Mail Stop 6010

					July 15, 2005

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

Re:	AtriCure, Inc.
      Amendment No. 2 to Registration Statement on Form S-1
      Filed July 7, 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
information so we may better understand your disclosure.  After
reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter

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

Note 1. Summary of Significant Accounting Policies, page F-7

Property and Equipment, page F-8

1. Refer to your response to prior comment 12 in our letter dated
June 27, 2005. You revised your disclosure to state that you
depreciate the loaned equipment to cost of sales over three years
because it is the useful life of the equipment.  We also note that
the equipment is used by your customers for an indefinite period,
as
long as the customer is purchasing AtriCure`s handpieces.   Please
tell us and revise to disclose the basis for the three year useful
life of the equipment.  Correlate the three year period to the
typical timeframe that a customer retains the equipment.
Additionally, please tell us how you account for fully depreciated
equipment that is redeployed to another customer for use with
Atricure`s handpieces.


Note 2.  Stock Option Plan, page F-9

2. We note your response to prior comments 13 and 14 our letter
dated
June 27, 2005.  You state that your underwriters confirmed that an
IPO was feasible in the fourth quarter of 2004.  We also see that
you
continued to apply an illiquidity discount of 20% to the fair
value
of your stock during the fourth quarter of 2004 and the first
quarter
of 2005.  Generally, the closer the company gets to an IPO, the
less
supportable an illiquidity discount becomes.  Please revise to
clarify the basis for using the illiquidity discount in your
determination of fair value of your stock for options issued after
the IPO was deemed feasible.  Factors to consider include
features,
such as put rights, dividend payments, potential buyers (e.g.,
sales
under Rule 144A), the availability and reliability of financial
information to potential buyers, liquidity preferences, and
restrictive transfer provisions.


3. We note your revised disclosures in response to prior comment
15.
You state that the exercise price was set by the board based on a
valuation performed contemporaneously by a board member ..."
Please
revise your filing to disclose how you determined the fair value
of
options granted, not the exercise price.  Additionally, it appears
as
though you determined the fair value of options retroactively
since
you disclose that you incurred a charge for stock compensation for
employees that were determined to be issued with exercise prices
below market value subsequent to their issuance.  Please revise
your
filing to clarify your methodology for determining the fair value
of
options issued to employees.


Note 3.  Convertible Debt, page F-11

4. We note your reference to an independent appraisal firm used in
valuing stock warrants on page F-11.  Reference to an independent
valuation expert is not required, however, when this reference is
made the expert should be named and their consent included in the
amendment.  Alternatively, please remove this reference and
disclose
details of the methodology and assumptions you used to determine
this
value.  Please revise.


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

Note 2.  Stock Option Plan, page F-32

5. We note your revised disclosures in response to prior comment
19
regarding how you determined the exercise price of Enable stock.
Please revise your filing to disclose how you determined the fair
value of options granted, not the exercise price.  We see that the
fair value was determined to be between $0.05 and $0.08 per share
during 2004.  Please revise your filing to clarify your
methodology
for determining the fair value of options issued to employees.

* * * * *

      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 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.

      You may contact Kristin Lochhead at (202) 551-3664 or Brian
Cascio, Accounting Branch Chief, at (202) 551-3676 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Mary Beth Breslin at (202) 551-3625 or me
at
(202) 551-3880 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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David J. Drachman
AtriCure, Inc.
July 15, 2005
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