March 24, 2025

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

       Re: Omada Health, Inc.
           Amendment No. 4 to Draft Registration Statement on Form S-1
           Submitted March 14, 2025
           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.

Amendment No. 4 to Draft Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 96

1.     Please expand your disclosures to address the following comments related
to your
       results of operations disclosures.
           You attributed revenue increase purely to growth in total members.
Expand to
           discuss whether you still track average fees per member, and if so,
disclose any
           impact of changes in average fees per member to your revenue
increase; and if not
           material, disclose that fact.
           You attributed gross margin expansion to decreased personnel costs
per total
           member needed to support your members due to the strategic use of
your Care
 March 24, 2025
Page 2

           Teams and supporting technology. Expand to disclose in more detail,
how the
           strategic use of your Care Teams and supporting technology help with
margin
           expansion, as well as whether it constitutes a known trend that
investors could
           continue to expect in the future.
           For your operating expenses, please expand to disclose the
underlying driver(s)
           for any major fluctuations. For example, please note whether the
change in
           personnel expenses were contributed by a change in headcounts, or by
type and/or
           amount of compensations.
       Please provide quantitative disclosures where available. Refer to Item
303(b) of
       Regulation S-K.
Business
Omada GLP-1 Care Tracks, page 144

2.     We note the disclosure that to inform the design and refinement of your
GLP-1 Care
       Tracks, you and certain of your customers and channel partners have
conducted initial
       analyses of the results of your programs when provided alongside GLP-1
therapy.
       You state these analyses have reviewed data from more than 5,500 of your
members
       that were taking or had recently discontinued GLP-1 therapy, and a
subset of those
       analyses reviewed early results for your GLP-1 Care Tracks. Please
revise to disclose
       the timeframe for the reviewed data and describe the "subset" of those
analyses which
       showed early results for your GLP-1 Care Tracks.
General

3.     We note your response to prior comment 31 from our July 21, 2024 letter.
We are
       unable to fully agree with your analysis. With respect Abbott
Laboratories, you appear
       to have a material partnership related to the supply of products for
your diabetes
       program described throughout the prospectus. Please file the material
contract or
       provide additional analysis explaining why filing this agreement as an
exhibit to your
       registration statement is not necessary.
       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.