United States securities and exchange commission logo December 15, 2021 Paul W. Cobb Executive Vice President, General Counsel and Corporate Secretary PAE Inc 7799 Leesburg Pike, Suite 300 North Falls Church, VA 22043 Re: PAE Inc Preliminary Proxy Statement on Schedule 14A Filed December 6, 2021 File No. 001-38643 Dear Mr. Cobb: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment 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 comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A Filed December 6, 2021 General 1. We note your disclosure that an affiliate of "Lindsay Goldberg" incorporated PAE Holding Corporation, which subsequently acquired Historical PAE, that "Goldberg Lindsay" is currently a joint owner of Parent, and that members of PAE's Board and management have prior business relationships with "Lindsay Goldberg." Given these relationships, please provide your analysis as to why PAE and Parent are not "affiliates" and this transaction is not subject to Rule 13e-3, or file a Schedule 13E-3. Paul W. Cobb FirstName PAE Inc LastNamePaul W. Cobb Comapany15, December NamePAE 2021 Inc December Page 2 15, 2021 Page 2 FirstName LastName 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 contact Taylor Beech at 202-551-4515 or Mara Ransom at 202-551-3264 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Sean M. Donahue, Esq.