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                               March 8, 2023

       Joshua Davidson
       Partner
       Baker Botts L.L.P.
       910 Louisiana Street
       Houston, Texas 77002

                                                        Re: Regional Health
Properties, Inc.
                                                            Registration
Statement on Form S-4
                                                            Filed on February
14, 2023
                                                            File No. 333-269750
                                                            color:white;"_
                                                            Schedule 13E-3
filed by Regional Health Properties, Inc.
                                                            Schedule TO-I filed
by Regional Health Properties, Inc.
                                                            File No. 005-83967
                                                            Filed on February
14, 2023

       Dear Joshua Davidson:

              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-4

       Questions and Answers, page 4

   1.                                                   Please add a question
and answer describing whether holders of Series A shares are
                                                        restricted to vote
their shares in any specific way based on their intent to tender or vice
                                                        versa.
 Joshua Davidson
FirstName
Baker BottsLastNameJoshua Davidson
            L.L.P.
Comapany
March      NameBaker Botts L.L.P.
       8, 2023
March2 8, 2023 Page 2
Page
FirstName LastName
Special Factors - Determination of Fairness of the Exchange Offer by the
Company, page 38

2.       Please remove the language that "the Company may be deemed to be
engaged in a 'going
         private' transaction" (emphasis added) as you have determined to file
a Schedule 13E-3.
3.       Please revise this section to state whether the board has made a
fairness determination as
         to unaffiliated holders of Series A preferred stock.
4.       Refer to the first bullet point on page 39. Please provide support for
the conclusion
         expressed therein.
5.       Please refer to the third bullet point on page 39. We note that except
for a higher dividend,
         which is not payable for more than four years, the terms of the Series
B preferred stock do
         not appear to be an improvement over the terms of the Series A. Please
revise to explain
         why you believe this bullet point is included as supportive of the
fairness determination.
6.       Please expand your disclosure in the first two bullet points on page
40 to describe how
         these factors were supportive of your fairness determination.
7.       Please revise your disclosure to discuss all of the factors referenced
in instruction 2 to
         Item 1014 of Regulation M-A.
The Special Meeting, page 52

8.       We note proposal number two contains two proposals for the holders of
Series A preferred
         stock shares: one proposal is asking shareholders to vote to increase
and then decrease the
         number of authorized shares of preferred stock while the other
requests shareholders to
         vote to approve the creation of the Series B preferred stock.
Similarly, proposal one for
         the holders of Common Stock and Series E Preferred Stock contains two
proposals: one
         proposal is asking shareholders to vote to approve several amendments
to your charter
         relating to the Series A preferred stock while the other requests
shareholders to vote to
         increase and then decrease the number of authorized shares of
preferred stock. Please
         unbundle each of these proposals to allow shareholders to vote
separately on material
         matters. Alternatively, provide us with your analysis as to why you
are not required to
         unbundle these proposals. Please refer to Rule 14a-4(a)(3) of
Regulation 14A.
        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.
 Joshua Davidson
Baker Botts L.L.P.
March 8, 2023
Page 3

         You may contact Dan Duchovny at (202) 551-3619 with any questions.



FirstName LastNameJoshua Davidson                        Sincerely,
Comapany NameBaker Botts L.L.P.
                                                         Division of
Corporation Finance
March 8, 2023 Page 3                                     Office of Mergers and
Acquisitions
FirstName LastName