March 11, 2019

John Leonard
President and Chief Executive Officer
Intellia Therapeutics, Inc.
40 Erie Street, Suite 130
Cambridge, MA 02139

       Re: Intellia Therapeutics, Inc.
           Post-Effective Amendment No. 2 to Form S-3
           Filed February 27, 2019
           File No. 333-227814

Dear Dr. Leonard:

       We have reviewed your post-effective amendment 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.

Post-Effective Amendment No. 2 to Form S-3

General

1.     We note that you incorporate by reference your Form 10-K for the fiscal
year ended
       December 31, 2018; however, the Form 10-K incorporates by reference
information from
       your definitive proxy statement that has not yet been filed. Please note
that we will not be
       in a position to accelerate the effective date of your registration
statement until you have
       amended the Form 10-K to include Part III information or filed the
definitive proxy
       statement. Please refer to Compliance and Disclosure Interpretations,
Securities Act
       Forms Question 123.01 and Regulation S-K Question 117.05 for guidance.
2.     We note that you have pending requests for confidential treatment.
Please be advised that
       we will not be in a position to declare your registration statement
effective until we
       resolve any issues concerning the confidential treatment requests.
 John Leonard
Intellia Therapeutics, Inc.
March 11, 2019
Page 2

        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.

       Please contact Dorrie Yale at 202-551-8776 or Erin Jaskot at
202-551-3442 with
any questions.



                                                          Sincerely,
FirstName LastNameJohn Leonard
                                                          Division of
Corporation Finance
Comapany NameIntellia Therapeutics, Inc.
                                                          Office of Healthcare
& Insurance
March 11, 2019 Page 2
cc:       William Collins
FirstName LastName