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Correspondence Letter

 Amedisys, Inc.

 11100 Mead Road, Suite 300

 Baton Rouge, LA 70816

 December 19, 2005

 VIA EDGAR and US MAIL

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Attention: Jim B. Rosenberg, Senior Assistant Chief Accountant

 450 Fifth Street, NW

 Washington D.C. 20549

Re:

Amedisys, Inc.

Form 10-K for the Fiscal Year ended December 31, 2004,

            Filed March 17, 2005

Form 10-Q for the Period Ended September 30, 2005,

            Filed November 9, 2005

File No. 000-24260

 Dear
Mr. Rosenberg:

 In response to your letter dated
December 5, 2005, we are pleased to provide you with the following reply to the comments raised by the Commission on the above-referenced filings. For your convenience, we have retyped your original comments verbatim and added our responses.

 Form 10-K for the Fiscal Year Ended December 31, 2004

 Item 7. Management’s Discussion and Analysis of
Financial Condition and…page 27

 Critical Accounting
Policies, page 32

1.
Please provide us with the following, as if you had disclosed it in your filing:

a.
For each period presented, quantify and disclose the amount of changes in estimates of prior period contractual reimbursement adjustment that you recorded during the current period.
For example, for 2004, this amount would represent the amount of the difference between estimates of

these adjustments for services provided in 2003 and the amount of the new estimate or settlement amount that was recorded during 2004.

 Response: In our Form 10-K/A, we believe that we have disclosed the
requested information in Note 12 to our audited consolidated financial statements. We provide a similar disclosure in Note 13 of our Form 10-Q filing for the three-month period ended September 30, 2005.

 Excerpts from Note 12 of our Form 10-K/A are provided, with relevant
information in bold and underscored. Also note that no disclosure was provided for the year ended December 31, 2004, as there was no impact for this issue during such fiscal year. Our future filings will contain a statement in the MD&A
section referring the reader to the appropriate Note to our financial statements that includes the information that quantifies and discloses the amounts of changes in estimates of prior period contractual reimbursement adjustment that was recorded
in the current period.

 Excerpts from Note 12. AMOUNTS DUE TO AND DUE FROM
MEDICARE:

 …The following table summarizes the cost
report activity included in the amounts due to/from Medicare related to Cost Reports (amounts in thousands):

Cost report
reserves

 Amounts recorded at December 31, 2001

$
14,172

 Cash payments made

(4,389
)

 Settlements received

2,063

 Reserve for re-opened 1997 cost reports

1,001

 Amounts recorded at December 31, 2002

$
12,847

 Cash payments made

(8,507
)

 To change estimated amounts owed to Medicare

402

 Settlements received

2,101

 Amounts recorded at December 31, 2003

$
 6,843

 Settlements received

29

 Amounts recorded at December 31, 2004

$
 6,872

 Also in the
fourth quarter of 2001, CMS completed audits of the filed cost reports for the 1999 cost report year. Based on information received from the completed audits, the Company determined that the 2% audit adjustment factor, withheld from the initial
review conducted by the intermediary in 2000, would be refunded less any additional audit adjustments. Based on guidance received from the intermediary, the fiscal 1999 provider cost reports for those providers the Company purchased from
Columbia/HCA in December, 1998 were to receive an additional month of costs because the intermediary allowed the Company to file a 13 month cost report. Even though Amedisys did have unfavorable audit adjustments, the net effect of the additional
allowable cost and the refunded 2% audit adjustment factor resulted in a net receivable from Medicare. As a result of this information, the Company reversed the previously established $1.2 million due to Medicare for the 2% audit adjustment
factor with an increase to revenue in the fourth quarter of 2001.

 During the third and fourth quarters of 2002, the Company received cash settlements of $2.1
million from Medicare related to tentative settlements of the fiscal 2000 cost reports. This receivable was netted against the amounts due to Medicare on the balance sheet in the current-portion of Medicare liabilities, therefore, receipts of
these settlements had no income statement impact.

 In October 2002 the Company received notice from CMS that the fiscal 1997 Amedisys cost reports were being re-opened. In response to this notification from the intermediary, the Company established a liability of $1.0 million
for amounts that are probable to be assessed during the re-opening of the 1997 cost reports, due to different interpretations of reimbursement regulations between the intermediary and the Company. The increase in liability resulted in a
decrease to revenue in the fourth quarter of 2002. CMS has yet to complete the audit on these cost reports.

 During the third and fourth quarters of 2003, the Company received cash settlements of $2.1 million from Medicare related to the settlements
of the fiscal 1999 cost reports. This receivable was netted against the amounts due to Medicare on the balance sheet in the current-portion of Medicare liabilities, therefore, receipts of these settlements had no statement of operations
impact.

 During the second quarter of 2003, the
Company recognized $0.4 million as a decrease to revenue to offset settlements received in excess of amounts previously recorded.

b.
Quantify and disclose the reasonably possible effects that a change in estimate of unsettled amounts from third party payors as of the latest balance sheet date could have on
financial position and operations.

 Response: We accrued an aggregate payable of approximately $9.3 million and $11.6 million as of December 31, 2004 and September 30, 2005, respectively, for estimated Medicare liabilities. The $9.3 million payable to
Medicare at December 31, 2004 is comprised of $6.8 million of cost report reserves and $2.5 million of PPS payment adjustment reserves, and the $11.6 million liability at September 30, 2005 is comprised of $8.9 million of cost report
reserves and $2.7 million of PPS payment adjustments reserves. We periodically review our reserve position and prior to each quarter end, perform a detailed review of the composition of our aggregate Medicare payable. As disclosed in Note 13 of our
Form 10-Q filing for the three-month period ended September 30, 2005, we settled approximately $0.7 million in open cost reports, reduced our reserve by $0.6 million and added an aggregate payable of $3.4 million that was primarily related to
our 2005 acquisitions.

 Based upon our review of all known
available information, we believe that we disclose amounts in our consolidated financial statements that are reasonably estimable and probable as of that date. We do not believe with any degree of certainty that we can arrive at any meaningful
quantifiable amount that would represent the reasonably possible effects resulting from a change in estimate and can only represent that for each 1% that actual settlements differ from our estimates, our reserves will be positively or
negatively impacted by approximately $0.1 million.

c.
Disclose in comparative tabular format, the aging of accounts receivable, by payor class. The aging schedule may be based on management’s own reporting criteria (i.e.,
unbilled, less 30 days, 30 to 60 days, etc.) or some other reasonable presentation. At a minimum, the disclosure should indicate the past due amounts and a breakdown by payor class.

 Response: The table below details the aging of our accounts
receivable by payor class as of December 31, 2004 and December 31, 2003. Our aging process begins when the service is billed. (In thousands)

Current

31-60

61-90

91-120

Over 120

Total

 December 31, 2004

 Medicare

$
940

$
7,317

$
7,456

$
3,219

$
2,578

$
21,510

 Medicaid

345

166

152

177

722

1,562

 Private

1,243

700

543

320

2,351

5,157

 Total

2,528

8,183

8,151

3,716

5,651

28,229

 Allowance for doubtful accounts

(3,751
)

 Net accounts receivable

$
24,478

 December 31, 2003

 Medicare

$
1,264

$
4,183

$
4,259

$
1,504

$
540

$
11,750

 Medicaid

608

47

34

23

688

1,400

 Private

1,512

434

297

200

2,600

5,043

 Total

$
3,384

$
4,664

$
4,590

$
1,727

$
3,828

18,193

 Allowance for doubtful accounts

(3,008
)

 Net accounts receivable

$
15,185

d.
If you have amounts that are pending approval from third party providers (i.e. Medicaid pending), please disclose the balances of such amounts, where they have been classified in
your aging buckets, and what payor classification they have been grouped with. If amounts are classified outside of self-pay, tell us why this classification is appropriate, and disclose the historical percentage of amounts that get reclassified
into self-pay.

 Response: At
December 31, 2003, there is Medicare accounts receivable of $0.4 million pending approval of the Change of Ownership by Center for Medicare Services (“CMS”) for the St. Luke’s, Houston location

purchased November 1, 2003. The balance pending for the same location classified as Medicaid is $0.1 million. These are included in our current aging category.

 At December 31, 2004, there is Medicare
accounts receivable of $2.6 million pending approval from CMS for certain acquisitions completed in 2004, which was ultimately collected. The balance, pending approval on Medicaid is $0.1 million. These are included in our current aging category.

 Regarding your question asking whether amounts are
classified outside of self-pay, we do not believe that this question applies to the home health care industry. Within the home health operations of Amedisys, Inc., classification or reclassification of amounts as self-pay would not be appropriate,
and only immaterial amounts of revenue would be so classified. No amounts that are classified as outside of self-pay are subsequently reclassified as self-pay.

e.
State the steps you take in collecting accounts receivable. Disclose your policy with respect to determining when a receivable is recorded as a bad debt and when a write-off is
recorded. Clarify the threshold (amount and age) for account balance write-offs.

 Response: Our collection process begins with a concerted effort to ensure that our billing is accurate. As disclosed in Note 2 of our Form 10-K/A,
we derived approximately 93% and 91% of our net service revenue from the Medicare system for the years ended December 31, 2004 and 2003, respectively with a 99% cash collection realization. Our pre-billing process includes a Medicare claim
scrubber to improve the quality of filed claims data in an effort to reduce the volume of collection effort on these accounts. Non-Medicare accounts are billed based upon payor requirements and include multiple third party payors. We routinely
perform pre-billing reviews to improve the quality of filed claims and have installed multiple checkpoints when claims are not processed timely. Less than 1% of our non-Medicare business is self-pay. For non-Medicare third party payors and for
self-pay, if payment has not been received within prescribed periods, collection personnel contact payors to determine why payment has not been made and claims are resubmitted if necessary. Collections personnel also bill patients for any
co-payments and make a good faith effort to collect these amounts. There are a very small number of contracts that require a patient co-payment. If a claim has been denied, an appeal is filed with the payor. If, through individual review of
accounts, it is determined that all efforts have been exhausted a write-off is generated. We have historically elected not to litigate uncollected self-pay amounts, but may do so in the future. The Company has authorizations required to initiate and
post these write offs to its system.

 We routinely record an allowance for bad debts based upon our historical collection experience. Accounts
are written off against the allowance only when all collection efforts have been exhausted.

f.
Disclose the days sales outstanding for each period presented and discuss the reasons for significant changes from period to period.

 Response: Days sales outstanding were 45.4 days and 46.6 days at
December 31, 2004 and 2003, respectively, and are considered comparable. Our calculation is derived by dividing the average net accounts receivables for the twelve-month periods ended December 31 of each year by the average daily net
patient revenues for the twelve-month periods ended December 31 of each year.

 Medicare Revenue Recognition, page 32

2.
Please provide us with disclosures that would have indicated the amount of revenue not completed as of the latest balance sheet and the impact that reasonably likely changes in the
Medicare reimbursement rates would have had on your financial results, as you disclosed that the impact of such a change could be material.

 Response: The amount of Medicare revenue recognized in fiscal 2004 from episodes not completed as of December 31, 2004 was $18.0 million,
which included an amount of approximately $0.3 million to account for an announced change to the base episode amount which was effective for all episodes completed on or after January 1, 2005 (see page 32 of our Form 10K/A). We are aware of no
other Medicare proposed regulations that would have impacted episodes in progress as reported in our December 31, 2004 balance sheet.

 Item 9A. Controls and Procedures, page 41

 Management’s Annual Report on Internal Control over Financial Reporting, page 41

3.
Regarding the acquisitions excluded from the scope of the evaluation, please provide us with disclosures that would have elaborated on their significance to your consolidated
financial statements, not just to total net service revenues. Please refer to the

answer to Question 3 of the Division of Corporation Finance: Frequently Asked Questions – Management’s Report on Internal Control over Financial Reporting…

 Response: All of the acquisitions
completed in fiscal 2004 and listed in Note 2 to our audited consolidated financial statements (page F-14 of our 10K/A) were excluded from the scope of the evaluation of internal controls. As disclosed, these acquisitions accounted for approximately
8.9% of total net service revenue for the year ended December 31, 2004. These acquisitions accounted for approximately 9.4% of our operating expenses and 3.6% of operating income for the year ended December 31, 2004 on our audited
consolidated balance sheet as of December 31, 2004. We will provide additional disclosure in future filings where we deem such information to be significant.

 Consolidated Financial Statements, page F-1

 Consolidated Statements of Cash Flows, F-6

4.
Please tell us how considering changes in your Medicare liabilities as a financing activity is appropriate, including how it complies with paragraphs 18 through 20 of SFAS 95. Based
upon your disclosures in Note 12, it is unclear why they should not have been considered to be an operating activity, as contemplated by paragraph 22 through 24.

 Response: We consider that the amounts shown in the our audited consolidated statements of cash flows for the years
ended December 31, 2003 and 2002 and classified as “Cash Flows from Financing Activities” $6.3 million and $3.4 million, respectively as appropriate for the following reason – see also the description noted in paragraph 2 of Note
12 on Page F-30 of our Form 10-K/A for the year ended December 31, 2004.

 At the time when audits of cost reports are completed, we were granted an option to repay amounts due over a period of up to thirty-six months with interest at the applicable rate. Any amounts due could be prepai