August 9, 2019

Ryan Rhodes
President and Chief Executive Officer
Restoration Robotics, Inc.
128 Baytech Drive
San Jose, CA 95134

       Re: Restoration Robotics, Inc.
           Amendment No. 1 to Registration Statement on Form S-4
           Filed July 29, 2019
           File No. 333-232000

Dear Mr. Rhodes:

      We have reviewed your amended 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. Unless
we note
otherwise, our references to prior comments are to comments in our July 3, 2019
letter.

Amendment No. 1 to Registration Statement on Form S-4

Equity Commitment Letter, page 14

1.     Please reconcile your disclosure on page 14 about the $3,500,000
commitment from an
       investor with the commitment amounts mentioned on page 172.
Restoration Robotics is not in compliance with the continued listing
requirements, page 35

2.     Please disclose the listing standards and continued listing standards
and whether the
       company complies with the standards.
 Ryan Rhodes
FirstName LastNameRyan Rhodes
Restoration Robotics, Inc.
Comapany2019
August 9, NameRestoration Robotics, Inc.
August 9, 2019 Page 2
Page 2
FirstName LastName
Background of the Merger, page 85

3.       We note your response to prior comment 11; however, from your revised
disclosure, it
         remains unclear how the percentage of ownership was determined. Please
revise as
         appropriate.
Restoration Robotics Reasons for the Merger, page 93

4.       We note your response to prior comment 14. Please revise the
disclosure on pages 93 and
         98 to include more detail about the synergies, such as quantify the
amounts.
Opinion of Restoration Robotics Financial Advisor, page 99

5.       We note your response to prior comment 16. Please include a separate
section that
         discloses the forecasts mentioned in prior comment 16. In this regard,
we note your
         website includes the "Restoration Robotics and Venus Concept Merger
Presentation" that
         mentions "[E]stimated $130-135 million revenue" and "[E]stimated high
60s% gross
         margin" in 2019 and it appears from your disclosure on pages 93-95
that the board
         considered the "potential growth" and "prospects for growth" of the
combined company
         and the fairness opinion of the financial adviser as factors in
reaching its conclusion to
         approve the merger agreement.
The Merger Agreement, page 126

6.       We note your response to prior comment 18. Regarding your disclosure
in the second
         paragraph of this section about the assertions, to the extent the
representations and
         warranties are included in your disclosure, please revise to remove
any potential
         implication that the referenced information does not constitute public
disclosure under the
         federal securities laws.
Exhibits

7.       Please refer to the second paragraph of the opinion filed as exhibit
8.1. Please clarify
         whether the Tax Certificates are limited to factual matters. For
guidance, see Section
         III.C.3 of Staff Legal Bulletin No. 19 available on the Commission's
website.
8.       Please refer to the third paragraph of the opinion. We note that the
opinion states that it is
         based in part on the assumption that "the merger will qualify as a
statutory merger
         under applicable Israeli or local laws." Please delete the assumption.
For guidance, see
         Section III.C.3 of Staff Legal Bulletin No. 19.
9.       Please refer to the sixth paragraph of the opinion. When using a short
form opinion, the
         tax disclosure in the prospectus and the exhibit 8 short form opinion
must clearly state that
         the disclosure in the tax consequences section of the prospectus is
the opinion of the
         named counsel. For guidance, see Section III.B. of Staff Legal
Bulletin No. 19.
 Ryan Rhodes
Restoration Robotics, Inc.
August 9, 2019
Page 3
10.    Please delete the term "generally" mentioned in the sixth paragraph of
the opinion.
        You may contact Eric Atallah at 202-551-3663 or Kevin Kuhar, Accounting
Branch
Chief, at 202-551-3662 if you have questions regarding comments on the
financial statements
and related matters. Please contact Tom Jones at 202-551-3602 or Heather
Percival, Senior
Attorney, at 202-551-3498 with any other questions.



                                                            Sincerely,
FirstName LastNameRyan Rhodes
                                                            Division of
Corporation Finance
Comapany NameRestoration Robotics, Inc.
                                                            Office of
Electronics and Machinery
August 9, 2019 Page 3
cc:       Brian J. Cuneo
FirstName LastName