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AMN Healthcare Services, Inc.

2999 Olympus Boulevard, Suite 500

Dallas, TX 75019

October 24, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, DC 20549

  Attn:
  Stephen
Kim and Lyn Shenk

  Re:
  AMN Healthcare Services, Inc.

  Form 10-K for the Fiscal Year Ended December 31, 2023

  Form 10-Q for Fiscal Quarter Ended June 30, 2024

  File No. 001-16753

Dear Mr. Kim and Ms. Shenk:

This letter sets forth
the response of AMN Healthcare Services, Inc. (the “Company,” “AMN,” “we” or “us”) to
the comment letter of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”), issued to the Company on September 25, 2024, with respect to the above-referenced Form 10-K for the
fiscal year ended December 31, 2023 (the “Form 10-K”) and the Form 10-Q for the fiscal quarter ended June 30, 2024 (the “Form
10-Q”).

For your convenience, the
Staff’s comments are set forth in bold, followed by responses by the Company.

Form 10-K for Fiscal Year Ended December 31, 2023

Item 1 – Business

Our Services, page 4

 1. We note your disclosure of your service offerings, as enumerated in this section. We also note your disclosure of disaggregated
revenue by service type on page 49 of the notes to the financial statements. While most of the enumerated offerings correspond to the
categories on page 49, it is not clear where certain offerings are classified for revenue purposes. For example, it is not apparent how
international nurse staffing, crisis nurse staffing, revenue cycle solutions, executive search and academic leadership, and recruitment
solutions correspond to the categories on page 49. Please advise and revise as appropriate.

Response:

The Company respectfully acknowledges the Staff’s
comment. The subsection titled “Our Services” within Item 1. Business of our Form 10-K is intended to provide a detailed
description of each of the services that we provide. In contrast, footnote 1(r) to the financial statements in our Form 10-K is intended
to provide a quantification of revenue disaggregated by service type, not necessarily by each individual service, which is a presentation
that we believe is more useful to investors than disaggregation by individual service, as it allows for the combination of individually
insignificant services to give readers a clearer picture of the categories that depict how the nature, amount, timing and uncertainty
of revenue and cash flows are affected by economic factors and which we believe is more useful for understanding the composition of revenue
and comparability over time. We believe that the tabular disclosure of disaggregated revenues in footnote 1(r) is clear when read together
with the immediately preceding narrative disclosures and the narrative disclosures under the “Our Services” subsection of
Item 1. Business. In particular:

 · The first row of the tabular disclosure, “Travel nurse staffing,”
includes the first three subcomponents of our “Nurse Staffing” service offerings (i.e., Items 1(a) through (c) inclusive
of “Our Services”). This is discernible from the first paragraph of footnote 1(r), which indicates that the “Travel
nurse staffing” row includes international nurse staffing (other than permanent placements as described below), as well as rapid
response nurse staffing (which, as we note in Item 1(c) of “Our Services,” is also called “crisis nurse staffing”
or “critical staffing”).

 · The second row of the tabular disclosure, “Labor disruption services,”
reflects the identically named fourth subcomponent of our “Nurse Staffing” service offerings (i.e., Item 1(d) of “Our
Services”).

 · The third row of the tabular disclosure, “Local staffing,” reflects
the identically named fifth subcomponent of our “Nurse Staffing” service offerings (i.e., Item 1(e) of “Our Services”).

 · The fourth row of the tabular disclosure, “Allied staffing,”
includes our Allied Staffing and Revenue Cycle Solutions service offerings (i.e., Items 2 and 3 of “Our Services”),
as described in the first paragraph of footnote 1(r), which notes that allied staffing includes our revenue cycle solutions business.

 · The fifth row of the tabular disclosure, “Locum tenens staffing,”
reflects locum tenens staffing within our “Physician and Advanced Practice Staffing” service offering (i.e., the locum
tenens service offering described within Item 4 of “Our Services”).

 · The sixth row of the tabular disclosure, “Interim leadership staffing,”
reflects the identically named interim leadership staffing service offering (i.e., Item 5 of “Our Services”).

 · The
eighth row of the tabular disclosure, “Permanent placement,” includes all of our permanent placement services, including
(1) international nurse permanent placement (i.e., permanent placements of international nursing staff described within Item 1(b)
of “Our Services”), (2) physician permanent placement (i.e., permanent physician

    search described within Item 4 of “Our
                              Services”), and (3) executive search and academic leadership (i.e., Item 6 of “Our Services”).
                              We believe that combining all permanent placement services in this manner provides useful information to
                              investors. However, we acknowledge that this tabular row, in contrast to the others, combines revenue from
                              two reportable segments (nurse and allied solutions, and physician and leadership solutions), including
                              two businesses within our physician and leadership solutions segment (physician permanent placement and
                              executive search). Accordingly, in our disclosures going forward, we plan to add a footnote to this row
                              as follows: “Includes revenue from international nurse and allied permanent placement, physician
                              permanent placement and executive search.”

 · The ninth row of the tabular disclosure, “Language services,”
reflects our language interpretation service offering (i.e., Item 9 of “Our Services”).

 · The tenth row of the tabular disclosure, “Vendor management systems,”
reflects our identically named vendor management systems service offering (i.e., Item 10 of “Our Services”).

 · The eleventh row of the tabular disclosure, “Other technologies,”
reflects our workforce optimization service offering (i.e., healthcare scheduling software described within Item 11 of “Our
Services”) and other immaterial technology services.

 · The thirteenth row of the tabular disclosure, “Talent planning and
acquisition,” reflects our outsourced recruitment solutions service offering under the identically named talent planning & acquisition
heading (i.e., Item 8 of “Our Services”) and other immaterial services.

 · The seventh and twelfth rows of the tabular disclosure (“Temporary
staffing” and “Technology-enabled services”) are subtotals of the preceding amounts.

Management's Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations, page 26

 2. Please revise to provide a discussion and analysis of cost of revenue directly on a stand-alone basis, rather than solely in the
context of gross profit. Please quantify and discuss the impact of each significant component of costs comprising cost of revenue that
caused cost of revenue to materially vary (or not vary when expected to). This disclosure should be presented in a manner so as to allow
investors to discern the relative contribution of each of multiple components cited to the total change in cost of revenue. In addition,
the impacts of material variances in components of cost of revenue that offset each other should be separately disclosed, quantified,
and discussed (and not netted). Please also ensure that your revised disclosure provides appropriate explanation of underlying reasons
for changes (for example, in addition to quantifying the impacts of changes in price, volume, and acquisitions in absolute amounts, explain
the underlying reasons "why" for these changes). Given the potential for differing or offsetting results in your various segments,
we encourage you to provide the above disclosures at the segment level (which may make disclosure at the consolidated level not needed). In any event, you should revise to provide discussion
and analysis of cost of

 revenue at the segment level when a change in a segment’s cost of revenue materially impacts the segment’s
measure of profit. Please provide us with a copy of your intended revised disclosure. Please revise to provide similar disclosure for
selling, general, and administrative expenses. Please also explain the nature of components of your SG&A expenses, such that these
costs are able to vary significantly with changes in business volume.

Response:

The Company respectfully acknowledges the Staff’s
comment.

With respect to the Company’s presentation
of cost of revenue, the Company intends to revise its future disclosures to provide a discussion and analysis of cost of revenue directly
on a stand-alone basis, with, to the extent material, a quantification and discussion of each significant component, separate disclosure,
quantification and discussion of offsets, and discussion at the segment-level, in each case together with appropriate explanations. A
sample of the Company’s proposed disclosure approach going forward appears below for the information previously presented in the
Form 10-K, with additions to the Company’s existing disclosure shown in double
underline.

Comparison of Results for the Year Ended December 31,
2023 to the Year Ended December 31, 2022

Cost
of Revenue. Cost of revenue, which consists predominantly of compensation, benefits, housing, travel and allowance costs for healthcare
professionals and medically qualified interpreters, decreased 28% to $2,539.7 million for 2023 from $3,526.6 million for 2022, consistent
with the 28% decrease in consolidated revenue. The $986.9 million decrease was primarily attributable to declines in our nurse and allied
solutions and physician and leadership solutions segments which were consistent with the respective decreases in segment revenue, partially
offset by an increase in our technology and workforce solutions segment. The $32.5 million increase in our technology and workforce solutions
segment was primarily attributable to $35.6 million of higher compensation and benefits in our language services business primarily due
to the aforementioned increase in minutes. Cost of revenue broken down among the reportable segments is as follows:

    (In
                                            Thousands)

 Years
                                            Ended

 December
                                            31,

    2023
    2022

    Nurse
    and allied solutions
    $ 1,932,099
    $ 2,934,738

    Physician
    and leadership solutions
      440,230
      456,996

    Technology
    and workforce solutions
      167,344
      134,824

    $ 2,539,673
    $ 3,526,558

With respect to selling, general and administrative
(“SG&A”) expenses, the Company intends to enhance its discussion and analysis regarding SG&A expenses to address the
Staff’s comment, with, to the extent material, a quantification and discussion of each significant component, separate disclosure,
quantification and discussion of offsets, and discussion at the segment-level, in each case together with appropriate explanations. A
sample of the Company’s proposed disclosure approach going forward appears below for the information previously presented in the
Form 10-K, with additions to the Company’s existing disclosure shown in double
underline.

Selling, General and Administrative
Expenses. Selling, general and administrative (“SG&A”) expenses consist
predominantly of compensation and benefits costs for corporate employees, in addition to professional service fees, legal matter accruals
and other overhead costs. SG&A expenses were $756.2 million, representing 20.0% of revenue, for 2023, as compared to $936.6
million, representing 17.9% of revenue, for 2022. The decrease in SG&A expenses was primarily due to $164.5 million of lower
employee compensation and benefits (inclusive of share-based compensation) driven
by lower bonus and incentive compensation amid the decline in operating results and a $22.1 million decrease in the provision
for expected credit losses as result of prior year developments that raised
concern with a specific customer’s ability to meet its financial obligations. SG&A expenses broken down among the
reportable segments, unallocated corporate overhead, and share-based compensation are as follows:

    (In Thousands)

 Years Ended

 December 31,

    2023
    2022

    Nurse and allied solutions
    $ 330,252
    $ 471,489

    Physician and leadership solutions
      134,505
      148,619

    Technology and workforce solutions
      118,977
      132,733

    Unallocated corporate overhead
      154,484
      153,669

    Share-based compensation
      18,020
      30,066

    $ 756,238
    $ 936,576

The
year-over-year increase in unallocated corporate overhead was driven by the $21.0 million increase in the legal settlement accrual for
the Clarke matter, partially offset by $16.1 million of lower employee compensation and benefits as discussed above.

 3. We note your revenue disclosure quantifying percentage changes in metrics, such as the 17% decrease in the average number of travelers
on assignment and the 15% decrease in average bill rate. Providing these percentages without the underlying metrics does not provide sufficient
context as to the significance of these factors on changes in your results. Please revise to quantify, in absolute dollars, the impact
of factors to which changes are attributed, including changes in price, volume, and acquisitions.

Response:

The Company respectfully acknowledges the Staff’s
comment. As noted in the subsection of the Form 10-K titled “Our Metrics,” the Company believes that our key metrics, such
as average number of travelers on assignment and average bill rate, are useful in understanding our operational performance and trends
affecting our business. When evaluating our performance over time, we believe that it is the changes in these metrics in the current period
relative to the comparative periods, and not the absolutes of the metrics at any point in time, that are most relevant to management and
investors in understanding the relative significance of such metrics in impacting our revenues in any given period. Particularly as an
important aspect of our metrics is their utility in conveying trends impacting our business, management’s focus is on period-over-period
changes, as opposed to absolute values, which are best expressed as percentage changes relating to the comparative period. Accordingly,
the Company believes that its current presentation provides the most useful formulation of our metrics for investors.

Notes to Consolidated Financial Statements

Note 1 - Summary of Significant Accounting Policies, page 43

 4. Please tell us and revise to disclose the nature of costs included in cost of revenue and selling, general and administrative expenses
(including unallocated corporate overhead).

Response:

The Company respectfully acknowledges the Staff’s
comment. The Company respectfully directs the Staff to our response to comment no. 2 and the revised disclosure below regarding the nature
and components of costs included in cost of revenue and SG&A expenses. A sample of the Company’s proposed disclosure approach
going forward appears below for footnote 1 to the financial statements in the Form 10-K, with additions to the Company’s existing
disclosure shown in double underline.

Cost
of Revenue

Cost
of rev