SecProbe.io

December 5, 2014

Via E -mail
Eric J. Rey
President and Chief Executive Officer
Arcadia Biosciences, Inc.
202 Cousteau Place, Suite 200
Davis, CA 95618

 Re: Arcadia Biosciences, Inc.
  Draft Registration Statement on Form S -1
  Submitted November 12, 2014
  CIK No . 0001469443

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 le tter 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 a n 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.

General

1. Your Exhibit Index indicates that you intend to seek confidential treatment with respect
to some of your exhibits.  Please confirm your understanding that all requests for
confidential treatment must be resolved prior to a request for acceleratio n.

2. To the extent that you have relied on any reports or studies that you commissioned from
third party sources to support your disclosure, please provide the consents of these third
parties with your next amendment or tell us why you believe that you are not required to
do so.

3. 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 Secti on 5(d) of the Securities Act,
whether or not they retain copies of the communications.

Eric J. Rey
Arcadia Biosciences, Inc.
December 5, 2014
Page 2

Prospectus Summary, page 1

Overview, page 1

4. You disclose here and in several other places that you are a “leading independent”
agricultural biotechnology trait development company.  Please provide a basis for your
statement that you are “leading.”  Please also clarify what is meant by “independent.”
Further, we note the discussion  in the Competition section on page 93 of “small,”
“medium” and “large” companies.  Please clarify here the size that best characterizes
your company.

5. We note your disclosure that you have 13 traits in “advanced stages of development or on
the market,”  as well as your discussion of products or traits in the “advanced
development” stages.   Please clarify throughout your document what you mean by
“advanced stages of development” and discuss the requirements and timelines involved
in moving a trait or product from the “advanced stage” to the commercial phas e.   In this
regard, we note the description of “Advanced Development” on page 66.

6. It appears that you are in the business of researching, developing and commercializing
seed traits and products.  With a view toward disclosure, please expla in why your
relevant target market is a portion of the “$2.6 trillion annual farm revenue from
agricultural crops” rather than the $39.4 billion seed market.

7. Here and where it appears elsewhere in the document, please expand your disclosure to
briefly explain what you  mean when you say that you “reduce risk and avoid most of the
costs associated with basic research by acquiring trait technologies that have already
achieved proof of concept through basic research carried out elsewhere.”  Please explain
here what it mean s to achieve proof of concept.  In this regard, we note the description of
Phase 1, Proof of Concept, in the chart on page 6 6.

Our Strengths, page 4

8. Please explain how your pipeline of agricultural productivity “provides access ” to
multiple large, potent ially high growth markets.

9. In the third bullet point of this section, you discuss technologies that have achieved proof
of concept in the first sentence, while the caption discusses advanced development stage
products.  Please clarify the stages that most  of your products have reached, and provide
the reasons that you believe this progress substantially reduces the risk and time to
market referenced in the caption.

10. In the fourth bullet point of this section, with a view towards disclosure, please tell u s
how your regulatory expertise would enable expedited reg ulatory review.

Eric J. Rey
Arcadia Biosciences, Inc.
December 5, 2014
Page 3

Risk Factors, page 11

Changes in laws and regulations…and disrupt our business, page 20

11. Please revise this risk factor to include the information that a number of states have
legislation pending that would limit the use or require the labeling of  GM crops  in those
states, and briefly state the risk presented by such legislation to your business, or tell us
why you do not believe the legislation is m aterial.

Components of our Statements of Operations Data, page 46

Revenues, page 46

12. We note that the percentage of revenues attributable to contract research and government
grant revenue has risen for each reportable period since December 31, 2012, reac hing a
high of 79% for the six months ended June 30, 2014.  Please tell us whether this is a
material trend that warrants enhanced disclosure in MD&A.

Liquidity and Capital Resources, page 52

13. Please revise to disclose in greater detail the demands on liq uidity that will accompany
the implementation of your business plan.  Discuss expenditures such as field testing,
seeking regulatory approval for, and other expenses associated with developing and
marketing your products, the timing of such demands, and th e amount of funding
required, short -term and long -term, the expected sources of funding and the impact on the
company if the funding cannot be obtained.  In addition, provide specific information
about the timelines accompanying each proposed step in your business plan so that an
investor can get a clearer picture of how and when you expect to reach revenue
generation and the associated costs.

Industry Overview, page 66

Innovation and Commercialization Process in Biotech Seed Traits, page 66

14. Refer to the  table on page 66, and to the disclosure about Monsanto on page 70.  Please
explain why the outcomes that Monsanto achieved would be relevant for GM trait
research performed by other companies, or explain what would account for any
differences in outcome.  Clarify the reasons that the Monsanto 2011 Investor Toolkit is
germane to the outcomes that Arcadia expects.

Eric J. Rey
Arcadia Biosciences, Inc.
December 5, 2014
Page 4

 Business, page 68

Agricultural Productivity Traits, page 74

Agronomic Trait Stacks, page 79

15. Expand this section briefly to clarify why a molecular trait stack that is applicable to one
crop would necessarily be feasible in another crop.

Financial Statements, page F -1

16. Please update your financial statements pursuant to Rule 8 -08 of Regulation S -X.

Exhibits

17. We note your disclosure on pages 49  - 50 that USAID accounted for 18% and 41% of
your total revenues for the six months ended June 30, 2013 and 2014, respectively, and
that NIH accounted for 3% and 14% of your total revenues for the six month s ended June
30, 2013 and 2014, respectively.  Please provide an analysis as to whether you are
required to file your agreements with these entities.   Please also provide an analysis as to
whether you are required to file any agreements with respect to you r two joint ventures,
Limagrain Cereal Seeds LLC  and Verdeca LLC .

You may contact Stephen Kim  at (202) 551 -3291 or Doug Jones at (202) 551 -3309 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Julie Griffith at (202) 551 -3267 or me at (202) 551 -3611 with any other questions.

Sincerely,

 /s/ A.N. Parker

 Anne Nguyen Parker
Assistant Director

Cc: Karen Dempsey
 Orrick, Herrington & Sutcliffe LLP