Mail Stop 0309	November 24, 2004

Mark S. Demilio
Executive Vice President
Magellan Health Services, Inc.
16 Munson Road
Farmington, CT 06032

RE: 	Magellan Health Services, Inc.
	Registration No. 333-120271
	Form S-3, filed November 5, 2004

Dear Mr. Demilio:

This is to advise you that we are not conducting a full review of the
registration statement on Form S-3 filed by Magellan Health Services,
Inc. (the "Company") on November 5, 2004.  However, we will be
monitoring your disclosure with respect to the Risk Factors section.

Risk Factors, page 4

1. Please revise the introductory paragraph to state that all known
risks are presented in this document and ensure that they are in fact
presented.  Also, delete the third sentence and the sentence
immediately preceding the first risk factor and describe all of the
various material risks.  Specifically, in your discussion of each
risk, describe how it could adversely affect your company and an
investment in your ordinary common stock if the risk comes to
fruition.

2. Phrases such as, "our liquidity, financial condition, prospects and
results of operations may be adversely affected," are used throughout
the risk factor section.  Throughout the risk factors section, please
revise to add disclosure describing and expressing the specific and
immediate effects of the risks to the investors.

3. You should describe the risks to investors in the titles of each of
your risk factors.  For example, titles which state only that you are
subject to risks that can significantly affect your business do not
highlight or summarize the risks to investors.  Please consider
amending your risk factors to disclose the risk to investors in the
titles and in the first few sentences of each of the risk factors.



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 a 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.


As appropriate, please amend your filing 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.


*  *  *  *


Any questions should be directed to Michael Reedich, Attorney-Advisor,
at (202) 942-1815 or me at (202) 942-1840.

								Sincerely,



								Jeffrey Riedler
								Assistant Director


cc:  	Robert S. Messineo, Esq.
	Weil, Gotshal & Manges LLP
	767 Fifth Avenue
New York, NY 10153




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