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CORRESP

 CONFIDENTIAL TREATMENT REQUESTED

BY ALECTOR, INC.: ALEC-0003

FOIA Confidential Treatment Requested Pursuant to 17 C.F.R. §200.83

The entity requesting confidential treatment is:

Alector, Inc.

 151 Oyster Point
Blvd., Suite 300

 South San Francisco, California 94080

Attention: Arnon Rosenthal, Ph.D.

Chief Executive Officer

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[*].”

January 7, 2019

 VIA
EDGAR AND OVERNIGHT DELIVERY

 Securities and Exchange Commission

Division of Corporation Finance

Office of Healthcare & Insurance

100 F Street, N.E.

 Washington,
D.C. 20549-3720

 Attn:

 Keira Nakada

 Jim Rosenberg

 J. Nolan McWilliams

 Dietrich King

 RE:

 Alector, Inc.

 Registration Statement on Form S-1

 CIK No. 0001653087

Ladies and Gentlemen:

On behalf of our client, Alector, Inc. (the “Company”), we submit this letter in response to Comment 8 of the
initial comments received from the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated November 7, 2018 (the “Comment
Letter”), relating to the Company’s Registration Statement on Form S-1 (the “Registration Statement”), originally confidentially submitted in draft form to the Commission on
October 12, 2018 and filed on EDGAR on the date hereof.

 Because of the commercially sensitive nature of information
contained herein, this submission is accompanied by the Company’s request for confidential treatment for selected portions of this letter. The

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 CONFIDENTIAL TREATMENT REQUESTED

BY ALECTOR, INC.: ALEC-0003

Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential
treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information
and Privacy Act Operations, as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

For the convenience of the Staff, we have recited the prior comment from the Staff in italicized type and have followed the
comment with the Company’s response.

 Management’s Discussion and Analysis of Financial Condition and Results of
Operations

 Critical Accounting Policies and Estimates

Stock-Based Compensation, page 81

6. Once you have an estimated offering price or range, please explain to us how you determined the fair value of the common
stock underlying your equity issuances and the reasons for any differences between the recent valuations of your common stock leading up to the IPO and the estimated offering price. This information will help facilitate our review of your accounting
for equity issuances including stock compensation and beneficial conversion features.

 Price Range

To assist the Staff in its evaluation of stock compensation disclosures and certain other matters, the Company advises the
Staff that the Company currently estimates a price range of $[*] to $[*] per share (the “Price Range”) for the initial public offering (the “IPO”) of the Company’s common stock, resulting in a midpoint of the
Price Range of $[*] per share (the “Midpoint Price”). The Price Range has been estimated based on a number of factors, including the progress of the Company’s studies and trials, other developments in the Company’s
business, input received from the Company’s “testing the waters meetings,” current market conditions and input received from Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Cowen and
Company, LLC (the “Lead Underwriters”), including discussions that took place on November 13, 2018 and January 3, 2019 among representatives of the Company and representatives of the Lead Underwriters.

The Price Range does not take into account the current lack of liquidity for the Company’s common stock and assumes a
successful IPO with no weighting attributed to any other outcome for the Company’s business, such as remaining a privately held company or being sold in an acquisition transaction. As is typical for initial public offerings, the Price Range was
not derived using a formal determination of fair value, but was determined as a result of discussions among representatives of the Company and the Lead Underwriters. During these discussions, the parties considered quantitative factors, as well as non-quantitative factors, such as the valuations of recently completed public offerings and evaluating those issuers’ respective stages of development as compared to the Company, the current valuations of
public companies at a similar stage of clinical development as the Company taking into account the number of programs of those companies as compared to the Company, and recent market conditions. Prior to November 13, 2018, the Lead Underwriters
had not provided the Company with a specific estimated price range. The Price Range also does not reflect any stock split the Company may effect prior to the IPO.

The actual bona fide price range to be included in the Registration Statement has not yet been
determined and remains subject to adjustment based on further discussions between the Company and the Lead Underwriters, developments in the Company’s business, market conditions and other factors that are

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 CONFIDENTIAL TREATMENT REQUESTED

BY ALECTOR, INC.: ALEC-0003

outside of the Company’s control. However, the Company believes that the actual bona fide price range will be
within the Price Range. In addition, the actual price range to be included in the Registration Statement will be reflected in an amendment to the Registration Statement that will be filed before the commencement of the road show and will comply with
the Staff’s interpretation regarding the parameters of a bona fide price range.

 Stock Option Grants and
Common Stock Valuation

 As stated in the Registration Statement, the Company has granted stock-based awards, consisting
of stock options, to its service providers. Prior to converting from a limited liability company to a corporation in October 2017, the Company granted profit interest units. The profit interest units were economically equivalent to stock options. As
described in the Registration Statement, for accounting purposes, the Company measured the fair value of the profit interest units based on valuations of the Company’s common units as determined by the Company, including based on an unrelated
third-party valuation report and applying the Black-Scholes option-pricing model. The profit interest units were converted to shares of restricted common stock at the time of conversion from a limited liability company to a corporation. For purposes
of this letter, we will be discussing grants of stock-based awards after the time of conversion.

 In June 2018, the FASB
issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting (ASU 2018-07). The new standard simplifies the accounting for share-based
payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The Company early adopted ASU 2018-07 effective July 1, 2018. The early adoption
of this new standard did not have a material impact on the Company’s consolidated financial statements.

 The Company
measures stock-based compensation expense for stock options granted to its service providers on the date of grant and recognizes the corresponding compensation expense of those awards over the requisite service period on a straight-line basis, which
is generally the vesting period of the respective award.

 The Registration Statement describes the Company’s use of
the Black-Scholes option-pricing model for the purpose of calculating the estimated grant date fair value of the stock options. The Company’s board of directors, with input from management, determined the estimated fair value per share of the
Company’s common stock to be:

 Valuation Date

Estimated Value
    of Common Stock

 Valuation Method

 09/25/17

$
 6.95

 OPM

 04/26/18

$
 8.16

 Hybrid PWERM OPM

 07/28/18

$
 8.47

 Hybrid PWERM OPM

 09/30/18

$
10.14

 Hybrid PWERM OPM

 These estimated fair values per share of common stock were determined after considering valuation reports from
independent third-party valuation specialists as well as other objective and subjective factors as appropriate, including the progress of the Company’s studies and trials, the Company’s stage of development and programs, the Company’s
cash burn and cash balances, the value of public companies with similar profiles to the Company, the likelihood of achieving a liquidity event, the submission of term sheets for financing rounds, the issuance of preferred stock and the rights,
preferences and privileges of preferred stock as compared to common stock, the impact of the collaboration transaction with AbbVie,

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 CONFIDENTIAL TREATMENT REQUESTED

BY ALECTOR, INC.: ALEC-0003

and the other factors described below. Set forth below in this letter is a discussion of each valuation and option grant since October 12,
2017, along with a comparison of the estimated fair value of the Company’s common stock to the Midpoint Price.

 The
following table presents a summary of the equity awards made by the Company since October 12, 2017:

 Grant date

Type of
award

Number of
shares

Exercise price
of options per
share

Estimated
fair value
of common
stock per
share on
grant date

 10/12/17

*

*

$
*

$
 6.95

 10/25/17

Options

22,500

$
6.95

$
 6.95

 01/19/18

Options

45,500

$
6.95

$
 6.95

 02/12/18

Options

32,000

$
6.95

$
 6.95

 04/02/18

Options

84,750

$
6.95

$
 6.95

 06/01/18

Options

102,000

$
8.16

$
 8.16

 07/02/18

Options

2,209,000

$
8.16

$
 8.16

 08/15/18

Options

193,250

$
8.47

$
8.47

 09/04/18

Options

375,500

$
8.47

$
8.47

 11/06/18

Options

2,021,584

$
10.14

$
10.14

 *

 Represents the date of conversion of the Company from a limited liability company to a corporation.

 September 25, 2017 Valuation

In preparing the September 25, 2017 valuation, the Company determined its enterprise value using option pricing method
(“OPM”) back solve method described in the Registration Statement. The resulting estimated fair value of the Company’s common stock was $6.95 per share on a non-marketable, minority
basis.

 In an OPM framework, the back solve method for inferring the equity value implied by a recent financing
transaction involves making assumptions for the expected time to liquidity, volatility, and risk-free rate and then solving for the value of equity such that value for the most recent financing equals the amount paid. This method was selected as
management concluded that the contemporaneous proposed financing transaction was an arm’s-length transaction.

The Company performed a valuation on September 25, 2017, just prior to the conversion to a corporation on
October 12, 2017, based on several term sheets that the Company had received for an anticipated Series E preferred stock financing. Based on the term sheets, the proposed Series E preferred stock was expected to have a per share issue price of
$[*] (representing a [*]x increase from the per share issue price of the Series D preferred stock issued in late 2015) which was then “back solved” to the capitalization of the Company to arrive at the per common share fair value. As of
this valuation date, the Company was at an early stage of development and future liquidity events were difficult to forecast.

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 CONFIDENTIAL TREATMENT REQUESTED

BY ALECTOR, INC.: ALEC-0003

October 25, 2017, January 19, 2018, February 12, 2018, and April 2, 2018 Grants

At each grant date set forth above, the Company’s board of directors determined that the estimated fair value of the
Company’s common stock was $6.95 per share in consideration of the valuation analysis as of September 25, 2017, and other objective and subjective factors as appropriate.

In connection with its determination that the $6.95 per share estimated fair value was appropriate at each grant date set
forth above, as applicable, the Company’s board of directors considered the following events and transitions in the Company’s business and their impact on the Company’s value:

 •

 On October 12, 2017, the Company completed its conversion from a limited liability company to a
corporation. As noted above, the Company had received several term sheets for a proposed new round of Series E preferred stock, and the Company continued to actively negotiate with various interested investors on the terms of such financing round,
but the negotiations were not completed until later, in April 2018.

 •

 On October 16, 2017, the Company entered into the Co-Development
and Option Agreement with AbbVie Biotechnology, Ltd. (the “AbbVie Agreement”). The AbbVie Agreement provided the Company additional funding in 2017 and 2018 for research and development on two product candidates, AL002 and AL003, as
disclosed in the Registration Statement. This was a positive development for the Company, but the Company continued to negotiate a proposed Series E preferred stock financing. The valuations being negotiated for the proposed Series E preferred stock
financing were attractive to the Company. Also, the proposed lead investors who presented the term sheets to the Company took into account the potential AbbVie Agreement given that they were aware of the ongoing negotiations through the due
diligence process for the financing. As a result, the Company did not need to attribute additional value to the AbbVie Agreement when considering the fair value of its common stock given that the proposed term sheets already reflected the
probability of such transaction occurring. In addition, AbbVie had committed $20 million to the Series E preferred stock financing, but as noted, the round had not closed yet.

 •

 The Company continued its product candidate preclinical research and development efforts, but was still
several months away from commencing its clinical trials.

 •

 With respect to the broader biotech and pharmaceutical industry, uncertainty on the U.S. domestic political
front continued with the partisan debates on the Affordable Care Act, but no changes resulted. Such political and industry uncertainty existed, but the biotech sector continued to experience accelerating activity in the IPO markets.

 April 26, 2018 Valuation

In preparing the April 26, 2018 valuation, the Company commenced using a hybrid of the probability-weighted expected
return model (“PWERM”) and the option pricing method (“OPM”) described in the Registration Statement. The hybrid method applied the PWERM utilizing the probability of going public and the OPM was utilized in the
remaining private scenario. The hybrid method was used because the Company decided to begin to consider near-term IPO scenarios, factoring in the inherent uncertainty associated with being able to complete an IPO. The resulting estimated fair value
of the Company’s common stock was $8.16 per share on a non-marketable, minority basis. The key drivers in the increased price included the following:

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 CONFIDENTIAL TREATMENT REQUESTED

BY ALECTOR, INC.: ALEC-0003

 •

 The valuation was performed contemporaneously with the April 2018 completion of the first tranche of the
Series E preferred stock for approximately $70 million, or $14.2154 per share, representing a 3.5x increase from the per share issue price at the time of the Series D preferred stock round in late 2015, but a decrease from the expected per
share