May 7, 2019

J. Patrick Nelli
Chief Financial Officer
Health Catalyst, Inc.
3165 Millrock Drive #400
Salt Lake City, UT 84121

       Re: Health Catalyst, Inc.
           Draft Registration Statement on Form S-1
           Submitted April 10, 2019
           CIK No. 0001636422

Dear Mr. Nelli:

       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
better
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
comments.

Draft Registration Statement on Form S-1

Prospectus Summary
Business Overview, page 4

1.     You state that for the 12 months ended March 31, 2019, customers who
contracted with
       you in 2015 and 2016 experienced approximately 6 improvements on average
and
       customers who contracted with you prior to 2015 experienced more than 15
improvements
       on average. While you state that these improvements are
"customer-validated," please
       explain the process by which you calculated these improvements and
disclose any
       limitations or assumptions underlying the calculations. As part of your
response, explain
       whether the number of improvements was self-reported by customers or
whether the
       number of improvements was calculated by an independent party. Further,
explain
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FirstName LastNameJ. Patrick Nelli
Health Catalyst, Inc.
Comapany NameHealth Catalyst, Inc.
May 7, 2019
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         whether the averages were calculated for all customers in each cohort
or for a sample size
         of each cohort. Finally, please disclose the average improvements per
customer for the
         2017 and 2018 cohort for a balanced discussion.
2.       Please provide context regarding your statement that you have achieved
strong customer
         retention by quantitatively disclosing retention rates for each period
presented. We note
         your disclosure that the dollar-based retention rate reflects
contraction or attrition but it is
         unclear the extent to which the decrease in the dollar-based retention
rate from 2017 to
         2018 is based on customer attrition. We also note the increase in the
number of customers
         in 2018 was primarily due to your Medicity acquisition.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 68

3.       Please revise your overview section to provide a balanced discussion
regarding the
         material challenges, risks and opportunities focused on by your
management. For
         example, discuss any material trends or uncertainties related to the
introduction of a new
         pricing model for your Solution in the fourth quarter of 2018. We note
your disclosure
         that the revenue increase in fiscal year 2018 was primarily "due to
increased technology
         access pricing as customers move beyond lower-level pricing tiers."
Please describe the
         changes made to the pricing model and disclose the amount of revenue
attributable to the
         pricing model change to the extent material. Further, disclose any
material impact on the
         company if the revenue increase in fiscal year 2018 was due to a
non-recurring event. See
         Item 303(a) of Regulation S-K and SEC Release No. 33-8350.
Other Key Metrics
DOS Subscription Customers, page 71

4.       You disclose that you have increased your number of DOS subscription
customers as of
         December 31, 2017 to December 31, 2018. Please clarify whether or not
the number of
         DOS subscription customers includes only customers with active
subscriptions as of each
         period end.
Dollar-based Retention Rate, page 71

5.       Please clarify here that your 2017 and 2018 dollar-based retention
rates do not include
         your Medicity customers and state whether this metric will include
Medicity customers
         going forward.
Begin, Renew, Expand, Refer, page 72

6.       We note that your number of other customers includes customers who
previously
         purchased perpetual licenses and Medicity customers. Please revise the
disclosure here
         and throughout the prospectus to clarify this metric. In this regard,
please include enough
         information so investors can clearly understand if this number
represents current
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FirstName LastNameJ. Patrick Nelli
Health Catalyst, Inc.
Comapany NameHealth Catalyst, Inc.
May 7, 2019
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FirstName LastName
         customers, historic customers, revenue generating customers or some
combination of the
         aforementioned groups.
7.       We note your disclosure that your KLAS Evangelism Score is over twice
the healthcare
         technology industry average score. Please place this metric in context
by providing
         additional information related to this score, such as the period to
which your score relates,
         your score and the healthcare technology industry average score.
Measurable Improvement Occurs, page 75

8.       Please revise your disclosure to more clearly disclose what your LTM
average
         documented improvements per customer metric represents. Also, please
tell us your
         consideration of providing this metric for each cohort year.
Results of Operations, page 80

9.       Please tell us your consideration of disclosing and providing a
discussion related to your
         accretion of redeemable convertible preferred stock.
Certain Relationships and Related Party Transactions
Investor Rights, Registration, and Stockholders Agreements, page 134

10.      You disclose on page 123 that all of your directors currently serve on
the board pursuant
         to provisions of a stockholders agreement. Please include a
description of material
         provisions of the stockholders agreement in this section. While you
state that you expect
         the stockholders agreement to terminate upon the completion of this
offering, it appears
         that the agreement could be material given that the directors who are
parties to the
         agreement will continue to serve on the board until their respective
terms expire between
         2020 and 2022. Please also provide an analysis of why you believe that
the investor rights
         agreement and the stockholder agreement do not need to be filed
pursuant to Item
         601(b)(10)(ii)(A) of Regulation S-K given that some of your officers,
directors and 5% or
         greater stockholders are parties to these agreements.
Customer Relationships, page 135

11.      We note that you have customer relationships with certain related
parties and recognized
         $8.6 million and $3.8 million in revenue from related parties in
fiscal 2017 and 2018,
         respectively. Please revise this section to separately disclose the
dollar amount involved
         in your transactions with each of these related parties. Additionally,
please tell us what
         consideration you have given to filing your agreements with UPMC, a
6.4% beneficial
         owner of your common stock. See Item 601(b)(10)(ii)(A).
 J. Patrick Nelli
FirstName LastNameJ. Patrick Nelli
Health Catalyst, Inc.
Comapany NameHealth Catalyst, Inc.
May 7, 2019
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Health Catalyst, Inc. Notes to Consolidated Financial Statements
Note 1   Description of Business and Summary of Significant Accounting Policies
Professional Services Revenue, page F-12

12.      You disclose that your professional services, including implementation
services, are
         typically considered distinct. We also note your disclosure on page
F-45 that Medicity
         LLC's SaaS contracts generally require significant integration,
configuration, and
         implementation services that are performed to create a combined, fully
integrated solution.
          For arrangements that include implementation or customization
services, please tell us the
         significant judgments used in determining if these services should be
considered a
         separate performance obligation. Please refer to FASB ASC 606-10-25-19
through 25-
         22. Also, tell us how material significant integration or
customization arrangements are
         for each period presented and expand your disclosures to further
explain your policy for
         these arrangements, to the extent they are material.
Contracts with Multiple Performance Obligations, page F-12

13.      Please revise to describe the types of products or services for which
standalone selling
         prices are not directly observable.
14.      You disclose that in cases where standalone selling prices are not
directly observable, you
         may utilize the residual estimation method. Please tell us when you
utilize this method
         and how you met one of the criteria in FASB ASC 606-10-32-34(c). In
addition, to the
         extent material, expand your disclosure to outline the reasons for
your use of this method
         and the types of contracts for which this method is used. As part of
your response, please
         quantify the amount of revenue recognized in the periods presented
where the residual
         method is used.
Note 2   Business Combinations, page F-19

15.      You disclose that you used the services of a third-party valuation
firm to assist us in
         assessing the fair value of the assets acquired and liabilities
assumed. Please revise to
         clarify the nature and extent of your reliance on the third-party
valuation. Refer to
         Question 141.02 of the Securities Act Sections Compliance and
Disclosure
         Interpretations.
General

16.      We note that you have included certain graphics in your prospectus.
Please provide us
         with copies of any other graphical materials or artwork that you
intend to use in your
         prospectus. Upon review of such materials, we may have further
comments. For
         guidance, consider Question 101.02 of our Securities Act Forms
Compliance and
         Disclosure Interpretations.
17.      Please provide us with copies of all written communications, as
defined in Securities Act
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Health Catalyst, Inc.
May 7, 2019
Page 5
       Rule 405, that you, or anyone authorized to do so on your behalf,
present to potential
       investors in reliance on Securities Act Section 5(d), whether or not
they retain copies of
       the communications.
        You may contact Diane Fritz, Staff Accountant, at (202) 551-3331 or
Stephen Krikorian,
Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the
financial statements and related matters. Please contact Mitchell Austin, Staff
Attorney, at (202)
551-3574 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.



                                                             Sincerely,

FirstName LastNameJ. Patrick Nelli                           Division of
Corporation Finance
                                                             Office of
Information Technologies
Comapany NameHealth Catalyst, Inc.
                                                             and Services
May 7, 2019 Page 5
cc:       An-Yen Hu, Esq.
FirstName LastName