 4, 2021

  File No. 333-260775

Dear Ms. Westbrook:

Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), ProQR Therapeutics N.V. (the “Company”)
hereby requests that the effective date and time of the above-referenced registration statement (the “Registration Statement”)
be accelerated to November 16, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as possible. In making this acceleration request,
the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement
is effective, please orally confirm the event with our counsel, Goodwin Procter LLP, by calling James Xu at (617) 570-1483. We also respectfully
request that a copy of the written order from the Securities and Exchange Commission (the “Commission”) verifying the
effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: James Xu, by email to JXu@goodwinlaw.com
or by facsimile to (617) 801-8920.

If you have any
questions regarding this request, please contact James Xu of Goodwin Procter LLP at (617) 570-1483.

[Signature Page Follows]

    Sincerely,

    pROQR thERAPEUTICS N.V.

    /s/ Daniel de Boer

    Daniel de Boer

    Chief Executive Officer

    cc:
    Smital Shah, ProQR Therapeutics N.V.

    Ian Logan, ProQR Therapeutics N.V.

    Mitchell S. Bloom, Goodwin Procter LLP

    Danielle M. Lauzon, Goodwin Procter LLP

    James Xu, Goodwin Procter LLP

[Signature Page to Acceleration Request]

United States securities and exchange commission logo
November 10, 2021
Daniel de Boer
Chief Executive Officer
ProQR Therapeutics N.V.
Zernikedreef 9
2333 CK Leiden
The Netherlands
Re:ProQR Therapeutics N.V.
Registration Statement on Form F-3
Filed November 4, 2021
File No. 333-260775
Dear Mr. de Boer:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Christine Westbrook at 202-551-5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       James Xu, Esq.

CORRESP
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PROQR THERAPEUTICS N.V.

Zernikedreef 9

2333 CK Leiden

The Netherlands

VIA EDGAR AND FEDERAL EXPRESS

September 16, 2020

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC  20549

Attention: Jason L. Drory

Re:                             ProQR Therapeutics N.V.
  Acceleration Request for Registration Statement on Form F-3
 File No. 333- 248740

Dear Mr. Drory:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), ProQR Therapeutics N.V. (the “Company”) hereby requests that the effective date and time of the above-referenced registration statement (the “Registration Statement”) be accelerated to September 18, 2020, at 4:00 p.m., Eastern Time, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling James Xu at (617) 570-1483. We also respectfully request that a copy of the written order from the Securities and Exchange Commission (the “Commission”) verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: James Xu, by email to JXu@goodwinlaw.com or by facsimile to (617) 801-8920.

If you have any questions regarding this request, please contact James Xu of Goodwin Procter LLP at (617) 570-1483.

[Signature Page Follows]

Sincerely,

PROQR THERAPEUTICS N.V.

/s/   Daniel de Boer

Daniel de Boer

Chief   Executive Officer

cc:                                Smital Shah, ProQR Therapeutics N.V.

Mitchell S. Bloom, Goodwin Procter LLP

Danielle M. Lauzon, Goodwin Procter LLP

James Xu, Goodwin Procter LLP

[Signature Page to Acceleration Request]

United States securities and exchange commission logo
September 15, 2020
Daniel de Boer
Chief Executive Officer
ProQR Therapeutics N.V.
Zernikedreef 9
2333 CK Leiden
The Netherlands
Re:ProQR Therapeutics N.V.
Registration Statement on Form F-3
Filed September 11, 2020
File No. 333-248740
Dear Mr. de Boer:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jason L. Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       James Xu

CORRESP
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ProQR Therapeutics N.V.

Zernikedreef 9

2333 CR Leiden

The Netherlands

31 88 166 7000

VIA EDGAR

November 15, 2018

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-4720

Re:              ProQR Therapeutics N.V.

Acceleration Request for Registration Statement on Form F-3

File No. 333-228251

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), ProQR Therapeutics N.V. (the “Company”) hereby requests that the effective date and time of the above-referenced registration statement (the “Registration Statement”) be accelerated to November 19, 2018, at 4:00 p.m., Eastern Time, or as soon thereafter as possible. If you have any questions regarding this request, please contact Danielle M. Lauzon of Goodwin Procter LLP at (617) 570-1955.

Signature Page Follows

Sincerely,

PROQR THERAPEUTICS N.V.

/s/ Daniel de Boer

Daniel de Boer

Chief Executive Officer

cc:                 Smital Shah, ProQR Therapeutics N.V.

Paul van Dongen, ProQR Therapeutics N.V.

Mitchell S. Bloom, Goodwin Procter LLP

Danielle M. Lauzon, Goodwin Procter LLP

November 14, 2018
Daniel de Boer
Chief Executive Officer
ProQR Therapeutics N.V.
Zernikedreef 9
2333 CK Leiden
The Netherlands
Re:ProQR Therapeutics N.V.
Registration Statement on Form F-3
Filed November 7, 2018
File No. 333-228251
Dear Mr. de Boer:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Dorrie Yale at 202-551-8776 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Danielle M. Lauzon

October 16, 2017
Smital Shah
Chief Financial Officer
ProQR Therapeutics N.V.
Zernikedreef 9
2333 CK Leiden
The Netherlands
ProQR Therapeutics N.V.
Form 20-F for Fiscal Year Ended December 31, 2016
Filed March 31, 2017
File No. 001-36622Re:
Dear Ms. Shah:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence by the staff.

                                                                                                Division of Corporation Finance
                                                                                                Office of Healthcare & Insurance

CORRESP
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CORRESP

 October 10, 2017

VIA EDGAR AND OVERNIGHT COURIER

 U.S. Securities
and Exchange Commission

 Division of Corporation Finance, Office of Healthcare & Insurance

100 F Street, N.E.

 Washington, D.C. 20549

Attn: Jeffrey Gabor and Dorrie Yale

Re:
ProQR Therapeutics N.V.

 Form 20-F for Fiscal Year Ended December 31, 2016

 Filed March 31, 2017

File No. 001-36622

 Ladies and
Gentlemen:

 This letter is submitted on behalf of ProQR Therapeutics N.V. (the “Company”), to respond to comment of the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Form 20-F for Fiscal Year Ended December 31, 2016 for the Company filed with the Commission on March 31,
2017 (the “2016 Form 20-F”), as set forth in the Staff’s letter dated September 29, 2017 to Smital Shah, Chief Financial Officer (the “Comment Letter”).

For convenience of reference, we have set forth the Staff’s comment below, followed by our response. Capitalized terms used in this
letter without definition have the same meanings given to them in the 2016 Form 20-F unless otherwise indicated.

 The responses provided
herein are based upon information provided to Goodwin Procter LLP by the Company.

 Intellectual Property, page 56

1.
In future filings, please expand your discussion regarding your exclusive license agreement with the Radboud University with respect to your LCA program to disclose the material terms, including the term, royalty
term, and termination provisions of the agreement, as well as the royalty and other material payment provisions.

Response 1: The Company acknowledges the Staff’s comment and confirms that in its Form 20-F for Fiscal Year Ending
December 31, 2017, it will expand the discussion of its exclusive license agreement with the Radboud University with respect to its LCA program to disclose the material terms, including the term, royalty term, and termination provisions of the
agreement, as well as the royalty and other material payment provisions.

 *    *    *

 If you should have any questions concerning the enclosed matters, please contact
the undersigned at (617) 570-1483.

 Very truly yours,

/s/ James H. Xu, Esq.

 James H. Xu, Esq.

cc:
Daniel de Boer, Chief Executive Officer, ProQR Therapeutics N.V.

 Smital Shah, Chief Financial
Officer, ProQR Therapeutics N.V.

 Mitchell S. Bloom, Partner, Goodwin Procter LLP

Danielle Lauzon, Partner, Goodwin Procter LLP

September 29, 2017
Smital Shah
Chief Financial Officer
ProQR Therapeutics N.V.
Zernikedreef 9
2333 CK Leiden
The Netherlands
ProQR Therapeutics N.V.
Form 20-F for Fiscal Year Ended December 31, 2016
Filed March 31, 2017
File No. 001-36622Re:
Dear Ms. Shah:
We have reviewed your filing and have the following comment.
Please respond to this comment 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
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Form 20-F for year ended December 31, 2016
Intellectual Property, page 56
1. In future filings, please expand your discussion regarding your exclusive license
agreement with the Radboud University with respect to your LCA program to disclose the
material terms, including the term, royalty term, and termination provisions of the
agreement, as well as the royalty and other material payment provisions.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Smital Shah
ProQR Therapeutics N.V.
September 29, 2017
Page 2
Please contact Jeffrey Gabor at 202-551-2544 or Dorrie Yale at 202-551-8776 with
any questions.
Division of Corporation Finance
Office of Healthcare & Insurance

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Acceleration Request

 ProQR Therapeutics, N.V.

Darwineg 24

 2333 CR Leiden

The Netherlands

 VIA EDGAR AND FEDERAL
EXPRESS

 October 15, 2015

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, DC 20549-4720

Re:
ProQR Therapeutics N.V.

 Acceleration Request for Registration Statement on
Form F-3

 File No. 333-207245

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), ProQR Therapeutics N.V. (the “Company”) hereby requests that the effective date and time of the above-referenced registration statement (the
“Registration Statement”) be accelerated to October 19, 2015, at 4:00 p.m., Eastern Time, or as soon thereafter as possible.

In connection with the foregoing, the Company hereby acknowledges the following:

•

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

•

the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the
adequacy and accuracy of the disclosure in the Registration Statement; 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 person under the federal securities laws of the United States.

 If you have any questions regarding this request, please contact Danielle M. Lauzon of Goodwin Procter LLP at
(617) 570-1955.

 Signature Page Follows

 Sincerely,

PROQR THERAPEUTICS N.V.

/s/ Daniel de Boer

 Daniel de Boer

 Chief Executive
Officer

cc:
Smital Shah, ProQR Therapeutics N.V.

 René Beukema, ProQR Therapeutics
N.V.

 Mitchell S. Bloom, Goodwin Procter LLP

Danielle M. Lauzon, Goodwin Procter LLP

Mail Stop 4720

October 13 , 2015

Via E -mail
Smital Shah
Chief Finan cial Officer
ProQR Therapeutics N.V.
Darwinweg 24
2333 CR Leiden
The Netherlands

Re: ProQR Therapeutics N.V .
  Registration Statement  on Form F -3
Filed  October 2 , 2015
  File No.  333-207245

Dear Ms. Shah

This is to advise you that we have not  reviewed and will not review your registration
statement .

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 applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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 wit h 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 th e 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 person under the federal
securities laws of the United States.

Smital Shah
ProQR Therapeutics N.V.
October 13 , 2015
Page 2

Please refer to Rules 460 and 4 61 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 u nder
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

 Please  contact Alla Berenshteyn  at (202) 551 -4325 or me at (202) 551 -3675  with any
questions.

Sincerely,

 /s/ Suzanne Hayes

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Via E -mail
 Danielle M. Lauzon, Esq.
 Goodwin Procter LLP

CORRESP
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CORRESP

 September 16, 2014

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Mail Stop 4561

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:
Jeffrey P. Riedler

Bryan J. Pitko

Re:
ProQR Therapeutics B.V.

 Registration Statement on Form F-1

File No. 333-198151

Request for Acceleration

 Ladies and
Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned, as the representatives of the prospective underwriters of
the above issue, hereby join in the request of ProQR Therapeutics B.V. that the effectiveness of the Registration Statement on Form F-1 (Registration No. 333-198151) be accelerated so that the Registration Statement will become effective at
4:00 P.M. Eastern Time on September 17, 2014, or as soon thereafter as practicable.

 Pursuant to Rule 460 under the Securities Act of 1933, as
amended, and in connection with the foregoing, please note that the underwriters have effected between September 8, 2014 and the date hereof approximately the following distribution of the preliminary prospectus:

818 to institutions;

 200 to prospective underwriters; and

226 to others.

 The undersigned, as the representatives of the
prospective underwriters of the above issue, hereby represent on behalf of the underwriters that the underwriters are acting in compliance and will act in compliance with the provisions of Rule 15c2-8 promulgated under the Securities Exchange Act of
1934, as amended, in connection with the above proposed offering.

 [Remainder of Page Intentionally Left Blank; Signature Page
Follows]

 Very truly yours,

LEERINK PARTNERS LLC

 DEUTSCHE BANK SECURITIES INC.

 LEERINK PARTNERS LLC

By:

/s/ Jon Civitarese

 Name:

 Title:

 Jon Civitarese

 Managing
Director

DEUTSCHE BANK SECURITIES INC.

By:

/s/ Benjamin Marsh

 Name:

 Title:

 Benjamin Marsh

 Director

By:

/s/ John Reed

 Name:

 Title:

 John Reed

 Director

CORRESP
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ACCELERATION REQUEST

 ProQR Therapeutics, B.V.

Darwineg 24

 2333 CR Leiden

The Netherlands

 VIA EDGAR AND FEDERAL
EXPRESS

 September 16, 2014

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, DC 20549-4720

Attention: Jeffrey P. Riedler

Re:
ProQR Therapeutics B.V.

Acceleration Request for Registration Statement on Form F-1

File No. 333-198151

 Dear Mr. Reidler:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), ProQR Therapeutics B.V. (the
“Company”) hereby requests that the effective date and time of the above-referenced registration statement (the “Registration Statement”) be accelerated to September 17, 2014, at 4:00 p.m., Eastern Time, or at
such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). In making this acceleration
request, the Company acknowledges that it is aware of its responsibilities under the Act. Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP, by calling Danielle M. Lauzon at
(617) 570-1955. We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Danielle M. Lauzon, by
facsimile to (617) 523-1231.

 In connection with the foregoing, the Company hereby acknowledges the following:

•

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

•

the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the
adequacy and accuracy of the disclosure in the Registration Statement; 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 person under the federal securities laws of the United States.

 Under separate cover, Leerink Partners LLC and Deutsche Bank Securities Inc., as representatives of the underwriters, will
send the Commission a letter joining in this request for acceleration of the effective date. The representatives will also provide you with information with respect to clearance from the Financial Industry Regulatory Authority prior to the effective
date.

 If you have any questions regarding this request, please contact Danielle M. Lauzon of Goodwin
Procter LLP at (617) 570-1955.

 Sincerely,

 PROQR THERAPEUTICS B.V.

 /s/ Daniel de Boer

 Daniel de Boer

 Chief Executive Officer

cc:
André Verwei, ProQR Therapeutics B.V.

René Beukema, ProQR Therapeutics B.V.

Mitchell S. Bloom, Goodwin Procter LLP

Danielle M. Lauzon, Goodwin Procter LLP

Brian A. Johnson, Wilmer Cutler Pickering Hale and Dorr LLP

Timothy J. Corbett, Wilmer Cutler Pickering Hale and Dorr LLP

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

CORRESP
1
filename1.htm

SEC Letter

 Danielle M. Lauzon

 617.570.1955

dlauzon@goodwinprocter.com

 Goodwin Procter LLP

 Counselors at Law

Exchange Place

 Boston, MA 02109

T: 617.570.1000

 F: 617.523.1231

 August 27, 2014

FOIA Confidential Treatment Request

 The entity
requesting confidential treatment is

 ProQR Therapeutics B.V.

Darwinweg 24,

 2333 CR Leiden, The Netherlands

Attn: Daniel de Boer

 Telephone: +31 (0)85 4 89 49 32

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”

VIA EDGAR AND FEDERAL EXPRESS

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Jeffrey P. Riedler

Re:
ProQR Therapeutics B.V.

Registration Statement on Form F-1

Filed on August 14, 2014

File No. 333-198151

 Dear Mr. Riedler:

Rule 83 Confidential Treatment Request by ProQR Therapeutics B.V.

This letter is being supplementally furnished on behalf of ProQR Therapeutics B.V. (the “Company”) with respect to the
Company’s Registration Statement on Form F-1 (File No. 333-198151) (the “Registration Statement”) that was filed with the Securities and Exchange Commission (the “Commission”) on August 14, 2014. To
assist the staff of the Division of Corporation Finance (the “Staff”) in its evaluation of share compensation and certain other matters, the Company supplementally advises the Staff that the managing underwriters in the

United States Securities and Exchange Commission

 August 27, 2014

Page 2

Company’s initial public offering have communicated to the Company an estimated price range for the Company’s ordinary shares of between €[***]
to €[***] ($[***] and $[***] based on an exchange rate of €1.00 = $1.33 as of August 22, 2014) per share. For clarity, the Company advises the Staff that, given the volatility of the public trading market and the uncertainty of
the timing of the offering as contemplated by the Registration Statement (the “offering”), the Company and the underwriters have not yet finally agreed to a price range for the offering or the total offering size. Accordingly, the
information in this letter that the Company is supplementally providing to the Staff is preliminary and for illustrative purposes only and may differ in the actual preliminary prospectus for the offering. We confirm on behalf of the Company that,
prior to circulating copies of the preliminary prospectus in connection with the offering, the Company will file a pre-effective amendment to the Registration Statement that will include all information other than information that may be excluded in
reliance upon Rule 430A of Regulation C, and the actual price range to be included in such amendment which will comply with the Staff’s interpretation regarding the parameters of a bona fide price range.

ProQR Therapeutics B.V. respectfully requests that the information contained in the paragraph above be treated as confidential information
and that the Commission provide timely notice to Daniel de Boer, Chief Executive Officer, ProQR Therapeutics B.V., Darwinweg 24, 2333 CR Leiden, The Netherlands, before it permits any disclosure of the bracketed information in this letter.

To further assist the Staff in its valuation of share compensation and certain other matters, the Company wishes to set forth below additional information
regarding the determination of the estimated price range. In addition, the Company respectfully submits to the Staff below explanations for the difference between the estimated price range and €309.50, the fair value of an ordinary share as of
June 30, 2014, the date of the most recent grant of share options by the Company’s supervisory board. All prices presented are before (i) the expected split of the ordinary shares, including converted preferred shares and
(ii) the expected issuance of a share dividend to the Company’s existing shareholders in the form of such number of additional ordinary shares as will be determined by the Company’s management board or by a committee thereof
designated for such purpose, and which will be issued in proportion to those shareholders’ respective shareholdings, both of which will occur upon or prior to completion of the offering

As is typical in initial public offerings, the estimated price range was not derived using a formal determination of fair value, but was
determined primarily by negotiation between the Company and the managing underwriters. Among the factors that were considered in setting the estimated price range were the following:

•

the general condition of the securities markets and the recent market prices of, and the demand for, publicly traded ordinary shares of generally comparable companies;

FOIA CONFIDENTIAL TREATMENT REQUESTED

United States Securities and Exchange Commission

 August 27, 2014

Page 3

•

an analysis of valuation ranges in initial public offerings for generally comparable companies in the Company’s industry during the past year, including a number of recently completed initial public offerings that
priced at the top of, or above, their respective price range;

•

the recent performance of initial public offerings of generally comparable companies;

•

estimates of business potential and earnings prospects for the Company and the industry in which it operates; and

•

the Company’s financial position.

 In particular, the estimated price range was based on the managing
underwriters’ estimate of the Company’s equity trading value after the offering, based on a multiple of the Company’s expected revenues.

In contrast to the underwriters’ valuation approach, the independent valuation report dated May 31, 2014 that was relied upon by the
Company’s supervisory board in its determination of €309.50 as the fair value of an ordinary share on June 30, 2014, took into account an estimate of the Company’s enterprise value based on the prior sale of company stock method,
and also took into account an allocation of that value to each element of the Company’s capital structure using the hybrid method, as described in the section entitled “Management’s Discussion and Analysis of Financial Condition and
Results of Operations—Share-Based Compensation” beginning on page 62 of the Registration Statement and as outlined in the 2004 and 2011 AICPA Practice Aid. The June 30, 2014 fair value of an ordinary share was based on the
May 31, 2014 valuation report, as no material events that could give rise to a different fair value occurred between June 1, 2014 and June 30, 2014.

The underwriters’ valuation and the Company’s valuation rely on the selection of comparable public companies. While there is overlap
in this selection, there are differences as well. The Company, working with an independent valuation expert, chose comparable companies based on industry, considering only those companies that provide RNA-based therapeutics. The underwriters,
however, also considered a larger group by including general biotech companies as well. The Company excluded candidates which are substantially larger than the Company, whereas the underwriters did not use size as a criterion for selecting
comparable companies. In preparing an estimated price range, the underwriters considered initial public offerings that were completed after June 30, 2014. This information could not have been included in the valuation set by the Company as of
June 30, 2014.

 The Company believes that the difference between the values estimated by the Company and the underwriters is a result
of the differences in valuation methodology described above and

 FOIA CONFIDENTIAL TREATMENT REQUESTED

United States Securities and Exchange Commission

 August 27, 2014

Page 4

of the following factors, including those that have contributed to the increase in the fair value of the Company’s ordinary shares from June 2014 through
August 2014:

•

Increased probability of an initial public offering. The Company determined the fair value of its ordinary shares using a hybrid method, which considers probability-weighted scenarios, in which the Company
weighted the probabilities of possible future-event scenarios to determine the enterprise value of the Company. As the Company made progress towards an initial public offering, the Company estimated the probability of an initial public offering of
60% as of June 30, 2014. In contrast, the estimated price range assumes the completion of an initial public offering.

•

Increased value and liquidity of the ordinary shares as a public company. The completion of an initial public offering increases the value of an issuer’s ordinary shares as a result of the increase in the
liquidity and the ability to trade such securities in the public market. Accordingly, the estimated price range excludes any discounts for lack of marketability for the Company’s ordinary shares. By contrast, the valuations as of June 30,
2014 included a marketability discount of 17-25% based on the different expected scenarios assumed.

•

Market improvement. Equity markets in general have improved recently, resulting in an increase in the Company’s market comparables. For example, in the period from June 30, 2014 to August 20, 2014,
the NASDAQ Biotechnology index (stock market index made up of securities of NASDAQ-listed companies classified as either Biotechnology or Pharmaceuticals) increased by approximately 3.8%.

•

Conversion of preferred shares. The estimated price range necessarily assumes that all of the shares of the Company’s preferred shares have converted into ordinary shares in connection with the initial
public offering. In contrast, the Company’s holders of preferred shares had, and will have until the completion of the initial public offering, substantial economic rights and preferences over holders of the Company’s ordinary shares,
which were appropriate to consider in determining fair value as of June 30, 2014 and in prior periods.

•

Substantially enhanced balance sheet and financial resources. The proceeds of a successful initial public offering would substantially strengthen the Company’s balance sheet by increasing the Company’s
cash position. Additionally, the completion of this offering would provide the Company with access to the public debt and equity markets. These projected improvements in the Company’s financial position influenced the increased ordinary shares
valuation indicated by the estimated price range and are not included in determining fair value as of June 30, 2014 and in prior periods.

FOIA CONFIDENTIAL TREATMENT REQUESTED

United States Securities and Exchange Commission

 August 27, 2014

Page 5

In addition, since June 30, 2014, the Company has had several developments in its business and in its communications with the
underwriters, each of which has a positive impact on the fair value of its ordinary shares, including:

•

on July 11, 2014, the Company confidentially submitted a draft registration statement with the Commission, evidencing continued progress towards completion of the Company’s initial public offering;

•

on July 10, 2014 the Company successfully completed the set-up of an Elisa validation assay at an external, certified laboratory. This milestone allows the Company to analyze quantitatively QR-010 levels in tissue
in its pre-clinical study, a necessary measurement to complete the Company’s Investigational New Drug, or IND, application to initiate its planned clinical study;

•

on July 11, 2014 the Company successfully finalized fill and finish of a GMP clinical batch. This milestone will enable the Company to obtain the drug product that is needed to enroll a clinical study. The Company
believes that the ability to enroll a first clinical study is a major value inflection point;

•

on July 21, 2014 the Company completed its clinical trial protocol, providing the basis for the clinical development of QR-010, its lead program, in line with its projected timelines;

•

on July 22, 2014 the Company completed in vitro testing of a nebulizer device and selected a device for use in clinical studies. Completion of this milestone was a prerequisite for allowing the Company to start its
first clinical study, since the generated data is needed for purposes of the IND application and the device is needed to administer the drug in patients during the study;

•

on July 25, 2014 the Company completed GLP toxicology studies. The data generated in this pre-clinical safety study is a pre-requisite for filing an IND application to allow the Company to start a clinical trial;

•

on August 1, 2014 the Company entered into an agreement with Cystic Fibrosis Foundation Therapeutics, Inc., a subsidiary of the Cystic Fibrosis Foundation. The Company believes that this agreement implies a
validation of its lead program by an important party in the cystic fibrosis field and provided US$ 3 million in financial support towards the Company’s clinical development program;

FOIA CONFIDENTIAL TREATMENT REQUESTED

United States Securities and Exchange Commission

 August 27, 2014

Page 6

•

on August 14, 2014, the Company publicly filed the Registration Statement with the Commission, evidencing continued progress towards completion of the Company’s initial public offering;

•

the underwriters have informed the Company that they expect to apply a higher multiple to the Company’s forecasted revenue to estimate the Company’s equity trading value, based on the current market
conditions; and

•

the underwriters have informed the Company that their estimate of the Company’s estimated equity trading value would consider the Company’s projected revenue for fiscal year 2015, in addition to the
projections for fiscal year 2014 that were used in the underwriters’ prior estimates.

 Because of the financially
sensitive nature of the estimated price range, the Company requests confidential treatment under 17 C.F.R. § 200.83 of the bracketed contents of this letter and has submitted a separate request for confidential treatment in accordance therewith
to the Commission’s Office of Freedom and Information Privacy Act Operations. Pursuant to Rule 418 under the Securities Act of 1933, as amended (the “Securities Act”), the information contained in this letter is being provided
to the Commission on a confidential supplemental basis only and is not to be filed with or deemed part of the Registration Statement. The Company respectfully requests that the Staff return this letter to us pursuant to Rule 418 of the Securities
Act, once the Staff has completed its review. We have provided a self-addressed stamped envelope for this purpose. Kindly acknowledge receipt of this letter by stamping the enclosed copy of this letter and returning it in the envelope provided.

 * * * * * *

FOIA CONFIDENTIAL TREATMENT REQUESTED

United States Securities and Exchange Commission

 August 27, 2014

Page 7

If you should have any questions concerning the enclosed matters, please contact the undersigned at (617) 570-1955.

Sincerely,

/s/ Danielle M. Lauzon

Danielle M. Lauzon

 Enclosures

cc:
Daniel de Boer, ProQR Therapeutics B.V.

René Beukema, ProQR Therapeutics B.V.

Mitchell S. Bloom, Goodwin Procter LLP

 FOIA CONFIDENTIAL TREATMENT REQUESTED

CORRESP
1
filename1.htm

SEC Letter

 Danielle M. Lauzon

 617.570.1955
dlauzon@goodwinprocter.com

 Goodwin Procter LLP Counselors at Law

 Exchange
Place Boston, MA 02109

 T: 617.570.1000

 F:
617.523.1231

 August 14, 2014

VIA EDGAR AND FEDERAL EXPRESS

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Mail Stop 4561

 100 F. Street, N.E.

Washington, D.C. 20549

 Attention: Jeffrey P. Riedler

Re:
ProQR Therapeutics B.V.

 Draft Registration Statement on Form F-1

 Submitted July 11, 2014

CIK No. 0001612940

 Dear
Mr. Riedler:

 This letter is being submitted on behalf of ProQR Therapeutics B.V. (the “Company”) in response to the
comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Confidential Draft Registration
Statement on Form F-1 submitted on July 11, 2014 (the “Confidential Draft Registration Statement”), as set forth in your letter dated August 7, 2014 addressed to Daniel de Boer, Chief Executive Officer of the Company (the
“Comment Letter”). The Company is concurrently filing its Registration Statement on Form F-1 (the “Registration Statement”), which includes changes to reflect responses to the Staff’s comments as well as
updates with respect to the Company’s business and operations.

 For reference purposes, the text of the Comment Letter has been
reproduced herein with responses below each numbered comment. For your convenience, we have italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, page references in the Staff’s comments refer to the
Confidential Draft Registration Statement, and page references in the responses refer to the Registration Statement.

 August 14, 2014

  Page
 2

 The responses provided herein are based upon information provided to Goodwin Procter LLP by
the Company. In addition to submitting this letter via EDGAR, we are sending via Federal Express two (2) copies of each of this letter and the Registration Statement (marked to show changes from the Confidential Draft Registration Statement).

 General

1.
We note that there are a number of additional exhibits that still need to be filed. Please provide these exhibits as promptly as possible. Please note that we may have comments on these materials once they are
provided.

 RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the
majority of the exhibits not filed with the Confidential Draft Registration Statement are being filed with the Registration Statement and that it is supplementally providing the Staff with the form of legal opinion (Exhibit 5.1) to the Registration
Statement on the date hereof. The Company will provide the remaining exhibits as promptly as possible.

2.
Please confirm that the graphics included in your registration statement are the only graphics you will use in your prospectus. If those are not the only graphics, please provide any additional graphics prior to
their use for our review.

 RESPONSE: The Company acknowledges the Staff’s comment and confirms that the graphics
included in the Registration Statement, including the new artwork on the inside cover, are the only graphics the Company currently intends to use in its prospectus. If the Company decides to use any additional graphics in its prospectus, it will
provide any such graphics to the Staff prior to their use for the Staff’s review.

3.
Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors
in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications. Similarly, please supplementally provide us with any research reports about you that are published or distributed in reliance upon
Section 2(a)(3) of the Securities Act of 1933 added by Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is participating or will participate in your offering

RESPONSE: The Company respectfully advises the Staff that it is supplementally providing the Staff with a copy of an investor presentation that
was distributed during certain “testing-the-waters” meetings, and will supplementally provide copies of any written communications that the Company, or anyone authorized to do so on the Company’s behalf, uses in reliance on
Section 5(d) of the Securities Act. The Company respectfully advises the Staff that no research

 August 14, 2014

  Page
 3

reports about the Company have been published or distributed in reliance upon Section 2(a)(3) of the Securities Act by any broker or dealer that is participating or will participate in the
offering, and to the extent any such research reports are published or distributed, the Company will supplementally provide them to the Staff.

 Market
and Industry Data and Forecasts, page i

4.
We note your statements on page i and page 43 that neither you nor the underwriters “have independently verified any of the data from third-party sources, nor have you or the underwriters ascertained the
underlying economic or other assumptions relied upon therein” and “unless otherwise noted, internal analysis and estimates may not have been verified by independent sources.” It is not appropriate to directly or indirectly disclaim
liability for information in the registration statement. As such, please revise your disclosure to remove any statements indicating that you have not independently verified third-party information or internal analysis and estimates.

 RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on pages ii and 44 to remove
all statements indicating that the Company has not independently verified third-party information or internal analysis and estimates.

 Prospectus
Summary Overview, page 1

5.
We note that AR-010 has been granted orphan drug designation in the United States and the European Union. Please revise your disclosure in this section to indicate the benefits conveyed by orphan drug designation. In
addition, please clarify that the granting of a request for orphan drug designation does not alter the standard regulatory requirements and process for obtaining marketing approval.

RESPONSE: In response to the Staff’s comment, the Company has revised the disclosures on pages 1 and 67 to indicate the benefits conveyed
by orphan drug designation as well as to clarify that granting of a request for orphan drug designation does not alter the standard regulatory requirements and process for obtaining marketing approval.

Development of Our Lead Product Candidate, QR-010, in Cystic Fibrosis, page 1

6.
Please expand your disclosure to define the term “pharmacokinetics” at its first use in the last paragraph of this section.

RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on page 2 to define the term
“pharmacokinetics.”

 August 14, 2014

  Page
 4

 Development of Our First Non-CF Program, QR-110, in Leber’s Congential…, page 2

7.
Please expand your disclosure to define the following terms at their first use in this section of the prospectus summary.

•

lymphoblastoid cells;

•

ciliation; and

•

cilium length.

 RESPONSE: In response to the Staff’s comment, the Company has revised the
disclosure on page 2 to define each of the terms “lymphoblastoid cells,” “cilia” and “cilium length” at their first use in the prospectus summary.

Risk Associated with Our Business, page 3

8.
Please revise your summary of material risks to disclose your accumulated deficit to date.

RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on page 3 to disclose the Company’s accumulated
deficit as of June 30, 2014.

 Implications of Being an Emerging Growth Company, page 4

9.
Please expand your disclosure to discuss your status as a foreign private issuer and the exemptions available to you as a foreign private issuer. In this regard, please identify those exemptions which overlap with
the ones available to you as an emerging growth company and to what extent you will continue to enjoy any exemptions as a result of your status as a foreign private issuer once you no longer qualify as an emerging growth company.

 RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on pages 4 and 5 to discuss
the Company’s status as a foreign private issuer and the exemptions available to the Company as a foreign private issuer, as well as to identify the exemptions that overlap with the ones available to the Company as an emerging growth company
and to what extent the Company will continue to enjoy any exemptions as a result of its status as a foreign private issuer once it no longer qualifies as an emerging growth company.

Risk Factors

 Risks Related to Our Capital Needs and
Financial Position

 We will require additional capital to fund our operations and if we fail to…, page 9

10.
Please expand your disclosure in this risk factor to quantify the amount of your cash and cash equivalents.

RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on page 9 to quantify the amount of the
Company’s cash and cash equivalents as of June 30, 2014.

 August 14, 2014

  Page
 5

 Risks Related to Our Dependence on Third Parties

If third parties on which we depend to conduct our pre-clinical studied or any…, page 16

11.
Please expand your disclosure to describe current Good Manufacturing Practices, or cGMPs, the first time you make reference to them in this section of your prospectus.

RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on page 16 to describe current Good Manufacturing
Practices, or cGMPs, the first time the Company makes reference to them in this section of the prospectus.

 Risks Related to Our Intellectual Property

 We license patent rights from third-party owners or licensees and if we fail…, page 21

12.
This risk factor appears to cover two separate risks, the risk that you will fail to comply with your obligations in your intellectual property licenses and the risk that owners or licensees do not properly or
successfully obtain, maintain or enforce the patents underlying such licenses. Please revise your disclosure to separate these two risks into their own appropriately titled risk factors.

RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on page 21 to separate the two risks into the risk
factors titled “We license patent rights from third-party owners or licensees and if we fail to comply with our obligations in our intellectual property licenses, we could lose rights that are fundamental to our business” and “If the
third-parties from whom we license patent rights do not properly or successfully obtain, maintain or enforce the patents underlying such licenses, or if they retain or license to others any competing rights, our competitive position and business
prospects may be adversely affected.”

 We may not be able to protect our intellectual property rights throughout the…, page 24

13.
We note your disclosure that many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions and that legal systems of certain countries,
particularly certain developing countries, do not favor the enforcement of patents and other intellectual property protection, particularly those relating to biopharmaceuticals. Please expand your disclosure to identify the foreign countries where
you may have difficulties enforcing your patent rights.

 RESPONSE: In response to the Staff’s comment, the Company
has revised the disclosure on page 24 to identify the foreign countries where it may have difficulties enforcing its patent rights.

 August 14, 2014

  Page
 6

 Risks Related to the Commercialization of Our Product Candidates

We face competition from entities that have developed or may develop…, page 25

14.
Please define the term “statistically significant” at its first use in the second paragraph of this risk factor.

RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on page 26 to define the term “statistically
significant” at its first use in this risk factor.

 Risks Related to Our Business and Strategy

Our ability to use our net operating losses to offset future taxable income…, page 33

15.
Please expand your disclosure in this risk factor to quantify your tax loss carry-forwards, to describe the limitations on the use of the carry-forwards and when your carry-forwards begin to expire.

 RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on page 33 to quantify the
Company’s tax loss carry-forwards and to describe the limitations on the use of the carry-forwards and when the carry-forwards begin to expire.

Special Note Regarding Forward-Looking Statements and Industry Data, p. 43

16.
Many of the statements in your submission relate to present facts or conditions, rather than to historical facts or future events. In light of this, the second sentence of this section beginning, “All statements
contained in this prospectus, other than statements of historical fact.,” appears to be overly broad. Please narrow your statement accordingly or remove it.

RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on page 43 to remove this statement.

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

Results of Operations

 Research and development costs,
page 53

17.
Please provide a quantitative discussion of the nature of research and development expenses for each period presented.

RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on pages 54-56 and to provide a quantitative
discussion of the nature of research and development expenses for each period presented.

 August 14, 2014

  Page
 7

 General and administrative costs, page 53

18.
Please revise your disclosure to quantify the amount of change due to each factor.

RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on pages 55-57 to quantify the amount of change due
to each factor.

 Liquidity and Capital Resources

Contractual Obligations and Commitments

 Commitments,
page 56

19.
Please expand your disclosures to include the amount of the potential future milestone payments.

RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on page 60 to include the amount of the potential
future milestone payments.

20.
Please confirm whether the commitments related to the development of QR-010 due in 2014 have been recorded as liabilities in the financial statements.

RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the commitments related to the development
of QR-010 have been recorded as liabilities in the audited financial statements to the extent that the Company had an executed agreement relating to such commitments in place as of December 31, 2013 and activities had been performed under such
agreements as of December 31, 2013. Commitments for which the Company had an executed agreement as of December 31, 2013 but which had not been performed as of December 31, 2013 are not recorded as liabilities in the audited financial
statements, but have been disclosed as commitments in Note 19 to the audited financial statements.

21.
Please expand your disclosure in this section to describe the “commitments related to the development of QR-010 amounting to 953,000 euros, all of which is due in 2014.”

RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on page 60 to include further explanation of the
nature of the com

August 7, 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.
Draft Registration Statement on Form F -1
Submitted July 11, 2014
  CIK No. 0001612940

Dear Mr. de Boer:

We have reviewed your draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comme nts apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or file d registration statement, we may have additional
comments.

General

1. We note that there are a number of additional exhibits that still need to be filed.  Please
provide these exhibits as promptly as possible.  Please note that we may have comments
on the se materials once they are provided.

2. Please confirm that the graphics included in your registration statement are the only
graphics you will use in your prospectus.  If those are not the only graphics, please
provide any additional graphics prior to their  use for our review.

3. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Sectio n 5(d) of the Securities Act,

Daniel de Boer
ProQR Therapeutics B.V.
August 7 , 2014
Page 2

 whether or not they retain copies of the communications. Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

Market and Industry Data, page i

4. We note your statements on page i and page 43 that neither yo u nor the underwriters
“have independently verified any of the data from third -party sources, nor have you or
the underwriters ascertained the underlying economic or other assumptions relied upon
therein” and “unless otherwise noted, internal analysis and estimates may not have been
verified by independent sources.”  It is not appropriate to directly or indirectly disclaim
liability for information in the registration statement .  As such, please revise your
disclosure to remove any statements indicating tha t you have not independently verified
third -party information or internal analysis and estimates .

Prospectus Summary
Overview, page 1

5. We note that AR -010 has been granted orphan drug designation in the United States and
the European Union.  Please revise  your disclosure in this section to indicate the benefits
conveyed by orphan drug designation.  In addition, please clarify that the granting of a
request for orphan drug designation does not alter the standard regulatory requirements
and process for obtai ning marketing approval.

Development of Our Lead Product Candidate, QR -010, in Cystic Fibrosis, page 1

6. Please expand your disclosure to define the term “pharmacokinetics” at its first use in the
last paragraph of this section.

Development of Our First Non -CF Program, QR -110, in Leber’s Congential…, page 2

7. Please expand your disclosure to define the following terms at their first use in this
section of the prospectus summary:
 lymphoblastoid cells;
 ciliation; and
 cilium length.

Risk Associated with Our Business, page 3

8. Please revise your summary of material risks to disclose your accumulated deficit to date.

Daniel de Boer
ProQR Therapeutics B.V.
August 7 , 2014
Page 3

 Implications of Being an Emerging Growth Company, page 4

9. Please expand your disclosure to discuss your status as a for eign private issuer and the
exemptions available to you as a foreign private issuer.  In this regard, please identify
those exemptions which overlap with the ones available to you as an emerging growth
company and to what extent you will continue to enjoy any exemptions as a result of your
status as a foreign private issuer once you no longer qualify as an emerging growth
company.

Risk Factors
Risks Related to Our Capital Needs and Financial Position
We will require additional capital to fund our operati ons and if we fail to…, page 9

10. Please expand your disclosure in this risk factor to quantify the amount of your cash and
cash equivalents.

Risks Related to Our Dependence on Third Parties
If third parties on which we depend to conduct our pre -clinical studied or any…, page 16

11. Please expand your disclosure to describe current Good Manufacturing Practices, or
cGMPs, the first time you make reference to them in this section of your prospectus.

Risks Related to Our Intellectual Property
We license patent rights from third -party owners or licensees and if we fail…, page 21

12. This risk factor appears to cover two separate risks, the risk that you will fail to comply
with your obligations in your intellectual property licenses and the risk that owners or
licen sees do not properly or successfully obtain, maintain or enforce the patents
underlying such licenses.  Please revise your disclosure to separate these two risks into
their own appropriately titled risk factors.

We may not be able to protect our intellect ual property rights throughout the…, page 24

13. We note your disclosure that many companies have encountered significant problems in
protecting and defending intellectual property rights in foreign jurisdictions and that legal
systems of certain countries, p articularly certain developing countries, do not favor the
enforcement of patents and other intellectual property protection, particularly those
relating to biopharmaceuticals.  Please expand your disclosure to identify the foreign
countries where you may have difficulties enforcing your patent rights.

Daniel de Boer
ProQR Therapeutics B.V.
August 7 , 2014
Page 4

 Risks Related to the Commercialization of Our Product Candidates
We face competition from entities that have developed or may develop…, page 25

14. Please define the term “statistically significant” at its first use in the second paragraph of
this risk factor.

Risks Related to Our Business and Strategy
Our ability to use our net operating losses to offset future taxable income…, page 33

15. Please expand your disclosure in this risk factor to quantify your tax loss carry -forwards,
to describe the limitations on the use of the carry -forwards and when your carry -forwards
begin to expire.

Special Note Regarding Forward -Looking Statements and I ndustry Data, p. 43

16. Many of the statements in your submission relate to present facts or conditions, rather
than to historical facts or future events.   In light of this, the second sentence of this
section beginning, “All statements contained in this pro spectus, other than statements of
historical fact…,” appears to be overly broad.   Please narrow your statement accordingly
or remove it.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Research a nd development costs, page 53

17. Please provide a quantitative discussion of the nature of research and development
expenses for each period presented.

General and administrative costs, page 53

18. Please revise your disclosure to quantify the amount of change  due to each factor.

Liquidity and Capital Resources
Contractual Obligations and Commitments
Commitments , page 56

19. Please  expand your disclosures to include the amount of the potential future milestone
payments.

20. Please confirm whether the commitments related to the development of QR -010 due in
2014 have been recorded as liabilities in the financial statements.

21. Please expand your disclosure in this section to describe the “commitments related to the
development  of QR -010 amounting to 953,000 euros, all of which is due in 2014.”

Daniel de Boer
ProQR Therapeutics B.V.
August 7 , 2014
Page 5

 Critical Accounting Policies and Significant Judgments and Estimates
Research and Development Expense, page 58

22. Please revise your disclosure to state whether adjustments to prior period estimates have
been material for each period presented and if so please quantify the amounts.

Share -Based Compensation
Valuation of our ordinary shares, page 60

23. We may have additional comments on your accounting for stock compensation or any
beneficial conversion features once you have disclosed an estimated offering price.
Please provide us with a quantitative and qualitative analysis explaining the difference
between the estimated offering price and the fair value of each equity issuance through
the da te of effectiveness for the preceding twelve months.

Business
Overview, page 63

24. We note that you have had a pre -IND meeting with the FDA and scientific advice and
protocol assistance meetings with the EMA for QR -010.  Please expand your disclosure
to summarize the nature of the discussions, relevant feedback from the FDA and EMA
and other material information that was communicated among the parties.

QR-010 Increases CFTR Activity in Ex Vivo Primary Lung Cells from CF…, page 71

25. Please expand your disc losure regarding the Ussing Chamber assay to d escribe the QR -
010 dosing used,  the primary and any secondary endpoints of the study and how the
results of the assay compared to the goals of the study.

NPD Measurements in F508 -CFTR Mice, page 72

26. Please exp and your disclosure regarding the NPD testing to disclose the primary and
secondary endpoints of the test and how the results of the test compared to the endpoints.
In this regard, we note that for the mice treated with six doses each of QR -010 over 14
days, CFTR activity in the treated mice increased significantly.  As part of your enhanced
disclosure and explanation of how the actual results of the test compared to the endpoints,
please quantify what you mean when you state that CFTR activity increased s ignificantly
and explain what constitutes a significant increase.

QR-010 Improves Saliva Secretion in F508 -CFTR Mice, page 73

27. Please expand your disclosure regarding the saliva secretion assay to describe the QR -
010 dosing used, the duration of the assay , the primary and secondary endpoints of the
assay and how the results of the assay compared to the endpoints.

Daniel de Boer
ProQR Therapeutics B.V.
August 7 , 2014
Page 6

 Other Research and Development
Leber’s Congenital Amaurosis, page 74

28. Please quantify what you mean when you state that QR -110 “significantly” in creased
CEP 290 protein levels.

Intellectual Property
Patent Rights Relating to Our Cystic Fibrosis Program, page 75

29. Please expand your disclosure to summarize the Patent Cooperation Treaty and how you
will rely on it to provide obtain patent protectio n in various jurisdictions with respect to
QR-0101.  Please also highlight the type of patent protection you are seeking (e.g.
composition of matter, use or process) for your QR -010 product candidate.

30. For your patent and patent applications licensed from MGH, please describe the type of
patent protection that the issued patent provides and that the patent applications will
provide if granted (e.g. composition of matter, use or process).

Facilities, page 93

31. Please file your lease agreement as an exhibit.

Option Plan, page 105

32. Please file your Stock Option Plan and your amended and restated Stock Option Plan as
exhibits.

Statement of Comprehensive Loss, page F -4

33. It appears as though you have elected under paragraph 99 of IAS 1 to classify expenses
using  the function of expense method described in paragraph 103 of IAS 1. However,
share -based compensation expense would fall under the nature of expense method under
paragraph 102 of IAS 1.  Therefore, please revise your presentation to classify share -
based c ompensation expense by functional expense and disclose the share -based
compensation expense amounts in the notes to the financial statements rather than on the
face of the statement of comprehensive loss.

Notes to the Financial Statements
19. Commitments  and contingencies
(c) Patent license agreement, page F -20

34. Please revise your disclosure to include the amounts of the potential milestone payments.

Daniel de Boer
ProQR Therapeutics B.V.
August 7 , 2014
Page 7

 21. Events after balance sheet date
(a) Financing round, page F -22

35. Please disclose the conversion terms of the preferred shares in the event of an initial
public offering.

If you intend to respond to these comments with an amended draft registration statement,
please submit it and any associated correspondence in accord ance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm.

Please keep in mind that we may publicly post filing review corresp ondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm).  If you
intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of information in the
correspondence you submit on EDGAR, please properly mark that information in each of your
confidential submissions to us so we do not repeat or refer to that information in our comment
letters to you.

You may contact Vanessa Robertson at (202) 551 -3649 or Mark Brunhofer a t (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