SecProbe.io

CORRESP
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filename1.htm

August 2, 2016

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:

    Caleb French

    Re:

    Atomera Incorporated

    Registration Statement on Form S-1

    File No. 333-212353

    Acceleration Request

         Requested Date:

    Thursday, August 4, 2016

         Requested Time:

    4:30 p.m., Eastern Daylight Time

Ladies and Gentlemen:

In accordance with Rule
461 under the Securities Act of 1933, as amended, the undersigned registrant, Atomera Incorporated (the “Registrant”),
hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action
to cause the Registration Statement on Form S-1 (File No. 333-212353) (the “Registration Statement”)
to become effective on August 4, 2016, at 4:30 p.m., Eastern Daylight Time, or as soon as practicable thereafter, or at such later
time as the Registrant may orally request via telephone call to the staff of the Commission (the “Staff”).
The Registrant hereby authorizes Daniel Donahue of Greenberg Traurig, LLP, counsel to the Registrant, to make such request on its
behalf.

Once the Registration
Statement has been declared effective, please orally confirm that event with Daniel Donahue of Greenberg Traurig, LLP, counsel
to the Registrant, at (949) 732-6557.

In connection with this
request, the Registrant acknowledges that:

    •

    should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    •

    the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

    •

    the Registrant 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.

    Very truly yours,

    Atomera Incorporated

    By:

        /s/ Scott A. Bibaud

    Scott A. Bibaud,

    Chief Executive Officer

    cc:

        Daniel Donahue, Greenberg Traurig, LLP

        Andrew Hudders, Golenbock Eiseman Assor Bell & Peskoe, LLP

        Carl Van Demark, Golenbock Eiseman Assor Bell & Peskoe, LLP