February 28, 2020

Paul W. Cobb, Jr.
Executive Vice President, General Counsel & Secretary
PAE Incorporated
7799 Leesburg Pike, Suite 300 North
Falls Church, Virginia 22043

       Re: PAE Incorporated
           Registration Statement on Form S-3
           Filed February 14, 2020
           File No. 333-236468

Dear Mr. Cobb:

       We have limited our review of your registration statement to those
issues we have
addressed in our 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
response.

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

Registration Statement on Form S-3 filed on February 14, 2020

Risk Factors
Our bylaws include a forum selection clause..., page 33

1.     We note that Section 9.17 of your Amended and Restated Bylaws states
that unless the
       corporation consents in writing to the selection of an alternative
forum, the federal district
       courts of the United States will be the exclusive forum for resolving
any complaint under
       the federal securities laws. We note that Section 22 of the Securities
Act creates
       concurrent jurisdiction for federal and state courts over all suits
brought to enforce any
       duty or liability created by the Securities Act or the rules and
regulations thereunder.
       Please revise your risk factor to address any questions of
enforceability. We further note
       that both Sections 9.16 and 9.17 of your bylaws contain exclusive forum
provisions.
       Please advise and reconcile as appropriate.
 Paul W. Cobb, Jr.
PAE Incorporated
February 28, 2020
Page 2


General

2.       We note that the registrant has less than 12 calendar months of
post-combination
         Exchange Act reporting history. Under these circumstances, in light of
the fact that Form
         S-3 is premised on the availability of a 12 month reporting history,
use of Form S-3 for
         the combined entity does not appear to be appropriate at this time.
Please refile on Form
         S-1.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Kat Bagley at 202-551-2545 or Erin Jaskot at 202-551-3442
with any
other questions.



FirstName LastNamePaul W. Cobb, Jr.                          Sincerely,
Comapany NamePAE Incorporated
                                                             Division of
Corporation Finance
February 28, 2020 Page 2                                     Office of Trade &
Services
FirstName LastName