May 20, 2019

John A. Orwin
Chief Executive Officer
Atreca, Inc.
500 Saginaw Dr.
Redwood City, CA
94063

       Re: Atreca, Inc.
           Draft Registration Statement on Form S-1
           Submitted April 24, 2019
           CIK No. 0001532346

Dear Mr. Orwin:

       We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.

       Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1

Prospectus Summary, page 1

1.     We note your statement in the second sentence of the first paragraph
that your approach
       differs from traditional oncology drug discovery approaches. Please
revise your
       disclosure here and in the Business section to explain in greater detail
how your approach
       is different and why you believe that difference is a competitive
advantage for your
       business. In addition, please tell us whether to your knowledge other
companies are
       pursuing drug discovery approaches that are similar to or the same as
your approach.
2.     In the last sentence of the first paragraph, please disclose that the
initiation of a Phase 1b
       clinical trial is subject to the FDA approving your IND application. In
addition, please
 John A. Orwin
FirstName LastNameJohn A. Orwin
Atreca, Inc.
Comapany NameAtreca, Inc.
May 20, 2019
May 20, 2019 Page 2
Page 2
FirstName LastName
         clarify your disclosure regarding the expectation that you will file
an IND application in
         late 2019 by disclosing any uncertainty inherent in the proposed
timetable. Please make
         conforming revisions as necessary throughout the prospectus.
3.       Please explain briefly what you mean by "open-aperture approach" the
first time you use
         the term.


4.       Please expand the disclosure in the second paragraph of the Overview
to explain the
         relationship between the worldwide market for immune-oncology products
for all types of
         cancer worldwide, and the products that the company is currently
trying to develop, whose
         potential application at this point seems to be less than all types of
cancer. Similarly,
         please reconcile the disclosure in the Overview with the statements in
the risk factor on
         page 22 regarding the use of estimates to determine the market
opportunities for your
         business.
5.       In the last paragraph on page 1, please add the examples of
first-mover advantages and
         barriers to entry that you identify on page 97.
6.       Please clarify what you mean by the phrase "clinically meaningful
responses" in the first
         paragraph on page 2. Further, please clarify what, if any, bearing the
fact that the patients
         with such responses have received "approved cancer treatment" has on
your drug
         discovery platform.
7.       Please refer to the fifth bullet point under "Key Attributes" on page
2. Please explain
         briefly why it would be desirable to generate candidates that "direct
the immune system to
         tumor," or revise to clarify what this statement means.
Our Lead Generation Programs , page 3

8.       We note your statements that you have identified more than 1,400
antibodies and believe
         you will be able to exploit them to develop product candidates. Please
balance these
         statements here and in the Business section by providing more context
about the potential
         for development of these antibodies, the extent to which you have
actually engaged in
         development activities with any of them, and the challenges associated
with developing
         them into product candidates. In addition, please discuss how you will
or plan to go about
         allocating your resources among the development candidates.
Implications of Being an Emerging Growth Company, page 5

9.       Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
 John A. Orwin
FirstName LastNameJohn A. Orwin
Atreca, Inc.
Comapany NameAtreca, Inc.
May 20, 2019
May 20, 2019 Page 3
Page 3
FirstName LastName
Risk Factors, page 11

10.      Please revise your disclosure to reconcile the various inconsistencies
between the
         description of your choice of forum provision on page 166 and the
description of it in the
         risk factor on page 61 (e.g., clarify in which documents the provision
or provisions will be
         contained, clarify the scope and terms of the provision, including
addressing any
         application to the federal securities laws, and which courts shall
serve as the exclusive
         forum under which circumstances). Please note that we may have
additional comments
         upon review of your revised disclosure and associated organizational
documents.
11.      Please explain briefly what you mean by "companion diagnostics" for
your product
         candidates, why they are necessary for your products, and whether you
or a third party
         will develop such diagnostics.
Use of Proceeds, page 66

12.      Please disclose how far in the clinical development of ATRC-101 you
expect the net
         proceeds to last. If a material amount of funds other than those
raised in the offering will
         be necessary to complete the clinical development of ATRC-101, please
state the amount
         and the expected sources of such funds.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies and Estimates
Stock-Based Compensation, page 84

13.      Once you have an estimated offering price range, please explain to us
how you determined
         the fair value of the common stock underlying your equity issuances
and the reasons for
         any difference between recent valuations of your common stock leading
up to the planned
         offering and the midpoint of your estimated offering price range. This
information will
         help facilitate our review of your accounting for equity issuances,
including stock
         compensation.
Business, page 88

14.      Please revise the second bullet point under "Our Strategy" on page 89
to clarify that the
         only product candidate you are currently developing is ATRC-101, and
that you have not
         yet established a pipeline for other antibody-based candidates for
oncology, or advise us
         as to products currently in development and the phase each such
product is in.
Our Lead Candidate: ATRC-101 for the Treatment of Solid Tumors, page 98

15.      Please revise the table to add columns for the additional phases of
the FDA clinical trials
         process and reflect in the diagram where your product candidate is in
that process. In
         doing so, please ensure that your revisions present the process in a
fair and balanced
         manner.
 John A. Orwin
Atreca, Inc.
May 20, 2019
Page 4
Notes to the Consolidated Financial Statements
Summary of Significant Accounting Policies
Collaboration Arrangement, page F-9

16.      Please expand your disclosure to describe and quantify the key terms
governing the
         collaboration agreements in force during the periods presented,
including your
         agreements with the Bill & Melinda Gates Foundation, Bristol-Myers
Squibb and the
         Genome Institute of Singapore and your accounting treatment for
payments under these
         collaborations. Refer us to the technical guidance upon which you have
relied and revise
         your disclosures accordingly.
General

17.      Please provide us mockups of any pages that include any additional
pictures or graphics to
         be presented, including any accompanying captions. Please keep in
mind, in scheduling
         your printing and distribution of the preliminary prospectus, that we
may have comments
         after our review of these materials.
       You may contact Franklin Wyman at 202-551-3660 or Kevin Vaughn at
202-551-3494 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Julia Griffith at 202-551-3267 or Dietrich King at 202-551-8071 with
any other
questions.



FirstName LastNameJohn A. Orwin                              Sincerely,
Comapany NameAtreca, Inc.
                                                             Division of
Corporation Finance
May 20, 2019 Page 4                                          Office of
Healthcare & Insurance
FirstName LastName