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 April 1, 2025

Simon Allen
Chief Executive Officer
McGraw Hill, Inc.
8787 Orion Place
Columbus, Ohio 43240

 Re: McGraw Hill, Inc.
 Amendment No. 6 to Draft Registration Statement on Form S-1
 Submitted March 13, 2025
 CIK No. 0001951070
Dear Simon Allen:

 We have reviewed your amended draft registration statement and have the
following
comment(s).

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our July 19, 2024 letter.

Amendment No. 6 to Draft Registration Statement Submitted March 12, 2025
Risk Factors
An adverse change in orders or payments by a material reseller...., page 34

1. Please revise your disclosure to clarify whether the two resellers who
represented 19%
 and 25% of your gross accounts receivable balance as of December 31 and
March 31,
 2024, respectively, are among the "Certain well-known resellers [that]
have recently
 experienced financial difficulties." Discuss whether you have
experienced the
 potential risks identified, quantifying relevant amounts, rather than
solely discussing
 risks in hypothetical terms.
 April 1, 2025
Page 2

Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Financial Measures, page 115

2. We note on pages 19-21, 109-112 and 115 that you present and/or discuss
Adjusted
 EBITDA margin, but do not present and/or discuss the most
 directly comparable GAAP measure, net income / (loss) margin, with equal
or greater
 prominence. Please revise your disclosure to present and/or discuss the
most
 directly comparable GAAP measure with equal or greater prominence in
accordance
 with Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of our
Non-GAAP
 Financial Measures Compliance and Disclosure Interpretations.
General

3. We note that you commissioned a report by Morning Consult in the fiscal
year ended
 March 31, 2025, and made revisions to disclosure designed to clarify
that disclosures
 related to commissioned reports are attributed to your management based
on
 information from such third-party data. In this regard, we note your
response to
 comment 1 in the letter dated March 8, 2023, and the related revisions.
Please
 reinstate disclosure as it appeared in the previous amendment (making
reference to the
 updated report), or alternatively file the consent of Morning Consult
pursuant to Rule
 436.
 Please contact Charles Eastman at 202-551-3794 or Ernest Greene at
202-551-3733 if
you have questions regarding comments on the financial statements and related
matters. Please contact Bradley Ecker at 202-551-4985 or Jennifer Angelini at
202-551-3047
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
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