Via Facsimile and U.S. Mail
Mail Stop 6010


October 21, 2005


Mr. John R. Potapchuk
Senior Vice President, Chief Financial Officer, Treasurer and
Secretary
(Principal Financial and Accounting Officer)
Gentiva Health Services, Inc.
3 Huntington Quadrangle, Suite 200S
Melville, NY 11747-4627

      Re:	Gentiva Health Services, Inc.
		Form 10-K for the Fiscal Year Ended January 2, 2005
		Forms 10-Q for Fiscal Quarters Ended
      April 3, 2005 and July 3, 2005
		File No. 001-15669

Dear Mr. Potapchuk:

      We have reviewed your response dated September 26, 2005 to
our
comment letter dated August 24, 2005 and have the following
comments.
Where indicated, we think you should revise your documents 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
information so we may better understand your disclosure.

	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
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


January 2, 2005 Form 10-K, filed March 17, 2005

Item 7. Management`s Discussion and Analysis of Financial
Condition
of Results of Operations
Liquidity and Capital Resources, page 26
1. Your responses to comments one and seven do not explain the
underlying reasons for the significant decrease in total current
liabilities in each period.  Normally as a business grows, its
need
for working capital grows also.  That is, current assets increase
and
current liabilities increase also.  Please more fully explain why
working capital would not increase in your business as the
business
grows. Current liabilities increased in fiscal 2003 and 2002.  We
continue to believe that the explanation of these material changes
in
your filings is not adequate, therefore; you should amend your
filings to explain these material changes.  Please also address
the
following in your revised disclosure which were not adequately
explained in your response:
a. Explain why the level of worker`s compensation claims activity
was
lower.  Demonstrate why this liability is not understated.
b. Explain why there are lower claims associated with capitated
arrangements.  Demonstrate why this liability is not understated.
c. More fully explain the nature of the Medicare liabilities.
Demonstrate why this liability is not understated.
d. Explain why timing of payments of payroll taxes varied from
historical payment timing.
2. You should consider disaggregating the line item "current
liabilities" on your statement of cash flows.  You report accounts
receivable and prepaid expenses separately, but aggregate six
current
liability balance sheet line items into one line on the statement
of
cash flows.

Critical Accounting Policies and Estimates, pages 32 - 34
3. We have considered your response to comment two.  We
acknowledge
that the estimating process is an ongoing one.  What our comment
requested relates to the specific estimates made for each
reporting
period being presented.  Please refer to Release 33-8350 and
disclose
how accurate the estimate/assumption has been in the past, how
much
the estimate/assumption has changed in the past, and whether the
estimate/assumption is reasonably likely to change in the future.
We
were aware that the amount of provision for doubtful accounts was
disclosed, however, we can`t find the amounts, and where in the
financial statements it is included, of all the other critical
estimates.  Accordingly, we reissue comment 2.


Forms 10-Q for Quarters Ended April 3, 2005 and July 3, 2005
4. With regard to comments three and four, we do not concur with
your
conclusion that the disclosure provided is adequate.  Accordingly,
we
reissue those comments.  We also do not concur that self-pay
receivables are immaterial.  Please expand the disclosure as
necessary.

*    *    *    *

      As appropriate, please amend your January 2, 2005 Form 10-K
and
your Forms 10-Q for Fiscal Quarters Ended April 3, 2005 and July
3,
2005 and respond to these comments within 10 business days or tell
us
when you will provide us with a response.  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 information.  Detailed
cover letters greatly facilitate our review.  You should file the
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.

      You may contact Tabatha Akins, Staff Accountant, at (202)
551-
3658 or Lisa Vanjoske, Assistant Chief Accountant, at (202) 551-
3614
if you have questions regarding comments on the financial
statements
and related matters.  Please contact me at (202) 551-3679 with any
other questions.


Sincerely,



Jim B. Rosenberg
      Senior Assistant Chief Accountant

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John R. Potapchuk
Gentiva Health Services, Inc.
October 21, 2005
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