May 12, 2005


David J. Drachman
President and Chief Executive Officer
AtriCure, Inc.
6033 Schumacher Park Drive
West Chester, Ohio 45069

Re:	AtriCure, Inc.
      Registration Statement on Form S-1
      Filed April 20, 2005
		File No. 333-124197

Dear Mr. Drachman:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

1. Please confirm that any preliminary prospectus you circulate
will
include all non-Rule 430A information.  This includes the price
range
and related information based on a bona fide estimate of the
public
offering price within that range, and other information that was
left
blank throughout the document.  Also note that we may have
additional
comments after you file this information.
2. Please note that we will also have comments when you complete
the
numerous blanks thoroughout the filing that are not price related.


Cover Page
3. In order to comply with the staff`s long standing position,
please
remove the language designating UBS Investment Bank and Piper
Jaffray
as "joint book-running managers."

Summary - Page 1
4. Expand the first paragraph to provide more detailed and
specific
information regarding the current status of FDA approval,
including
the steps you need to take before you can obtain FDA approval and
an
estimate of how long it may take before you receive FDA approval
for
the treatment of AF.  Define the term "off-label" use.
5. In the second paragraph where you use the term "full commercial
release," expand to explain the current FDA-approved uses of your
product and the extent to which your product is so used.
6. We note your substantial disclosure here and in the Business
section describing the market opportunity for the use of your
product
in the treatment of atrial fibrillation.  Reconcile this
disclosure
with the fact that your product has not been approved by the FDA
for
the treatment of atrial fibrillation and you are not permitted to
market your product for such use until you have received approval
from the FDA.  Revise to discuss the restrictions on your ability
to
market or promote your system for off-label uses and to train
physicians to use your system for ablation of cardiac tissue or
the
surgical treatment of AF, and limit appropriately your discussion
of
the market opportunity for the use of your product to treat atrial
fibrillation.
7. Please revise your disclosure, here and in the business
section,
to state briefly the basis for your beliefs that:
* Your system is "safe, rapid, and reliable," and that surgeons
have
used your system "to safely, rapidly and reliably" create
transmural
lesions, particularly considering your adverse event disclosure on
pages 52 - 53 and your disclosure on page 8 that limited clinical
data is available relating to the safety and effectiveness of your
system,
* Your system "reduces the risk of blood clots, strokes and damage
to
adjacent anatomical structures," and
* "Leading cardiothoracic surgeons have widely adopted" your
system
as a "standard treatment alternative" for atrial fibrillation.
Also supplementally provide support for these findings.  Please
clearly mark the supporting statements.  Specifically identify any
professionals with whom you have entered into consulting
agreements
if they also have authored any articles you are furnishing as
supplemental support.
8. We note your statement here and on page 40 that you believe
"the
AtriCure bipolar ablation system is currently a market leader in
the
treatment of AF during open-heart surgical procedures."  Provide
supplemental independent support for this statement of leadership
position.  Please mark the section or sections of the supplemental
materials that supports your statement.

	Our Solution - Page 2
9. Please balance the discussion of your "solution" with a
discussion
of the principal challenges or risks facing the company, such as
the
fact that you have not yet received FDA approval of your product
to
treat the market you have targeted and the consequences of the
lack
of FDA approval.
10. Reconcile the disclosure in the first bullet with the
disclosure
on page 9, which indicates that you have not begun clinical trials
to
treat AF as a sole-therapy minimally invasive procedure yet.
11. We note the disclosure at the bottom of page 9, which
indicates
that "we may not make claims about the safety or effectiveness of
the
AtriCure bipolar ablation system for the ablation of cardiac
tissue
or the treatment of AF...."  Reconcile that prohibition with the
bullets under this caption.

      Recent Events - Page 3
12. Here and in the Business section, under a revised heading that
more accurately describes the concurrent acquisition of related
party
Enable Medical Corporation, please expand to discuss briefly the
material terms of the acquisition agreement and the reason you are
acquiring Enable at this time.  For instance, we note your
disclosure
that one reason for the acquisition is to provide you with "better
control over research, development, and manufacturing activities,"
although the companies appear to be currently under common
control.
Disclose how the purchase price was determined, and quantify how
much
will be paid to affiliates of AtriCure.  Briefly describe the
extent
of the affiliation between Enable and AtriCure and AtriCure`s
officers and directors.  Finally, please file the agreement as an
exhibit to the registration statement.

The Offering - Page 4
13. Please revise to quantify the portion of the proceeds of the
offering to be used for each purpose indicated.
14. Please revise to indicate that Enable is a related party, and
briefly explain the basis of the affiliation between Enable and
AtriCure.
15. We note your disclosure on pages 38 and F-14 that upon
completion
of this offering, you must repay the amount you borrowed under the
terms of a credit facility that you entered into on March 8, 2005
with Lighthouse Capital Partners, and that you will additionally
pay
a fee of 15% of the aggregate amount borrowed under the credit
line.
Please revise here and on page 38 to quantify the dollar amount
outstanding under this credit facility, the dollar amount of the
15%
fee, and clarify whether you intend to use proceeds from the
offering
to pay these amounts.

Risk Factors - Page 7

Risks Relating to Our Business - Page 7
16. Many of your risk factors describe multiple risks. For
instance,
under one risk factor caption regarding the impact of failure to
comply with FDA regulations on pages 15 - 17, you discuss multiple
risks, such as risks resulting from improper product promotion,
noncompliance with ongoing QSR regulations, and the potential
negative impact of adverse event reporting.  Please revise
throughout
this section to provide individual risk factor disclosure under
captions that more specifically describe each particular risk
facing
the company.
17. Under a separate risk factor caption, disclose the risks
regarding the fact that medical malpractice carriers are raising
premiums or withdrawing coverage for doctors to perform procedures
using off-label devices such as your system, as noted on page 12.

Risks Relating to the Offering - Page 22
18. Please add a risk factor discussing the risks to investors
associated with the fact that in excess of 10% of the anticipated
gross proceeds of the offering will be used to acquire the
business
of a related party.

Use of Proceeds - Page 28
19. Given the timing of the termination provision of the credit
facility with Lighthouse Capital Partners, it appears that a
portion
of the offering proceeds will be used to repay the amounts
borrowed
and the fee due at maturity.  Revise to quantify these amounts and
provide the disclosures required by Instruction 4 to Item 504 of
Regulation S-K.
20. Please revise to provide the disclosure required by
Instruction 6
to Item 504 of Regulation S-K concerning the acquisition of
Enable.
Also quantify the amount of proceeds affiliates will receive as a
result of the Enable acquisition.

Capitalization - Page 29
21. Revise to remove the caption relating to cash and cash
equivalents from your presentation of capitalization.

Management`s Discussion and Analysis - Page 34

Results of Operations - Page 36
22. Please revise to quantify the increase in volume of units sold
and to clarify whether price increases contributed to the increase
in
revenue from the prior period. Please expand to discuss and
quantify
each factor that contributed to the significant increase each
period,
including the impact from the addition of new products. Your
discussion of cost of revenues should also provide quantitative
details as to the increase in product shipments and clarify why
the
items discussed resulted in an increase to cost of revenues
compared
to prior year while cost of revenues as a percentage of total
revenues remained the same for both years.
23. In addition, expand your discussion of expenses to discuss and
quantify each significant factor that contributed to the
significant
variances each period.
24. Revise your discussion of research and development expense to
also address the status of specific R&D projects or groups of
related
projects and any uncertainties associated with completing the
projects.  Also, revise to disclose whether historical R&D costs
are
indicative of future expenses.
25. We note your research and development expenses increased in
2004
as a result of the hiring of additional engineers, and that your
selling, general and administrative expenses increased in 2003 due
to
the "rapid expansion" of your sales force.  Please quantify the
number of employees added and describe why additional employees
were
hired during each period discussed, particularly with respect to
the
additional salespeople considering your disclosure on page 7 that
you
do not believe doctors are using your system for any purpose other
than the surgical treatment of atrial fibrillation, although you
currently do not have the requisite FDA approval to market your
product for the treatment of atrial fibrillation.


Liquidity and Capital Resources - Page 37
26. Please revise to discuss the nature of the non-cash preferred
stock interest expense in your description of the differences
between
net loss and cash used in operations.  In addition, please revise
to
more fully discuss your business` sources and uses of cash and
capital expenditures.  That analysis should focus on the drivers
of
your cash flows and should not be a recitation of the line items
in
your cash flow statement.
27. Please revise to clarify whether the $500,000 non-refundable
payment to Enable in January 2005 is considered a down payment of
the
purchase price or paid in addition to the stated purchase price of
$6.5 million ($7 million if the closing of the offering occurs
after
July 1, 2005).
28. Please file the credit agreement with Lighthouse Capital
Partners
as a material contract exhibit to the registration statement.
Refer
to Item 601(b)(10)(i)of Regulation S-K.
29. Please expand the discussion of critical accounting estimates
to
more fully describe subjective judgments and uncertainties and
significant estimates associated with its application.  While the
notes to financial statements should present the basic accounting
policies, critical accounting policy disclosure should address the
nature and extent of subjective judgments and uncertainties
involved
in applying a principle at a given time or the variability that is
reasonably likely to result from its application over time.  For
example, the stock based compensation should be included as a
critical accounting policy since it appears from your disclosures
that there is significant judgment in your accounting for stock
based
compensation.  Refer to FR-60 and FR 72.

Business - Page 40
30. Please expand your disclosure to discuss the development of
your
business as required by Item 101(a)(1) of Regulation S-K.  In
particular, describe the spin-off transaction in 2000 and explain
the
business purpose for the transaction.
31. Please provide the disclosure of the material effects of
environmental regulations on your business pursuant to Item
101(c)(1)(xii) of Regulation S-K.  In this regard, we note your
disclosure on page 22.
32. In an appropriate location in the filing, provide more
detailed
information about consultants and compensation paid to them.


Clinical Trials - Page 45
33. Revise to explain what IDE approval from the FDA is, and
clarify
here and on page 51 whether you will need to obtain an IDE prior
to
each clinical trial you will conduct.  If so, provide an estimate
of
how long the approval process could take for each IDE.

Intellectual Property - Page 55
34. Please revise to state the duration of your patents.

Manufacturing - Page 56
35. Please revise to discuss briefly the material terms of your
agreement with the supplier of your ablation sensing unit,
including
any significant obligations or commitments of the parties,
duration,
termination provisions, and any intellectual property
indemnification
provisions.  Also identify the supplier.

Management - Page 58
36. We note your disclosure on page 61 that there are existing
voting
agreements among the holders of your common stock, Series A
preferred
stock, and Series B preferred stock.  Please revise to briefly
discuss the terms of the agreements, and file them as exhibits to
the
registration statement.  Refer to Item 601(b)(9) of Regulation S-
K.

Principal Stockholders - Page 68
37. Please revise to identify the natural persons who have or
share
voting and/or investment control of the shares held by the
entities
identified in the table.

Certain Relationships and Related Party Transactions - Page 70

Enable - Page 72
38. Please revise to discuss in greater detail the material terms
of
the acquisition agreement and provide the disclosures required by
Instruction 5 to Item 404(a) of Regulation S-K.
39. Please expand your disclosure to discuss the material terms of
the current manufacturing and supply agreement with Enable,
including
any significant obligations or commitments of the parties,
duration,
termination provisions, and any intellectual property
indemnification
provisions.  Please file this agreement as an exhibit to the
registration statement pursuant to Item 601(b)(10)(i) of
Regulation
S-K.

Shares Eligible for Future Sale - Page 80
40. Please disclose the number of holders of your common stock as
required by Item 201(b) of Regulation S-K.

Underwriting - Page 82
41. We note your disclosure that in connection with the offering,
certain underwriters or dealers may distribute prospectuses
electronically.  Please describe supplementally the procedures for
the electronic offer, sale and distribution of the shares and
identify the underwriters who may engage in such a distribution.
If
you become aware of any additional members of the underwriting
syndicate that may engage in electronic offers, sales or
distributions after you respond to this comment, promptly
supplement
your response to identify those members and provide us with a
description of their procedures.
Also, in your discussion of the procedures, tell us how your
procedures ensure that the distribution complies with Section 5 of
the Securities Act.  In particular:
* the communications used;
* the availability of the preliminary prospectus;
* the manner of conducting the distribution and sale, like the use
of
indications of interest or conditional offers; and
* the funding of an account and payment of the purchase price.
Finally, tell us whether you or the underwriters have any
arrangements with a third party to host or access your preliminary
prospectus on the internet.  If so, identify the party and the
website, describe the material terms of your agreement and provide
us
with a copy of any written agreement.  Provide us also with copies
of
all information concerning your company or prospectus that has
appeared on their website. Again, if you subsequently enter into
any
arrangements like this, promptly supplement your response.
   We may have further comment.


Index to Financial Statements - Page F-1
42. Revise your filing to include Schedule II - Valuation and
Qualifying Accounts for Atricure, Inc.  Your independent
registered
public accountant should audit this schedule.  Refer to Article 12
of
Regulation S-X.
43. Consideration should be given to the updating requirements of
Rule 3-12 of Regulation S-X.

Consolidated Financial Statements of AtriCure, Inc. for the year
ended December 31, 2004

Report of Independent Registered Public Accounting Firm - Page F-2
44. We note your "draft" report for the effect of a reverse stock
split of your stock, which will become effective at the closing of
the offering.  Prior to going effective the audit report should be
signed and the draft language should be removed.

Statements of Shareholders` Deficit - Page F-5
45. Please revise to disclose changes in the number of shares
outstanding for each period for which changes in retained earnings
are reported.  It is acceptable to disclose only the changes for
the
most recent annual period.

Note 1.  Summary of Significant Accounting Policies - Page F-7

Nature of Business
46. Provide more details of the accounting for the spin-off
transaction, including the basis for recording the assets and
liabilities after the spin-off and the amount of common ownership
between the entities after the transaction.

Revenue Recognition
47. Tell us why shipment is the appropriate point for product
sales
revenue.  Supplementally describe the terms and conditions of
product
sales in sufficient detail to support that your practice is
appropriate under SAB 104 and EITF 00-21.  Please revise to
address
the nature and extent of any post shipment obligations, rights of
return, sales incentives and customer acceptance provisions,
including discussion of how these impact your revenue recognition
practices.  In addition, address return policies and payment terms
for both end-users and distributors.


Property and Equipment
48. We see that you loan cryo-units and generators at no cost to
medical providers to use your products.  Tell us how you have
considered whether this arrangement represents a separate unit of
accounting under EITF 00-21.  Tell us why a portion of revenue
from
the sale of the related products should not be deferred and
recognized over the period the equipment is on loan.  Please
indicate
the basis for the 3 year depreciation period. In addition, clarify
whether this equipment is provided on a consignment basis, and if
it
subsequently sold to the customer. Details of the accounting
treatment for this loaned equipment should be provided.
Note 2.  Stock Option Plan - Page F-9
49. We see from page 66 that you may grant stock appreciation
rights
under your Equity Incentive Plan.  Tell us whether you have
granted
any stock appreciation rights and, if so, please revise your
filing
to disclose how you are accounting for the rights in your audited
financial statements.
50. We are deferring any evaluation of stock compensation
recognized
until the estimated offering price is specified, and we may have
further comments in that regard when you file the amendment
containing that information.
51. Please provide us with a schedule showing in chronological
order,
the date of grant, optionee, number of options granted, exercise
price and the deemed fair value of the underlying shares of common
stock for the options issued within the year preceding the
contemplated IPO. Also, provide a similar schedule for issuances
of
common stock. Please indicate the compensation recorded for each
of
these issuances and reconcile to the amounts recorded in the
financial statements. Tell us the objective evidence and analysis
which supports your determination of the fair value at each grant
and
stock issuance date.  Discuss the nature of any events which
occurred
between the dates the options were granted and the date the
registration statement was filed.   Relate your valuation
methodology
to the valuation methodology used to calculate your initial public
offering price range. In addition, provide details of estimated
pricing information from the underwriters and indicate whether
this
was considered in determining estimated fair value of the stock,
options and warrants issued.
52. For options granted during the twelve months prior to the date
of
the most recent balance sheet, please disclose the following in
the
notes to your financial statements:
a. For each grant date, the number of options granted, the
exercise
price, the fair value of your common stock, and the intrinsic
value
(if any) per option.
b. Whether the valuation was contemporaneous or retrospective.
c. If the valuation specialist was a related party, please
disclose
that fact.
53. From your disclosure on page F-10, it appears as though your
valuation was retrospective.  We believe that the following
disclosures would be helpful to an investor since changes in your
methodologies and assumptions could have a material impact upon
your
financial statements.  Please revise to provide the following
disclosures in MD&A:
a. The aggregate intrinsic value of all outstanding options based
on
the midpoint of the estimated IPO price range.
b. Discuss the significant factors, assumptions and methodologies
used in determining fair value for those options granted during
the
twelve months prior to the date of the most recent balance sheet.
c. Discuss each significant factor contributing to the difference
between the fair value as of the date of grant and the estimated
IPO
price for options granted during the twelve months prior to the
date
of the most recent balance sheet.
d. Disclose the valuation method used and the reasons why you
choose
that method.
54. We see that you adjusted the fair value of your stock
subsequent
to the issuance of stock options during 2004.  Please update the
schedule on page F-10 to show the revised fair value of options
issued.

Note 3. Convertible Debt - Page F-11
55. Please revise to disclose the method used to determine the
fair
value of the warrants issued with the convertible debt and the
beneficial conversion feature embedded in the convertible note.
Note 4.  Redeemable Preferred Stock - Page F-11
56. We note that if the Series A or B Preferred stock is converted
prior to redemption, no amount is due for the 15% rate.  We also
note
that upon completion of the IPO, subject to certain terms, all
preferred stock will convert to common stock.  Revise to disclose
how
you will account for the amount accrued for the 15% rate if all
preferred stock is converted to common stock upon completion of
the
IPO.   Additionally, tell us why it is appropriate to accrue the
15%
rate as interest expense.

Note 6.  Related Party - Page F-25
57. Please revise to disclose all significant transactions with
related parties separately on the face of the financial
statements.
Refer to SFAS 57 and Rule 4-08 (k) of Regulation S-X.

Consolidated Financial Statements of Enable Medical Corporation,
Inc.
for the year ended December 31, 2004

Note 1. Summary of Significant Accounting Policies - Page F-20

Revenue Recognition
58. Please revise to provide a more detailed analysis of your
revenue
recognition policy.  Disclose why shipment is the appropriate
point
for product sales revenue. Specifically address the nature and
extent
of any post shipment obligations, rights of return and customer
acceptance provisions, including discussion of how such
obligations
and provisions are considered in your practices.  Regarding
product
development details, disclose the significant terms of your
product
development agreements and why you recognize revenue as contract
costs are incurred.  The accounting for these arrangements should
be
clearly disclosed.

Note 2. Stock Option Plan - Page F-22
59. Revise to disclose details of how the fair values for the
options
issued in fiscal 2004 were determined, including details of the
specific assumptions, estimates and valuation methodologies used.
Clarify the amount of compensation recorded related to these
options
and how this complies with SFAS 123.

Note 5.  Related Party - Page F-25
60. Please revise to disclose all significant transactions with
related parties separately on the face of the financial
statements.
Refer to SFAS 57 and Rule 4-08 (k) of Regulation S-X.

Unaudited Pro Forma Combined Financial Information as of and for
the
year ended December 31, 2004

General
61. We note the discussion on page 27 that you expect to use $6
million of the net proceeds of this offering to acquire Enable.
Please reconcile this with the $6.5 to $7 million disclosed on
page
F-25.
Note 2.  Pro Forma Adjustments to the Unaudited Combined Balance
Sheet - Page F-30
62. Tell us how you considered EITF 04-1 in considering whether
there
is a preexisting relationship between AtriCure and Enable that
should
be accounted for as a multiple-element transaction and measured
and
accounted for in purchase accounting.  We note from page 72 that
you
have a master manufacturing and supply agreement with Enable.
63. Revise to provide details of the purchase price allocation
that
includes the purchase price, the estimated fair value of the
assets
and liabilities acquired and the allocation to identifiable
intangible assets and goodwill.  You should clearly identify the
fair
value adjustments to net tangible assets and liabilities acquired
and
indicate how you determined the value allocated to identifiable
intangible assets.  In addition, describe the factors that
contributed to a purchase price resulting in the recognition of
significant amounts of goodwill.
64. If your purchase price allocation is preliminary, please
disclose
that fact and discuss why the allocation is preliminary, what
events
or activities must occur for it to be final, when management
expects
it to be finalized and the potential impact on the financial
statements of any reallocation.

Note 3.  Pro Forma Adjustments to the Unaudited Combined
Statements
of Operations - Page F-31
65. Revise to clearly disclose why you are eliminating an equal
amount of product sales revenue and product sales cost of revenue
for
purchases between Enable and AtriCure.  Clarify whether there was
any
margin on these sales. In addition, indicate the nature of the
$1.1
million offsetting adjustments in Notes (b) and (c) on page F-29.

Part II

Exhibits - Page II-3
66. We note your intention to file some exhibits, including your
legal opinion, by amendment.  Because we may have comments on
these
exhibits, please file the exhibits allowing adequate time for
their
review.

Exhibit 23.1 and 23.2
67. Please include an updated and signed consent from your
independent auditors with any amendment filed.


* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company 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.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Kristin Lochhead at (202) 942-8972 or Brian
Cascio, Accounting Branch Chief, at (202) 942-1791 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Mary Beth Breslin at (202) 942-2914 or me
at
(202) 942-1880 with any other questions.


Sincerely,



							Peggy A. Fisher
      Assistant Director

cc (via fax):	Theodore L. Polin, Esq.
		Alan D. Schnitzer, Esq.

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AtriCure, Inc.
May 12, 2005
Page 15