October 5, 2018

Charles P. Holden
Cheif Financial Officer
AGILITI, INC. \DE
100 Federal Street, 35th Floor
Boston, MA 02110

       Re: AGILITI, INC. \DE
           Amenddment No. 1 to Registration Statement on Form S-4
           filed September 26, 2018
           File No. 333-226975

Dear Mr. Holden:

      We have reviewed your amended 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 amending your registration statement
and providing the
requested information. 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 any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our [Month day,
year] letter.

Pre-effective Amendment 1 to Registration Statement on Form S-4 filed September
26, 2018

Exhibits

1.     You indicate that your intent is to file by amendment some exhibits,
including the legal
       and tax opinions. Allow us sufficient time to review the exhibits before
requesting
       acceleration of the registration statement's effectiveness.
       You may contact Jeff Gordon, Staff Accountant, at 202-551-3866 or Kevin
Stertzel, Staff
Accountant, at 202-551-3723 if you have questions regarding comments on the
financial
statements and related matters. Please contact Edward Kelly, Staff Attorney, at
202-551-3728 or
Amanda Ravitz, Assistant Director, at 202-551-3412 with any other questions.
 Charles P. Holden
AGILITI, INC. \DE
October 5, 2018
Page 2




                                      Sincerely,
FirstName LastNameCharles P. Holden
                                      Division of Corporation Finance
Comapany NameAGILITI, INC. \DE
                                      Office of Manufacturing and
October 5, 2018 Page 2                Construction
FirstName LastName