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TETRA TECH, INC.

3475 East Foothill Boulevard

Pasadena, California 91107

March 1, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4631

Attention: Robert Shapiro

  Re:
  Form 10-K for Fiscal Year Ended October 1, 2023

Form 8-K Furnished November 15,
2023

  File No. 000-19655

Dear Mr. Shapiro:

By letter dated January 30,
2024, you provided comments on the above-referenced filings of Tetra Tech, Inc. (the “Company”). Set forth below are
the Company's responses to these comments. The numbering of these responses corresponds to the numbering of the comments in your letter.

In responding to your comments,
the Company hereby acknowledges that the Company and its management are responsible for the accuracy and adequacy of the disclosures in
its filings, notwithstanding any review, comments, action or absence of action by the staff.

Form 10-K for Fiscal Year Ended October 1, 2023

Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations, page 35

 1. A significant portion of your results of operations disclosure is dedicated to stating, in narrative
text form, dollar and percentage changes in accounts that are included in accompanying tables. In addition, while you discuss certain
factors to which changes are attributable, you do not quantify certain of these factors nor analyze the underlying business reasons for
the changes. For example, you state the increase in GSG revenue in 2023 reflect higher U.S. state and local government activities related
to digital water and U.S. federal programs, partially offset by lower disaster response revenue, but you do not quantify these factors
nor analyze the underlying reasons for the change. As such, please consider revising your disclosure by:

  · relying on tables to present dollar and percentage changes in accounts, rather than including and repeating
such information in narrative text form;

Securities and Exchange Commission

March 1, 2024

Page 2

 · using additional tables to list, quantify, and sum all of the material individual factors to which
changes in accounts are attributable;

 · refocusing the narrative text portion of the disclosure on analysis of the underlying business reasons
for the individual factors quantified and analyzed; and

 · quantifying the effects of changes in price, volume, and acquisitions on revenues and expense categories,
where appropriate.

In addition, please revise to quantify the
portion of the $600 million of revenue growth from the RPS Group acquisition for each category and discuss and analyze other costs of
revenue directly. Refer to the introductory paragraph of Item 303 of Regulation S-K.

Response

We advise the Staff that we
prepare each MD&A disclosure with the objective of providing investors with the material information required by Item 303(A)(3)(iii) of
Regulation S-K and Section 501.12.b.3 of the Financial Reporting Codification and an analysis that promotes an understanding of the
Company’s results of operations, liquidity and capital resources as seen through the eyes of management. These disclosures include
qualitative explanations of the key factors affecting the Company’s financial results for the reporting periods. We intend to quantify
these factors when the information is material and available as we agree with the Staff that quantification provides investors with a
more complete analysis.

In response to the Staff’s
comment, and upon further review of our MD&A in the Form 10-K for fiscal year 2023, we agree that some of our disclosures could
be enhanced to provide a better understanding of the Company’s results. In future filings, beginning with our Form 10-Q for
the second quarter of fiscal 2024, we will:

 · exclude from the narrative text, dollar and percentage changes in accounts that are included in accompanying
tables,

 · ensure that the narrative text portion of our disclosures is focused on analysis of the underlying business
reasons for the individual factors in the tables,

 · ensure that all material factors are quantified and analyzed, and

 · quantify the effects of changes of the underlying drivers, such as acquisitions on revenue and expense
categories, where appropriate.

Securities and Exchange Commission

March 1, 2024

Page 3

As an example, we would revise
the narrative discussion of revenue that accompanies the table summarizing the results of our Government Services Group (“GSG”)
noted in your comment as follows:

The revenue increase of $338
million includes approximately $29 million from the RPS Group acquisition, which was completed in the second quarter of fiscal 2023. In
addition, this increase includes approximately $70 million in revenue in the second quarter of fiscal 2023 related to a distinct international
development funded energy program in Ukraine. Excluding these items, which did not have a similar corresponding revenue last year, revenue
increased approximately $239 million, or 13.1%, in fiscal 2023 compared to fiscal 2022. This increase primarily reflects higher U.S. state
and local government activities and U.S. federal programs. The U.S. state and local government revenue, excluding disaster response, increased
approximately $43 million in fiscal 2023 compared to last year. Substantially all of this increase related to digital transformation and
municipal water infrastructure projects located primarily in California, Texas and Florida. U.S. federal revenue, excluding the RPS acquisition
and the aforementioned energy program in Ukraine, increased approximately $235 million in fiscal 2023 compared to fiscal 2022. This increase
primarily reflects more programs funded by USAID to address clean water scarcity in underdeveloped parts of the world of approximately
$100 million and an increasing number of federal IT projects to modernize infrastructure primarily for the Federal Aviation Agency and
the Department of Defense. These increases in revenue were partially offset by a decrease in disaster response revenue of approximately
$65 million primarily related to work responding to Hurricane Ian in Florida that was substantially completed in the first half of fiscal
2022.

Additionally, we would revise our narrative discussion
of revenue growth by client sector to include additional quantification of material matters and acquisitions as follows:

General.
In fiscal 2023, our revenue increased 29.1% compared to fiscal 2022. This growth includes approximately $600 million from the
acquisitions of RPS Group plc (“RPS”), which was completed in the second quarter of fiscal 2023. Excluding RPS, our revenue
increased 12.0% in fiscal 2023 compared to last year. This year-over-year growth reflects increased activity in our U.S. Federal, U.S.
commercial, international and core U.S. state and local client sectors.

U.S.
Federal Government. Our U.S. federal government revenue increased 30.3% in fiscal 2023 compared to fiscal 2022. This increase
was primarily due to more international development and broad-based increases across civilian agencies. The contribution to our federal
government client sector from RPS was immaterial. During periods of economic volatility, our U.S. federal government business has historically
been the most stable and predictable. We expect our U.S. federal government revenue to continue to grow in fiscal 2024. Approximately
$1 trillion in new U.S. federal funding passed in 2021 through the Infrastructure Investment and Jobs Act, the Inflation Reduction Act
and the CHIPS and Science Act. Each of these programs include substantial planned investments in our key end markets including water,
environment and sustainable infrastructure over the next five to ten years.

U.S.
State and Local Government. Our U.S. state and local government revenue increased 0.6% in fiscal 2023. This increase includes
approximately $20 million contributed by RPS. Conversely, our disaster response revenue decreased by approximately $65 million in fiscal
2023 compared to last year primarily due to an unusually elevated level of activity in the first half of last year to respond to Hurricane
Ian. Excluding the contribution from RPS and the lower level of episodic disaster response activity, our state and local government revenue
increased 14.9% in fiscal 2023 compared to last year. The increase reflects continued broad-based growth in our U.S. state and local government
infrastructure business, particularly with increased revenue from municipal water infrastructure work, including digital water projects.
Most of our work for U.S. state and local governments relates to critical water and environmental programs, which we expect to continue
to grow in fiscal 2024.

Securities and Exchange Commission

March 1, 2024

Page 4

U.S.
Commercial. Our U.S. commercial revenue increased 16.1% in fiscal 2023 compared to fiscal 2022. Excluding the contribution
from RPS of approximately $60 million, our U.S. commercial revenue increased 8.2% in fiscal 2023 compared to last year. This increase
was primarily due to more activity related to clean energy and environmental programs, including meeting net zero carbon goals and designing
high performance buildings. We expect growth in our U.S. commercial work to continue in fiscal 2024.

International.
Our international revenue increased 52.5% in fiscal 2023 compared to fiscal 2022. Excluding the approximately $520 million
contribution from RPS, our international revenue increased 10.2% on a constant currency basis, compared to last year. This revenue growth
reflects government stimulus spending on infrastructure and commercial activities related to an increased global focus on sustainability.
We expect growth in our international work to continue in fiscal 2024.

In future filings, we will discuss and analyze
other costs of revenue directly. As an example, we include a discussion of our fiscal 2023 other costs of revenue that could have been
included in our Form 10-K for fiscal year ended October 1, 2023, as follows:

The $766.0 million increase
in other costs of revenue includes approximately $450 million from RPS. Excluding RPS, our other costs of revenue increased approximately
14% in fiscal 2023 compared to last year. Our other costs of revenue represent the costs directly related to completing projects for clients
primarily including labor and related support costs. These costs predominately vary directly with our revenue, net of subcontractor costs,
which also increased approximately 14% in fiscal 2023 compared to fiscal 2022, excluding RPS.

Financial Condition, Liquidity and Capital
Resources

Operating Activities, page 40

Please revise your discussion and analysis
of cash flows to analyze the underlying reasons for material changes, as well as on their reasonably likely impact on future cash flows
and cash management decisions. Where reported amounts of cash provided and used by operations, investing activities or financing have
been consistent, if the underlying sources of those cash flows have materially varied, analysis of that variability should be provided.
Please note that merely citing changes in results, working capital items, and noncash items reported in the statement of cash flows may
not provide a sufficient basis to understand changes in operating cash between periods. Refer to section IV.B and B.1 of Release No. 33-8350
for guidance.

Securities and Exchange Commission

March 1, 2024

Page 5

Response

In future filings, beginning with our Form 10-Q
for the second quarter of fiscal 2024, we will expand our discussion and analysis of cash flows to better analyze the underlying reasons
for material changes, as well as on their reasonably likely impact on future cash flows and cash management decisions. As an example,
we would revise the cash flow discussion in the Financial Condition, Liquidity and Capital Resources section of our Form 10-K for
the fiscal year ended October 1, 2023, as follows:

Cash
and Cash Equivalents. As of October 1, 2023, cash and cash equivalents were $168.8 million, a decrease of $16.3 million
compared to the fiscal 2022 year-end.

Operating
Activities. Cash provided by operating activities increased 9.6% from $336.2 million in fiscal 2022 to $368.5 million in fiscal
2023. The increase primarily reflects more efficient conversion of our revenue to cash by collecting accounts receivable approximately
seven days faster in fiscal 2023 than in fiscal 2022, which we estimate benefitted our operating cash flows by approximately $90 million
this year. This benefit was partially offset by approximately $37 million of additional payments made in fiscal 2023 for the RPS acquisition,
primarily related to the acquisition and integration costs. In addition, we paid $34 million more in interest in fiscal 2023 than in fiscal
2022 primarily due to the additional debt incurred to fund the RPS acquisition.

Investing
Activities. Net cash used in investing activities was $771.2 million in fiscal 2023, an increase of $715.5 million compared
to fiscal 2022. The increase primarily reflects the $784 million purchase price for RPS, net of related foreign exchange hedge proceeds
of $109 million in the second quarter of fiscal 2023. The $16 million increase in capital expenditures primarily relates to RPS.

Financing
Activities. In fiscal 2023, net cash provided by financing activities was $382.4 million compared to net cash used in financing
activities of $249.6 million in fiscal 2022, a net change of approximately $632 million. This year-to-year change primarily reflects increased
borrowings to fund acquisitions in fiscal 2023 and share repurchases in fiscal 2022. We borrowed approximately $475 million, net to fund
acquisitions (primarily RPS) in fiscal 2023 compared to approximately $50 million last year. We did not repurchase any shares in fiscal
2023; however, we repurchased shares totaling $200 million in fiscal 2022, which was all funded by cash provided by operating activities.

Earnings Release on Form 8-K Furnished
November 15, 2023

Investor Presentation for Earnings Call Held
on November 16, 2023

EBITDA Margin Trend on U.S. and International
Reporting Basis

Reconciliation Summary for EBITDA, IFRS
and Net Service Revenue (NSR)

 2. We note you present non-IFRS measures in the PowerPoint slides furnished in conjunction with your earnings
call held on November 16, 2023 for the fourth quarter ended October 1, 2023. Please present the most directly comparable GAAP
or IFRS measure for these non-IFRS measures and reconcile the non-IFRS measures to the most directly comparable GAAP or IFRS measure.
In addition, please explain the purpose of presenting the IFRS adjusted measures on a comparative basis with the non-GAAP measures for
Adjusted EBITDA Margin. Net Service Revenue, and EBITDA margin as a percentage of NSR and why this is appropriate. Refer to Items 100(a)(1) and
100(a)(2) and Question 103.02 of the Compliance and Disclosure Interpretation on Non-GAAP Financial Measures.

Securities and Exchange Commission

March 1, 2024

Page 6

Response

Our investors and stock analysts often compare
our profit margins to other companies they view as Tetra Tech’s peers. Substantially all of these companies present their margins
using adjusted EBITDA as a percentage of Net Service Revenue. Net Service Revenue excludes revenue from non-labor sources (primarily subcontractors
and other direct project costs such as materials), which typically are charged/passed-through to customers at significantly lower profit
margins (often no margin) than labor. We have historically presented our profit margin based on operating income as a percentage of revenue,
excluding only subcontractor costs.

In addition, some of these comparison companies
(Stantec Inc. and WSP Global Inc., for example) are listed outside the U.S. and report their financial results and profit margins under
International Fin