SecProbe.io

Mail Stop 3030
February 9, 2016

Via E -mail
Timothy T. Goodnow
President and Chief Executive Officer
Senseonics Holdings, Inc.
20451 Seneca Meadows Parkway
Germantown, MD 20876 -7005

Re: Senseonics Holdings, Inc.
 Registration Statement on Form S -1
Filed January 13, 2016
  File No. 333 -208984

Dear Mr. Goodnow:

We have reviewed your 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 comm ents.

Implications of Being an Emerging Growth Company, page 7

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to  potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

Exhibit 10.24

2. We note that you filed a request for confidential treatment for portions of the distribution
agreement.  We will provide any comments on your request separately.

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 the information the Securities Act of 193 3 and

Timothy T. Goodnow
Senseonics  Holdings , Inc.
February 9, 2016
Page 2

 all applicabl e Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement, please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of  1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date o f the
registration statement.

You may contact David Burton at (202) 551 -3626 or Kate Tillan, Assistant Chief
Accountant, at (202) 551 -3604 if you have questions regarding comments on the financial
statements and related matters.  Please contact Tom Jones at (202) 551 -3602 or Daniel Morris,
Special Counsel, at (202) 551 -3314 with any other questions.

Sincerely,

 /s/ Daniel Morris for

 Amanda Ravitz
 Assistant Director
Office of Electronics and Machinery

cc: Christian E. Plaza