January 21, 2020
Via E-mail

Gary D. Gerstman, Esq.
Sidley Austin LLP
One South Dearborn
Chicago, IL 60603

       Re:     Diplomat Pharmacy, Inc.
               Schedule 14D-9
               Filed January 9, 2020
               File No. 005-88619

Dear Mr. Gerstman:

       The staff in the Office of Mergers and Acquisitions has reviewed the
filing listed above,
and we have the comments set forth below. 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 the information you
provide in
response to these comments, we may have additional comments.

Schedule 14D-9
Recommendation of the Board, page 17

1. The disclosure on page 17 states that "the Board unanimously recommends that
Company
   shareholders accept the Offer and tender their Shares to Purchaser in the
Offer." Item 4 of
   Schedule 14D-9 and corresponding Item 1012(a) of Regulation M-A, as well as
Rule 14e-
   2(a) of Regulation 14E, require that the "filing person" and "subject
company," respectively,
   provide the required disclosures. Please revise this statement (and other
similar statements
   throughout this section) to expressly state Diplomat Pharmacy's position
with respect to the
   Offer or alternatively clarify that the Board's recommendation is being made
on behalf of
   Diplomat Pharmacy. See Item 1000(f) of Regulation M-A for a definition of
the term
   "subject company" in the context of Regulation M-A.
 Gary D. Gerstman, Esq.
Sidley Austin LLP
January 21, 2020
Page 2

Reasons for the Recommendation,
Potentially Negative Factors, page 42

2. Refer to the reference in the first bullet point regarding the Board's
observation that,
   following the announcement by the Company of its willingness to pursue
strategic
   alternatives, the share price would likely have declined but for that
announcement. Please
   revise to explain the basis for that belief.

Financial Projections, page 49

3. The summarized financial projections include non-GAAP financial measures
with no
   reconciliation to GAAP measures. In your response letter, please advise us
how these
   disclosures comply with Rule 100 of Regulation G or, alternatively, explain
why compliance
   is not required.

Person/Assets, Retained, Employed, Compensated or Used
Solicitations/Recommendations, page 59

4. You state that neither the Company nor any person acting on its behalf has
directly or
   indirectly employed, retained, or compensated any person to make
solicitations or
   recommendations to the Company's shareholders on its behalf concerning the
Offer or the
   Merger. However, it appears that the Board's recommendations is based, in
part, on the
   advice and analysis provided by Foros, a financial advisor to the Company.
In your response
   letter, please provide us with your analysis as to why Foros does not
constitute a person
   employed, retained or compensated to make solicitations or recommendations
to
   shareholders with respect to the Offer. See Item 1009(a) of Regulation M-A
and the
   guidance available on our Web site at www.sec.gov under "Tender Offers and
Schedules,"
   Section 14(d) and Regulation 14D, Q&A 159.01. Alternatively, please revise
the Schedule
   14D-9 to provide the required disclosure.

                                             *   * *
 Gary D. Gerstman, Esq.
Sidley Austin LLP
January 21, 2020
Page 3

        We remind you that the registrant 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) 551-7951. You may also
contact Tina Chalk,
Senior Special Counsel, at (202) 551-3263.


                                                          Sincerely,

                                                          /s/ Joshua Shainess

                                                          Joshua Shainess
                                                          Special Counsel
                                                          Office of Mergers and
Acquisitions