United States securities and exchange commission logo





                             January 6, 2021

       Luke McGee
       Chief Executive Officer
       AdaptHealth Corp.
       220 West Germantown Pike Suite 250
       Plymouth Meeting , PA 19462

                                                        Re: AdaptHealth Corp.
                                                            Preliminary Proxy
Statement on Schedule 14A
                                                            Filed December 22,
2020
                                                            File No. 001-38399

       Dear Mr. McGee:

              We have reviewed your filing and have the following 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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Preliminary Proxy Statement on Schedule 14A

       Summary Term Sheet, page 1

   1.                                                   Please revise page 1 to
disclose the percentage of Class A common shares that former
                                                        AeroCare equity holders
would receive as a result of the acquisition transaction assuming
                                                        that your shareholders
approve the Proposal. In this regard, we note that AeroCare equity
                                                        holders received common
shares at closing in addition to the 31 million shares to be
                                                        issued upon conversion
of the Series C Preferred. Given the additional $1.1 billion paid to
                                                        the AeroCare equity
holders, also disclose the relative valuations of the AeroCare and
                                                        AdaptHealth entities.
Also, revise the proxy where appropriate, to identify which
                                                        company is the
acquiring entity for accounting purposes.
   2.                                                   Please revise the proxy
to explain why the Board determined to structure the merger using
                                                        convertible preferred
stock as consideration instead of using a more traditional structure
                                                        which would allow the
AdaptHealth stockholders to vote to approve or disapprove the
                                                        acquisition and/or
issuance of securities prior to the parties merging. Your disclosure
 Luke McGee
AdaptHealth Corp.
January 6, 2021
Page 2
      should explain why the Board viewed the preferred stock structure as
preferable to a
      traditional merger structure, the business reasons, if any, for
preferring the current
      structure, and why the board chose to structure the transaction in a way
that would not
      allow stockholders to vote and express their approval or disapproval on
the acquisition
      transaction itself.
Background of the Acquisition, page 12

3.    Please substantially revise the Background section so that it is clear
where each party
      stood with respect to material transaction terms during the August 2020
to December 1,
      2020 timeframe. In particular, it should be clear what terms were
initially proposed, who
      proposed them, and how these terms evolved, if at all, during the course
of subsequent
      negotiations, particularly as it relates to relative valuations,
consideration, and
      management structure.
General

4.    With reference to Note A of Schedule 14A, please revise your proxy
statement to provide
      the information required by Item 14(b)(6). In this regard, we note that
the proxy discusses
      reports, opinions and/or appraisals conducted by Jefferies and
AlixPartners.
5.    Please tell us whether the Debt Commitment Letter has been filed or will
be filed prior to
      the solicitation.
        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.

       Please contact David Gessert at (202) 551-2326 or Joe McCann at (202)
551-6262 with
any questions.



                                                           Sincerely,
FirstName LastNameLuke McGee
                                                           Division of
Corporation Finance
Comapany NameAdaptHealth Corp.
                                                           Office of Life
Sciences
January 6, 2021 Page 2
cc:       Michael Brandt
FirstName LastName