April 11, 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.
           Amendment No. 1 to Registration Statement on Form 10 DRS
           Filed April 2, 2019
           File No. 377-02503

Dear Mr. Walker:

      We have reviewed your amended draft registration statement and have the
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 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 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional

Form 10/A filed April 2, 2019

Risk Factors
Our amended and restated certificate of incorporation will designate . . . ,
page 64

1.     We note your response to prior comment 2. Please clarify whether you
intend the choice
       of forum provision to impose any limitations upon claims arising under
the Securities
       Act. To the extent you intend the provision to require claims brought
under the Securities
       Act to be resolved in the federal district courts, include such
disclosure in a separate risk
       factor and address any questions of enforceability.
 Daniel H. Walker
FirstName LastNameDaniel H. Walker
Pennant Group, Inc.
Comapany NamePennant Group, Inc.
April 11, 2019
Page 11,
April 2 2019 Page 2
FirstName LastName
Financial Statements
Note 2. Basis of Presentation and Summary of Significant Accounting Policies
Cost Allocation, page F-8

2.       Refer to the disclosure of equity-based incentive plans on page F-8.
Please expand the
         disclosure to specifically address how costs related to Ensign
Subsidiaries' employees that
         participate in the Subsidiary Equity Plan are determined. Please
disclose the methodology
         used to determine the value of subsidiary equity underlying the stock
incentives for these
         subsidiaries, if equity in these subsidiaries was issued rather than
equity of Ensign. Please
         also expand Note (2) to the Unaudited Pro Forma Combined Financial
Statements to
         describe how any subsidiary equity issued under the Subsidiary Equity
Plan will be
         exchanged for Ensign or Pennant equity.
3.       We note that you disclosed the amount of general and administrative
costs allocated on
         page 113 of your previous filing. Please expand the disclosure on
pages 114 and F-8 to
         include the amounts allocated for the periods presented or tell us the
basis for your belief
         that such disclosure is not meaningful.
        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
comments on the financial statements and related matters. Please contact
Gregory Dundas,
Attorney-Advisor, at (202) 551-3436 or Larry Spirgel, Assistant Director, at
(202) 551-
3810 with any other questions.


                                                                Division of
Corporation Finance
                                                                Office of
cc:      Christian O. Nagler