SecProbe.io

Mail Stop 3233
August 10, 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 reviewed your amended registration statement  and have the following comment .
Please respond to this letter by amending your registration statement and providing the requested
information .  If you do not believe our comment applies  to your facts and circumstances or do
not believe an amendment is appropriate, please tell us why in your response.

After reviewi ng any amendment to your registration statement and the information you
provide in response to  this comment , we may have  additional comments.

General

1. We note that you stated in your response letter to our comment that TPG Global, LLC  is
an affiliate of a broker -dealer. A selling shareholder who is an affiliate of a broker -dealer
must be identified in the prospectus as an underwriter unless the prospectus states, if true,
that

 the selling shareholder purchased the shares being registe red for resale in the
ordinary course of business, and
 at the time of the purchase, the selling shareholder had no agreements or
understandings, directly or indirectly, with any person to distribute the securities.

Please confirm that, when you identify y our selling shareholders, you will identify any
selling shareholder who is an affiliate of a broker -dealer as an underwriter unless the
prospectus states the above two representations with respect to any such shareholder.

Jonathan Weinberg, Esq.
Evolent Health, Inc.
August 10, 2016
Page 2

 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 & M oore LLP