SecProbe.io

Mail Stop 3030
July 21, 2016

Via E -mail
Scott A. Bibaud
Chief Executive Officer
Atomera Incorporated
750 University Avenue, Suite 280
Los Gatos, California 95032

Re: Atomera  Incorporated
Registration Statement on Form S-1
Filed June 30, 2016
  File No. 333 -212353

Dear Mr. Bibaud :

We have reviewed your 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 amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not bel ieve an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless we note
otherwise , our references to prior comments are to comments in our February 11, 2016 letter .

Prospectus Cover Page

1. Please revise to indicate , if true, that your shares have only been approved for listing  on
the Nasdaq Capital Market since your present disclosure is anticipatory in nature.

Risk Factors, page 6

While the preliminary testing . . ., page 6

2. We note your response to comment 2.  Please respond to that portion of the comment
which asked you t o tell us details about the test conditions and demonstrate how you used

Scott A. Bibaud
Atomera Incorporated
July 21, 2016
Page 2

 objective, empirical evidence to reach the conclusion that group transistors using your
technology “consistently demonstrated increased speed, reliability and energy
efficiency.”  Ple ase also revise your disclosure to indicate any limitations of the tests and
whether the tests demonstrated potential disadvantages of your technology, as
appropriate.
3. We also note that your website, at http://atomera.com/mst/ , contains claims regarding
your technology such as “increased mobility and drive current” and “[g]ate leakage
reduction of up to 50%,” along with links to studies purporting to support those claims.
Please tell us the relationship between the statements and studies found on your we bsite
and your claims about performance in the prospectus.  If appropriate, please provide us
with copies of those studies.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
20

Financial Condition, page 21

4. We note your revised disclosure indicating that you anticipate requiring $15 million in
capital in addition to the offering’s proceeds to carry out your business plan.  We also
note that on page 6 your disclosure suggests that the proceeds from this offeri ng will be
sufficient to carry out your business plan.  Please reconcile these two disclosures and
revise to briefly describe the anticipated sources of additionally required capital, as
appropriate.

We urge all persons who are responsible for the accur acy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relatin g 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 you request acceleration of the effective date
of the pending regist ration statement , please provide  a written statement from the company
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

Scott A. Bibaud
Atomera Incorporated
July 21, 2016
Page 3

  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.

Please refer to Rules 460 and 461 regarding  requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Sec urities 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.  Please allow
adequate time  for us to review any amendment prior to the requested ef fective date of the
registration statement.

You may contact Dennis Hult  at (202) 551 -3618 or Lynn Dicker, Senior Accountant,  at
(202) 551 -3616 if you have questions regarding comments on the financial statements and
related matters.  Please contact Caleb French  at (202) 551 -6947 or me at (202) 551 -3528 with
any other questions.

Sincerely,

 /s/ Amanda Ravitz

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  Daniel K. Donahue, Esq.