X0201 42003-08-2200001129623ODYSSEY HEALTHCARE INC ODSY0001227129BURNHAM RICHARD R717 N. HARWOOD, SUITE 1500DALLASTX752011100Chief Executive OfficerCommon Stock, par value $0.001 per share2003-08-224S050030.64D482432DEmployee Stock Option (Right to Buy)15.15332012-12-09Common Stock198756DEmployee Stock Option (Right to Buy)7.18662011-11-16Common Stock196893DEmployee Stock Option (Right to Buy)0.44662008-07-15Common Stock14143DEmployee Stock Option (Right to Buy)0.44662010-01-25Common Stock117213DEmployee Stock Option (Right to Buy)1.382011-01-31Common Stock41625DReflects 50% stock dividend distributed on August 12, 2003 to stockholders of record on July 28, 2003.1/48th of the stock options become exercisable on the 9th of each month, commencing January 9, 2003, with all stock options becoming fully exercisable on December 9, 2006.1/48th of the stock options become exercisable on the 16th of each month, commencing December 9, 2001, with all stock options becoming fully exercisable on November 16, 2005.20% of the stock options became exercisable on July 15, 1999, and 1/60th of the stock options become exercisable on the 15th of each month thereafter, commencing August 15, 1999, with all stock options becoming fully exercisable on July 15, 2003.Upon the exercise of one stock option, the option holder will receive one share of common stock.20% of the stock options became exercisable on January 25, 2001, and 1/60th of the stock options become exercisable on the 25th of each month thereafter, commencing February 25, 2001, with all stock options becoming fully exercisable on January 25, 2005.20% of the stock options became exercisable on January 31, 2002, and 1/60th of the stock options become exercisable on the last day of each month thereafter, commencing February 28, 2002, with all stock options becoming fully exercisable on January 31, 2006./s/ Douglas B. Cannon, by power of attorney2003-08-26