SecProbe.io

Mail Stop 3233
August 8, 2016

Via E -mail
Jonathan Weinberg, Esq.
General Counsel
Evolent Health, Inc.
800 N. Glebe Road, Suite 500
Arlington, Virginia 22203

Re: Evolent Health, Inc.
  Registration Statement on Form S-3
Filed  July 28, 2016
  File No.  333-212709

Dear Mr. Weinberg :

We have limited our review of your registration statement to those issues we have
addressed in our comment.  Please respond to this letter by amending your registration statement
and providing the requested information .  If you do not believe our comment apply 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 comment , we may have  additional comments.

General

1. It appears that you are registering this transaction as a resale pursuant to Rule 415(a)(1)(i)
of Regulation C. Considering the amounts being registered, as compared to that
outstanding, please tell us whether the selling shareholders are considered affiliates and
provide an analysis explaining your basis for relying on Rule 415(a)(1)(i) and concluding
that this transaction is not being conducted by or on behalf of the issuer. Refer to
Compliance and Disclosure Interpretations, Securities Act Rules, Question 612.09.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Jonathan Weinberg, Esq.
Evolent Health, Inc.
August 8, 2016
Page 2

 Notwithstanding our comment , in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or  the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding reques ts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective  date of the
registration statement.

Please contact Bryan Hough, Staff Attorney,  at (202) 551 -8625  or me at (202) 551 -3758
with any other questions.

Sincerely,

 /s/ Sandra B. Hunter

Sandra B. Hunter
Staff Attorney
Office of Real Estate and
Commodities

cc: William V. Fogg, Esq.  (via E -Mail)
 Cravath, Swaine & Moore LLP