August 21, 2024

Sean Duffy
Chief Executive Officer
Omada Health, Inc.
500 Sansome Street, Suite 200
San Francisco, CA 94111

       Re: Omada Health, Inc.
           Amendment No.1 to Draft Registration Statement on Form S-1
           Submitted August 7, 2024
           CIK No. 0001611115
Dear Sean Duffy:

     We have reviewed your amended draft registration statement and have the
following
comments.

        Please respond to this letter by providing the requested information
and either submitting
an amended draft registration statement or publicly filing your registration
statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do
not believe an
amendment is appropriate, please tell us why in your response.

        After reviewing the information you provide in response to this letter
and your amended
draft registration statement or filed registration statement, we may have
additional
comments. Unless we note otherwise, any references to prior comments are to
comments in our
July 21, 2024 letter.

Amendment No. 1 to Draft Registration Statement on Form S-1
Overview , page 1

1.     We note your response to comment 17 and reissue in part. You disclose
that in 2023 your
       average customer "satisfaction" rate for the year was over 90% and that
your customer
       satisfaction rate is based on survey results from customers that
launched a new program
       during the measured period. Please revise to explain how you measure the
rate.
Growth Opportunities, page 7

2.     We note your references to GLP-1 and GLP-1 therapy throughout your
registration
       statement. Please revise to clarify that while you have developed the
GLP-1 tracker, you
       do not, if true, develop or prescribe GLP-1 therapy.
 August 21, 2024
Page 2

The growth of our business relies, in part, on the growth and success of our
customers and
channel partners such as health plans, PBMs..., page 21

3.     We note your disclosure that "some fees are subject to repayment if
certain clinical
       outcomes or other performance criteria are not met, which in some cases
depend on the
       behavior of [y]our members, such as their continued engagement with
[y]our programs,
       and other factors not entirely within [y]our control." Please revise to
further discuss these
       clinical outcomes and other performance criteria.
Changes in accounting principles or the interpretation thereof by the Financial
Accounting
Standards Board ("FASB") affecting..., page 61

4.     We note your response to comment 11. Please revise this risk factor to
discuss the
       material risk that would result if you are no longer able to consolidate
the total revenues
       of PPTG.
Management's Discussion And Analysis Of Financial Condition And Results Of
Operations
Obesity and Weight Management, page 101

5.     We note your disclosure that you "believe the approval of several GLP-1s
to treat diabetes
       and obesity alongside changes in diet and exercise has recently
increased interest
       in cardiometabolic programs" such as yours, and that "the continued
growth of GLP-1
       prescriptions may drive fluctuations in demand for [y]our
cardiometabolic programs and
       impact revenue in future periods." Please revise to explain why you
believe that the
       prevalence of GLP-1s has increased interest in and may drive
fluctuations in demand for
       your cardiometabolic programs.
Navigating the Value (and Cost) of GLP-1s, page 119

6.     We note the disclosure here that GLP-1s have demonstrated strong
clinical efficacy. We
       further note that you currently do not have any products under review
with the Food and
       Drug Administration. Please remove all statements in your registration
statement that
       reference efficacy and safety, as safety and efficacy determinations are
solely within the
       authority of the FDA or other regulatory agencies.
Business
Our Market Opportunity, page 120

7.     We note your response to comment 18. Please revise to briefly discuss
any material
       assumptions underlying the analysis conducted as part of the 2023 white
paper on the
       relationship between GLP-1s and behavioral change. We also note your
disclosure that
       "[m]embers were divided into groups reflecting "meaningful" and
"limited" engagement
       using a median split of their total interactions with the Omada program
each month."
       Please further discuss how "meaningful" and "limited" engagement were
determined.
The Omada Care Approach, page 122

8.     We note your response to comment 20 and your revised disclosure on page
130 that you
       "developed these ML algorithms with data that includes only limited
identifiers to comply
       with minimum-necessary requirements applicable to [y]our healthcare
operations, [y]our
       commitments to members in [y]our notices of privacy practices, and
[y]our broader data
 August 21, 2024
Page 3

       privacy program to promote responsible privacy practices." Please revise
to further
       discuss the nature of these limited identifiers. Please also revise to
briefly discuss the risks
       and harms associated with virtual physical therapy.
Case Studies, page 150

9.     We note your response to comment 23. Please revise to explain how you
identified each
       of the parties you are highlighting in the case studies.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies Revenue Recognition, page F-14

10.    We note your response to comment 29 and the revisions made. Please
further disclose any
       significant change in estimate in accordance with ASC 606-10-50. In that
regard we note
       you disclose here that variable consideration related to the activity-,
milestone-, and
       outcome-based fees is estimated and included in the transaction price
for the non-
       cancelable term. Please help us understand the significance of your
estimates and the
       related variable consideration in your monthly billing. If not
significant, please disclose as
       such. In addition, if the change in estimate is not material, please
also disclose that fact.
General

11.    We note your response to comment 33. You state at the bottom of gatefold
page 3
       that "images, including apps, do not reflect real members or information
about a
       specific person." Please revise to clarify whether this statement
applies to the image in
       connection with the testimony provided on gatefold page 2.
       Please contact Julie Sherman at 202-551-3640 or Li Xiao at 202-551-4391
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Juan Grana at 202-551-6034 or Lauren Nguyen at 202-551-3642 with any other
questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of
Industrial Applications and
                                                              Services
cc:   Kathleen M. Wells, Esq.