December 11, 2019

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-3
           Filed November 27, 2019
           File No. 333-235297

Dear Mr. Goodnow:

       We have limited our review of your registration statement to those
issues we have
addressed in our comment.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comment applies 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 this comment, we may have additional comments.

Registration Statement on Form S-3 filed November 27, 2019

General

1.     We note that your forum selection provision contained in Exhibit 3.1
identifies the Court
       of Chancery of the State of Delaware as the exclusive forum for certain
litigation,
       including any "derivative action." Please disclose whether this
provision applies to
       actions arising under the Securities Act or Exchange Act. In that
regard, we note that
       Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought
       to enforce any duty or liability created by the Exchange Act or the
rules and regulations
       thereunder, and Section 22 of the Securities Act creates concurrent
jurisdiction for federal
       and state courts over all suits brought to enforce any duty or liability
created by the
       Securities Act or the rules and regulations thereunder. If the provision
applies to
       Securities Act claims, please also revise your prospectus to state that
there is uncertainty
       as to whether a court would enforce such provision and that investors
cannot waive
 Timothy T. Goodnow
Senseonics Holdings, Inc.
December 11, 2019
Page 2
      compliance with the federal securities laws and the rules and regulations
thereunder. If
      this provision does not apply to actions arising under the Securities Act
or Exchange Act,
      please also ensure that the exclusive forum provision in the governing
documents states
      this clearly, or tell us how you will inform investors in future filings
that the provision
      does not apply to any actions arising under the Securities Act or
Exchange Act.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Jeffrey Gabor at 202-551-2544 or Celeste Murphy at
202-551-3257
with any questions.



                                                            Sincerely,
FirstName LastNameTimothy T. Goodnow
                                                            Division of
Corporation Finance
Comapany NameSenseonics Holdings, Inc.
                                                            Office of Life
Sciences
December 11, 2019 Page 2
cc:       Mark Ballantyne, Esq.
FirstName LastName