Mail Stop 3-9								December 21,
2004

Keith G. Myers
President and Chief Executive Officer
LHC Group, LLC
420 West Pinhook, Rd.
Suite A
Lafayette, Louisiana 70503

Re:	LHC Group, LLC.
	Registration Statement on Form S-1
      Filed November 24, 2004
	File Number 333-120792

 Dear Mr. Myers:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. Please provide us proofs of all graphic, visual or photographic
information you will provide in the printed prospectus prior to
its
use, for example in a preliminary prospectus.  Please note we may
have comments regarding this material.

2. Please note that where we provide examples to illustrate what
we
mean by our comments, they are examples and not exhaustive lists.
If
our comments are applicable to portions of the filing that we have
not cited as examples, make the appropriate changes in accordance
with our comments.

3. In your response letter, please state our comment and then
explain
each change that has been made in response to a comment.  In
addition, you should also reference each page number in which
disclosure has been revised in response to a comment with a brief
description of the revisions made so that we can easily place your
revised disclosure in its proper context.

4. Please note that when you file a pre-effective amendment
containing pricing-related information, we may have additional
comments.  As you are likely aware, you must file this amendment
prior to circulating the prospectus.
5. Please note that when you file a pre-effective amendment that
includes your price range, it must be bone fide. We interpret this
to
mean that your range may not exceed $2 if you price below $20 and
10%
if you price above $20.
6. Throughout the registration statement, you make assertions
about
your target market using statistics and other figures that require
third-party support.  As one example only, you state that Medicare
spending totaled $12.8 billion for the two sectors in which you
operate.  We note that there are a number of such statements
throughout the registration statement, including in the Summary
and
the Business section.  Please provide independent third party
support
for these statements and identify the sources of these statistics
in
the registration statement.  Provide supplemental marked copies of
these sources for our review.
Alternatively, if the figures are based on your beliefs and
estimates, you should disclose your basis for these beliefs.
Statements that cannot be supported should be deleted from the
registration statement.
7. In addition, you have also included statements regarding your
aptitudes and your target market which, without third party
support,
would seem to be statements of opinion that may not be appropriate
for the registration statement.  As one example only, you assert
that
counties with 10,000-100,000 residents are underserved for your
services.  As another example, you state that "as an experienced
provider in these markets, we believe we can more effectively
establish relationships with local hospitals...."  Such statements
should be substantiated or removed from the registration
statement.

Summary, page 1

8. Please revise the description of your business to briefly
describe
the "home-based services" and "post-acute healthcare services" you
provide.  Please introduce your summary with a description of your
services and your business model.

9. Please explain what it means to be "medicare-certified."
10. Currently, the Summary describes only the positive aspects of
your business.  Please provide a discussion of the risks and
obstacles you face in implementing your strategy immediately after
your discussion of Competitive Strengths.  The new section should
receive the same prominence and emphasis as the Competitive
Strengths
section.
11. In instances where you have disclosed your net revenue, please
balance the disclosure by also including as discussion of net
income.
12. Please revise your Summary and the discussion of your business
to
clarify how many of the nursing locations, hospitals and other
facilities are owned by you and how many are owned by joint
ventures.

Risk Factors, p. 7
General

13. Please delete the introductory statement, "The risks and
uncertainties described below are not the only ones we face."  All
risk factors should be disclosed in this section.

14. Some of your risk factors are generic insofar as they apply to
many companies in your industry.  When disclosing a risk factor,
you
should customize it with specific reasons why you may be exposed
to a
particular risk so as to make the disclosure more meaningful. For
example:

* "Our business is heavily regulated ...;"
* "We will incur increased administrative and legal costs...;" and
* "In the event we are unable to satisfy regulatory requirements
relating to internal controls..."

Please revise your risk factor discussions to clarify how each
risk
relates to you and your business.  In your response letter, please
identify all places where revisions are made in response to this
comment.

Risks related to our business and industry, page 7
More than 80% of our net service revenue is derived from Medicare
....," page 7
15. Are there any proposed or administrative legislative changes
to
the payment systems that have been proposed?  If there are, a
separate risk factor discussing the proposals and how they may
impact
your business may be warranted.
16. Please explain how changes in the case mix or therapy
thresholds
and reclassifications of home health resource groups or long-term
care diagnosis related groups cause reductions in Medicare
reimbursement.

17. If you have been materially affected by any of the situations
described in these bullet points in the past, then please revise
to
describe the situation and its impact on your business.

"If any of our agencies or facilities fail to comply with
conditions
of participation ...," page 8
18. We note your statement that your agencies and facilities must
comply with the extensive conditions of participation in the
Medicare
program.  Please revise to briefly describe the material
conditions.
If there are instances in the past where you were not in
compliance,
please revise to describe the consequences.

"CMS Recently adopted new regulations that could materially and
adversely...," p.8
19. Please expand this disclosure so that investors can understand
the risks posed in their proper context.  Specifically, you should
include disclosure that explains:
?  the meaning of the term "Medicare admissions limitation;"
?  what the financial impact could be on your revenues in the
affected service lines and any strategic implications for your
business model; and
? the meaning of the term "long-term care diagnosis-related
groups."

Please explain these phrases in simple terms that investors can
easily understand.
20. Will your location that is in a non-MSA location be treated as
if
it is in a MSA location because its parent hospital is located in
an
MSA location?

 "Legislative initiatives could negatively impact our operations
and
financial results." page 9
21. Please quantify the percentage of your revenue that is
generated
from the Medicare fee-for-service market.

"More than 80% of our nest service revenue...," p. 10
22. Please provide more disclosure regarding this risk factor with
a
discussion of the specific economic or competitive conditions that
could have a disproportionate effect on the Company.
23. In addition, you should consider the possibility that the
reverse
dynamic is true.  Specifically, if you have any reason to believe
that market conditions in Louisiana are favorable relative to
other
regions of the country, then there may be a risk that replication
of
the business model outside of Louisiana will not be as successful
as
your endeavors within that state.  Please disclose any such market
and/or other conditions.

"If we are unable to maintain relationships with existing referral
sources...," p. 10
24. If you have experienced problems in the past retaining
referral
and/or employee relationships or if any facts that suggest that
problems may occur in the future, please revise to discuss these
problems and the resulting consequences.

"Delays in reimbursement may cause liquidity problems...," p. 10
25. Please disclose the length of your typical payment cycle.
26. Please explain what types of information systems or Medicare
problems can lead to delays.

"If the structure or operations of our joint ventures or strategic
relationships are found to violate the law ..." page 10
27. Please revise to briefly describe the prohibitions of the
federal
anti-kick back and Start laws.

"If we are required to either repurchase or sell ...," page 11

28. You should also disclose the negative impact of having to sell
equity pursuant to the buy/sell provisions, such as possible
dilution
to investors.  If applicable, also consider the possibility of
being
forced to sell equity at a price less than the price you could
obtain
outside the provision.
29. Please disclose how the price would be determined.  If the
prices
are known, disclose the amount you may be required to pay in order
to
acquire these interests.
30. If you could be required to sell your interests at prices
below
market value, please revise to disclose this possibility.
31. Please explain what alternatives you would face if you do not
have the working capital necessary to make the required purchases.

"The loss of certain senior management ...," page 11

32. To the extent that you have experienced problems attracting
and
retaining key personnel in the recent past, please revise to
describe
these problems. Additionally, if any key employee has plans to
retire
or leave your company in the near future, please revise the
discussion to disclose this information.
33. Are you the beneficiary of the key employee life insurance
policies?

"If we are subject to substantial malpractice...," page 11

34. Please disclose the amount of malpractice insurance you carry.

"The application of state certificate of need and permit of
approval
regulations ..." page 12
35. Please revise to identify the states in which you operate or
plan
to expand into that have certificate of need or permit of approval
laws.  Similarly, revise "We may have difficulty acquiring assets
from, or entering into joint venture or other strategic
relationships
with, not-for-profit entities due to increased regulatory
scrutiny"
to identify to identify states in which you operate that have
enacting or considering enacting laws affecting sales, leases, or
other transactions with not-for-profit entities.

"If we are unable to protect the proprietary nature...," p. 13
36. Please disclose whether you have had any problems maintaining
the
confidentiality of your software systems or methods in the past,
or
whether there are any facts or circumstances that lead you to
believe
that you may have problems in the future.
37. Additionally, explain how your business and financial
performance
would be harmed if a competitor developed a similar system.

"Failure of, or problems with, our critical software...," p. 13
38. Please disclose the specific systems that are critical to your
business, other than Service Value.
39. If you have experienced any problems of the types described in
the past or if there are any facts or circumstances that lead you
to
believe that you may have problems in the future, please revise to
describe the problems and/or facts and circumstances.
40. If appropriate, in order to avoid repetition and customize
your
risk factors, please consider consolidating this risk factor with
the
subsequent factor called "we may experience difficulties in
implementing new information systems."

"We may be unable to secure the additional capital necessary to
implement our growth strategy," page 14
41. Please revise to disclose the amount that will be available
under
your new senior secured credit facility.

"In the event we are unable to satisfy regulatory requirements
relating to internal controls ...," page 17

42. If you have any reason to believe that you will not be able to
complete the evaluation in a timely manner or that there are
deficiencies in your internal control over financial reporting,
please revise to disclose this information.

Use of Proceeds, page 19
43. Please revise to disclose the interest rates applicable to
your
credit facility with Residential Funding Corporation and your loan
from The Catalyst Fund and Southwest/Catalyst Capital.
Additionally,
state when the amounts under this credit facility and loan
agreement
are due.
44. If any of the amounts to be repaid was incurred within one
year,
describe the use of the proceeds from such indebtedness unless the
proceeds were used for working capital.

Non-GAAP Financial Measures, page 24

45. We note your disclosure regarding Non-GAAP financial measures.
It appears that the company uses EBITDA less minority interest and
Adjusted EBITDA as non-GAAP performance measures, which are
subject
to the disclosure requirements of Item 10(e) of Regulation S-K, as
they exclude recurring items.  Elimination of these items from the
most comparable GAAP measure appears to have the effect of
smoothing
earnings.  While the acceptability of a non-GAAP financial measure
that eliminates recurring items from the most comparable GAAP
measure
depends on all facts and circumstances, we do not believe that a
non-
GAAP measure that has the effect of smoothing earnings is
appropriate.  In addition, we note that the items you exclude have
the following attributes.

* There is a past pattern of these items occurring in each
reporting
period;
* The financial impact of these items will not disappear or become
immaterial in the future; and
* There is no unusual reason that the company can substantiate to
identify the special nature of these items.

These attributes raise significant questions about management`s
assertions as to the usefulness of this measure for investors and
the
appropriateness of its presentation in accordance with Item 10 of
Regulation S-K.  Please refer to "Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures" on our website
at
www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm that we issued
on
June 13, 2003.  Please revise your filing to remove all references
to
this measure or tell us how you disclosure complies with Item 10
of
Regulation S-K.

Management`s Discussion and Analysis of Financial Condition and
Consolidated Results of Operations, page 25

46. Please disclose the following in Management`s Discussion and
Analysis:
* Disclose the day`s sales outstanding for each period presented.
Disclose the reasons for significant changes from the prior
period.
* If your billing system does not have the capacity to provide an
aging schedule of your receivables, disclose that fact and clarify
how this affects your ability to estimate your allowance for bad
debts.
* State the steps you take in collecting accounts receivable.
Disclose your policy with respect to determining when a receivable
is
recorded as a bad debt and ultimately written off.

Liquidity and Capital Resources, page 38

47. It appears that the current discussion related to cash flows
from
operations focuses on the impact of line items within the
statement
of cash flows and does not appear to focus on the actual inflows
and
outflows from operations.  Please revise this discussion to
include a
more robust analysis of the activities that actually generate cash
inflows and outflows from operations as well as the more likely
than
not impact these items will have on known trends and
uncertainties,
in particular the cash outflows from operations.

48. We note in the discussion on page 14 that the actual parent
company is a holding company.  Please include a discussion of the
impact that this structure will have on the ability of the company
to
service debt at the holding company level.

Critical Accounting Policies, pages 41 - 43

49. We note that management included a discussion of the
accounting
policies that it views as critical to the company.  What we were
unable to clearly identify in the discussions related to these
policies was the potential impact that each of these policies
would
have on the financial statements.  Please revise the discussion to
include a more detailed discussion, quantified where applicable,
of
the potential impact that each of these policies would have on the
financial statements presented such as the how much the adjustment
to
the contractual allowance was.

Business, p.44
General

50. Please disclose the following in the Business section:
* Clarify how your system calculates net revenue.  Specifically
state
what factors are considered in determining the estimate of
contractual allowances.
* Disclose your policy for the collection of co-payments, and
other
payments owed from the patient.  Include the percentage of these
payments that are collected at the time of service.  For services
provided in which these payments are not made at the time service
is
performed, state how your historical subsequent collections have
been
for each period presented.
* Discuss to what extent your billing system is manual or
computerized.  Describe what functions are performed manually.

Growth strategy, p.47
51. Please provide more specificity to support the first two
bullet
points in your disclosure as your reference to internal growth and
margin improvement should be supported by explaining exactly how
you
intend to achieve the goals you have described.  For example,
instead
of simply saying that you want to expand the breadth of your
services, you should disclose exactly which new services you hope
to
provide and your strategy for providing those services.

Strategic relationships, p. 50

52. If you are materially dependent upon any of your strategic
relationships, then you should file your agreement with such party
as
an exhibit to the registration statement and provide a discussion
of
the material terms of the agreement.
53. In addition, if you are materially dependent, you should
include
a risk factor which states the nature of the dependence and the
consequences if the relationship with the strategic partner was
terminated for any reason.
54. We note that you have three arrangements that involve the
sharing
of profits and losses, where your partners only have a contractual
right to share in the profits and losses.  Please describe whether
these joint venture partners or any other joint venture partners
perform any services for the joint venture.
55. Please revise the last paragraph on page 51 to disclose the
value
of the 300,000 shares of common stock the 153,772 shares of common
stock and the 45,356 shares of common stock.

Management Services Agreements, page 52
56. We note your statement that you manage the operations of four
home nursing agencies, one hospice, one critical access hospital
and
one inpatient facility.  Are these in addition to the facilities
you
state that you operate on page 44?  Please explain the difference
between operating such facilities and managing such facilities.
57. If you are substantially dependent on any of these management
agreements, please file each agreement on which you are
substantially
dependent and revise your registration statement to describe the
material terms of each agreement.

Certain Relationships and Related Party Transactions, page 77
58. Please revise the discussion of the Sunset Clinic Lease
Agreement
to disclose the amount of mortgage indebtedness that you assumed.
59. Please disclose the terms of the earnout payment pursuant to
which you may be required to pay Mr. And Mrs. Briggs $337,000.
When
would you be required to make this payment?

Selling Security Holders, p. 79

60. Please provide the information for your selling stockholder
table
as soon as possible.

61. In your discussion, please include a broad discussion
explaining
your past offerings of securities and the manner in which the
selling
security holders obtained their securities.

62. If any of the selling shareholders are broker dealers, please
revise to identify them as underwriters here and in the Plan of
Distribution.  The only exception to our position that broker
dealers
must be identified as underwriters is if the shares were issued as
underwriting compensation.  If the exception applies, please
provide
that information in your document.

63. Furthermore, if there are affiliates of broker-dealers
identified
as Selling Shareholders, they should be identified as such and
your
disclosure should be revised to include the following
representations:

* The Selling Shareholder purchased in the ordinary course of
business and
* At the time of the purchase, the Selling Shareholder had no
agreements or understanding to distribute securities.

64. Please revise the selling shareholder table to indicate the
natural persons who have voting and dispositive control over the
shares held by The Catalyst Fund, Ltd., Southwest/Catalyst
Capital,
Ltd., and Beta Home Healthcare.

Underwriting, page 90
65. Please indicate if your underwriters have arrangements with a
third party to host or access your preliminary prospectus on the
Internet.  If so, identify the party and provide the address of
the
website.  Please also describe the material terms of the agreement
and provide us with a copy of any written agreement.  You should
also
provide us with copies of all information concerning your company
or
the offering that appears on the third party web site.  We may
have
further comments.
66. You have indicated that the lead underwriters or other members
of
the syndicate may deliver a prospectus electronically or otherwise
offer and/or sell securities electronically. If they do so, please
tell us the procedures they will use and how they intend to comply
with the requirements of Section 5 of the Securities Act of 1933,
particularly with regard to how offers and final confirmations
will
be made and how and when purchasers will fund their purchases.
Provide us copies of all electronic communications including the
proposed web pages.
67. Also tell us and briefly disclose in the prospectus whether
you
intend to use any forms of prospectus other than print, such as
CD-
ROM-s, videos, etc. and provide all such prospectuses for our
examination.  Please refer to SEC Releases No. 33-7233 and No. 33-
7289. We may have additional comments.
68. Please advise us if you are planning to do a directed share
offering.  If so, please provide us with any material you intend
to
sell to potential purchasers such as a "friends and family"
letter.
Tell us when you intend to send them to these potential
purchasers.
Tell us whether the sale will be handled by you directly or by the
underwriting syndicate.  Tell us the procedures your or the
underwriter will employ in making the offering and how you will
assure that this offer will meet the requirements of Section 5 of
the
Securities Act and Rule 134.  Additionally, revise your prospectus
to
provide information about the directed share offering.  We may
have
further comments.

Consolidated Balance Sheets, page F-3

69. We note that the company intends to convert the member units
into
shares and affect a stock split prior to the offering contemplated
in
this registration statement.  Please include a note that discusses
the current equity structure, the future equity structure, the
expected conversion amount, the effect of the stock split, and any
other relevant information needed to understand the impact of this
offering.

Consolidated Statements of Income, page F-4

70. We note within your description of The Offering on page 4,
that
management anticipates completing conversion of member units and a
stock split which will occur prior to the completion of this
offering.  As such, please revise your historical earnings per
unit
presentation to give effect to the proposed stock split and
consider
the need to include pro forma information related to the
conversion.

71. The caption "Equity-based compensation expense" does not
appear
appropriate because it does not identify the nature of the expense
but only the method of payment.  We note that this compensation
may
relate to all expense categories.  Revise the statement to
properly
allocate the amounts to the appropriate operating expenses
captions.
Revise your Selected and Summary Consolidated Financial Data and
your
MD&A, accordingly.

72. It appears that you have recognized an impairment charge of
$351,000 for the year ended December 31, 2003.  In accordance with
SFAS 142, paragraph 43, please present the aggregate amount of
goodwill impairment losses as a separate line item in the income
statement.

Notes to the Consolidated Financial Statements
2. Significant Accounting Policies
Principles of Consolidation, pages F-7 - F-8

73. The discussion include under the heading "Joint Ventures" on
pages 51 - 52 describes a very complex consolidation model that
the
current disclosure does not appear to reflect.  Please revise this
disclosure to more completely address the types of entities
consolidated as well as the accounting policy that allows this
consolidation.

Revenue Recognition, page F-8

74. For all services described, include a more detailed
description
of the timing of the revenue recognition.  Parts of the disclosure
currently discuss the types of reimbursements, but do not address
the
timing of the recognition.

Accounts Receivable and Allowances for Uncollectible Accounts,
page
F-10

75. Please provide justification for recording amounts billed and
received in advance of actual services performed as amounts due to
the Medicare program as this appears to be appropriately
classified
as unearned revenue.  Additionally, please include a discussion as
to
why management believes that it is appropriate to record this
amounts
as a reduction to accounts receivable.

Minority Interest and Cooperative Endeavor Agreements, page F-12

76. Please provide a detailed description of the accounting
treatment
for the "cooperative endeavor agreements" and the specific
accounting
literature management relied upon to arrive at this accounting
treatment.  Please specifically justify current classification as
non-operating revenue/expense and aggregation with minority
interest.
Also revise the Consolidated Statements of Income to below income
tax
expense.  Refer to Item 504(b)(12) of Regulation S-K.

Equity-Based Compensation Expense, page F-13

77. In order for us to fully understand the equity fair market
valuations reflected in your financial statements, please provide
an
itemized chronological schedule covering all equity instruments
issued since December 31, 2003 through the date of your response.
Please provide the following information separately for each
equity
issuance:

* The date of the transaction,
* The number of options granted or shares issued,
* The exercise price or per share amount paid,
* Management`s fair market value per share estimate and the
significant factors, assumptions, and methodologies used in
determining fair value,
* An explanation of how the fair value of the convertible
preferred
stock and common stock relate, given the one-for-one conversion
ratio,
* The identity of the recipient, indicating if the recipient was a
related party,
* Nature and terms of concurrent transactions,
* The amount of any compensation or interest expense element,
* Significant factors contributing to the difference between the
fair
value as of the date of each grant and the estimated IPO price;
and,
* The valuation alternative selected and the reason management
chose
not to obtain a contemporaneous valuation by and unrelated
valuation
specialist.

Please also provide us with a chronology of events leading to the
filing of your IPO including when discussions began with potential
underwriters.  Please disclose this information in the annual and
interim financial statements.

3. Acquisitions and Divestitures, page F-14

78. We note that a significant portion of the purchase price for
recent acquisitions was allocated to goodwill.  Please provide
supplementally, a summary of management`s consideration for each
of
these transactions why a more significant portion of the purchase
price did not meet the contractual-legal criterion and the
separability criterion of SFAS 141.  For the instances where the
Company purchases additional interest in joint ventures, please
provide an analysis as to why allocation to goodwill is
appropriate.
Please cite appropriate accounting literature.

79. Please provide to us, management`s justification for recording
the operations of divested facilities and joint venture entities
as
continuing operations.  It would appear that the operations would
be
appropriately be classified as discontinued operations under the
provisions of SFAS 144.  Please revise or advise

7.  Related Party Agreements
Sunset Clinic Lease Agreement, page F-20

80. Please provide to us and disclose how management recorded the
acquisition of the 100% ownership interest in Oak Shadows of
Sunset,
LLC and the assumption of the lease guarantee.

10.  Commitments and Contingencies
Contingencies, pages F-21 - F-22

81. Please clarify in the disclosure how the execution of certain
exchange agreements as described in note 15 relates to this
amount.
Also include a more detailed description of the number of
agreements
as well as the key drivers that are included in the $5.8 million
disclosed on page F-21.

82. We note in the disclosure under the "Joint Venture" heading on
page 52 that "several of [your] joint ventures grant a buy/sell
option that will require [you] to either purchase or sell all of
their membership interests in the joint venture."  We were unable
to
identify in the financial statements a discussion of this
obligation.
Please revise notes to include a discussion of these agreements.
Also provide to us and disclose a more detailed discussion of
these
provisions and the accounting applied to them.

83. We note your disclosure regarding the earn-out payment to
former
shareholders under a non-compete agreement.  What is unclear is
whether or not the Company believes that that this matter will
result
in a material, estimable, and probable liability to pay the former
shareholders.  Please expand your disclosure of this matter.  If
it
is a reasonable possibility that a loss may occur, disclose the
range
of possible losses or state that an estimate cannot be made
pursuant
to paragraph 10 of SFAS 5.

September 30, 2004 Interim Financial Statements

84. We note that it appears that management significantly
increased
its level of allowance for uncollectible accounts in the interim
period.  Please include a discussion in MD&A related to facts and
circumstances that led to this increase.  Consider any known
trends
or uncertainties that this change implies.

Exhibits

85. We note that you intend to file many of your exhibits by
amendment.  Please note that we may have additional comments after
we
have had an opportunity to review your exhibits.

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please file your cover letter on
EDGAR under the form type label CORRESP. Please understand that we
may have additional comments after reviewing your amendment and
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Tabatha Akins at (202) 824-5547 or James
Atkinson, at (202) 942-2826 if you have questions regarding
comments
on the financial statements and related matters. Please contact
Zafar
Hasan at (202) 942-7381or me at (202) 942-1840 with any other
questions.
   Sincerely,




      Jeffrey Riedler
   Assistant Director

   cc:	Steven Pottle
   	Alston & Bird
   	1201 West Peachtree Street
   	Atlanta, Georgia 30309-3424
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LHC Group, LLC.