SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

 October 22, 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 letter da ted October 8, 2010 and have the following
comment.  In our comment, we may ask you to pr ovide 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 comment applies to your facts and circumstances, please tell us why in your response.
 After reviewing the information you provide in  response to this comment, we may have
additional comments.

Brian Roberts
Insulet Corporation October 22, 2010 Page 2
 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

 1. Please refer to prior comment 1. We not e your response to our comment where you
provided a summarized discounted cash flow analysis for the various debt prepayment
scenarios. Please respond to the following:
• Provide us your accounting basis for ex cluding the commitment fee from the
discounted cash flow model for the original  debt agreement. Please summarize for us
the impact including the commitment fee would have on the discounted cash flow
analysis provided.
• Provide us with your detailed calculation for the effective interest rate of 20.5% as it
appears to have a significant impact on th e model and changed significantly from the
original calculation of 13%.
• We see that you included $1.2 million of transaction fees as part of the discount on the original debt. We note on page F-14 of the Form 10-K/A that the total transaction
fees were $3.0 million. Describe for us your accounting basis for excluding the additional $1.8 million in transaction fees.
• In your response you refer to $6.1 million as  the “fair value of the warrants”.
However on page F-15 of the Form 10-K/A you refer to the $6.1 million as the “relative fair value”. Please  reconcile these two statements. Provide us with an
updated assessment based on the fair valu e of the warrants if not $6.1 million.

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