United States securities and exchange commission logo

                             September 1, 2021

       Jason Krantz
       Chief Executive Officer
       Definitive Healthcare Corp.
       550 Cochituate Rd
       Framingham, MA 01701

                                                        Re: Definitive
Healthcare Corp.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed August 27,
                                                            File No. 333-258990

       Dear Mr. Krantz:

             We have reviewed your amended 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 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

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 1 to Form S-1 filed August 27, 2021

       Unaudited Pro Forma Consolidated Financial Information
       Notes to Unaudited Pro Forma Consolidated Financial Information (Year
Ended December 31,
       2020 and six months ended June 30, 2021), page 87

   1.                                                   Refer to Note (4).
Please disclose the remaining unrecognized compensation
                                                        expense resulting from
the modification of the performance-based awards (page 70) and
                                                        other equity awards
under the 2019 Equity Incentive Plan which will be recorded in
                                                        accordance with their
respective vesting criteria after the IPO. Also, provide a forward-
                                                        looking discussion of
the future expense amounts in MD&A.
 Jason Krantz
FirstName  LastNameJason
Definitive Healthcare Corp.Krantz
Comapany 1,
September  NameDefinitive
              2021         Healthcare Corp.
Page 2     1, 2021 Page 2
FirstName LastName
Management   s Discussion and Analysis of Financial Condition and Results of
Operating Expenses
General and Administrative, page 101

2.       Please state, if true, that general and administrative costs will
significantly increase
         relative to prior periods due to the incremental costs arising from
higher stock-based
         compensation, in addition to the other costs that you cited.
Executive and Director Compensation
Summary Compensation Table, page 152

3.       We note in footnote (1) you indicate that Mr. Shone served as your
Chief Financial
         Officer from April 24, 2018 until March 15, 2021, when he transitioned
to the position of
         Chief Administrative Officer. Tell us how you evaluated the
significance of the change in
         Mr. Shone's level of service as required under the original award
relative to the level of
         service expected of his new position and the probability of vesting of
his original award as
         of his transition date. Based on your analysis, please address a
resulting financial
         statement impact, if any.
Executive Severance, page 172

4.       Please disclose the total aggregate cost of the benefits payable to
Mr. Shone in connection
         with his separation. Also, explain to us how you will measure and
recognize incremental
         compensation expense in light of his notice of retirement. Further,
please clarify if he will
         forfeit any of the outstanding unvested Class B units attributed to
him on page 157.
       You may contact Kathryn Jacobson, Senior Staff Accountant, at (202)
551-3365 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Larry Spirgel, Office Chief, at (202)
551-3815 with any
other questions.


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