August 29, 2019

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

       Re: Intellia Therapeutics, Inc.
           Registration Statement on Form S-3
           Filed August 23, 2019
           File No. 333-233448

Dear Dr. Leonard:

       We have limited our review of your registration statement to those
issues we have
addressed in our comment.

       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
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 this comment, we may have additional comments.

Registration Statement on Form S-3

Description of Capital Stock, page 8

1.     We note that the forum selection provisions in your certificate of
incorporation and by-
       laws identify the Court of Chancery of the State of Delaware as the
exclusive forum for
       certain litigation, including any "derivative action." Please describe
this provision here
       and address the risks to investors posed by the exclusive forum
provision. Please also
       disclose whether this provision applies to actions arising under the
Securities Act or
       Exchange Act. In that 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, and Section
22 of the
       Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
       brought to enforce any duty or liability created by the Securities Act
or the rules and
       regulations thereunder. If the provision applies to Securities Act
claims, please also revise
 John M. Leonard, M.D.
Intellia Therapeutics, Inc.
August 29, 2019
Page 2
       your prospectus to state that there is uncertainty as to whether a court
would enforce such
       provision and that investors cannot waive compliance with the federal
securities laws and
       the rules and regulations thereunder. If this provision does not apply
to actions arising
       under the Securities Act or Exchange Act, please tell us how you will
inform investors in
       future filings that the provision does not apply to any actions arising
under the Securities
       Act or Exchange Act.
        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.

       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
statement.

       You may contact Jeffrey Gabor at 202-551-2544 or Irene Paik at
202-551-6553 with
any questions.



                                                             Sincerely,
FirstName LastNameJohn M. Leonard, M.D.
                                                             Division of
Corporation Finance
Comapany NameIntellia Therapeutics, Inc.
                                                             Office of
Healthcare & Insurance
August 29, 2019 Page 2
cc:       William D. Collins, Esq.
FirstName LastName