March 6, 2019

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

       Re: Precision BioSciences, Inc.
           Registration Statement on Form S-1
           Filed on March 1, 2019
           File No. 333-230034

Dear Mr. Kane:

        We have reviewed your registration statement and have the following
comment. In some
of our comments, we may ask you to provide us with information so we may better
your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comment applies to your facts
circumstances or do not believe an amendment is appropriate, please tell us why
in your

       After reviewing any amendment to your registration statement and the
information you
provide in response to the comment, we may have additional comments.

Registration Statement on Form S-1 filed March 1, 2019

Capitalization, page 85

1.     It is apparent from the accumulated deficit amount presented in the pro
forma column of
       your capitalization table that you do not anticipate a beneficial
conversion feature (BCF)
       charge associated with the issuance and/or conversion of your 2019
Notes. Given the
       variability of the conversion price as disclosed on page F-34, please
tell us your
       consideration for any BCF or contingent BCF associated with these notes.
Reference for
       us the authoritative literature you rely upon to support your position.
        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.
 Matthew Kane
Precision BioSciences, Inc.
March 6, 2019
Page 2

       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

       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
March 6, 2019 Page 2                                       Office of Healthcare
& Insurance
FirstName LastName