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                               January 4, 2024

       Jason Murray
       Chief Executive Officer
       PACS Group, Inc.
       262 N. University Ave.
       Farmington, Utah 84025

                                                        Re: PACS Group, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted December
8, 2023
                                                            File No. 377-06990

       Dear Jason Murray:

                                                        We have reviewed your
draft registration statement and have the following comments.

              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 a comment applies 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 this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional comments.

       Draft Registration Statement on Form S-1

       Cover Page

   1.                                                   Please revise to state
whether the offering is contingent on listing approval.
       Industry, Market and Other Data, page 1

   2.                                                   We note your statement
that you "have not independently verified" publications, research,
                                                        surveys and studies
conducted by third parties, and investors are "cautioned not to give
                                                        undue weight to such
information, estimates or projections." Such statement may imply an
                                                        inappropriate
disclaimer of liability for such third-party information. Please revise to
                                                        remove any implication
that investors are not entitled to rely on information in your
                                                        registration statement.
 Jason Murray
FirstName  LastNameJason Murray
PACS Group,   Inc.
Comapany
January    NamePACS Group, Inc.
        4, 2024
January
Page 2 4, 2024 Page 2
FirstName LastName
Prospectus Summary, page 2

3.       We note that you make various statements throughout the draft
registration statement
         discussing the SNF industry and projections, including, but not
limited to, the following:

                   The SNF industry is large and growing, with total
expenditures expected to increase
              from $193.6 billion in 2022 to $283.3 billion in 2031,
representing a compound
              annual growth rate (CAGR) of 4.3%;"
                "The SNF industry in the United States encompasses
approximately 15,000 nursing
              homes and serves over 1.3 million patients annually. The industry
is highly
              fragmented, with the top 10 operators, each having greater than
100 facilities,
              representing approximately 11% of total number of SNFs in the
United States;"
                "While the total U.S. population is expected to increase 25%
from 2016 to 2060, the
              population aged 65 and older is expected to increase 92% during
that same period;"
              and
                "Additionally, the percentage of those 50 years and older with
more than one chronic
              condition is estimated to increase by 99.5% from 2020 to 2050."

         Please revise your disclosure to provide the basis for each of the
above statements. In
         addition, to the extent that some of these statements are intended to
be qualified to your
         belief, please revise to state such and to state the basis, to the
extent material, for your
         belief.
4.       We note your disclosure that you "have a robust pipeline of potential
single-facility tuck-
         in acquisitions, larger multi-facility portfolio acquisitions and
select new facility builds
         across existing and new markets." Please revise your disclosure to
include a more fulsome
         discussion of your near-term plans, including investments for which
you might utilize the
         proceeds from this offering.
5.       Please balance your prospectus summary by including disclosure
regarding
         your regulatory compliance obligations and that you derive substantial
revenue from
         government healthcare programs. Similarly, we note on page 4 you
discuss your revenue,
         net income, Adjusted EBITDA and CAGR. Please revise to balance this
disclosure, such
         as by disclosing your current indebtedness.
6.       Please revise to provide support for your statements that you are "one
of the largest skilled
         nursing providers in the United States" and "one of the largest SNF
operators in the
         United States." Additionally, please revise to provide support for
statements concerning
         competitors or industry practices, such as your statement on page 5
that you "provide
         payors with a high-quality alternative to higher cost post-acute sites
of care, such as
         inpatient rehabilitation facilities" and your statement on page 7 that
your "investment into
         facilities is differentiated from traditional industry operators who
are often hesitant to
         make physical plant investments into facilities and who often seek to
extract value through
         cost-cutting or other limitations on facility resources." To the
extent these are statements
         of belief please revise to state such.
 Jason Murray
FirstName  LastNameJason Murray
PACS Group,   Inc.
Comapany
January    NamePACS Group, Inc.
        4, 2024
January
Page 3 4, 2024 Page 3
FirstName LastName
7.       Please revise to clarify the entities through which the Company
conducts its operations.
Risk Factors
We may not be fully reimbursed for all services for which each facility bills
through
consolidated billing..., page 19

8.       We note your disclosure that "bundling," while uncommon, "adversely
affects SNF
         utilization and payments." Please revise your disclosure to clarify
the circumstances when
         SNFs are required to perform consolidated billing.
We review and audit the care delivery, recordkeeping and billing processes of
our operating
subsidiaries..., page 22

9.       We note your disclosure that "[f]rom time to time, [y]our systems and
internal controls
         highlight potential compliance issues" and "[w]hen errors or
compliance failures are
         identified, [you] seek to rectify them as appropriate. " Please
disclose any material
         systems and internal controls compliance issues you have experienced.
We are subject to litigation, which is commonplace in our industry, that could
result in
significant legal costs..., page 23

10.      We note your statement on page 23 that you, and others in the
industry, have been, and
         continue to be, subject to an increasing number of claims and
lawsuits, including
         professional liability claims. We also note that on page F-8 you
mention that you have a
         wholly-owned captive insurance subsidiary, Welsch Insurance Ltd., that
provides
         coverage to various consolidated operating subsidiaries related to
Professional Liability
         and General Liability insurance. Please revise to state here that you
utilize a captive
         insurance company for at least certain of these risks and the risks
involved with using a
         wholly-owned captive insurance company.
We face and are currently subject to surveys, investigations, and other
proceedings relating to
our licenses and certification..., page 44

11.      We note the following statement on page 44: "We have received notices
of potential
         sanctions and remedies based upon alleged regulatory deficiencies from
time to time, and
         such sanctions have been imposed on some of our facilities. We have
had facilities placed
         on special focus facility status in the past, continue to have some
facilities on this status
         currently and other operating subsidiaries may be identified for such
status in the
         future. As of December 31, 2023, we had facilities placed on special
focus facility status."
         Please revise to state the number of facilities in special focus
facility status when available
         and the nature of the material alleged regulatory deficiencies. You
also mention that if a
         facility fails to institute an acceptable plan of correction to
remediate the deficiency the
         facility could be subject to remedial action and you provide examples
of remedial action.
         Please revise to state whether any material remedial actions have been
taken against you
         and the nature of such action(s).
 Jason Murray
FirstName  LastNameJason Murray
PACS Group,   Inc.
Comapany
January    NamePACS Group, Inc.
        4, 2024
January
Page 4 4, 2024 Page 4
FirstName LastName
Future sales of shares of common stock by existing stockholders could cause the
market price of
our common stock to decline, page 51

12.      Please revise this risk factor to discuss the risks associated with
the registration rights
         granted to Jason Murray and Mark Hancock.
Use Of Proceeds, page 62

13.      We note that you intend to use the net proceeds from the offering for
general corporate
         purposes to support the growth of your business and that you may use a
portion of the net
         proceeds to acquire or invest in additional nursing facilities or
other businesses and
         service offerings, although you do not have binding agreements or
commitments for any
         material investments at this time. Please provide a more specific
breakdown of how you
         plan to allocate the net proceeds from this offering.
Management's Discussion and Analysis Of Financial Condition and Results Of
Operations, page
68

14.      We note your disclosure that you participate in joint ventures. Please
revise your
         disclosure to discuss the nature of these joint ventures, including
the material provisions
         of your contractual agreements.
Non-GAAP Financial Measures, page 73

15.      We note you will present Adjusted EBITDAR, which includes a non-GAAP
adjustment
         for rent. Please tell us how you considered Non-GAAP Financial
Measures C&DI
         Question 100.01 as part of your determination to adjust for rent and
present Adjusted
         EBITDAR.
Results of Operations
Year Ended December 31, 2022 Compared to the Year Ended December 31, 2021, page
78

16.      We note significant increases in your financial statement line items
from 2021 to 2022,
         but your discussion and analysis does not appear to allow investors to
view the registrant
         from management's perspective, as set forth in Item 303(a) of
Regulation S-K. For
         example, in certain instances your discussion is limited to the
repetition of one piece of
         information (e.g., the increase was primarily attributable to the
additional expenses from
         New facilities). We note further, for example, that your cost of
services includes a number
         of components, including payroll and related benefits, supplies,
purchased services, the
         cost of pharmacy and therapy services provided to patients, general
and professional
         liability insurance, and rent expenses, but you do not discuss any of
these
         components. Item 303(a) sets forth that a discussion and analysis
should have descriptions
         and amounts of matters that have had a material impact on reported
operations, as well as
         matters that are reasonably likely based on management's assessment to
have a material
         impact on future operations. Item 303(b)(2)(i) sets forth that a
registrant should describe
 Jason Murray
FirstName  LastNameJason Murray
PACS Group,   Inc.
Comapany
January    NamePACS Group, Inc.
        4, 2024
January
Page 5 4, 2024 Page 5
FirstName LastName
         any other significant components of revenues or expenses that would be
material to an
         understanding of the registrant's results of operations. Please revise
your discussion and
         analysis to more fully address the requirements of Item 303(a), (b),
and (b)(2) of
         Regulation S-K.
Liquidity & Capital Resources
Operating Activities, page 81

17.      Your discussion of operating activities appears to primarily restate
amounts identified on
         the statement of cash flows without providing any material information
as described in
         Item 303(a) of Regulation S-K. In addition, your discussion of an
increase in accounts
         receivable appears to a certain extent superficial. Lastly, your
discussion appears to omit
         other significant changes underlying the net cash provided by
operating activities, as
         identified in the statement of cash flows. Please provide a more
robust analysis of the
         changes in net cash provided by operating activities. Please quantify
all factors cited and
         address the material drivers underlying those factors. You should
focus on the primary
         drivers of and other material factors necessary to an understanding of
the registrant's cash
         flows and the indicative value of historical cash flows. Please also
discuss the underlying
         drivers responsible for material changes in your cash flows from
investing and financing
         activities for all periods presented. Refer to Item 303 of Regulation
S-K.
Business
Business Overview, page 87

18.      Please revise your disclosure to include a discussion of the general
development of your
         business. Refer to Item 101(a) of Regulation S-K.
Our Operating Model, page 89

19.      We note your disclosure that you "contract with each facility to
provide PACS Services,
         which includes support through a regional team of seasoned, highly
qualified, cross-
         functional professionals, and led by an RVP." Please revise your
disclosure to discuss the
         nature of these contracts with facilities, including material
provisions. Please file a form of
         such agreement pursuant to Item 601(b)(10) of Regulation S-K to the
extent available.
Human Capital Resources, page 99

20.      It appears you have some unionized employees. Please revise to state
so here and the
         number of employees covered by collective bargaining agreements.
Underwriting
Conflicts of Interest, page 146

21.      Please revise your disclosure to include reference to, and the
material provisions of, the
         Truist Term Loan referenced on page 83.
 Jason Murray
PACS Group, Inc.
January 4, 2024
Page 6
Financial Statements
Note 3. Revenue and Accounts Receivable, page F-14

22.   We note revenue recognized from healthcare services is adjusted for
estimates of variable
      consideration to arrive at the transaction price and variable
consideration includes
      estimates of price concessions and discounts so that the estimated
transaction price is
      reflective of the amount you expect to be entitled in exchange for
providing the healthcare
      services to customers. Please revise to disclose the qualitative and
quantitative
      information about the significant judgments and changes in judgments that
significantly
      affect the determination of your transaction price, as set forth in ASC
606-10-50-1(b), 50-
      17(b), and 50-20(a).
General

23.   Please provide us with copies of all written communications, as defined
in Rule 405 under
      the Securities Act, that you, or anyone authorized to do so on your
behalf, present to
      potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they
      retain copies of the communications.
       Please contact Jeanne Bennett at 202-551-3606 or Michael Fay at
202-551-3812 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Juan Grana at 202-551-6034 or Margaret Sawicki at 202-551-7153 with any
other
questions.



                                                           Sincerely,

FirstName LastNameJason Murray                             Division of
Corporation Finance
                                                           Office of Industrial
Applications and
Comapany NamePACS Group, Inc.
                                                           Services
January 4, 2024 Page 6
cc:       Shayne Kennedy, Esq.
FirstName LastName