Document



				Lori A. Gelchion
				Direct: 404.420.4646
				Direct Fax: 404.230.0940
				Email: lgelchion@rh-law.com

July 7, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Attention: Ms. Sonia Gupta Barros

Mr. Bryan Hough

Re: Regional Health Properties, Inc.

Registration Statement on Form S-4

Filed June 16, 2017

File No. 333-216041

Ladies and Gentlemen:

On behalf of Regional Health Properties, Inc. (“RHE”), we hereby respond to the Staff’s comment letter, dated June 26, 2017, regarding the above referenced Amendment No. 2, filed June 16, 2017 (“Amendment No. 2”), to RHE’s Registration Statement on Form S-4, originally filed on February 13, 2017, as amended by Amendment No. 1 thereto, filed on May 15, 2017 (as amended, the “Registration Statement”). RHE is concurrently filing Amendment No. 3 to the Registration Statement (“Amendment No. 3”) in response to the Staff’s comments.

Please note that for the Staff’s convenience, we have recited each Staff comment and provided the response to such comment immediately thereafter. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to Amendment No. 2, and page references in the responses refer to Amendment No. 3. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in Amendment No. 3.

General

We note your disclosure on page 73 that “[o]n May 26, 2017, the Company entered into a new At Market Issuance Sales Agreement to sell, from time to time, up to an additional 149, 400 shares of Series A Preferred Stock through an ATM.” Please be advised that you are responsible for analyzing the applicability of Regulation M to AdCare Health Systems, Inc.’s at the market offering program and the issuance of the RHE Series A Preferred Stock pursuant to your registration statement. To the extent you have questions you may contact the Division of Trading and Markets at 202-551-5777.

Rogers & Hardin LLP

2700 International Tower

229 Peachtree Street NE

Atlanta, GA 30303

404.522.4700 Phone

404.525.2224 Fax

rh-law.com

Securities and Exchange Commission

Division of Corporation Finance

July 7, 2017

Page 2

Response: AdCare acknowledges the Staff’s comment and AdCare’s responsibility for analyzing the applicability of Regulation M. AdCare is not currently selling shares pursuant to the ATM and currently does not intend on selling any shares under the ATM until the merger is completed.


2.	In your next amendment, please include updated financial information for Regional Health Properties, Inc. as of and for the period ended March 31, 2017 pursuant to Rule 8-08 of Regulation S-X.

Response: In response to the Staff’s comment, updated financial information for RHE appears on page 64 of Amendment No. 3.

* * *

If you have any questions concerning the matters discussed in this letter please contact Lori A. Gelchion, with Rogers & Hardin LLP, counsel to RHE, at 404-420-4646.

Very truly yours,