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                              March 28, 2024

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

                                                        Re: PACS Group, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed March 26,
2024
                                                            File No. 333-277893

       Dear Jason Murray:

            We have reviewed your amended 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.
Unless we note otherwise,
       any references to prior comments are to comments in our March 22, 2024
letter.

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

       Cover Page

   1.                                                   Please revise your
cover page to clearly note that the offering involves the resale of
                                                        common stock held by
the selling stockholders, Messrs. Murray and Hancock. Include
                                                        disclosure of the
number of shares potentially sold by the selling security holders and the
                                                        potential impact of the
sale on their beneficial ownership.
   2.                                                   We note your revised
disclosure in response to comments 2 and 7 and reissue the
                                                        comments. Please revise
the cover page to more accurately describe the common stock
                                                        being sold with this
offering, which is impacted by the disparate control the founders have
                                                        pursuant to the
provisions of the charter. The disclosure should make clear that the
                                                        founders will control
the company not merely due to the impact of their beneficial
                                                        ownership percentages,
but due to the provisions in the charter and shareholder agreement
                                                        that effectively reduce
the common stock being offered to no vote stock for so long as the
 Jason Murray
PACS Group, Inc.
March 28, 2024
Page 2
      founders each retain their beneficial ownership. We note the disclosure
in the carryover
      paragraph on pages 53-54. In your revision, please explain the founders'
disproportionate
      board representation and voting rights, including the relevant levels of
beneficial
      ownership at which their rights change and their ability to authorize and
issue additional
      shares of common stock that may be dilutive to the unaffiliated security
holders. Also
      revise to disclose whether, in connection with the company's status as a
"controlled
      company," the company will utilize exemptions to governance rules under
NYSE listing
      standards. Please also highlight this information in the beginning of the
summary and
      summary risk factors, with references to more detailed information in the
risk factors and
      disclosure regarding the company, and revise the Description of Captial
Stock, beginning
      on page 146, accordingly.
Underwriting, page 159

3.    We note your response to comment 9 and reissue the comment in part.
Please revise to
      add appropriate risk factor disclosure regarding the risk to investors
from the existence
      of a    conflict of interest    within the meaning of Rule 5121 of FINRA
because affiliates of
      certain of the underwriters are lenders under your Amended and Restated
2023 Credit
      Facility and will each receive at least 5% of the net proceeds from the
offering in
      connection with the repayment of amounts outstanding under your Amended
and Restated
      2023 Credit Facility.
Consolidated Financial Statements
Note 14, Commitments and Contingencies
Insurance Claims, page F-28

4.    We note your response to comment 10. Notwithstanding your response, we
continue to
      believe that such disclosures are necessary to provide readers with an
understanding of
      your insurance claims. Also refer to SAB Topic 5Y for examples of
disclosures that may
      be necessary as well as situations warranting disaggregated disclosures.

       Please contact Jeanne Bennett at 202-551-3606 or Li Xiao at 202-551-4391
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 28, 2024 Page 2
cc:       Shayne Kennedy, Esq.
FirstName LastName