July 26, 2019

David Katzman
Chief Executive Officer
SmileDirectClub, Inc.
414 Union Street
Nashville, Tennessee 37219

       Re: SmileDirectClub, Inc.
           Amendment to Draft Registration Statement on Form S-1
           Submitted July 12, 2019
           CIK No. 0001775625

Dear Mr. Katzman:

      We have reviewed your amended draft 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 providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional

Draft Registration Statement on Form S-1 Submitted July 11, 2019

Our Company, page 1

1.     We note your response to our prior comments one and three. Please revise
       disclosure to clarify the connection between the percentage of the
population you indicate
       suffers from malloclusion (85%) and your anticipated market opportunity.
In revising
       your disclosure, please ensure that you have clearly indicated how you
determined the size
       of the direct-to-consumer clear aligner market and your current share of
that market
       (95%) and how your estimate that you can address 90% of malloclusion
types relates to
       your calculation of addressable market, if at all.
2.     Please expand your disclosure regarding Net Promoter score to explain
how you calculate
       your score and whether this calculation is done in the same way as the
calculation for the
 David Katzman
FirstName LastNameDavid Katzman
SmileDirectClub, Inc.
Comapany NameSmileDirectClub, Inc.
July 26, 2019
July 26, 2019 Page 2
Page 2
FirstName LastName
         entire dental industry. Also, clarify whether 100,000 member reviews
represent unique
         members, particularly in light of your disclosure that you have helped
10,000 members.
         Also, specify whether your Facebook and Instagram references are
unique likes/followers.
3.       We note your response to our prior comment number three. Please
discuss how your
         "better is better" philosophy impacts the Smile Guarantee. Have you
treated a significant
         number of cases of severe malocclusion and if so, what is the standard
of applying the
         Smile Guarantee to those cases, where the result may be only a
improved smile, rather
         than a "perfect" smile.
Note 1 - Summary of Significant Accounting Policies
Revenue Recognition , page F-8

4.       We note your response comment 12 of our letter dated July 5, 2019. It
was unclear to us
         from your response how you considered ASC 606-10-32-15, which appears
to state that
         the significant financing component is determined based on the
promised amount of
         consideration rather than the transaction price. Please tell us your
consideration of this
         guidance. In addition, explain to us how the lack of collection of
amounts related to
         financing (i.e., the time value of money on the value of the products
provided to the
         customer) represents, in substance, a modification of the transaction
price rather than a
         credit impairment.

5.       Consider providing drafts of expected exhibits if you are not able to
file them with your
         next amendment, as we may need additional time to consider your
disclosure in light of
         the exhibit filings. For example, it appears that you do not intend to
include any material
         agreement exhibits, although your current disclosure around the terms
of certain of your
         contractual arrangements is fairly general. For example, your standard
arrangements with
         your network of dentists appears important to your business, as does
the agreements you
         have with CVS, Walgreens, United Healthcare and Aetna, although the
specific terms of
         these arrangements are unclear. Please advise whether you intend to
file any of these
         agreements or to supplement your present disclosure.
        You may contact Eric Atallah, Staff Accountant at 202-551-3663 or Kevin
Accounting Branch Chief, at 202-551-3662 if you have questions regarding
comments on the
financial statements and related matters. Please contact Amanda Ravitz,
Assistant Director, at
202-551-3412 with any other questions.


                                                               Division of
Corporation Finance
                                                               Office of
Electronics and Machinery
 David Katzman
SmileDirectClub, Inc.
FirstName LastNameDavid Katzman
July 26, 2019
Comapany NameSmileDirectClub, Inc.
Page 3
July 26, 2019 Page 3
cc:       David J. Goldschmidt, Esq.
FirstName LastName