d1072834_13g-1.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Rotech Healthcare Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

778669101

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X] Rule 13d-1(b) *

[X] Rule 13d-1(c) **

[_] Rule 13d-1(d)

* This Schedule 13G is being filed pursuant to Rule 13d-1(b) by Contrarian Capital Management, L.L.C.

** This Schedule 13G is being filed pursuant to Rule 13d-1(c) by Contrarian Capital Fund I, L.P.

CUSIP No		778669101

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Contrarian Capital Management, L.L.C.

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
			(a) [_]
			(b) [X]

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.	SOLE VOTING POWER

	2,441,048

6.	SHARED VOTING POWER

	1,366,570

7.	SOLE DISPOSITIVE POWER

	2,441,048

8.	SHARED DISPOSITIVE POWER

	1,366,570

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,807,618

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
			[_]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	14.93%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA

CUSIP No		778669101

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Contrarian Capital Fund I, L.P.

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
			(a) [_]
			(b) [X]

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	1,366,570

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	1,366,570

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,366,570

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
			[_]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	5.36%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

CUSIP No		778669101

Item 1.	(a).	Name of Issuer:

		Rotech Healthcare Inc.

	(b).	Address of Issuer's Principal Executive Offices:

		2600 Technology Drive Suite 300 Orlando, Florida 32804

Item 2.	(a).	Name of Person Filing:

		Contrarian Capital Management, L.L.C. Contrarian Capital Fund I, L.P.

	(b).	Address of Principal Business Office, or if None, Residence:
		Contrarian Capital Management, L.L.C. 411 West Putnam Avenue, Suite 225 Greenwich, CT 06830 Contrarian Capital Fund I, L.P. c/o Contrarian Capital Management, L.L.C. 411 West Putnam Avenue, Suite 225
		Greenwich, CT 06830

	(c).	Citizenship:

		Contrarian Capital Management, L.L.C. – Delaware Contrarian Capital Fund I, L.P. – Delaware

	(d).	Title of Class of Securities:

		Common Stock, par value $0.0001 per share

	(e).	CUSIP Number:

		778669101

Item 3.

If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

(a)

[_]

Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).

(b)

[_]

Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

(c)

[_]

Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

(d)

[_]

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

[X]

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

[_]

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

[_]

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

[_]

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

(i)

[_]

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

[_]

Group, in accordance with s.240.13d-1(b)(1)(ii)(J).


Item 4.	Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned:

		Contrarian Capital Management, L.L.C.: 3,807,618 Contrarian Capital Fund I, L.P. – 1,366,570

	(b)	Percent of class:

		Contrarian Capital Management, L.L.C.: 14.93% Contrarian Capital Fund I, L.P. – 5.36%

(i)	Sole power to vote or to direct the vote	2,441,048	,

(ii)	Shared power to vote or to direct the vote	1,366,570	,

(iii)	Sole power to dispose or to direct the disposition of	2,441,048	,

(iv)	Shared power to dispose or to direct the disposition of	1,366,570	.

(i)	Sole power to vote or to direct the vote	0	,

(ii)	Shared power to vote or to direct the vote	1,366,570	,

(iii)	Sole power to dispose or to direct the disposition of	0	,

(iv)	Shared power to dispose or to direct the disposition of	1,366,570	.

Item 5.

Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [_].
	N/A

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
	N/A

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
	N/A

Item 8.

Identification and Classification of Members of the Group.

	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
	N/A

Item 9.

Notice of Dissolution of Group.

	Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
	N/A

Item 10.

Certification.

By signing below, each reporting person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	February 16, 2010

	CONTRARIAN CAPITAL MANAGEMENT, L.L.C.
	/s/ Jon R. Bauer
	Name: Jon R. Bauer Title: Managing Member

	CONTRARIAN CAPITAL FUND I, L.P. By: Contrarian Capital Management, L.L.C.
	/s/ Jon R. Bauer
	Name: Jon R. Bauer Title: Managing Member

Exhibit A

AGREEMENT

The undersigned agree that this Schedule 13G/A dated February 16, 2010 relating to the Common Stock, par value $0.0001 per share, of Rotech Healthcare Inc. shall be filed on behalf of the undersigned.

	CONTRARIAN CAPITAL MANAGEMENT, L.L.C.
	/s/ Jon R. Bauer
	Name: Jon R. Bauer Title: Managing Member

	CONTRARIAN CAPITAL FUND I, L.P. By: Contrarian Capital Management, L.L.C.
	/s/ Jon R. Bauer
	Name: Jon R. Bauer Title: Managing Member

SK 01385 0001 1072834