ATI Physical Therapy (ATIP) CORRESPCorrespondence with SEC

ATI Physical Therapy, Inc.

790 Remington Boulevard

Bolingbrook, Illinois 60440

July 28, 2021

VIA EDGAR AND EMAIL

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549-3561

Attn: Suzanne Hayes and Fredrick Philantrope

Registration Statement on Form S-1

(CIK: 0001815849)

Ladies and Gentlemen:

We refer to the registration statement on Form S-1 (the “Registration Statement”), of ATI Physical Therapy, Inc. (the “Company”), relating to the registration of the Company’s common stock, par value $0.0001 per share.

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the Company hereby respectfully requests the acceleration of the effectiveness of the Registration Statement so that it may become effective at 4:00 p.m. (Eastern time) on July 29, 2021 or as soon as practicable thereafter. In making this request, the Company acknowledges that it is aware of its responsibilities under the Securities Act.

Please call Frank R. Adams at (212) 310-8905, of Weil, Gotshal & Manges LLP, to confirm the effectiveness of the Registration Statement.