United States
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                    Form 15

     CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION
          12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION
          OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934.

                                    Commission File Number:  000-33139


                               TheraSense, Inc.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)


                             1360 South Loop Road,
                           Alameda, California 94502
                                (510) 749-5400
      -------------------------------------------------------------------
      (Address, including zip code, and telephone number, including area
              code, of registrant's principal executive offices)


                   Common Stock, par value $0.001 per share
                        Preferred Stock Purchase Rights
           -------------------------------------------------------
           (Title of each class of securities covered by this Form)


                                     NONE
       ------------------------------------------------------------------
      (Titles of all other classes of securities for which a duty to file
                reports under section 13(a) or 15(d) remains)


         Please place an X in the box(es) to designate the appropriate rule
provisions(s) relied upon to terminate or suspend the duty to file reports:


         Rule 12g-4(a)(1)(i)  |X|                    Rule 12h-3(b)(1)(i)   |X|
         Rule 12g-4(a)(1)(ii) |_|                    Rule 12h-3(b)(1)(ii)  |_|
         Rule 12g-4(a)(2)(i)  |_|                    Rule 12h-3(b)(2)(i)   |_|
         Rule 12g-4(a)(2)(ii) |_|                    Rule 12h-3(b)(2)(ii)  |_|
                                                     Rule 15d-6            |_|

         Approximate number of holders of record as of the certification or
notice date: 1





         Pursuant to the requirements of the Securities Exchange Act of 1934,
TheraSense, Inc. has caused this certification/notice to be signed on its
behalf by the undersigned duly authorized person.


Date:  April 6, 2004                        THERASENSE, INC.


                                            BY:   /s/ Edward J. Fiorentino
                                                  ----------------------------
                                                  Name:  Edward J. Fiorentino
                                                  Title: President




Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of
which shall be manually signed. It may be signed by an officer of the
registrant, by counsel or by any other duly authorized person. The name and
title of the person signing the form shall be typed or printed under the
signature.