September 20, 2024

John Johnson
Chief Financial Officer
Evolent Health, Inc.
1812 N. Moore Street
Suite 1705
Arlington, VA 22209

        Re: Evolent Health, Inc.
            Form 10-K for Fiscal Year Ended December 31, 2023
            Item 2.02 Form 8-K filed August 8, 2024
            File No. 001-37415
Dear John Johnson:

       We have reviewed your filings and have the following comment(s).

       Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

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

Form 10-K for Fiscal Year Ended December 31, 2023
Notes to Consolidated Financial Statements
Note 1. Organization, page 70

1.     You disclose in the note and in the MD&A section on page 46 that you
collapsed your
       previous two reportable segments into one reportable segment effective
in the quarter
       ended March 31, 2023 as a result of your organizational changes. Please
clarify for us
       whether you have identified one operating segment in accordance with the
guidance in
       ASC 280-10-50-1 through 50-9. To the extent you have more than one
operating segment,
       please tell us how you considered the aggregation criteria in ASC
280-10-50-11 and the
       quantitative thresholds in ASC 280-10-50-12 in determining your
reportable segment.
       Please also revise to disclose factors used to identify your reportable
segment, including
       the basis of organization and whether operating segments have been
aggregated. Refer to
       ASC 280-10-50-21.
 September 20, 2024
Page 2

Note 2. Basis of Presentation, Summary of Significant Accounting Policies and
Change in
Accounting Principles
Goodwill, page 73

2.     You have identified one reporting unit for all of your service solutions
due to the
       economic similarity of the services provided to your partners. Please
tell us the
       components you have aggregated and provide us with your analysis
pursuant to ASC 350-
       20-35-35 that supports the aggregation.
Item 9A. Controls and Procedures
Management's Annual Report on Internal Control Over Financial Reporting, page
112

3.     Please revise your disclosure to identify the version of the COSO
Framework your
       management used to evaluate the effectiveness of your internal control
over financial
       reporting. Refer to Item 308(a)(2) of Regulation S-K.
Item 2.02 Form 8-K filed August 8, 2024
Exhibit 99.1
Reconciliation of Adjusted Income Attributable to Common Shareholders to Net
Loss
Attributable to Common Shareholders, page 13

4.     You include a non-GAAP adjustment to add back the dividends and
accretion of Series A
       Preferred Stock to arrive at your adjusted income attributable to common
shareholders.
       Please tell us your consideration of Questions 100.01 and 100.04 of the
Non-GAAP
       Financial Measures Compliance and Disclosure Interpretations in
determining the
       appropriateness of this adjustment.
5.     Please revise your reconciliation to separately present the income tax
effects related to the
       non-GAAP adjustments and clearly disclose how the tax impacts are
calculated. Refer to
       Question 102.11 of the Non-GAAP Financial Measures Compliance and
Disclosure
       Interpretations.
        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.

       Please contact Valeria Franks at 202-551-7705 or Suying Li at
202-551-3335 with any
questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Trade &
Services