SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3030

       DIVISION OF
CORPORATION FINANCE

 August 27, 2010
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
  Amendment no. 1 to Form 10-K filed August 9, 2010   Form 10-Q for the Fiscal  Quarter Ended March 31, 2010
File No. 001-33462

Dear Mr. Roberts:

We have reviewed your response letter dated August 12, 2010, and your subsequent
filings and have the following comments.  In so me of our comments, we may ask you to provide
us with information so we may better understand your disclosure.
Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

Brian Roberts
Insulet Corporation
August 27, 2010 Page 2  Form 10-K for the Fiscal Year Ended December 31, 2009

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

1. Refer to prior comments 1 and 2.  Please not e we have not yet completed our evaluation
of your response to our comment. To assist us in understanding th e warrant agreement,
please provide us an example of how the warrant would be set tled using the Black-
Scholes value of the warrant in the event of  a “major transaction” or “default”, as
defined. Please provide  sufficient detail in the ex ample for us to understand your
accounting entries and valuati on of the transaction.

Amendment no. 1 to Form 10-K for the Fiscal Year ended December 31, 2009
 Note 16. Restatement of Previously I ssued Financial Statements, page F-23

 2. We note that on August 4, 2010, you filed an Item 4.02 Form 8-K announcing that your
financial statements for the fiscal year ended December 31, 2009 and fiscal quarters
ended September 30, 2009 and March 31, 2010 should no longer be relied upon and subsequently filed amendments to your Form 10-K and March 31, 2010 Form 10-Q. You
determined that the September 2009 amendmen t to your Facility Agreement which was
originally accounted for as a debt extinguish ment should have been treated as a loan
modification. Please respond to the following:

• Describe for us in detail how you original ly accounted for the debt extinguishment
and how you subsequently determined loan modification treatment was appropriate.
Cite the accounting literature appl ied and explain how you applied it.
• Tell us why you concluded that no amendm ent to your Form 10-Q for the fiscal
quarter ended September 30, 2009 was required to be filed.

Form 10-Q for the Quarterly Period Ended June 30, 2010

3. We note your response to our prior comment 3.   In addition to resolving any comments we may have to your confiden tial treatment request for Exhi bit 10.1 to your Form 10-Q
filed May 7, 2010, please ensure you have reso lved any comments we may have to your
confidential treatment request for Exhibit 10.1 to your Form 10-Q filed August 9, 2010.

Note 1.  Nature of the Business, page 6

4. You disclose that you shipped product to you r distributor but you ha ve not recorded any
revenue.  Please tell us the significant term s of your distribution agreement with
Ypsomed and explain how you are accounting for the agreement.

Brian Roberts
Insulet Corporation August 27, 2010 Page 3
 You may contact Kevin Kuhar, Staff Accountant, at (202) 551-3662 or Kate Tillan,
Assistant Chief Accountant, at  (202) 551-3604 if you have questi ons regarding comments on the
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 regard, do not
hesitate to contact me at ( 202) 551-3671 with any questions.

        S i n c e r e l y ,                           M a r t i n  J a m e s         Senior Assistant Chief Accountant