SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

 September 24, 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
File No. 001-33462

Dear Mr. Roberts:

We have reviewed your response letters dated September 13, 2010 and September 22,
2010 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 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 September 24, 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. We note your response to prior comment 1 from our September 10, 2010 letter received
September 22, 2010.  Please note we have not  yet completed our evaluation of your
response to our comment. We may have furt her comment after completing our review.

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. Please refer to prior comment 2 from our August 27, 2010 letter. We note your response
to our comment where you discuss the cash flow  analysis you prepar ed for the original
and amended debt agreements  under various prepayment scenarios under FASB ASC 470-50-40-12(c).  Please provide us with a su mmary of the revised cash flow analysis
you prepared for the original and amended debt agreements which support your debt
modification treatment along with the cash flow  analysis you used or iginally to support
the debt extinguishment conclusion. Please include sufficient reasona ble detail under the
appropriate scenarios, including the exercise or nonexercise of the prepayment option, for
us to understand your cash flow analysis.

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 ,          /s/Kate Tillan
  for
                 M a r t i n  J a m e s         Senior Assistant Chief Accountant