November 15, 2018

Matthew Kane
President and Chief Executive Officer
Precision BioSciences, Inc.
302 East Pettigrew St., Suite A-100
Durham, NC 27701

       Re: Precision BioSciences, Inc.
           Draft Registration Statement on Form S-1
           Submitted on October 19, 2018
           CIK No. 0001357874

Dear Mr. Kane:

       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
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 comments 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 filed registration statement, we may
have additional

Draft Registration Statement on Form S-1

Prospectus Summary, page 1

1.     We note your statements of industry leadership on pages 1 and 3. Given
the early stage of
       your development and the competition in this space, please tell us the
basis for your
       leadership claims. Also, revise the "Overview" section on page 1 to
clarify that your
       operations are preclinical in nature.
2.     We note numerous performance claims on pages 1-4, and elsewhere in the
       concerning I-Crel nucleases generally and your ARCUS neucleases and
platform. Given
       your risk factor disclosures on page 15 concerning the differences
between animal and
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         human DNA and on page 31 concerning off-target editing in humans, it
is not clear what
         basis you have to make these performance claims. For instance, and
without limitation,
         we refer to your disclosures concerning I-Crel's ability to achieve "a
high level of on-
         target editing" and your ability to redirect ARCUS nucleases "without
compromising its
         editing abilities." Accordingly, please revise to clarify the basis
for performance claims
         and balance the Summary presentation to highlight challenges you face
as you advance
         into clinical development. To avoid confusion, please also consider
placing disclosures
         concerning the attributes of I-Crel under a heading separate from one
that addresses the
         attributes of your proprietary ARCUS nucleases.
3.       We refer to your table on page 3 depicting your product development
pipeline. Please
         revise to remove the unidentified in vivo gene correction platform
candidate or tell us why
         you believe the inclusion of this unidentified program candidate is
appropriate. Also,
         revise your presentation so that all text contained in the table is
4.       We refer to the final paragraph on page 3 and your disclosure on page
90 concerning the
         Servier collaboration agreement. Please revise your Summary discussion
on page 3 to
         explain briefly your role in the development of each antigen target
selected by Servier.
         Also clarify here, and elsewhere in the prospectus, whether Servier
has selected any
         antigen targets in addition to the CD19 target.
5.       Please revise the Summary to explain briefly the following terms at
first use or in close
         proximity thereto: "immunotherapy", "CAR T Cells", "allogeneic", "in
vivo" and "base 3'
6.       We refer to the second paragraph on page 4 concerning your Food and
         segment. Please revise to explain briefly how your business model is
         With reference to your risk factor discussion on page 12, please
revise to briefly discuss
         the potential timeline for commercialization of product candidates in
this segment.
Risk Factors
We expect to take advantage..., page 15

7.       Your risk factor disclosure on page 15 discusses your intention to
take advantage of a
         research tax incentive program in Australia; however, your Business
discussion does not
         address any operations or plans concerning Australia. Accordingly,
please revise your
         Business discussion or advise.
Use of Proceeds, page 80

8.       With reference to your product pipeline table on page 3 and your R&D
expense table on
         page 92, please revise the Use of Proceeds section to identify the
approximate amount of
         proceeds, if any, intended for each clinical and preclinical
candidate. For each candidate,
         indicate whether the offering funds are intended to be used to reach a
particular stage of
         development. To the extent that offering funds will not be sufficient
to complete a
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         particular stage of development, please also explain the need for
additional funding to
         complete that stage of development.
Management's discussion and analysis of financial condition and results of
Critical accounting policies and use of estimates
Stock-based compensation, page 104

9.       Once you have an estimated offering price or range, please explain to
us how you
         determined the fair value of the common stock underlying your equity
issuances and the
         reasons for any differences between the recent valuations of your
common stock leading
         up to this offering and the estimated offering price. This information
will help facilitate
         our review of your accounting for equity issuances including stock
compensation and
         beneficial conversion features.
Our ARCUS genome editing platform, page 115

10.      We refer to the final sentence in the first paragraph under the
heading. Please revise to
         disclose how many ARCUS nucleases you have patented to date and
discuss, as
         applicable, any uncertainty concerning whether an engineered nuclease
is patentable.
Our product development platform approach , page 117

11.      We refer to your disclosures on pages 123 and 124 concerning the four
product candidates
         in your CAR T cell development pipeline. In this section you disclose
         without providing information concerning the studies or the results
that formed the basis
         for your conclusions. Accordingly, please substantially revise this
section to explain the
         studies, including who conducted them, their scope and design, and the
primary and
         secondary endpoints, if any.
Our food and agriculture program, page 127

12.      With reference to your footnote disclosure on page 3, please revise
the Business
         discussion to discuss the development stages for food and agricultural
products. Discuss,
         as applicable, whether there is any regulatory significance or
implications tied to
         achievement of the various field stages. In this regard, we note that
your disclosure on
         page 149 discusses the process for submitting petitions requesting a
determination of non-
         regulated status.
Ultra-low saturated fatty acid canola oil..., page 130

13.      We note your disclosure here and elsewhere in the prospectus
highlighting your
         achievement of significantly lower levels of saturated fatty acids in
edited canola oil
         varieties. Please tell us, and revise, as applicable, to discuss the
challenges you face in
         development of these canola oil varieties, including, as applicable,
whether you have
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         observed any less desirable traits. For instance, please tell us
whether the optimized
         varieties have shown altered levels of other fats or whether the
varieties have altered
         cooking properties (e.g., a materially different smoke point).
License and Collaboration Agreements, page 132

14.      We note your disclosure on F-28 that you entered into a research,
collaboration and
         license agreement with the University of Pennsylvania that includes
three gene knockout
         programs and up to three gene knockin or gene repair programs in which
the company
         will provide funding to the University of Pennsylvania and receive a
license to certain
         technology invented under the agreement. Please expand your License
and Collaboration
         Agreement disclosure to describe the material terms of the agreement,
including financial
         and termination provisions. Additionally, please file this agreement
as an exhibit or
         provide an analysis supporting a determination that you are not
required to file it pursuant
         to Item 601(b)(10) of Regulation S-K.
License and Collaboration Agreements
Servier, page 132

15.      Please revise to discuss Servier's obligations, if any, to develop and
commercialize a
         candidate following exercise of a commercial option. Discuss, as
applicable, whether the
         agreement contains development and commercialization milestones that
must be achieved
         by specific deadlines.
16.      We note your disclosure on page 132 that you are eligible to earn
tiered royalties on net
         sales of optioned products ranging from mid single-digit to low
double-digit percentages.
         The upper bound of the range is very broad and therefore does not
provide investors with
         a meaningful understanding of the potential royalty payments.
Accordingly, please revise
         so that the range for the upper bound is discernible within 10
percentage points.

Competition, page 135

17.      Please revise your discussion of competitive conditions by describing
the current
         landscape for patent protections in your industry. In this regard, we
note that across
         several risk factors on pages 52 to 63 you highlight risks stemming
from existing third-
         party patents and patent applications. We further note your 2014
patent litigation
         settlement with Cellectis. In your discussion of the competitive
landscape, identify
         specific patents and patent applications, if material, as well as
their holders/applicants.
Notes to consolidated financial statements
Note 1: Description of business and summary of significant accounting policies
Share-based compensation, page F-12

18.      It appears that your policy to recognize the grant-date fair value of
stock options granted
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         to non-employees over the requisite service period is consistent with
the guidance
         applicable to employee grants under ASC 718. Please tell us how your
policy complies
         with the equity-based payments to non-employees guidance in ASC
Recent accounting pronouncements not yet adopted, page F-12

19.      Please revise your disclosure on page F-13 regarding the new revenue
         standards under ASC 606 to specifically discuss your consideration of
the transition
         method to be applied under ASC 606-10-65-1d.
Note 13: Collaboration and license agreements, page F-26

20.      Please address the following comments related to your agreement with
Les Laboratories
           Tell us why you recognized only $5.8 million and $4.8 million of
revenue under this
            agreement in 2017 and 2016, respectively, when you disclose on page
94 that you
            recognize the $105.0 million upfront fee ratably over the 9.5 year
performance period
            which would imply recognition of approximately $11.1 million on an
annual basis.
           Revise your disclosure to clearly identify each deliverable and
separate unit of
            accounting, the arrangement consideration allocated to each
separate unit of
            accounting and how you will account for each. See ASC 605-25-50-2.
In this regard,
            although you indicate on the top of page F-27 that "certain
development milestones
            related to early-stage activities" are nonsubtantive and are
combined with the
            development license into a single unit of accounting, you do not
appear to discuss the
            accounting for substantive milestones or the option exercise fees
under the
           Revise your disclosure to disclose a description and the amount of
each milestone
            within the $1.6 billion of potential consideration disclosed at the
bottom of page F-26
            as well as whether each is substantive as required by ACS

Note 15: Subsequent events, page F-28

21.      Please revise your disclosure here and in your contractual obligations
and commitments
         disclosure on page 101 to indicate the magnitude of your commitment
under the research,
         collaboration and license agreement with the University of
Pennsylvania. Otherwise, tell
         us why such disclosure is not warranted.

22.      Please provide us proofs of all graphics, visual, or photographic
information you will
         provide in the printed prospectus prior to its use, for example in a
preliminary prospectus.
         Please note that we may have comments regarding this material.
23.      Please supplementally provide us with copies of all written
communications, as defined in
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Precision BioSciences, Inc.
November 15, 2018
Page 6
         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.
       You may contact Mark Brunhofer at (202) 551-3638 or Mary Mast at (202)
551-3613 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jeffrey Gabor at (202) 551-2544 or Joseph McCann at (202) 551-6262 with
any other

FirstName LastNameMatthew Kane                                 Sincerely,
Comapany NamePrecision BioSciences, Inc.
                                                               Division of
Corporation Finance
November 15, 2018 Page 6                                       Office of
Healthcare & Insurance
FirstName LastName