May 16, 2019

Daniel H. Walker
Chief Executive Officer and President
Pennant Group, Inc.
1675 East Riverside Drive
Suite 150
Eagle, Idaho 83616

       Re: Pennant Group, Inc.
           Registration Statement on Form 10-12B
           Filed May 6, 2019
           File No. 001-38900

Dear Mr. Walker:

       We have reviewed your filing 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 these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

     After reviewing your response and any amendment you may file in response
to these
comments, we may have additional comments.

Form 10 filed May 6, 2019

Unaudited Pro Forma Combined Financial Statements, page 82

1.    Refer to discussion of Liquidity on page 136. We note that you have not
yet identified the
      specific sources of funds and that any financing transactions may not be
completed.
      Please expand the disclosure in Note (1) to clarify the basis for your
belief that the
      financing is factually supportable prior to entering into a definitive
agreement with
      established terms. Also, provide more disclosure regarding the
methodology used for
      determining the variable rate of 4.52% and clearly state that this rate
is an estimate.
2.    Please expand the disclosure in Note (5) to include the changes in lease
terms from the
      intercompany terms and the terms of the newly executed Ensign Leases
after the leases
      are executed. Please also expand MD&A disclosure accordingly. Disclose
the basis for
      your belief that the terms of the new third-party Master Lease based on
preliminary terms
 Daniel H. Walker
Pennant Group, Inc.
May 16, 2019
Page 2
      are factually supportable prior to final negotiations with Landlords.
Since your estimate
      of the new Master Lease rent expense is more than 10% greater than
historical rent
      expense, please tell us how these changes impacted your impairment
analysis for
      Goodwill and Other indefinite-lived intangibles.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

        You may contact Claire DeLabar, Senior Staff Accountant, at (202)
551-3349 or Robert
S. Littlepage, Accountant Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Gregory Dundas,
Attorney Advisor, at (202) 551-3436 or Kathleen Krebs, Special Counsel, at
(202) 551-
3350 with any other questions.



                                                           Sincerely,
FirstName LastNameDaniel H. Walker
                                                           Division of
Corporation Finance
Comapany NamePennant Group, Inc.
                                                           Office of
Telecommunications
May 16, 2019 Page 2
cc:       Christian O. Nagler
FirstName LastName