June 6, 2019

Zane Burke
Chief Executive Officer
Livongo Health, Inc.
150 West Evelyn Ave., Suite 150
Mountain View, CA 94041

       Re: Livongo Health, Inc.
           Draft Registration Statement on Form S-1
           Submitted May 10, 2019
           CIK 0001639225

Dear Mr. Burke:

       We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
understand your disclosure.

       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 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional

Draft Registration Statement on Form S-1 Submitted May 10, 2019


1.     Please supplementally provide us with copies of all written
communications, as defined in
       Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
       present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
       not they retain copies of the communications.
Prospectus Summary, page 1

2.     Please disclose the basis for your assertions about your competitive
position within your
       industry. We note, for example, your disclosure on page 1 ("Livongo is
the first company
       leading a new category in healthcare . . ."), page 3 ("We are the first
company to sit at the
 Zane Burke
FirstName LastNameZane Burke
Livongo Health, Inc.
Comapany NameLivongo Health, Inc.
June 6, 2019
Page 2
June 6, 2019 Page 2
FirstName LastName
         intersection of data science . . ."), and page 101 ( "Livongo is the
first to apply this kind of
         personalized approach to healthcare"). Also disclose any material
assumptions in
         calculating your estimates of the market opportunity amounts on page
Business, page 101

3.       We note your disclosure on page 25 that sales through one of your
channel partners
         represented 33% of your revenue and 32% of your Livongo for Diabetes
members in
         2018. Please disclose the name of this channel partner and its
relationship with you. See
         Item 101(c)(1)(vii) of Regulation S-K.
4.       We note your product endorsements on pages 102, 104, 115 and 123.
Please tell us with a
         view toward disclosure how the company obtained the endorsements and
whether the
         company paid for the testimonials.
Livongo Health, Inc. Financial Statements
Note 16. Subsequent Events, page F-39

5.       Please provide us with your significance computations for your
February 2019 acquisition
         of myStrength and include the required financial statements and pro
forma information in
         an amendment, if it is determined to be significant. Refer to Rule
3-05 and Article 11 of
         Regulation S-X.
Undertakings, page II-3

6.       Please provide the undertakings required by Item 512(a)(5)(ii) and
Item 512(a)(6) of
         Regulation S-K. Item 512(a)(5)(ii) is required for any prospectus
filed in reliance on Rule
         430C and Item 512(a)(6) is required for any offering that involves an
initial distribution of
         securities pursuant to Rule 159A. For guidance, refer to Securities
Act Rules Compliance
         and Disclosure Interpretation, Question 229.01.
Exhibit Index, page II-5

7.       Please file as exhibits your agreements for the Retrofit Inc. and
myStrength, Inc.
         acquisitions. See Item 601(b)(2) of Regulation S-K.
 Zane Burke
Livongo Health, Inc.
June 6, 2019
Page 3

       You may contact Suying Li at 202-551-3335 or Rufus Decker at
202-551-3769 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jonathan Burr at 202-551-5833 or Brigitte Lippmann at 202-551-3713 with
any other


FirstName LastNameZane Burke                             Division of
Corporation Finance
                                                         Office of Beverages,
Apparel and
Comapany NameLivongo Health, Inc.
June 6, 2019 Page 3
cc:       Mark Baudler
FirstName LastName