Mail Stop 6010


					June 27, 2005


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

Re:	AtriCure, Inc.
      Amendment No. 1 to Registration Statement on Form S-1
      Filed June 14, 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

Summary, page 1

1. We note your response to and supplemental materials provided in
connection with your response to comment 7.  Please revise to
disclose the extent to which the studies you cite to support your
statements of efficacy, safety and reliability were conducted by
and/or authored by professionals who serve as consultants to your
company.  Provide similar disclosure in the business section where
these studies are discussed.  On page 66, describe the material
terms
of the consulting agreements, and quantify the compensation paid
to
the consultants who participated in the studies you refer to in
this
filing, along with any equity interest they hold in the
registrant.
We note on pages 2, 49, and elsewhere, you refer to "independent"
studies.  It does not appear appropriate to characterize the
studies
as such, given the participation of your consultants who have
received cash and/or stock from the registrant.  Please revise or
advise.


Our Solution, page 2

2. Where you refer to clinical studies throughout the prospectus,
state the number of patients that were included in the study.


3. Reconcile the disclosure under the third bullet with the risk
factor at the top of page 14.



Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page

Liquidity and Capital Resources, page 42

4. We note your reference on page 42 and F-22 to an appraisal
performed by an independent party for the warrants issued in
connection with the credit facility.  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, you could remove this reference and
disclose details of the methodology and assumptions you used to
determine this value. Please revise. This should also be addressed
for the reference on page F-47.


5. Please update your contractual obligations table to March 31,
2005, the date of your most recent balance sheet.  Please also
revise
your contractual obligations table to include the minimum amounts
due
under the development agreement with Stellartech Research
Corporation.


Regulatory Clearances, page 53

6. We note that the FDA found "significant deficiencies" in your
prior submissions to obtain 510(k) clearance.  Please expand to
more
specifically identify the nature of the significant deficiencies
and
the steps you have taken to correct them.


Manufacturing, page 64

7. We note the disclosure added in response to comment 35.  Please
revise to quantify the purchase requirements and indemnification
obligations.


Principal and Selling Shareholders, page 78

8. Tell us whether the selling stockholders are broker-dealers or
affiliates of a broker-dealer.  Any selling stockholders who are
broker-dealers must be identified as underwriters with respect to
the
shares that they are offering for resale.  In addition, each
selling
stockholder who is an affiliate of a broker-dealer must be
identified
as an underwriter with respect to the shares that it is offering
for
resale unless that selling stockholder is able to make the
following
representations in the prospectus:
* The selling stockholder purchased the shares being registered
for
resale in the ordinary course of business, and
* At the time of the purchase, the selling stockholder had no
agreements or understandings, directly or indirectly, with any
person
to distribute the securities.
Please revise your disclosure accordingly.


Certain Relationships and Related Party Transactions, page 81

9. State the amount paid by the registrant for the rights it
received
pursuant to the technology transfer agreement.

10. We note your response to comment 39.  We may have further
comment
once the agreements with Enable have been filed.


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

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

Revenue Recognition, page F-7

11. We note your response to prior comment 47 in our letter dated
May
12, 2005 and the revised disclosure.  Please further revise your
footnotes to disclose the specific terms and conditions of your
product sales to support your revenue recognition practice,
similar
to your response.


Property and Equipment, page F-7

12. Refer to your response to prior comment 48 in our letter dated
May 12, 2005. You state that the useful life of cryo-units and
generators that are loaned to medical providers is three years.
You
also indicate that a customer retains the loaned equipment for an
indefinite period of time. Tell us how long the customer usually
possesses the equipment and whether you reuse the equipment after
it
is returned. In addition, revise the footnotes to clarify your
basis
for depreciating the loaned equipment to cost of sales over a
three-
year period.


Note 2.  Stock Option Plan, page F-9

13. We note your response to our prior comments 50 and 53 in our
letter dated May 12, 2005.  We continue to defer any evaluation of
stock compensation until the estimated offering price is
specified.
Once the offering price is determined, please update your MD&A to
disclose the aggregate intrinsic value of all options based upon
the
midpoint of the estimated IPO range and to discuss each
significant
factor contributing to the difference between the fair value as of
the date of grant and the estimated IPO price.  We may have
further
comments when you file the amendment containing that information.

14. We see your response to prior comment 51 in our letter dated
May
12, 2005 that you used information provided by investment bankers
to
determine the fair value of your stock.  Please tell us whether
the
investment bankers or your underwriters have provided you with
preliminary range of the offering price for your stock in your
discussions with them.

15. We see your response to prior comment 52 in our letter dated
May
12, 2005.  However, we do not see where you have disclosed the
method
you used to determine the fair value of options granted, whether
the
valuation was contemporaneous or retrospective, or that the
valuation
specialist was a related party.  It appears from your response
that
the valuation was performed by a related party, specifically a
board
member of AtriCure.  Please revise accordingly.

16. We note your response to prior comment 54 in our letter dated
May
12, 2005 and Exhibit D submitted with your response to comment 51.
The fair value of the options granted included in Exhibit D do not
agree with the disclosures on page F-10 of your financial
statements.
Please advise.  Additionally, please tell us and disclose the
basis
for reducing the fair value by 20% to reflect the illiquidity of
the
options, including how the illiquidity percentage was determined.

Note 4.  Redeemable Preferred Stock, page F-12

17. We see your response to prior comment 56 in our letter dated
May
12, 2005.  Please revise Note 4 to disclose the anticipated future
accounting for the accrued 15% rate upon completion of the
contemplated IPO.  As a related matter, please tell us why it is
appropriate to accrue the 15% rate as interest expense.


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

Note 1. Prepaid Legal Costs, page F-21

18. Revise to provide your accounting policy relating to prepaid
legal costs. Tell us more about the nature of these costs.


Note 2.  Stock Option Plan, page F-31


19. We note your response to prior comment 59 in our letter dated
May
12, 2005.  Please revise your footnote to disclose details of the
assumptions, estimates and valuation methodology you used to
determine the fair value of options granted.  We see your
disclosure
of how the exercise price was determined.  Additionally, your
response indicates that the fair value of Enable was determined to
be
$0.60 per share.  Please reconcile this value to the table on page
F-
31 of the financial statements. In addition, provide more details
of
the basis for the 25% illiquidity discount and how this was
determined.


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


Note 1.  Description of Transactions and Basis of Presentation,
page
F-47


20. Refer to your response to prior comment 63 in our letter dated
May 12, 2005.  Please revise your footnote to describe the factors
that contributed to a purchase price resulting in the recognition
of
significant amounts of goodwill.


21. Additionally, we note your reference to an appraisal performed
by
an independent party on page F-48. 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, you could remove this reference and
disclose details of the methodology and assumptions you used to
determine this value. Please revise.



Note 2.  Adjustments to the Unaudited Pro Formal Condensed
Combined
Balance Sheet, page F-48


22. Tell us why you are reducing cash by $6.5 million in footnote
(a).  We note that the additional amount due to Enable, if
consummated prior to July 1, 2005, will be $6.0 million since $0.5
million was already paid in February 2005.


Note 3.  Adjustments to the Unaudited Pro Forma Condensed Combined
Statements of Operations, page F-49


23. Revise to disclose more details of the nature of the
proprietary
manufacturing technology and clarify the significant estimates,
assumptions and methodologies used to value this asset.


24. We see your response to prior comment 65 in our letter dated
May
12, 2005 and the related revised disclosures.  Please clarify the
statement made on page F-49 that "the net effect of these entries
is
to leave the entire profit of Enable in the audited pro forma
condensed combined statement of operations." The nature and effect
of
these entries is not clear.

* * * * *


      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) 551-3800 with any other questions.


Sincerely,



							Peggy A. Fisher
      Assistant Director

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


??

??

??

??

David J. Drachman
AtriCure, Inc.
June 27, 2005
Page 1