SecProbe.io

Mail Stop 4720

August 26, 2015

Via E -mail
Michael Doyle
Chief Executive Officer
Surgery Partners, Inc.
40 Burton Hills Boulevard, Suite 500
Nashville, Tennessee 37215

Re: Surgery Partners, Inc.
Registration Statement on Form S -1
Filed August 17, 2015
  File No. 333 -206439

Dear Mr. Doyle:

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing
the requested information.   If you do not believe our comments apply to your facts and
circumstances or do not bel ieve 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 these comments, we may have additional comments.

Management’s Discussio n and Analysis of Financial Condition and Result of Operations
Results of Operations, page 84

1. It appears the operating income as a percentage of revenues for the year ended
December 31, 2014 should be 12.6% rather than the 9.2% disclosed in the
table.   Please revise or explain why you believe a revision is not necessary.

Exhibit 23.3

2. Please file a revised consent that references the correct date for Note 2.   The consent
states that the date for Note 2 is July 31, 2015 but the audit report states that t he date
is August 3, 2015.

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

 Mr. Michael Doyle
Surgery Partners, Inc.
August 26,  2015
Page 2

of 1933 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.

Notwithstanding our comments, 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 t o 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 effect iveness 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 requests for acceleration.  We will
consider a written request for accele ration 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.

You may contact Vanessa Rober tson at (202) 551 -3649 or Sharon Blume at (202)
551-3474 if you have questions regarding comments on the financial statements and related
matters.  Please contact Johnny Gharib at (202) 551 -3170, John Krug at (202) 551 -3862 or
me at (202) 551 -3715 with any  other questions.

Sincerely,

 /s/ Jeffrey P. Riedler

Jeffrey P. Riedler
Assistant Director
Office of Healthcare & Insurance

cc: Via E -mail
 Carl Marcellino, Esq.