June 7, 2019

Praveen P. Tipirneni, M.D.
Chief Executive Officer
Morphic Holding, Inc.
35 Gatehouse Drive, A2
Waltham, MA 02451

       Re: Morphic Holding, Inc.
           Registration Statement on Form S-1
           Filed May 30, 2019
           File No. 333-231837

Dear Dr. Tipirneni:

       We have reviewed your 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 amending your registration statement
and providing the
requested information. If you do not believe our comments apply 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 statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our May 10, 2019
letter.

Registration Statement on Form S-1 Filed May 30, 2019

Prospectus Summary, page 1

1.     We note your revised disclosures and presentation in response to prior
comment 4 and
       refer to the final row of your Research Pipeline table. To the extent
that one or more of
       the three research programs covered by the Janssen Agreement is material
to your
       Business and the offering, please revise to disclose the applicable
indication or indications
       that you are targeting so that investors will have a basis to understand
the research
       program(s) and the market potential. Alternatively, please revise your
presentation so that
       it does not prominently highlight these programs in the Summary.
 Praveen P. Tipirneni, M.D.
FirstName LastNamePraveen P. Tipirneni, M.D.
Morphic Holding, Inc.
Comapany NameMorphic Holding, Inc.
June 7, 2019
June 7, 2019 Page 2
Page 2
FirstName LastName
Restated Certificate of Incorporation and Restated Bylaw Provisions, page 160

2.       Your response to prior comment 15 indicates that it is your position
that the reference "to
         the fullest extent permitted by law" in your certificate of
incorporation is sufficient to
         indicate that your exclusive forum provision will not apply to actions
brought under the
         Exchange Act. However, this may not be clear to investors. If you do
not intend to state in
         your certificate of incorporation that the provision does not apply to
actions arising under
         the Exchange Act, please tell us how you will inform investors in
future filings that the
         provision does not apply to any actions arising under the Exchange
Act. In addition,
         please expand your risk factor to state that your exclusive forum
provision applies to
         claims under the Securities Act and to address any uncertainty as to
whether a court would
         enforce an exclusive forum provision with respect to claims under the
Securities Act.
         Please also revise your risk factor to disclose that the provision
does not apply to actions
         arising under the Exchange Act. In addition, revise to provide risk
factor disclosure
         concerning the exclusive forum provision under a separately captioned
heading.
Consolidated Statements of Convertible Preferred Stock and Stockholders'
(Deficit) Equity, page
F-6

3.       Please revise to clearly label all the interim financial information
as unaudited in your
         statement of convertible preferred stock and stockholders' (deficit)
equity.
Notes to Consolidated Financial Statements
12. Option and License Agreements, page F-42

4.       Please disclose, for each the AbbVie and Janssen Agreements, the costs
incurred for each
         period for which a consolidated statement of operations is presented.
Refer to 730-20-50-
         1b.
5.       Please clarify in the fourth paragraph under Janssen agreement -
Accounting
         Analysis whether the "estimated payments to be received from Janssen
for the Company's
         on-going research services" are the same as those that "Janssen will
reimburse the
         Company for all internal and external costs and expenses incurred" at
"agreed upon
         contractual rates" as discussed under Janssen Agreement - Overview.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 Praveen P. Tipirneni, M.D.
Morphic Holding, Inc.
June 7, 2019
Page 3

        You may contact SiSi Cheng at 202-551-5004 or Jim Rosenberg at
202-551-3679 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jeffrey Gabor at 202-551-2544 or Joe McCann at 202-551-6262 with any
other
questions.



                                                        Sincerely,
FirstName LastNamePraveen P. Tipirneni, M.D.
                                                        Division of Corporation
Finance
Comapany NameMorphic Holding, Inc.
                                                        Office of Healthcare &
Insurance
June 7, 2019 Page 3
cc:       Rob Freedman, Esq.
FirstName LastName