OBJECTIVES: Understanding the perspectives of Type 2 Diabetes (T2D) patients on hypoglycemia is important, in order to understand the burden of the disease and its treatment, and to develop improved outcome measures. The goal of this project was to identify key hypoglycemia-related concepts among T2D patients  using qualitative interviews. METHODS: Participants were 19 T2D patients who were prescribed: 1) an oral anti-diabetic (OAD) and had been diagnosed with T2D in the past 3 years (n=11); 2) a sulfonylurea (SU) or thiazolidinedione (TZD) that caused weight gain, following the failure of an OAD in the last year (n=5); or 3) an incretin mimetic that caused weight loss, following the failure of an OAD in the last year (n=3).  One-hour in-person interviews were conducted using a semi-structured interview guide. Interviews were coded using ATLAS.ti software and code frequency was used to identify key experiences. RESULTS: Patients were 54.4 years of age on average and 63% were female. Tremor, sweating, and dizziness were the most commonly noted symptoms of hypoglycemia; all 5 of the patients on an SU or TZD reported experiencing tremor. Patients reported concerns about rare, severe events, such as passing out. Patients generally did not report that their lives were substantially impacted by hypoglycemia, but completing compensatory behaviors to prevent hypoglycemia emerged as an important theme (keeping glucotabs in multiple locations, eating large meals). CONCLUSIONS: Hypoglycemia has a negative impact on patients with T2D. Many report experiencing hypoglycemia symptoms, and, although T2D patients do not often report anxiety about hypoglycemia, several reported concerns about the consequences of severe events. Patients also engage in compensatory behaviors, which suggests that avoiding hypoglycemia is important. Further refinement of the concepts associated with the patient’s experience of hypoglycemia may yield new PRO instruments that can be implemented in clinical trials with T2D patients.