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                                March 22, 2024

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

                                                        Re: PACS Group, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed March 13,
2024
                                                            File No. 333-277893

       Dear Jason Murray:

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

              Please respond to this letter by amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.

       Registration Statement on Form S-1

       Risk Factors
       If we are unable to provide consistently high quality of care, our
business will be adversely
       impacted., page 25

   1.                                                   We note your disclosure
that "[y]our patients have in the past and could in the future be
                                                        harmed by one or more
of [y]our employees or staff members" and that your "[e]mployees
                                                        and staff members have
engaged in conduct (including failing to take action) that has
                                                        impacted, and may in
the future engage in conduct that impacts, [y]our patients or their
                                                        health, safety,
welfare, or clinical treatment." We also note that "[c]ertain of [y]our
                                                        independent operating
subsidiaries have been, and may continue to be, subject to findings
                                                        of quality of care
deficiencies or practices, incidents of patient abuse or neglect, and
                                                        claims regarding
services rendered that do not meet the standard of care, which have
                                                        resulted, and in the
future may result, in civil or criminal penalties, fines or other actions."
                                                        Please advise whether
there have been material incidents at your facilities resulting in
                                                        harm to your patients
and revise your disclosure, as applicable, to discuss such incidents.
 Jason Murray
FirstName  LastNameJason Murray
PACS Group,   Inc.
Comapany
March      NamePACS Group, Inc.
       22, 2024
March2 22, 2024 Page 2
Page
FirstName LastName
         Finally, please revise the risk factor heading to better reflect the
risks being conveyed in
         the accompanying text.
Our founders, Jason Murray and Mark Hancock, will continue to hold a
substantial portion of
our outstanding common stock ..., page 52

2.       We note the added disclosure regarding the founders' ability to
nominate up to four total
         board members based on their beneficial ownership of only 20% of the
outstanding stock,
         as well as disclosure elsewhere that, so long as they beneficially own
a majority of shares
         outstanding, shareholder votes may be taken by written consent. Please
revise the risk
         factor to more clearly identify the risks related to their
disproportionate representation on
         the board, including by identifying the total number of members of the
board. Also revise
         the cover page, summary and summary risk factors to clarify that their
control is not
         solely related to their level of beneficial ownership, but also
provisions in their
         shareholder agreement granting them additional rights. Please file the
form of agreement
         with your next amendment.
Use of Proceeds, page 64

3.       Please revise the use of proceeds to clarify what portion of the
proceeds you intend to use
         to repay amounts outstanding under your Amended and Restated 2023
Credit Facility and
         for the other listed purposes. Please also highlight this amount in
the summary.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Financial Measures, page 76

4.       You disclose that the litigation settlements and reserves non-GAAP
adjustment relates to
         specific legal settlements and reserves arising outside of the
ordinary course of
         business. You also disclose that "costs associated with litigation
settlements and reserves
         are due to high professional and non-normal course general liability
claims experience of
         acquisitions..." Additionally, you disclose as part of your results of
operations discussion
         that "$39.1 million of costs associated with litigation settlements
and an increase in
         professional and general liability claims reserves due to claims
experience related to
         acquisitions." We believe these descriptions lack sufficient detail
that would allow
         investors to fully assess your non-GAAP measure. Please expand your
disclosure to
         address the following related to your litigation settlements and
reserves non-GAAP
         adjustment, or provide the information as part of your response where
appropriate:

                Separately quantify amounts attributable to the different
components of your non-
              GAAP adjustment, based on the nature of the related costs;
                Describe in greater detail the company-specific facts and
circumstances related to the
              costs being incurred;
                Identify the referenced acquisitions, the time frame when the
acquisitions occurred,
              and whether the acquisitions were business combinations or asset
acquisitions;
                Provide greater details regarding your references to claims
experience;
 Jason Murray
FirstName  LastNameJason Murray
PACS Group,   Inc.
Comapany
March      NamePACS Group, Inc.
       22, 2024
March3 22, 2024 Page 3
Page
FirstName LastName
                As it relates to your 2023 and 2022 Expansions disclosed in
Note 15, page F-29, it
              does not appear that you have recorded any legal settlement or
claims liabilities or
              reserves in connection with your accounting for the business
combinations and assets
              acquisitions. Clarify you accounting; and
                Explain why you believe each of the groups of costs at hand are
not normal,
              operating costs and provide an analysis of your consideration of
Non-GAAP
              Financial Measures C&DI 100.01.
5.       We note the reference on page F-30 that the Company recorded a
measurement period
         adjustment in 2022 primarily related to the finalization of
professional liability loss
         reserves. Please describe for us further the facts and circumstances
surrounding the
         adjustment, how the amount was calculated, and how you determined that
none of the
         amount should be recorded as a period cost.
6.       We note the $39 million added in this amendment as an adjustment to
EBIDTA for 2023
         for "Litigation settlements and reserves", as well as the added risk
factor addressed above,
         and that there were no litigation and settlement reserves in the three
prior years. Revise to
         disclose any additional legal proceedings required by Item 103 of
Regulation S-K.
Business
Amended and Restated Charter and Stockholders Agreement, page 119

7.       We note that your "Amended and Restated Charter will ... grant Messrs.
Murray and
         Hancock, among other things, certain board designation rights" which
are set forth in the
         Stockholders Agreement, and you provide a cross-reference to the
disclosure of that
         agreement. That disclosure, however, also refers to "certain board
designation
         rights". Please revise to disclose all material terms of the
Stockholders agreement,
         including their disproportionate rights to designate and replace board
members, the effect
         of their percentage of beneficial ownership has on whether replacing a
board member may
         be done by a majority or two thirds majority vote, and their ability
to cause actions that
         would be subject to a shareholder vote to be acted on by written
consent.
Underwriting, page 156

8.       We note from pages 156 and 159 the underwriters have waived lockup
agreements with
         respect to a portion of the shares held by the founders, so that they
may be pledged for
         loans, including margin loans. Please clarify whether there are
current plans for these
         loans, whether any of the named underwriters or their affiliates are
parties to those loans
         and to what portion of the founders    shares the lockup has been
waived. Please also clarify
         the impact of these pledges or loans on the founders    beneficial
ownership. For example,
         will the shares subject to the pledges or loans be considered
beneficially owned by the
         founders for purposes of their additional rights pursuant to the
shareholder agreement,
         through which they have obtained disproportionate representation on
the board and other
         benefits. Please file the agreements related to these waivers, loans
and/or pledges with
         your next amendment.
 Jason Murray
PACS Group, Inc.
March 22, 2024
Page 4
9.     Please tell us whether you are required to engage a qualified
independent underwriter
       pursuant to FINRA Rule 5121 due to the founding shareholders' margin
loans or pledge
       securities referenced in the comment above. If so, please revise to add
appropriate risk
       factor disclosure.
Consolidated Financial Statements
Insurance Claims, page F-28

10.    We note professional liability and general liability claims reserve is a
critical audit matter,
       accrued risk reserves is included under critical accounting estimates,
and your reference to
       non-normal course general liability claims experience of acquisitions.
To provide more
       insight for investors into how your accounting for self-insurance
liabilities impact your
       financial statements, please revise your disclosure to include the
following:

             A tabular roll forward of your self-insurance liability to include
line items related to
           amounts recorded as an expense, amounts related to changes in
estimate, amounts
           recorded under ASC 805, payments made, amounts related to increases
in claims,
           etc.;
             A tabular roll forward of the number of both your asserted and
unasserted claims
           underlying your self-insurance liability; and
             The amounts of your self-insurance liability related to unasserted
claims and asserted
           claims.

        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       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 Abby Adams at 202-551-6902 with any other
questions.



                                                              Sincerely,

FirstName LastNameJason Murray                                Division of
Corporation Finance
                                                              Office of
Industrial Applications and
Comapany NamePACS Group, Inc.
                                                              Services
March 22, 2024 Page 4
cc:       Shayne Kennedy, Esq.
FirstName LastName