CORRESP

July 21, 2014

VIA EDGAR

Ms. Amanda Ravitz

Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-3628

Re: Request for Effectiveness for Registration Statement on Form S-1 of Intersect ENT, Inc. (File No. 333-196974)

Dear Ms. Ravitz:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Intersect ENT, Inc. (the “Registrant”) hereby respectfully requests acceleration of the effectiveness of the above-referenced registration statement (the “Registration Statement”) so that it will be declared effective at 4:00 p.m. Eastern Time on July 23, 2014, or as soon as possible thereafter.

The Registrant hereby authorizes each of Matthew B. Hemington, Seth J. Gottlieb and Brett D. White, each of whom are attorneys with our legal counsel, Cooley LLP, to orally modify or withdraw this request for acceleration.

On behalf of the Registrant, the undersigned acknowledges that:

1. Should the Securities and Exchange Commission (the “Commission”) or its staff (the “Staff”), acting pursuant to delegated authority, declare the filing of the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the filing;

2. The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

3. The Registrant 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.

The Registrant understands that the Staff will consider this request as confirmation by the Registrant of its awareness of its responsibilities under the federal securities laws as they relate to the offering of the securities covered by the Registration Statement.

Once the Registration Statement has been declared effective, please orally confirm that event with Matthew B. Hemington at (650) 843-5062, or in his absence Seth J. Gottlieb at (650) 843-5864, or in his absence Brett D. White at (650) 843-5191.

Very truly yours,

Intersect ENT | 1555 Adams Drive | Menlo Park, CA 94025 | 650.641.2100

INTERSECT ENT, INC.
By:	/s/ Jeryl L. Hilleman
	Jeryl L. Hilleman
	Chief Financial Officer

Intersect ENT | 1555 Adams Drive | Menlo Park, CA 94025 | 650.641.2100

CORRESP

July 21, 2014

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 6010

Washington, D.C. 20549-3628

Re: Intersect ENT, Inc. (the “Company”) – Request for Acceleration

Registration Statement on Form S-1 (File No. 333-196974)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), and as Representatives of the several underwriters of the Company’s proposed public offering of shares of common stock, we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, as amended, requesting effectiveness for 4:00 p.m. Eastern Time on July 23, 2014, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the Act, we wish to advise you that we have distributed approximately 3,040 copies of the Company’s Preliminary Prospectus dated July 14, 2014 through the date hereof to underwriters, dealers, institutions and others.

We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

J.P. MORGAN SECURITIES LLC

PIPER JAFFRAY & CO.

As Representatives of the several Underwriters

By: J.P. MORGAN SECURITIES LLC

	By:	/s/ Ben H. Burdett
	Name: Ben H. Burdett
	Title: Vice President
By: PIPER JAFFRAY & CO.
	By:	/s/ Christie L. Christina
	Name: Christie L. Christina
	Title: Managing Director

SIGNATURE PAGE TO ACCELERATION REQUEST