SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

SCHEDULE 13G/A

(Rule 13-d-102)

(Amendment No. 3)

Rotech Healthcare Inc.

(Name of Issuer)

Common Stock, $.0001 Par Value Per Share

(Title of Class of Securities)

778669101

(CUSIP Number of Class of Securities)

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:

¨ RULE 13d-1(b)

x RULE 13d-1(c)

¨ RULE 13d-1(d)

CUSIP NO. 778669101

1) Name of Reporting Person

Wynnefield Small Cap Value Offshore Fund, Ltd.

2) Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b) x Reporting person is affiliated with other persons

3) SEC USE ONLY

4) Citizenship or Place of Organization: Cayman Islands

NUMBER OF SHARES	5) Sole Voting Power:
BENEFICIALLY OWNED BY	0 Shares
EACH REPORTING
PERSON WITH	6) Shared Voting Power


	7) Sole Dispositive Power:
	0 Shares

	8) Shared Dispositive Power

9) Aggregate Amount Beneficially Owned by Each Reporting Person:

0 Shares

10) Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares o

(See Instructions)

11) Percent of Class Represented by Amount in Row (9):

0 %

12) Type of Reporting Person (See Instructions) CO

CUSIP NO. 778669101

1) Name of Reporting Person

Channel Partnership II, L.P.

2) Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b) x Reporting person is affiliated with other persons

3) SEC USE ONLY

4) Citizenship or Place of Organization: New York

NUMBER OF SHARES	5) Sole Voting Power:
BENEFICIALLY OWNED BY	0 Shares
EACH REPORTING
PERSON WITH	6) Shared Voting Power


	7) Sole Dispositive Power:
	0 Shares

	8) Shared Dispositive Power

9) Aggregate Amount Beneficially Owned by Each Reporting Person:

0 Shares

10) Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares o

(See Instructions)

11) Percent of Class Represented by Amount in Row (9):

0.0 %

12) Type of Reporting Person (See Instructions) PN

CUSIP NO. 778669101

1) Name of Reporting Person

Wynnefield Capital, Inc. Profit Sharing Plan

2) Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b) x Reporting person is affiliated with other persons

3) SEC USE ONLY

4) Citizenship or Place of Organization: Delaware

NUMBER OF SHARES	5) Sole Voting Power:
BENEFICIALLY OWNED BY	25,000 Shares
EACH REPORTING
PERSON WITH	6) Shared Voting Power


	7) Sole Dispositive Power:
	25,000 Shares

	8) Shared Dispositive Power

9) Aggregate Amount Beneficially Owned by Each Reporting Person:

25,000 Shares

10) Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares o

(See Instructions)

11) Percent of Class Represented by Amount in Row (9):

0.1%

12) Type of Reporting Person (See Instructions) CO

CUSIP NO. 778669101

1) Name of Reporting Person

Wynnefield Capital, Inc.

2) Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b) x Reporting person is affiliated with other persons

3) SEC USE ONLY

4) Citizenship or Place of Organization: Cayman Islands

NUMBER OF SHARES	5) Sole Voting Power:
BENEFICIALLY OWNED BY	0 Shares
EACH REPORTING
PERSON WITH	6) Shared Voting Power


	7) Sole Dispositive Power:
	0 Shares

	8) Shared Dispositive Power

9) Aggregate Amount Beneficially Owned by Each Reporting Person:

0 Shares

10) Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares o

(See Instructions)

11) Percent of Class Represented by Amount in Row (9):

12) Type of Reporting Person (See Instructions) CO

CUSIP NO. 778669101

1) Name of Reporting Person

Nelson Obus

2) Check The Appropriate Box If A Member Of A Group (See Instructions)

(a)

(b)x Reporting person is affiliated with other persons

3) SEC Use Only

4) Citizenship Or Place Of Organization: Delaware

NUMBER OF SHARES	5) Sole Voting Power:
BENEFICIALLY OWNED	25,000 Shares (1)
BY EACH REPORTING
PERSON WITH	6) Shared Voting Power
	0

	7) Sole Dispositive Power:
	25,000 Shares (1)

	8) Shared Dispositive Power
	0

9) Aggregate Amount Beneficially Owned By Each Reporting Person:

25,000 Shares (1)

10) Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares o

(See Instructions)

11) Percent of Class Represented by Amount in Row (9):

0.1%

12) Type of Reporting Person (See Instructions) IN

(1) Mr. Obus may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Profit Sharing Plan because he is the portfolio manager of Wynnefield Capital, Inc. Profit Sharing Plan. The filing of this Statement and any future amendment by Mr. Obus, and the inclusion of information herein and therein with respect to Mr. Obus, shall not be considered an admission that he, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any shares in which he does not have a pecuniary interest. Mr. Obus disclaims any beneficial ownership of the shares of Common Stock covered by this Statement.

CUSIP NO. 778669101

1) Name of Reporting Person

Joshua Landes

2) Check The Appropriate Box If A Member Of A Group (See Instructions)

(a)

(b)x Reporting person is affiliated with other persons

3) SEC Use Only

4) Citizenship Or Place Of Organization: Delaware

NUMBER OF SHARES	5) Sole Voting Power:
BENEFICIALLY OWNED	0 Shares
BY EACH REPORTING
PERSON WITH	6) Shared Voting Power
	0

	7) Sole Dispositive Power:
	0 Shares

	8) Shared Dispositive Power
	0

9) Aggregate Amount Beneficially Owned By Each Reporting Person:

0 Shares

10) Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares o

(See Instructions)

11) Percent of Class Represented by Amount in Row (9):

12) Type of Reporting Person (See Instructions) IN

ITEM 1(a). Name of Issuer:

Rotech Healthcare Inc.

ITEM 1(b). Address of Issuer's Principal Executive Offices:

2600 Technology Drive, Suite 300, Orlando, FL 92804

ITEM 2(a). Names of Persons Filing:

Wynnefield Small Cap Value Offshore Fund, Ltd. ("Fund")

Channel Partnership II, L.P. ("Channel")

Wynnefield Capital, Inc. Profit Sharing Plan (the "Plan")

Wynnefield Capital, Inc. ("WCI")

Nelson Obus

Joshua Landes

ITEM 2(b). Address of Principal Business Office Or, If None, Residence:

450 Seventh Avenue, Suite 509, New York, New York 10123

ITEM 2(c). Citizenship:

Fund is a Cayman Islands company.

Channel is a New York limited liability company.

The Plan is a Delaware corporation.

Mr. Obus is a United States citizen

Mr. Landes is a United States citizen

ITEM 2(d). Title of Class of Securities:

Common Stock, $.0001 Par Value Per Share

ITEM 2(e). CUSIP Number: 778669101

ITEM 3. If this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is:

¨ Broker or dealer registered under Section 15 of the Act.

¨ Bank as defined in Section 3(a)(6) of the Act.

¨ Insurance company as defined in Section 3(a)(19) of the Act.

¨ Investment company registered under Section 8 of the Investment Company Act of 1940.

¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

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

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

¨ 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;

¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

This statement is filed pursuant to Rule 13d-1(c).

ITEM 4. Ownership:

(a) Amount beneficially owned by all reporting persons: 25,000 Shares

(b) Percent of class: 0.1% of Common Stock.

(i) sole power to vote or to direct the vote:

25,000 Shares

(ii) shared power to vote or to direct the vote:

(iii) sole power to dispose or to direct the disposition:

25,000 Shares

(iv) shared power to dispose or to direct the disposition:

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 x.

ITEM 6. Ownership of more than five percent on behalf of another person.

Not applicable.

ITEM 7. Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company.

Not applicable.

ITEM 8. Identification and classification of members of the group.

See Item 2 (a) - (c).

ITEM 9. Notice of dissolution of group.

Not applicable.

ITEM 10. Certifications.

By signing below I certify that, to the best of my 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 or as a participant in any transaction having that purpose or effect.

Dated: February 12, 2010

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.

By:	Wynnefield Capital, Inc.

	By:	/s/ Nelson Obus
		Nelson Obus, President

CHANNEL PARTNERSHIP II, L.P.

	By:	/s/ Nelson Obus
		Nelson Obus, General Partner

WYNNEFIELD CAPITAL, INC.

	By:	/s/ Nelson Obus
		Nelson Obus, President

WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN

	By:	/s/ Nelson Obus
		Nelson Obus, Portfolio Manager

/s/ Nelson Obus
Nelson Obus, Individually

/s/ Joshua Landes
Joshua Landes, Individually