February 19, 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.
           Amendment No. 1 to Draft Registration Statement on Form S-1
           Submitted on December 28, 2018
           CIK No. 0001357874

Dear Mr. Kane:

      We have reviewed your amended 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 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
comments.

Amendment No.1 to Draft Registration Statement on Form S-1

Our Foundation I-Crel, page 1

1.     We note revisions in response to prior comment 2 in which you broadly
cite "scientific
       literature" and "various third-party studies" to support performance
claims concerning I-
       Crel. Please revise your Business section to identify and discuss the
literature and studies
       that you highlight in your Summary.
Food and Agriculture, page 4

2.     We refer to prior comments 1 and 6 and note your revised disclosure on
page 4
       indicating that you have "successfully" edited a variety of plant
species. Please revise to
       clarify how you measure editing success in the context of food and
agriculture (e.g.,
 Matthew Kane
FirstName LastNameMatthew Kane
Precision BioSciences, Inc.
Comapany NamePrecision BioSciences, Inc.
February 19, 2019
February 19, 2019 Page 2
Page 2
FirstName LastName
         safety, nutrition, flavor). Given that you have not conducted field
testing, please tell us
         the basis you have to make this performance claim. In addition, please
revise this section
         of the Summary to clarify that you have not commercialized any food
and agriculture
         products to date and to explain that you must undertake field testing
prior to
         commercializing any such products. Also revise to explain briefly the
term "pre-breeding
         material."

Our amended and restated certificate of incorporation provides that the Court
of Chancery...,
page 77

3.       We note that your forum selection provision identifies the Court of
Chancery of the State
         of Delaware as the exclusive forum for certain litigation, including
any "derivative
         action." Please disclose whether this provision applies to actions
arising under the federal
         securities laws. Also ensure that the exclusive forum provision in
your proposed
         organizational documents states this clearly. In this regard, we note
that Section 27 of the
         Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any
         duty or liability created by the Exchange Act or the rules and
regulations thereunder.
Notes to consolidated financial statements
Note 13: Collaboration and license agreements, page F-26

4.       We acknowledge your response to the third bullet of prior comment 20.
The disclosure of
         the potential receipt of an aggregate $1.6 billion in milestones under
the Servier
         agreement does not provide financial statement users with any
information to assess the
         likelihood of receipt or the potential timing of receipt. As a result,
please revise your
         disclosure to aggregate your potential milestones into subcategories
based on the nature of
         the underlying milestones. For example, aggregation by early-stage
development, late-
         stage development, regulatory submission, regulatory approval and
sales-based milestones
         appear to be reasonable and appropriate.
Condensed consolidated statements of changes in stockholders' equity (deficit)
(Unaudited), page
F-34

5.       Please revise your submission to provide the comparable interim
information for 2017 as
         required by Rule 8-03(a)(5) of Regulation S-X.
Notes to unaudited condensed consolidated financial statements
Note 9: Collaboration and license agreements
Collaboration and license agreement with Gilead, page F-45

6.       Please 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. Also, disclose
aggregate
         milestone consideration to be received by subcategories based on the
nature of the
 Matthew Kane
Precision BioSciences, Inc.
February 19, 2019
Page 3
         underlying milestones consistent with the comment above on your
Servier agreement.
         Refer to ASC 605-28-50-2.
       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
questions.



FirstName LastNameMatthew Kane                             Sincerely,
Comapany NamePrecision BioSciences, Inc.
                                                           Division of
Corporation Finance
February 19, 2019 Page 3                                   Office of Healthcare
& Insurance
FirstName LastName