<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                                                UNITED STATES
                               SECURITIES AND EXCHANGE COMMISSION
                                          WASHINGTON, D.C. 20549


   DIVISION OF
CORPORATION FINANCE


                                                          August 24, 2020

Via Email

Kathleen A. Waters
Chief Legal Officer
DaVita Inc.
2000 16th Street
Denver, CO 80202

        Re:     DaVita Inc.
                Schedule TO-I filed on August 17, 2020
                File No. 005-47431

Dear Ms. Waters:

        We have reviewed the above-captioned filing 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 filing, by providing the
requested
information or by advising us when you will provide the requested response. 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 filing and any information you
provide in
response to these comments, we may have additional comments.

Schedule TO-I

Exhibit (a)(1)(A)     Offer to Purchase

General

     1. We note that you are using a modified    Dutch auction    pricing
mechanism for the Offer,
        whereby the Offer to Purchase discloses a range of prices from $77.00
to $88.00 per
        share at which tendering shareholders may elect for the Company to
repurchase their
        tendered shares. We further note that the Offer to Purchase indicates
that the trading
        price of the Company   s shares on the last full trading day before the
announcement of
        the Offer was $82.17 per share. Therefore, at the low end, the
specified range in the
        modified Dutch auction is below the most recent trading price of the
shares. Tendering
        shareholders who either make a Purchase Price Tender or elect an
Auction Tender at the
 Kathleen A. Waters
c/o DaVita Inc.
August 24, 2020
Page | 2

        lower end of the range (i.e., below $82.17) will therefore be tendering
at a price per
        share that is below the most recent market price per share before
announcement of the
        Offer. We have stated that a bidder must clearly and prominently
explain when an offer
        price is below the recent market price for the subject securities. See
Commission
        Guidance on Mini-Tender Offers and Limited Partnership Tender Offers,
SEC Release
        No. 34-43069 (July 31, 2000). Please amend the Offer to Purchase to
note that Purchase
        Price Tenders or shareholders who tender at an Auction Tender price of
less than $82.17
        will be tendering at a price less than the most recent trading price
for the shares.

Procedures for Tendering Shares, pages 21-27

    2. We note the following statement on page 26:    All questions . . . will
be determined by
       DVA in its sole discretion, and will be final and binding on all parties
absent a finding to
       the contrary by a court of competent jurisdiction    Please revise to
expressly indicate
       that shareholders may challenge your determinations in a court of
competent
       jurisdiction. At present, the disclosure does not account for this
possibility and instead
       only indicates that a court might have a different opinion that could
otherwise supersede
       your    final and binding    determination. Please also make any
conforming changes to
       similar statements on page 28 of the Offer to Purchase and Exhibit
(a)(1)(F).

Conditions of the Offer, pages 30-32

    3. We note the following statement:    Our failure at any time to exercise
any of the
       foregoing rights will not be deemed a waiver of any right, and each such
right will be
       deemed an ongoing right that may be asserted at any time prior to the
Expiration Time.
       This statement suggests you may become aware that an Offer condition has
been
       triggered or otherwise has become incapable of being satisfied, yet the
Offer may
       proceed without you making a disclosure. As stated elsewhere in the
Offer to Purchase,
       however, you must amend the Offer to disclose material changes. To the
extent you
       become aware of any condition being    triggered    that would enable
you to terminate the
       Offer or otherwise cancel your obligation to accept tenders, and you
elect to proceed
       with the Offer anyway, we view that decision as being a waiver of the
condition. If a
       material condition is waived, a material change has occurred to the
Offer requiring
       revised disclosure and (potentially) an extension of the Offer. Please
revise this
       disclosure to correct this inconsistency with respect to your stated
understanding of your
       planned treatment of material changes.

Miscellaneous, page 49

    4. We note the following statement:    If, after such good faith effort, we
cannot comply
       with the applicable law, the Offer will not be made to (nor will tenders
be accepted from
       or on behalf of) the holders of shares in that jurisdiction.    While
offer materials need
       not be disseminated into jurisdictions where such a distribution would
be impermissible,
       please remove the implication that tendered shares will not be accepted
from all
 Kathleen A. Waters
c/o DaVita Inc.
August 24, 2020
Page | 3

        shareholders. See Rule 13e-4(f)(8)(i) and guidance in Section II.G.1 of
Exchange Act
        Release No. 58597 (September 19, 2008). Please also make any conforming
changes to
        similar statements on page ii of the Offer to Purchase and in Exhibits
(a)(1)(D), (E) and
        (F).

Exhibit (a)(1)(B)     Letter of Transmittal

    5. We note that the italicized paragraph on page 3 of the Letter of
Transmittal includes the
       following statement:    I/we hereby . . . release and discharge the
Company from any and
       all claims I/we may have now, or may have in the future, arising out of
or related to, the
       shares.    Please revise this statement to comply with Section 29(a) of
the Securities
       Exchange Act of 1934.

    6. We note that paragraph 11 of the Letter of Transmittal states that
certain of the
       Company   s determinations    will be final and binding on all parties.
  Please revise these
       statements to be consistent with similar statements in the    Procedures
for Tendering
       Shares    section of the Offer to Purchase, which account for the
possibility that a court
       might have a different opinion that could otherwise supersede your
final and binding
       determination. Please also make any conforming changes required as a
result of
       comment 1 above.

   Exhibit (a)(5)(A)     Press Release

    7. We note that in the final sentence of the cautionary statement regarding
forward-looking
       statements, you do not undertake any obligation to update or revise any
forward-looking
       statements. This disclaimer is inconsistent with your obligations under
Rule 13e-4(c)(3)
       to amend the Schedule TO to reflect a material change to the information
previously
       disclosed. Please revise accordingly.


                                            *   *      *
 Kathleen A. Waters
c/o DaVita Inc.
August 24, 2020
Page | 4

        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.

      Please direct any questions to me, at (202) 551-8729, or, in my absence,
to Daniel
Duchovny, Special Counsel, at (202) 551-3619.


                                                           Sincerely,

                                                           /s/ Valian A. Afshar

                                                           Valian A. Afshar
                                                           Special Counsel
                                                           Office of Mergers
and Acquisitions

cc:    Sharon Flanagan, Esq.
       Eric Haueter, Esq.
       Sidley Austin LLP
</TEXT>
</DOCUMENT>
