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                            April 20, 2023

       James Mock
       Chief Financial Officer
       Moderna, Inc.
       200 Technology Square
       Cambridge, MA 02139

                                                        Re: Moderna, Inc.
                                                            Form 10-K for the
fiscal year ended December 31, 2022
                                                            Filed February 24,
2023
                                                            File No. 1-38753

       Dear James Mock:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comment.

              Please respond to this comment within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this comment, we may have additional comments.

       Form 10-K for the fiscal year ended December 31, 2022

       Management's Discussion and Analysis of Financial Condition and Results
of Operations, page
       97
       Results of operations, page 104

   1.                                                   You disclose on page
105 that the increases in cost of sales during 2022 "were mainly due
                                                        to write-downs for
excess and obsolete inventory related to our COVID-19 vaccines,
                                                        unutilized
manufacturing capacity and losses on firm purchase commitments of raw
                                                        materials, driven by a
shift in product demand, as well as a catch-up royalty payment of
                                                        $400 million to the
National Institute of Allergy and Infectious Diseases" (NIAID). We
                                                        note the following:

                                                              The inventory
write-down of $1.3 billion is not quantified until page 136 - wherein
                                                            you have also
disclosed that write-downs were "immaterial" in 2021 and 2020 - and
                                                            the nature is not
described. However, the fourth quarter of 2022 earnings release
                                                            indicates that the
write-downs are "related to COVID-19 products that have exceeded
 James Mock
Moderna, Inc.
April 20, 2023
Page 2
              or are expected to exceed their approved shelf-lives prior to
being used".
                The unutilized manufacturing capacity charge is not quantified
nor is its nature
              described. The fourth quarter of 2022 earnings release indicates
that the charge is
              $776 million.

         Given the materiality of cost of sales to your income from operations
and net income and
         the concerns presented in the foregoing bullets, please revise the
future disclosures in your
         filings as applicable to provide: i) more prominent quantitative
information of such
         significant charges and a fulsome description of the facts and
circumstances that have
         resulted in these charges; and ii) an informative discussion of the
trends and factors you
         are experiencing that would help a reader better understand the
appropriateness of such
         charges as your operations and jurisdictions are transitioning toward
endemic seasonal
         market environments for your products. For example, because the
inventory write-down
         was $1.3 billion in 2022 compared to being immaterial in 2021, your
disclosure should
         quantify the shelf-life of your COVID-19 vaccines, the remaining
shelf-life of the
         inventory on the books as of December 31, 2022, etc.
       In closing, 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.

       You may contact Jenn Do at (202) 551-3743 or Daniel Gordon at (202)
551-3486 with
any questions.



FirstName LastNameJames Mock                                   Sincerely,
Comapany NameModerna, Inc.
                                                               Division of
Corporation Finance
April 20, 2023 Page 2                                          Office of Life
Sciences
FirstName LastName