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                              August 14, 2023

       David Bourdon
       Chief Financial Officer and Treasurer
       LifeStance Health Group, Inc.
       4800 N. Scottsdale Road
       Suite 6000
       Scottsdale, Arizona 85251

                                                        Re: LifeStance Health
Group, Inc.
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2022
                                                            Filed March 9, 2023
                                                            Form 10-Q for the
Quarterly Period Ended June 30, 2023
                                                            Filed August 9,
2023
                                                            File No. 001-40478

       Dear David Bourdon:

              We have limited our review of your filing to the financial
statements and related
       disclosures 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 to these comments, we may have additional comments.

       Form 10-K for the Fiscal Year Ended December 31, 2022

       Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
       Results of Operations, Comparison of the Years Ended December 31, 2022
and 2021
       (Successor), page 47

   1.                                                   Please revise future
filings to provide greater insight into the underlying drivers for
                                                        fluctuations in revenue
and operating expenses. In that regard, to the extent relevant, for
                                                        revenue, consider
providing a discussion of changes in and the reasons for variations in
                                                        visit volumes,
clinician count, revenue per visit, and payer rate as compared to the prior
                                                        period as well as the
impact of acquisitions of outpatient mental health practices. For
                                                        operating expenses,
consider providing additional analysis of clinician capacity and
                                                        utilization and its
impact on center costs. Reference Item 303(b)(2)(iii) of Regulation S-K.
 David Bourdon
LifeStance Health Group, Inc.
August 14, 2023
Page 2
Form 10-Q for the Quarterly Period ended June 30, 2023

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Key Metrics and Non-GAAP Financial Measures, page 23

2.       We reference the adjustments for "Litigation costs", "strategic
initiatives" and "special
         charges" as reconciling items to Adjusted EBITDA. These adjustments
appear to include
         adjustments related to normal, recurring, operating expenses. Please
provide us with a
         breakdown of each major category of expense included in these line
items, whether these
         expenses were paid in cash, and why you believe the items are not
related to your ongoing
         operations. Further, explain why you believe these adjustments comply
with Question
         100.01 of the Compliance and Disclosure Interpretations on Non-GAAP
Financial
         Measures.
       In closing, 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 Kristin Lochhead at 202-551-3664 or Brian Cascio, Accounting
Branch Chief,
at 202-551-3676 with any questions.



                                                             Sincerely,
FirstName LastNameDavid Bourdon
                                                             Division of
Corporation Finance
Comapany NameLifeStance Health Group, Inc.
                                                             Office of
Industrial Applications and
August 14, 2023 Page 2                                       Services
FirstName LastName