As filed with the Securities and Exchange Commission on March 14, 2008

Registration No. 333-108207

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

LINCARE HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware	51-0331330
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

19387 U.S. 19 North

Clearwater, FL 33764

727-530-7700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Paul G. Gabos

Lincare Holdings Inc.

19387 U.S. 19 North

Clearwater, FL 33764

727-530-7700

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copy to:

Robert A. Schwed

Wilmer Cutler Pickering Hale and Dorr LLP

399 Park Avenue

New York, New York 10022

Telephone: 212-230-8800

Fax: 212-230-8888

Approximate date of commencement of proposed sale to public: Completed

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨                     .

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨                     .

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box .  ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box .  ¨

DEREGISTRATION OF SECURITIES

On August 26, 2003, the Securities and Exchange Commission (the “SEC”) declared effective the registration statement on Form S-3 (File No. 333-108207) (the “Registration Statement”) filed by Lincare Holdings Inc. (the “Company”) with respect to the resale on a continuous or delayed basis of an aggregate of $275,000,000 of 3.00% Convertible Senior Debentures due 2033 (the “Debentures”) and 5,156,663 shares of common stock, $0.01 par value per share, of the Company, issuable upon conversion of the Debentures (collectively with the Debentures, the “Securities”).

The Registration Statement was filed for the benefit of holders of the Debentures (the “Holders”).

The Company agreed with the initial purchasers of the Debentures (the “Initial Purchasers”) to keep the Registration Statement effective until the earlier of (i) the date on which there were no longer any Registrable Securities (as defined in the Registration Rights Agreement, dated June 11, 2003, by and among the Company and the Initial Purchasers) or (ii) two years after the date on which the Debentures were initially issued.

In accordance with such agreement, and in accordance with the Company’s undertaking under Regulation S-K Item 512(a)(3), the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to remove from registration all Securities not sold by the Holders pursuant to the Registration Statement. Accordingly, the Company hereby requests that upon the effectiveness of this Post-Effective Amendment No. 1, such Securities be removed from registration.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in Clearwater, Florida on March 14, 2008.

LINCARE HOLDINGS INC.
By:	/s/ John P. Byrnes
	John P. Byrnes
	Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ John P. Byrnes John P. Byrnes	Chairman, Chief Executive Officer and Director (Principal Executive Officer)	March 14, 2008
* Paul G. Gabos	Secretary, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer)	March 14, 2008
* Stuart H. Altman, Ph.D.	Director	March 14, 2008
* Chester B. Black	Director	March 14, 2008
* Frank D. Byrne, M.D.	Director	March 14, 2008
* William F. Miller, III	Director	March 14, 2008

* By the signature set forth below, the undersigned, pursuant to the duly authorized powers of attorney filed with the Securities and Exchange Commission, has signed this Post-Effective Amendment No. 1 to the Registration Statement on behalf of the persons indicated.

/s/ John P. Byrnes

John P. Byrnes

            (Attorney-in-Fact)