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September 8, 2005

Mr. Jim B. Rosenberg, Senior Assistant Chief Accountant
Division of Corporation Finance
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Re:  Almost Family, Inc.
     Form 10-K for the fiscal year ended December 31, 2004
     Filed March 31, 2005
     File No. 1-09848

Dear Mr. Rosenberg;

The following responses are to the questions contained in your correspondence
dated July 22, 2005 for the corporation and filing listed above.

The Company responded to SEC Comment #'s 1, 2(a-f), 3 and 4 in our response
letter filed on August 26, 2005. This is our second response and addresses
comments #5 and #6 of your July 22, 2005 correspondence related to our
accounting for the Franklin Litigation and the Kentucky Transportation matters.

Sale of Adult Day Care Segment and Implications on Disclosures

Our first response dated August 26, 2005 included the following update:

On August 3, 2005, after receipt of your letter of comment and prior to the
drafting of this response, the Company entered into a definitive agreement for
the sale of its Adult Day Care (ADC) operating segment. The transaction is
structured as a sale of all of the assets and substantially all of the
liabilities of the ADC segment. It is expected to close on or about September
30, 2005. The segment is being sold for $13.6 million in cash plus assumption of
approximately $1.5 million in capital lease obligations. The Company expects to
report a gain on the transaction of between $5 million and $6 million.

The ADC segment is one of three operating segments the Company currently
operates. It generated approximately 24% of the Company's revenues for the
fiscal year ended December 31, 2004. Management plans to file, on Form 8-K
following closing, the appropriate pro-forma financial information required for
the sale of a significant segment of its business.

In the third quarter of 2005, the ADC segment will be reclassified to
"discontinued operations" with the Company's two remaining segments as
continuing operations. Given this significant change in the Company's business
and the impact it has on management's view of the materiality of certain
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disclosures, management expects to significantly revise the disclosures made
throughout the Form 10-K for the fiscal year ending December 31, 2005.
Specifically, the absence of the ADC segment will increase the relative
materiality of the other two operating segments, and management anticipates
expanding its disclosures relating to those segments, particularly those
relating to revenues and receivables in the VN segment.

SEC COMMENTS AND THE COMPANY'S RESPONSES

The Company responded to SEC Comment #'s 1, 2(a-f), 3 and 4 in our response
letter filed on August 26, 2005

SEC Comment #5.:

Note 9. Commitments and Contingencies
Legal Proceedings

Please tell us why you believe a ruling in favor for the plaintiff in the
Franklin litigation case would not require an accrual under SFAS 5.

Management's Response to SEC Comment #5.

Franklin Litigation

Case Facts

The following background information is important to understanding the basis of
the Company's appeal of the trial court's disregard of the "good faith business
judgment rule."

The genesis of this case dates back to a 1987 investment made by Franklin
Capital Associates (Franklin), a Franklin, TN based venture capital fund with
$200 million under management, in National Health Industries, Inc. (NHI). NHI,
in 1987, was a Louisville KY based privately-held home care company operated by
William B. Yarmuth (the Company's current CEO) and owned by Mr. Yarmuth and
members of his family. In 1987 Franklin made a venture-capital investment of
approximately $850,000 in NHI in return for preferred stock. Subsequently but
before 1991, Franklin made a loan to NHI of approximately $500,000 in the form
of subordinated convertible debt.

In December 1990, NHI proposed a merger with Senior Service Corporation, a small
publicly traded provider of adult day care services based in Stamford CT. (Note
that Senior Service Corporation, with its name later changed to Almost Family,
Inc., is the registrant.) Franklin opposed the merger. Franklin would only agree
to the merger if a) NHI repaid the debt at closing and b) the Company agreed to
register the shares of the Company issued to the shareholders of NHI in exchange
for their NHI shares.

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The parties agreed to the following provision in the merger documents:

"The Company shall use its best efforts to register on Form S-3 the shares being
issued in the merger ..."

Note that at this point Mr. Ken Hamlet was CEO of the Company and was  directing
the negotiations  from the Company's  perspective.  Mr. Yarmuth was at this time
the  CEO of NHI  and  was on the  same  side  of the  contract  negotiations  as
Franklin.

The opinion of the Company's counsel, drafted for the benefit of the NHI
shareholders, which accompanied the closing documents explained that there was
an issue with the use of Form S-3. Specifically, that absent a waiver from the
SEC, the Company would not be entitled to the use of Form S-3 since the
unavailability of audited financial statements of a subsidiary of NHI for two
years (although one year was available) would not permit all required 1934 Act
filings to be timely made. The opinion of counsel further explained that the
Company would seek a waiver of financial statement requirement from the SEC in
the form of a "no action" letter thus enabling the Company to fulfill its "S-3"
contractual obligation.

The merger was consummated on February 5, 1991. The Company promptly on February
21, 1991 sought, in writing, the aforementioned waiver from the SEC. The SEC in
writing by letter dated February 22, 1991 denied the waiver.

Immediately following the merger, the Company had consolidated revenues of
approximately $21 million, an after-tax loss of approximately $5 million, and
approximately $18 million of debt. At the time the Company's debt to equity
ratio was 2:1. Mr. Yarmuth was named Chief Operating Officer, while the CEO of
the Company was Mr. Ken Hamlet.

Some months later, the Company's headquarters were moved to Louisville, the
executive officers of the Company resigned and the executive officers of NHI
became the executive officers of the Company. Mr. Hamlet left the Company and
Mr. Yarmuth became the CEO. The Company's name was changed to "Caretenders
HealthCorp" and its stock symbol changed to CTND. "Caretenders" was long the
trade name under which NHI's home health businesses operated. (Note that some
years later, the Company's name and stock symbol were changed to the current
"Almost Family, Inc." and AFAM.)

NHI's primary objectives in the merger were a) obtaining access to the public
equity markets both to provide liquidity for shareholders and as a means of
raising capital and b) acquiring the adult day care operations which were viewed
as potentially synergistic with NHI's home health operations.

Immediately following the merger, the Company's management team was focused
first and foremost on integrating the merged companies, turning the operating
losses into operating profits and restructuring the Company's capital to reduce
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its debt load. This included the sale, for cash, of certain of the Company's
business units in four separate transactions from 1991-1993.

Based on its request to the SEC for a waiver to use the Form S-3, the Company
believed it had already met its "best efforts" contractual commitment to
register "on Form S-3" the shares issued to the NHI shareholders. Nonetheless,
the Company filed a registration statement on Form S-1 on March 20, 1992
attempting to register the shares so issued. Note that Mr. Yarmuth, (who along
with all the former NHI shareholders including Franklin was holding
un-registered shares of the Company) became CEO of the Company in March 1992.

The SEC comment letter responding to the initial Form S-1 contained 95 comments,
the most significant of which related to the Company's financial viability and
its debt load. The Company proceeded over the course of the next several months
to respond to SEC comments and filed 5 amendments to the Form S-1 receiving and
responding to a total of 206 SEC comments in the process.

The registration was ultimately declared effective in April 23, 1993. At the
time the registration statement ultimately became effective, the Company had
improved its operations to $36 million in revenue, positive operating income of
$611,000 (a $6 million turn-around), reduced its debt load to $8 million and
reduced its debt to equity ratio from 2:1 to 1:2.

Franklin began selling its shares as permitted under Rule 144 in February, 25
1993 and sold its last shares in December 27, 1995. Franklin's proceeds on its
$750,000 investment were $1.2 million, for a total gain of about $500,000 over
its holding period. On January 26, 1994, Franklin filed suit against the Company
in Tennessee state court, alleging that the Company failed to use its "best
efforts" to register the shares held by Franklin as expeditiously as possible
and that Franklin suffered damages as a result of such failure.

Note that the venue chosen by Franklin was Williamson County, Tennessee.
Williamson County Court is seated in the city of Franklin TN, the city in which
Franklin is based and from which it takes its name. According to the US Census
Bureau 2000 census, the population of Franklin TN in 2000 was about 40,000.

The first trial in this matter took place in February 2000. After several days
presenting its case, the plaintiff rested. On the next morning of the trial, as
the defendant was about to begin presenting its case, the plaintiff's counsel
filed a motion with the court for the voluntary dismissal of the case without
prejudice. Under Tennessee law, a plaintiff is permitted to do so and re-file
its claim at a later date.

In 2001, Franklin re-filed its claim, again in Williamson County Court. A new
judge was assigned to the case. Importantly, the judge had formerly been
employed by the law firm representing the plaintiff. After serious consideration
and consultation with its legal counsel, the Company decided not to ask the
judge to recuse himself.
<PAGE>

The second trial in this matter took place in February 2003. Following the bench
trial, the judge found that the Company failed to fulfill its contractual
commitment to use its "best efforts" in registering Franklin's shares. The judge
in his ruling agreed with the testimony of plaintiff's "expert witness" that the
standard for best efforts is "what a similarly situated competent company"
should be able to accomplish. Thus the judge ruled that "best efforts" should be
judged not by the "efforts" undertaken but by the results accomplished. The
judge found un-compelling our arguments that the specific wording of the
contract " to register on Form S-3..." actually limited the Company's commitment
to a short-form S-3 registration commitment. Further, even absent the S-3
argument, the judge found un-compelling the Company's work in having the Form
S-1, declared effective, including filing five amendments and clearing over 200
SEC comments, as evidence of the Company's use of its best efforts to register
the shares.

Regarding damages, the judge found that Franklin was entitled to the all-time
single day high share price during the period starting with the earliest date
the judge found the shares should have been registered and ending with the date
of Franklin's last sale of stock. The judge recognized the need for a "block
discount" to be applied due to the relatively large block owned by Franklin and
the effect such a large single day trade would likely have on the share price.
The judge found that the appropriate discount to market should be 25% but then
erred in the calculation of damages. Assuming the judge was correct in choosing
the all-time single day high share price, in calculating the damages the judge
should have applied the 25% discount to this share price, multiplied by the
number of shares sold, to determine the gross proceeds; Franklin's actual
proceeds would then be subtracted from these theoretical gross proceeds to
measure the damages. Instead, the judge calculated the gross proceeds by simply
multiplying the all time single day high share price by the number of shares
sold, subtracted the actual proceeds from these gross proceeds, and then applied
the 25% discount to the spread between the gross and the actual proceeds. This
calculation is not the appropriate manner to calculate a discount and had the
distorting effect of overstating the finding of damages by approximately
one-third.

Following the judge's ruling, the Company filed a request for reconsideration on
a number of matters including:
a)       the judge's disregard of the "good faith business judgment rule," which
         permits companies to use management's good faith business judgment to
         prioritize its tasks, obligations and fiduciary duties when fulfilling
         a "best efforts" commitment. In fact, absent such consideration the
         concept of "best efforts" would be meaningless.

b)       The judge's mathematical error in the calculation of damages.

Subsequently, the trial judge issued a very brief order in which the requests
for reconsideration were simply denied with no explanation offered.
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The Company promptly appealed the decision to the Tennessee Court of Appeals
which is seated in Nashville TN. Briefs have been filed and oral arguments have
been heard but no ruling has yet been made.

The Company appealed the trial court's decision based on errors the Company and
its counsel believe the trial court made. Included in those errors asserted in
the appeal are a) the court's disregard of the "good faith business judgment
rule" applicable to all Delaware corporations and b) the mathematical error made
by the court in the determination of the amount of damages awarded. Correction
of the mathematical error would reduce the amount of the damages awarded from
approximately $985,000 to approximately $663,000.

What Management Believes About This Case
Management believes that the facts in this case clearly show that the Company
met, if not exceeded, its contractual obligation of best efforts in pursuing the
registration of the shares at issue through its request for the S-3 waiver and
six separate S-1 filings with the SEC. Management believes that the measure of
best efforts is "efforts" and not the results a theoretically similarly situated
company could have achieved. Nonetheless, management believes that a similarly
situated company would have achieved no better results.

Management believes that the judge inappropriately and simply disregarded the
responsibility and fiduciary duty of the Company to balance the desires of one
shareholder or group of shareholders against the good of the entire Company and
its entire shareholder base. To disregard the Company's inherent responsibility
to maintain such a balance is to disregard the clear language of the "best
efforts" contract.

Given the facts in this case, including the facts surrounding the trial, the
trial court, the venue, the disregard by the court of pertinent points of law,
the obvious mathematical error made by the court in the calculation of judgment
and the court's refusal to articulate its rationale upon our request for
reconsideration, management seriously questions the impact of the trial venue on
the outcome in this case.

Contrary to what might appear "normal," management believes that its chances of
prevailing at the appellate level are in fact higher and not lower than its
chances at the trial court level. Thus in management's view, the findings of the
trial court must be given no more weight than any other "assessment" as that
term is used in and contemplated by FAS #5.

Applicable Ac