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                             May 11, 2022

       Eric Lefkofsky
       Chief Executive Officer
       Tempus Labs, Inc.
       600 West Chicago Avenue, Suite 510
       Chicago, Illinois 60654

                                                        Re: Tempus Labs, Inc.
                                                            Amendment No. 3 to
Draft Registration Statement on Form S-1
                                                            Submitted April 27,
2022
                                                            CIK No. 0001717115

       Dear Mr. Lefkofsky:

             We have reviewed your amended 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 letter 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 an 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.

       Amendment No. 3 to Draft Registration Statement on Form S-1

       Dilution, page 102

   1.                                                   Please revise to more
clearly disclose how you calculated historical net tangible book
                                                        value per share as of
December 31, 2021.
 Eric Lefkofsky
FirstName  LastNameEric Lefkofsky
Tempus Labs,  Inc.
Comapany
May        NameTempus Labs, Inc.
     11, 2022
May 11,
Page 2 2022 Page 2
FirstName LastName
Management's Discussion and Analysis
Payor Coverage and Reimbursement, page 112

2.       We note your disclosure here and on pages 33-36. Your disclosure on
page 112
         references only payments received for clinical oncology NGS tests
performed from
         January 1, 2020 through June 30, 2021. Please revise to address the
following:
             Clarify if you continued performing the NGS oncology tests from
July 1, 2021 to
              December 31, 2021.
             If you continued performing these tests, please revise to also
disclose payments
              received for those tests or explain why no payments have been
received.
             In your prior amendment, you disclosed that beginning in the
second quarter of 2021,
              you estimated the reimbursement rate for tests performed as zero
percent for these
              tests. You now disclose that you estimate a reimbursement rate
that is "significantly
              reduced". Please revise to disclose how you accounted for this
change and quantify
              the financial statement impact of this change on the periods
presented. Please also
              refer to Item 303(b)(3) of Regulation S-K and revise disclosures
on page 121
              accordingly.
Comparison of the Years Ended December 31, 2020 and 2021
Revenue, page 115

3.       Please revise your discussion of revenue and cost of revenue for both
genomics and data
         and other so that the historical GAAP amounts are presented first,
followed by any
         discussion of the results adjusted for the impact of COVID-19 PCR
testing. To the extent
         that your revenue or cost of revenue trends were different on a GAAP
basis as compared
         to adjusted for the impact of COVID-19 PCR testing, please ensure that
your MD&A
         addresses those differences in trends and describes the extent to
which they are expected
         to continue. For example, it appears that in 2020, genomics revenues
from COVID testing
         exceeded cost of revenues while that does not seem to be the case for
other genomics
         revenues.
Data and Other, page 116

4.       Please revise your discussion of changes in data and other revenue to
describe in greater
         detail the specific reasons for the $36 million (74%) increase from
2020 to 2021. For
         example, please provide greater context by quantifying the extent to
which your business
         was impacted by new customers and quantifying the extent to which
existing customers
         increased their adoption of products and services.
Quarterly Results of Operations, page 117

5.       Your disclosures on page 118 indicate that revenue and costs
associated with COVID-19
         testing begin to impact results in the second quarter of 2020.
However, the table on page
         117 only quantifies the impacts of COVID-19 testing beginning with the
third quarter of
         2020. Please revise accordingly.
 Eric Lefkofsky
Tempus Labs, Inc.
May 11, 2022
Page 3
6.    Please revise your discussion of quarterly costs and operating expense
trends on page 118
      to explain what caused the significant decline in genomics cost of
revenue associated with
      COVID-19 testing relative to genomics revenue from COVID-19 testing
during the last
      three quarters of fiscal 2021 compared to the previous three quarters.
Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Revenue Recognition, page F-13

7.    We note your discussion of the November 2021 Master Services Agreement
with
      AstraZeneca on pages 110 and F-15. Please tell us if AstraZeneca will be
required to pay
      any penalties to you if they do not meet the $200 minimum purchase
commitment. Please
      also tell us how you considered if this agreement provides the customer
with a material
      right. Please refer to ASC 606-10-55-41 through 55-45.
        You may contact Lisa Etheredge, Senior Staff Accountant, at
202-551-3424 or Robert
Littlepage, Accounting Branch Chief, at 202-551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact Kyle
Wiley, Staff
Attorney, at 202-344-5791 or Jan Woo, Legal Branch Chief, at 202-551-3453 with
any other
questions.



                                                           Sincerely,
FirstName LastNameEric Lefkofsky
                                                           Division of
Corporation Finance
Comapany NameTempus Labs, Inc.
                                                           Office of Technology
May 11, 2022 Page 3
cc:       Nicole Brookshire
FirstName LastName