8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

September 19, 2008

Date of Report (Date of earliest event reported)

GENTIVA HEALTH SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-15669	36-4335801
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification No.)

3 Huntington Quadrangle, Suite 200S, Melville, New York 11747-4627

(Address of principal executive offices)

(631) 501-7000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.                      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In order to facilitate continued negotiations on amendments to the Employment Agreement dated as of March 22, 2004 between the Registrant and Ronald A. Malone, its Chief Executive Officer, (the “Executive”) and the Change in Control Agreement dated March 22, 2004 between the Registrant and the Executive, each of such agreements was amended on September 19, 2008 to provide that the term of the agreements will automatically extend for one year unless either party provides notice to the other of its intention not to extend not less than four months prior to the end of the term.  Prior to the amendment, a notice of non-extension was required to be provided by either party not less than six months prior to the end of the term.  The amendment agreement is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Item 9.01.                      Financial Statements and Exhibits.

(d)           Exhibits.  The following exhibits are filed herewith:

Exhibit No.	Description
10.1	Amendment Agreement, dated as of September 19, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:  September 22, 2008

GENTIVA HEALTH SERVICES, INC.

By:  /s/ John R. Potapchuk

        Name:  John R. Potapchuk

        Title:    Executive Vice President,

                     Chief Financial Officer and Treasurer

EX-10.1

Exhibit 10.1

AGREEMENT

Agreement, made this 19th day of September, 2008, by and between Gentiva Health Services, Inc., a Delaware corporation (the “Company”) and Ronald A. Malone (the “Executive”).

WHEREAS, the Company and the Executive have entered into an Employment Agreement dated as of March 22, 2004 (the “Employment Agreement”) and a Change in Control Agreement dated March 22, 2004 (the “Change in Control Agreement”); and

WHEREAS, the term of each of the Employment Agreement and the Change in Control Agreement is currently scheduled to end on March 22, 2009; and

WHEREAS, unless either party provides notice to the other of its intention not to extend not less than six months prior to March 22, 2009, the term of the Employment Agreement and the Change in Control Agreement will extend to March 22, 2010; and

WHEREAS, the Company and the Executive have been negotiating amendments to the Employment Agreement and the Change in Control Agreement, which have not yet been finalized; and

WHEREAS, in order to facilitate continued negotiations on amendments to the agreements, the Executive and the Company wish to amend the Employment Agreement and the Change in Control Agreement to provide that notice of non-extension must be given by either party no less than four months prior to the end of the terms; and

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive hereby agree as follows:

1.The last sentence of Section 1 of the Employment Agreement is amended by deleting the word “six” therefrom and replacing it with the word “four.”

2. The second sentence of Section 1 of the Change in Control Agreement is amended by deleting the word “six” therefrom and replacing it with the word “four.”

3.Except as amended herein, the Employment Agreement and the Change in Control Agreement shall continue in full force and effect in accordance with their terms.

4.This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without reference to principles of conflict of laws thereof.

5.This Agreement may be executed and delivered (including by facsimile transmission or transmission by email in pdf form) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the Executive has hereunto set his hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed as of the day and year first above written.

GENTIVA HEALTH SERVICES, INC.

By:  /s/ Stuart R. Levine

Name: Stuart R. Levine

Title: Chairman, Compensation Committee

/s/ Ronald A. Malone

Ronald A. Malone

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