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                            January 25, 2023

       Rick Sullivan
       Chief Financial Officer
       Senseonics Holdings, Inc.
       20451 Seneca Meadows Parkway
       Germantown, MD 20876-7005

                                                        Re: Senseonics
Holdings, Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed January 10,
2023
                                                            File No. 333-269177

       Dear Rick Sullivan:

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

       Registration Statement on Form S-3

       The Senseonics Holdings, Inc. 2023 Commercial Equity Plan and The
Securities We May Offer,
       page 6

   1.                                                   We note your disclosure
that certain employees of Ascensia Diabetes Care Holdings AG,
                                                        a Swiss company, are
eligible to receive awards under the Plan. We also note your risk
                                                        factor disclosure
starting on page 52 of your Form 10-K for the fiscal year ended
                                                        December 31, 2022 about
risks related to your legal and regulatory environment as well as
                                                        your risk factor on
page 64 discussing the exclusive forum provision in your charter.
                                                        Please clarify whether
you plan to issue securities to foreign investors as part of this
                                                        offering and if so,
what consideration you have given to providing any further disclosure
                                                        about material risks to
these investors.
 Rick Sullivan
Senseonics Holdings, Inc.
January 25, 2023
Page 2

        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.

       Please contact Jessica Ansart at 202-551-4511 or Abby Adams at
202-551-6902 with any
questions.



                                                           Sincerely,

FirstName LastNameRick Sullivan                            Division of
Corporation Finance
                                                           Office of Industrial
Applications and
Comapany NameSenseonics Holdings, Inc.
                                                           Services
January 25, 2023 Page 2
cc:       Darren DeStefano
FirstName LastName