SecProbe.io

Mailstop 3233
October 29, 2015

Via E -mail
Matthew P. Jordan
Chief Financial Officer and Treasurer
The RMR Group Inc.
Two Newton Place, 255 Washington Street, Suite 300
Newton, Massachusetts 02458 -1634

Re: The RMR Group Inc.
Registration Statement on Form S -1
Filed October 14, 2015
  File No. 333-207423

Dear Mr. Jordan :

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 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 these  comments, we may have  additional comm ents.  Unless  we note
otherwise , our references to prior comments are to comments in our October 6, 2015  letter .

Risk Factors, page 13

1. Please include risk factor disclosure regarding conflicts of interest related to the Up -C
Transaction.

Organizational Structure

The Up -C Transaction, page 31

2. We note your response to comment 2 and your revised disclosure on page 31 that states
“for a purchase price based on 48.4% of the amount of the termination fees provided
under the management agreements . . . . ”   Please tell us the amount of the termination
fees and how they were calculated.

Matthew P. Jordan
The RMR Group Inc.
October 29, 2015
Page 2

Condensed Consolidated Balance Sheets, page F -29

3. We continue to evaluate your response to prior comments 8 and 9.

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.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration 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.

Matthew P. Jordan
The RMR Group Inc.
October 29, 2015
Page 3

 You may contact Kristi Marrone , Staff Accountant,  at (202) 551 -3429  or Jaime John,
Accounting Branch Chief, at (202) 551 -3446  if you have questions regarding comments on the
financial statements and related matters.  Please contact Sara von Althann, Attorney -Advisor,  at
(202) 55 1-3207 or me at (202) 551 -3233 with any other questions.

Sincerely,

 /s/ Tom K luck

Tom Kluck
Legal Branch Chief
Office of Real Estate and
Commodities
cc: Margaret R. Cohen, Esq.
John E. Alessi, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP