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                               February 7, 2024

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

                                                        Re: PACS Group, Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted January
25, 2024
                                                            CIK No. 0002001184

       Dear Jason Murray:

            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are
to comments in our
       January 4, 2024 letter.

       Amendment No. 1 to Draft Registration Statement on Form S-1

       Prospectus Summary, page 1

   1.                                                   We note your response
to prior comment 5 and reissue the comment in part. The revised
                                                        disclosure does not
appear to sufficiently balance the existing disclosure. For example, it
                                                        mentions that you are
in a regulated industry but appears to present this as a neutral fact or
                                                        even a strength. Please
revise to balance the existing disclosure. Please also revise to
                                                        balance your disclosure
regarding your revenue, net income, Adjusted EBITDA and
                                                        CAGR, such as by
providing a more fulsome discussion of your operating expenses.
 Jason Murray
FirstName LastNameJason Murray
PACS Group,  Inc.
Comapany7,NamePACS
February   2024      Group, Inc.
February
Page 2 7, 2024 Page 2
FirstName LastName
Risk Factors
We face and are currently subject to surveys, investigations, and other
proceedings relating to
our licenses and certification..., page 45

2.       We note your response to prior comment 11 and your statement added to
page 45: "These
         facilities received such status as a result of accumulating an above
average number of
         survey deficiency points over the course of multiple surveys, some of
which occurred
         prior to their acquisition." Please revise to define "survey
deficiency points" and list those
         that your facilities accumulated.
Management's Discussion and Analysis Of Financial Condition and Results Of
Operations, page
69

3.       We note your disclosure on page 70 that you do not have a controlling
financial interest in
         the joint ventures and that you are not the managing member for any of
the joint ventures
         in which you are invested. Please revise your disclosure throughout
the registration
         statement, including your risk factor disclosure as applicable, to
clarify that each joint
         venture is governed by a managing member that makes significant
decisions that impact
         the performance of the joint venture and you are not the managing
member for any of the
         joint ventures in which you are invested.
Key Skilled Services Metrics, page 72

4.       Please revise your descriptions, definitions and tables to provide
more clarity as these are
         not readily understandable. For example:

                Certain of your definitions appear circular as you are defining
terms by using the
              same words as used in the term (e.g., Skilled mix by revenue
represents skilled
              revenue as a percentage of routine skilled nursing services
revenue, etc.);
                You state skilled nursing services revenue represented over 99%
of patient and
              resident service revenue for 2022 and 2021, whereas there is a
skilled mix by revenue
              that represents something different and much less than 99%;
                Your headings and definitions in the definition section do not
appear to align and
              correspond to the actual table (e.g., the skilled mix by revenue
heading is comprised
              of routine revenue and skilled revenue on page 72, but there is
no routine revenue nor
              skilled revenue on page 73); and
                Items appearing adjacent to each other under a heading appear
to make up two parts
              of a whole, but this is not the case (i.e., under skilled mix on
page 73).

         Please make revisions to address these items. In addition, where you
provide a percentage
         or number related to one part of a whole, please provide the remaining
parts of that whole
         and sum these amounts. Lastly, please do not provide embedded
percentages as part of
         your definitions, but provide these percentages in an appropriate part
of the table, to
         facilitate an understanding.
 Jason Murray
PACS Group, Inc.
February 7, 2024
Page 3
Non-GAAP Financial Measures, page 75

5.       We have reviewed your revised disclosure and response to prior comment
15 and note
         that Adjusted EBITDAR is a financial valuation measure. Please limit
its disclosure to
         only the most recent period presented as presentation for comparative
periods may
         indicate that the measure is also a performance measure. Please also
expand your
         disclosure to include greater detail and specificity regarding the
limitations of Adjusted
         EBIDTAR. Lastly, please revise your disclosure to have separate
presentation of Non-
         GAAP Performance Measures and the Non-GAAP Valuation Measure. Please
make
         corresponding changes to Summary Consolidated Financial and Other
Data.
Liquidity & Capital Resources
Operating Activities, page 83

6.       We have reviewed your revised disclosure in response to prior comment
17 and note your
         reference to an increase in days sales outstanding. Please quantify
the days' sales
         outstanding for the balance sheet dates and describe the reason for
the increase, in your
         filing.
Compensation Discussion And Analysis
Base Salaries, page 121

7.       We note your disclosure on page 121 that in connection with the
termination of
         the consulting and strategic advisory services agreement with Helios,
a limited liability
         company owned by Messrs. Murray and Hancock, the base salaries for
each of Messrs.
         Murray and Hancock were increased to $5,000,000, effective as of
January 1, 2024.
         Please revise to clarify the relationship between the termination of
the agreement and the
         base salary increase.
Financial Statements, page F-1

8.     We have reviewed your revised disclosure in response to prior comment 22
and have the
       following comment. Please revise your disclosure to identify with
greater specificity the
       significant judgments and changes in judgments, including the related
qualitative and
FirstName LastNameJason Murray
       quantitative information, made in applying ASC 606, as set forth in ASC
606-10-50-1, 50-
Comapany    NamePACS
       17, and           Group,
               50-20. Please      Inc. as part of your response the specific
disclosure that you
                              identify
       have
February     determined
          7, 2024 Page 3fulfills the disclosure requirements.
FirstName LastName
 Jason Murray
FirstName LastNameJason Murray
PACS Group,  Inc.
Comapany7,NamePACS
February   2024      Group, Inc.
February
Page 4 7, 2024 Page 4
FirstName LastName
       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,

                                                         Division of
Corporation Finance
                                                         Office of Industrial
Applications and
                                                         Services
cc:      Shayne Kennedy, Esq.