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                             June 7, 2021

       Michael K. Lester
       President and Chief Executive Officer
       LifeStance Health Group, Inc.
       4800 N. Scottsdale Road, Suite 6000
       Scottsdale, AZ 85251

                                                        Re: LifeStance Health
Group, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed June 1, 2021
                                                            File No. 333-256202

       Dear Mr. Lester:

             We have reviewed your amended 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 comments.
Unless we note
       otherwise, our references to prior comments are to comments in our May
27, 2021 letter.

       Registration Statement on Form S-1 Filed June 1, 2021

       Dilution, page 61

   1.                                                   Please expand your
disclosures to provide the calculation for your as adjusted net tangible
                                                        book value deficit of
$399.4 million as of March 31, 2021.
       Unaudited Pro Forma Financial Information
       Note 2- Adjustments to Unaudited Pro Forma Condensed Consolidated
Financial Information,
       page 70

   2.                                                   Please expand your
disclosure in footnote (II) to explain, in further detail, how the
                                                        adjustments in the
amounts of $27,236 and $315,779 for the three months ended March
                                                        31, 2021 and the year
ended December 31, 2020, respectively, were calculated.
 Michael K. Lester
LifeStance Health Group, Inc.
June 7, 2021
Page 2

       You may contact Tracie Mariner at 202-551-3744 or Brian Cascio at
202-551-3676 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Deanna Virginio at 202-551-4530 or Jeffrey Gabor at 202-551-2544 with
any other
questions.



                                                          Sincerely,
FirstName LastNameMichael K. Lester
                                                          Division of
Corporation Finance
Comapany NameLifeStance Health Group, Inc.
                                                          Office of Life
Sciences
June 7, 2021 Page 2
cc:       Thomas Fraser, Esq.
FirstName LastName