Hansen Medical, Inc.
800 East Middlefield Road
Mountain View, California 94043
June 20, 2016
Via E-mail and EDGAR
Ms. Amanda Ravitz
Assistant Director
Office of Electronics and Machinery
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| RE: | Hansen Medical, Inc. |
| Preliminary Proxy Statement on Schedule 14A |
| Filed May 26, 2016 |
| File No. 001-33151 |
Dear Ms. Ravitz:
On behalf of Hansen Medical, Inc., a Delaware corporation (“Hansen” or the “Company”), in connection with the Company’s response to the sole comment of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) filed with the Commission on June 14, 2016, the Company acknowledges 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. |
If you have any questions or comments regarding the foregoing, or have additional questions or comments, please contact Jennifer F. Fitchen atjfitchen@sidley.com or (650) 565-7122.
Very Truly Yours,
/s/ Cary G. Vance
Cary G. Vance
| cc: | Jennifer F. Fitchen |
