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                                September 29, 2023

       Shantanu Gaur
       Chief Executive Officer
       ALLURION TECHNOLOGIES, INC.
       11 Huron Drive
       Natick, MA 01760

                                                        Re: ALLURION
TECHNOLOGIES, INC.
                                                            Registration
Statement on Form S-1
                                                            Filed September 18,
2023
                                                            File No. 333-274564

       Dear Shantanu Gaur:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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 filed September 18, 2023

       Cover Page

   1.                                                   For each of the shares
being registered for resale, disclose the price that the selling
                                                        securityholders paid
for such shares.
   2.                                                   We note the significant
number of redemptions of your common stock in connection with
                                                        your business
combination and that the shares being registered for resale will constitute a
                                                        considerable percentage
of your public float. We also note that most of the shares being
                                                        registered for resale
were purchased by the selling securityholders for prices considerably
                                                        below the current
market price of the common stock. Highlight the significant negative
                                                        impact sales of shares
on this registration statement could have on the public trading price
                                                        of the common stock.
 Shantanu Gaur
FirstName LastNameShantanu Gaur
ALLURION    TECHNOLOGIES,    INC.
Comapany 29,
September NameALLURION
              2023         TECHNOLOGIES, INC.
September
Page 2    29, 2023 Page 2
FirstName LastName
Prospectus Summary, page 22

3.       We note your disclosure of the Public Warrants exercise price on page
22. We also note
         the approximately $2.2 million in proceeds from the exercise of the
Rollover
         Warrants. Disclose the exercise price for all warrants compared to the
market price of the
         underlying securities. If the warrants are out the money, please
disclose the likelihood that
         warrant holders will not exercise their warrants. Provide similar
disclosure on your cover
         page and in your risk factors, MD&A and Use of Proceeds section, and
disclose that cash
         proceeds associated with the exercises of the warrants are dependent
on the stock price.
         As applicable, describe the impact on your liquidity and update the
discussion on the
         ability of your company to fund your operations on a prospective basis
with your current
         cash on hand.
Risk Factors
Sales of shares of our Common Stock may cause the market price of our Common
Stock to fall. ,
page 72

4.       We note your disclosure highlighting the negative pressure potential
sales of shares
         pursuant to this registration statement could have on the public
trading price of the
         common stock. Please illustrate this risk by disclosing the current
percentage of shares
         being registered for resale out of the total number of shares
outstanding. We also note
         your disclosure that even though the current trading price is at or
below the SPAC IPO
         price, the private investors may have an incentive to sell because
they will still profit on
         sales because of their lower purchase price. Please revise your
disclosure to clarify that
         private investors could profit on sales when public investors may not.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 133

5.       We note that the projected revenues for 2023 were $100.0 million, as
set forth in the
         unaudited summarized prospective financial information for Allurion
that Compute Health
         management reviewed with the Compute Health Board in connection with
the evaluation
         of the Business Combination. We also note that your actual revenues
for the six months
         ended June 30, 2023 were approximately $27.0 million. It appears that
you will miss your
         2023 revenue projection. Please update your disclosure in Liquidity
and Capital
         Resources, and elsewhere, to provide updated information about the
company's financial
         position and further risks to the business operations and liquidity in
light of these
         circumstances.
Overview
Liquidity and Capital Resources, page 137

6.       In light of the significant number of redemptions and the unlikelihood
that the company
         will receive significant proceeds from exercises of the warrants
because of the disparity
         between the exercise price of the warrants and the current trading
price of the common
 Shantanu Gaur
ALLURION TECHNOLOGIES, INC.
September 29, 2023
Page 3
      stock, expand your discussion of capital resources to address any changes
in the
      company's liquidity position since the business combination. If the
company is likely to
      have to seek additional capital, discuss the effect of this offering on
the company   s ability
      to raise additional capital.
General

7.    Revise your prospectus to disclose the price that each selling
securityholder paid for the
      securities being registered for resale. Highlight any differences in the
current trading
      price, the prices that the Sponsor, PIPE investors and other selling
securityholders
      acquired their shares, and the price that the public securityholders
acquired their shares.
      Disclose that while the selling securityholders may experience a positive
rate of return
      based on the current trading price, the public securityholders may not
experience a similar
      rate of return on the securities they purchased due to differences in the
purchase prices and
      the current trading price. Please also disclose the potential profit the
selling
      securityholders will earn based on the current trading price. Lastly,
please include
      appropriate risk factor disclosure.
8.    We note that, after a registrant's first registration statement is
effective, a Form 10-Q for
      the quarter following the most recent period included in the registration
statement is due
      the later of 45 days after the effective date, or the date the Form 10-Q
would otherwise be
      due. Please tell us when you intend to file your 10-Q for the quarter
ended June 30, 2023.
        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.

       Please contact Nicholas O'Leary at 202-551-4451 or Katherine Bagley at
202-551-2545
with any questions.



                                                             Sincerely,

FirstName LastNameShantanu Gaur                              Division of
Corporation Finance
                                                             Office of
Industrial Applications and
Comapany NameALLURION TECHNOLOGIES, INC.
                                                             Services
September 29, 2023 Page 3
cc:       Danielle Lauzon, Esq.
FirstName LastName