United States securities and exchange commission logo





                               April 14, 2021

       John T. Treace
       Chief Executive Officer
       Treace Medical Concepts, Inc.
       203 Fort Wade Road, Suite 150
       Ponte Vedra, Flordia 32081

                                                        Re: Treace Medical
Concepts, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed March 30,
2021
                                                            File No. 333-254863

       Dear Mr. Treace:

              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 believe 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.

       Registration Statement on Form S-1

       Risk Factors
       Risks Related to This Offering and Ownership of Our Common Stock, page
43

   1.                                                   The revisions to your
exclusive forum risk factor on page 48 and the related revisions to
                                                        the description of the
forum provisions on page 150 are unclear. On page 150, you state
                                                        that the exclusive
forum provisions will provide that federal district courts will be the
                                                        exclusive forum for
both Exchange Act claims and Securities Act claims. But in the same
                                                        sentence on page 150
where you address Exchange Act claims, you appear to state that
                                                        Exchange Act claims can
only be brought in another state or federal court if they have
                                                        first been dismissed by
the Delaware Court of Chancery for lack of subject matter
                                                        jurisdiction. Please
clarify. In this regard, we note that Section 27 of the Exchange Act
                                                        creates exclusive
federal jurisdiction over all suits brought to enforce any duty or liability
 John T. Treace
Treace Medical Concepts, Inc.
April 14, 2021
Page 2
       created by the Exchange Act or the rules and regulations thereunder, and
Section 22 of the
       Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
       brought to enforce any duty or liability created by the Securities Act
or the rules and
       regulations thereunder. If the provision applies to Securities Act
claims, please also revise
       your prospectus to state that there is uncertainty as to whether a court
would enforce such
       provision and that investors cannot waive compliance with the federal
securities laws and
       the rules and regulations thereunder. If this provision does not apply
to actions arising
       under the Securities Act or Exchange Act, please also ensure that the
exclusive forum
       provision in the governing documents states this clearly, or tell us how
you will inform
       investors in future filings that the provision does not apply to any
actions arising under the
       Securities Act or Exchange Act.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 72

2.     Please disclose the specific reasons underlying the provision of
inventory obsolescence.
Business
Intellectual Property, page 104

3.     We note your response to comment 8. Item 101(h)(4)(ix) of Regulation S-K
seeks
       information regarding the business of a smaller reporting company,
including "patents,
       trademarks, licenses, franchises, concessions, royalty agreements or
labor contracts,
       including duration" "to the extent material." If the licensed patent is
not material, either
       revise the disclosure to clarify it is not material or consider removing
it from the
       disclosure to avoid any misimpression.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. Refer to Rules 460 and 461 regarding requests for
acceleration. Please allow
adequate time for us to review any amendment prior to the requested effective
date of the
registration statement. You may contact Michael Fay at (202) 551-3812 or
Terence O'Brien at
(202) 551-3355 if you have questions regarding our comment on the financial
statements and
related matters. Please contact Abby Adams at (202) 551-6902 or Christopher
Edwards at (202)
551-6761 with any other questions.



                                                              Sincerely,
FirstName LastNameJohn T. Treace
                                                              Division of
Corporation Finance
Comapany NameTreace Medical Concepts, Inc.
                                                              Office of Life
Sciences
April 14, 2021 Page 2
cc:       Brian Cuneo, Esq.
FirstName LastName