SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030
  June 1, 2010
Via U.S. Mail and Facsimile to (781) 457-5011

 Brian Roberts Chief Financial Officer Insulet Corporation 9 Oak Park Drive Bedford, MA 01730
 Re: Insulet Corporation
Form 10-K for the Fiscal Year ended December 31, 2009
  Filed March 9, 2010
  Schedule 14A filed April 5, 2010
File No. 001-33462

Dear Mr. Roberts:

We have reviewed your filings and have th e following comments.  Where indicated, we
think you should revise your future  documents in response to thes e comments.  If you disagree,
we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanati on.  In some of our comments,
we may ask you to provide us with informati on so we may better unders tand your disclosure.
After reviewing this information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at th e end of this  letter.

Brian Roberts
Insulet Corporation
June 1, 2010 Page 2  Form 10-K for the Fiscal Year Ended December 31, 2009

 Item 11. Executive Compensation, page 58

 Our Executive Compensation Process, proxy statement page 20

 1. You disclose that you target total compensation based on peer  companies.  In future
filings, please disclose where compensation actually fell in relation to the peer
companies.
 Our Executive Compensation Programs, proxy statement page 21

 2. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K.  Please advise us of the basis for your conclusion that disclosure is not
necessary, and describe the process y ou undertook to reach that conclusion.
 Cash Incentive Bonuses, proxy statement page 22

3. In future flings, please disclose the object ive performance goals and objective company
goals that an executive officer must achiev e to earn their incentive bonus.  To the extent
you believe that disclosure of the milestones is not required because  it would result in
competitive harm, even on an historical basis such that you may exclude this information under Instruction 4 to Item 402(b) of Regula tion S-K, provide a de tailed explanation for
such conclusion.
 Index to Consolidated Financial Statements, page F-1

 Note 8.  Facility Agreement and Common Stock Warrants, page F-17

 4. We note that you issued warrants to purchas e 3.75 million shares of common stock at
$3.13 per share in connection wi th facility agreement.  Please tell us about your
evaluation of the warrants in determining that  they should be accounted for as equity.
Include a discussion of the features wh ich may result in Black-Scholes value upon
change of control or events of default.  Di scuss the types of events that are included in
these categories.
 Schedule 14A filed April 5, 2010

 Board of Directors, proxy statement page 8

 5. We note your disclosure in the last sentence of this section regarding your lack of a
formal policy on diversity and how you consider  it essential that members of the board
represent diverse viewpoints.  In future f ilings, please clarify how you consider diversity
in identifying nominees for director.

Brian Roberts
Insulet Corporation June 1, 2010 Page 3
  As appropriate, please respond to these comm ents within 10 business days or tell us
when you will provide us with a response.  Please furnish a cover letter that keys your responses
to our comments and provides any requested informa tion.  Detailed cover letters greatly facilitate
our review.  Please understand that we may have additional comments  after reviewing your
amendments and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.     In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
You may contact Kevin Kuhar, Staff Accountant, at (202) 551-3662 or me at (202) 551-
3604 if you have questions regarding comments on th e financial statements and related matters.
Please contact Gabe Eckstein at (202) 551-3286 or Jay Mumford at (202) 551-3637 if you have
questions on other comments.  In this rega rd, do not hesitate to contact Jeff Jaramillo,
Accounting Branch Chief, at ( 202) 551-3212 with any questions.

         S i n c e r e l y ,                     K a t e  T i l l a n          Accounting Reviewer