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                              June 5, 2023

       John Johnson
       Chief Financial Officer
       Evolent Health, Inc.
       800 N Glebe Road, Suite 500
       Arlington, VA 22203

                                                        Re: Evolent Health,
Inc.
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2022
                                                            Filed February 24,
2023
                                                            Form 8-K Dated
February 22, 2023
                                                            File No. 001-37415

       Dear John Johnson:

              We have reviewed your filings and have the following 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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for the Fiscal Year Ended December 31, 2022

       Item 9A. Controls and Procedures
       Management's Annual Report on Internal Control Over Financial Reporting,
page 121

   1.                                                   Please disclose the
assessment of your principal executive officer and principal financial
                                                        officer regarding the
effectiveness of your internal control over financial reporting as of
                                                        the end of the period
covered by this report. Refer to Item 308(a)(3) of Regulation S-K.
 John Johnson
Evolent Health, Inc.
June 5, 2023
Page 2
Form 8-K Dated February 22, 2023

Exhibit 99.1
Non-GAAP Financial Measures, page 4

2.       We note your disclosure that adjusted depreciation and amortization
expenses excludes
         the impact of amortization expense related to intangible assets
acquired through asset
         acquisitions and business combinations. It is not clear why you
exclude amortization of
         acquired intangible assets on the basis that it reflects a complete
view of the operational
         results, considering that these measures include revenue from core
operations generated in
         part by acquired assets. Please explain and revise your disclosures to
more clearly
         describe the nature of the amortization being excluded and why, and
clarify that although
         amortization of these acquired intangibles is being excluded, revenue
generated from
         these assets is not.
Reconciliation of Adjusted Results of Operations, page 10

3.       Your non-GAAP reconciliations for the interim and annual periods
appear to present non-
         GAAP income statements. This presentation appears to be inconsistent
with Question
         102.10(c) of the Compliance and Disclosure Interpretations on Non-GAAP
Financial
         Measures. Please advise, or revise to remove the current presentation
and reconcile each
         non-GAAP measure separately.
        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.

       You may contact Keira Nakada at 202-551-3659 or Angela Lumley at
202-551-3398 with
any questions.



FirstName LastNameJohn Johnson                                Sincerely,
Comapany NameEvolent Health, Inc.
                                                              Division of
Corporation Finance
June 5, 2023 Page 2                                           Office of Trade &
Services
FirstName LastName