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REGIONAL
HEALTH PROPERTIES, INC.

454
Satellite Boulevard NW, Suite 100

Suwanee,
Georgia 30024

(678)
869-5116

February
14, 2023

BY
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

  Attn:
  Office of Mergers and Acquisitions

  Office of Real Estate and
  Construction

 Re: Regional
                                            Health Properties, Inc.’s Registration Statement on Form S-4 filed on February 14,
                                            2023

Ladies
and Gentlemen:

Regional
Health Properties, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “Commission”)
a Registration Statement on Form S-4 (File No. 333-256667) on June 1, 2021,
as amended by Amendment No. 1 thereto filed on July 2, 2021, Amendment No.
2 thereto filed on February 11, 2022 and Amendment No. 3 thereto filed on February 22, 2022 (as amended, the “Prior Registration
Statement”), and a Schedule TO-I/13E-3 on February 11, 2022, as amended by Amendment No. 1 thereto filed on February 22, 2022.
The Prior Registration Statement was declared effective by the Commission on February 25, 2022. The Prior Registration Statement related
to a proposed exchange offer (the “Prior Exchange Offer”) of one share of the Company’s 10.875% Series A Cumulative
Redeemable Preferred Shares (the “Series A Preferred Stock”) for one newly issued share of the Company’s 12.5%
Series B Cumulative Redeemable Preferred Shares (the “Series B Preferred Stock”). The Company held a special meeting
of the holders of the Series A Preferred Stock and holders of the Company’s common stock (the “Common Stock”)
for such holders to vote on the proposals related to the Prior Exchange Offer. The Prior Exchange Offer was terminated on July 25, 2022
as a result of the failure to obtain the requisite shareholder approval for the Common Charter Amendment Proposal (as defined in the
Prior Registration Statement), which was a condition to the closing of the Proposed Exchange Offer that could not be waived.

The
Company has today filed a Registration Statement on Form S-4 (the “New Registration Statement”) with the Commission
via EDGAR. The New Registration Statement relates to a proposed exchange offer of one share of Series A Preferred Stock for one newly
issued share of Series B Preferred Stock (the “New Exchange Offer”). The terms of the New Exchange Offer are substantially
the same as the terms of the Prior Exchange Offer, except as set forth below. The Company will hold a special meeting (the “New
Special Meeting”) of the holders of the Series A Preferred Stock and the holders of the Common Stock and the Company’s
newly issued Series E Redeemable Preferred Shares (the “Series E Preferred Stock”) to vote on proposals related to
the New Exchange Offer.

The
Series B Preferred Stock Proposal (as defined in the New Registration Statement) has been revised to (i) provide that the proposed amendment
to the Company’s Amended and Restated Articles of Incorporation (as currently in effect, the “Charter”) to increase
the authorized number of shares of preferred stock to 6,000,000 shares is temporary to accommodate the closing of the New Exchange Offer
and (ii) include, as part of the proposal, a subsequent amendment to the Charter to decrease the authorized number of shares of preferred
stock to 5,000,000 shares, following the consummation of the New Exchange Offer.

In
addition, the Common Charter Amendment Proposal (as defined in the New Registration Statement) has been revised to (i) provide that the
proposed amendment to the Charter to increase the authorized number of shares of the Company to 61,000,000 shares, consisting of 55,000,000
shares of common stock and 6,000,000 shares of preferred stock, is temporary to accommodate the closing of the New Exchange Offer and
(ii) include, as part of the proposal, a subsequent amendment to the Charter to decrease the authorized number of shares of the Company
to 60,000,000 shares, consisting of 55,000,000 shares of common stock and 5,000,000 shares of preferred stock, following the consummation
of the New Exchange Offer.

Further,
on February 13, 2023, the Company’s Board of Directors declared a dividend of one one-thousandth (1/1,000th) of a share of Series
E Preferred Stock for each outstanding share of Common Stock, payable on February 28, 2023 to shareholders of record of Common Stock
as of 5:00 p.m. Eastern Time on February 27, 2023. The holders of Series E Preferred Stock have 1,000,000 votes per whole share of Series
E Preferred Stock (i.e., 1,000 votes per one one-thousandth of a share of Series E Preferred Stock) and are entitled to vote with
the Common Stock, together as a single class, on the Common Charter Amendment Proposal and the Adjournment Proposal (each as defined
in the New Registration Statement), but are not otherwise entitled to vote on the other proposals to be presented at the New Special
Meeting.

Please
call Clinton W. Rancher or Joshua Davidson of Baker Botts L.L.P. at (713) 229-1820 or (713) 229-1527, respectively, if you have any questions
regarding the foregoing.

[Signature
on following page]

    Very
truly yours,

    REGIONAL
    HEALTH PROPERTIES, INC.

    By:
    /s/
    Brent Morrison

    Brent
    Morrison

    Chief
    Executive Officer and President

    cc:
    Clinton
    W. Rancher, Baker Botts L.L.P.

    Joshua
    Davidson, Baker Botts L.L.P.