EXHIBIT 10.9.3

                    SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

      This Amendment to Employment Agreement ("Amendment"), entered into and
effective as of August 1, 2004, by and between AMEDISYS, INC., a Delaware
corporation (the "Company"), and LARRY GRAHAM ("GRAHAM").

      WHEREAS, Company and GRAHAM are parties to that certain Employment
Agreement dated February 1, 2000, as amended (the "Agreement"), whereby the
Company and GRAHAM agreed, among other things, on the terms and condition of
GRAHAM's employment and severance with the Company.

      WHEREAS, the Company and GRAHAM desire to amend the Agreement as
specifically set forth herein.

      NOW, THEREFORE, the parties mutually agree as follows:

      1.    RECITATIONS. The above recitations are incorporated herein by this
            reference.

      2.    FIRST MODIFICATIONS TO THE AGREEMENT. Recital "B" of the Agreement
            shall be deleted in its entirety and replaced with:

            "B.   GRAHAM is employed by the Company as the President and Chief
                  Operations Officer."

      3.    SECOND MODIFICATION TO THE AGREEMENT. Section 2 of the Agreement
            shall be deleted in its entirety and replace with:

            "2.   PERFORMANCE OF DUTIES. GRAHAM shall perform such duties as are
                  usually performed by the President and Chief Operations
                  Officer of health care companies of a business similar in size
                  and scope as the Company and such other reasonable additional
                  duties as may be prescribed from time to time by the Company's
                  Chief Executive Officer which are reasonable and consistent
                  with the expectations of the Company and the Company's
                  operations, taking into account GRAHAM's expertise and job
                  responsibilities, including but not limited to, adherence to
                  internal compliance and governmental and regulatory rules,
                  regulations and applicable laws. GRAHAM shall report directly
                  to the Chief Executive Officer of the Company or his
                  designee."

      4.    THIRD MODIFICATION TO THE AGREEMENT. Section 4.1 of the Agreement
            shall be deleted in its entirety and replaced with:

            4.1 "Salary. Company shall pay to GRAHAM a base salary at the annual
            rate of $300,000.00 (the "Base Salary"). Notwithstanding anything
            herein to the contrary, the Company shall have the sole discretion
            at any time and from time to time to increase the Base Salary. Base
            Salary shall be payable in installments consistent with the
            Company's normal payroll schedule, in effect from time to time,
            subject to applicable withholding and other taxes.

      5.    EFFECT OF THIS AMENDMENT. Except as specifically stated herein, the
            execution and delivery of this Amendment shall in no way affect the
            respective obligations of the parties under the Agreement, all of
            which shall continue in full force and effect.

      6.    SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and
            inure to the benefit of the parties hereto and their respective
            successors and assigns.

      IN WITNESS WHEREOF, the parties hereto have cause this Amendment to be
executed, effective as of the date and year first written above.

                                          AMEDISYS, INC.

                                          By: /s/ William F. Borne
                                              ------------------------------
                                              William F. Borne, CEO


                                              /s/ Larry Graham
                                              ------------------------------
                                              LARRY GRAHAM