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REGIONAL
HEALTH PROPERTIES, INC.

454
Satellite Boulevard NW, Suite 100

Suwanee,
Georgia 30024

(678)
869-5116

April
27, 2023

BY
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:

    Dan
    Duchovny

    Office
    of Mergers and Acquisitions

    Kibum
    Park

    Office
    of Real Estate and Construction

    Re:

    Regional
    Health Properties, Inc.

    Registration
    Statement on Form S-4

    Filed
    on February 14, 2023

    File
    No. 333-269750

    Schedule
    13E-3 filed by Regional Health Properties, Inc.

    Schedule
    TO-I filed by Regional Health Properties, Inc.

    File
    No. 005-83967

    Filed
    on February 14, 2023

Ladies
and Gentlemen:

Set
forth below are the responses of Regional Health Properties, Inc. (“we” or the “Company”) to the
comments set forth in the comment letter of the staff of the Office of Mergers and Acquisitions (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) dated March 8, 2023 (the “Comment Letter”)
with respect to the above referenced Registration Statement on Form S-4, File No. 333-269750 (the “Registration Statement”),
filed with the Commission on February 14, 2023. In connection with this response letter, the Company has filed Amendment No. 1 to the
Registration Statement (“Amendment No. 1”) with the Commission today via EDGAR. The changes reflected in Amendment
No. 1 include those made in response to the Staff’s comments.

For
your convenience, we have summarized below in bold type each comment of the Staff contained in the Comment Letter. The Company’s
response to each comment is set forth immediately below the text of each comment. Capitalized terms used but not defined herein have
the meanings ascribed to such terms in Amendment No. 1.

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Registration
Statement on Form S-4

Questions
and Answers, page 4

 1. Please
                                            add a question and answer describing whether holders of Series A shares are restricted to
                                            vote their shares in any specific way based on their intent to tender or vice versa.

RESPONSE:
In response to the Staff’s comment, the Registration Statement has been revised to add the requested question and answer. Please
see page 8 of Amendment No. 1.

Special
Factors - Determination of Fairness of the Exchange Offer by the Company, page 38

 2. Please
                                            remove the language that “the Company may be deemed to be engaged in a ‘going
                                            private’ transaction” (emphasis added) as you have determined to file a Schedule
                                            13E-3.

RESPONSE:
In response to the Staff’s comment, the Company has revised the disclosure on page 38 of Amendment No. 1.

 3. Please
                                            revise this section to state whether the board has made a fairness determination as to unaffiliated holders of Series A preferred stock.

RESPONSE:
In response to the Staff’s comment, the Company has revised the disclosure on page 39 of Amendment No. 1.

 4. Refer
                                            to the first bullet point on page 39. Please provide support for the conclusion expressed
                                            therein.

RESPONSE:
In response to the Staff’s comment, the Company has revised the disclosure on page 39 of Amendment No. 1.

 5. Please
                                            refer to the third bullet point on page 39. We note that except for a higher dividend, which
                                            is not payable for more than four years, the terms of the Series B preferred stock do not
                                            appear to be an improvement over the terms of the Series A. Please revise to explain why
                                            you believe this bullet point is included as supportive of the fairness determination.

RESPONSE:
In response to the Staff’s comment, the Company has revised the disclosure on page 39 of Amendment No. 1.

 6. Please
                                            expand your disclosure in the first two bullet points on page 40 to describe how these factors
                                            were supportive of your fairness determination.

RESPONSE:
In response to the Staff’s comment, the Company has revised the disclosure on pages 40-41 of Amendment No. 1.

 7. Please
                                            revise your disclosure to discuss all of the factors referenced in instruction 2 to Item
                                            1014 of Regulation M-A.

RESPONSE:
In response to the Staff’s comment, the Company has revised the disclosure on pages 40-41 of Amendment No. 1.

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The
Special Meeting, page 52

 8. We
                                            note proposal number two contains two proposals for the holders of Series A preferred stock
                                            shares: one proposal is asking shareholders to vote to increase and then decrease the number
                                            of authorized shares of preferred stock while the other requests shareholders to vote to
                                            approve the creation of the Series B preferred stock. Similarly, proposal one for the holders
                                            of Common Stock and Series E Preferred Stock contains two proposals: one proposal is asking
                                            shareholders to vote to approve several amendments to your charter relating to the Series
                                            A preferred stock while the other requests shareholders to vote to increase and then decrease
                                            the number of authorized shares of preferred stock. Please unbundle each of these proposals
                                            to allow shareholders to vote separately on material matters. Alternatively, provide us with
                                            your analysis as to why you are not required to unbundle these proposals. Please refer to
                                            Rule 14a-4(a)(3) of Regulation 14A.

RESPONSE:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has reviewed Rule 14a-4(a)(3)
of Regulation 14A and guidance issued by the Staff with respect thereto and does not believe the Company is required to unbundle the
components of either the Series B Preferred Stock Proposal or the Common Charter Amendment Proposal.

In
each of the proposals in question, the Company requests the applicable class of shareholders to increase and then decrease the number
of authorized shares of preferred stock. The requested temporary increase in the number of authorized shares of preferred stock is designed
to facilitate the issuance of the Series B Preferred Stock in certain circumstances. Because the shares of Series B Preferred Stock are
consideration in the Exchange Offer and must therefore be authorized, created, designated and issued immediately prior to the completion
of the Exchange Offer, if more than 2,188,465 shares of Series A Preferred Stock are tendered and accepted for exchange by the Company
in the Exchange Offer, the Company will have exceeded its authorized number of shares of preferred stock for a moment in time until the
Exchange Offer is completed and the shares of Series A Preferred Stock tendered in the Exchange Offer are retired and restored to the
status of authorized but unissued shares of undesignated preferred stock.

Pursuant
to the guidance in Question 101.01 of the Exchange Act Rule 14a-4(a)(3) Compliance and Disclosure Interpretations, the Staff notes that
“multiple matters that are so ‘inextricably intertwined’ as to effectively constitute a single matter need not be unbundled.”
With respect to the vote of the holders of Series A Preferred Stock, the Company believes the voting items in question are “inextricably
intertwined” because the temporary increase facilitates the completion of the Exchange Offer in certain circumstances and has no
other independent purpose.

Similarly,
pursuant to the guidance in Question 101.02 of the Exchange Act Rule 14a-4(a)(3) Compliance and Disclosure Interpretations, the Staff
notes that it “would not ordinarily object to the bundling of any number of immaterial matters with a single material matter”
and that, in determining materiality, “registrants should consider whether a given matter substantively affects shareholder rights.”
With respect to the vote of the holders of Common Stock and Series E Preferred Stock, the Company believes the temporary increase is
not material to such holders and does not substantively affect their rights. Before and after the temporary increase, the Company will
have (i) authorized share capital of 60,000,000 shares, consisting of 55,000,000 shares of common stock and 5,000,000 shares of preferred
stock, and (ii) 2,811,535 shares of preferred stock outstanding. Moreover, the Series E Preferred Stock has no significant economic rights
and will be redeemed in connection with the Special Meeting. The temporary increase therefore does not substantively affect the rights
of the holders of Common Stock and Series E Preferred Stock.

For
these reasons, the Company believes that the components of each of the Series B Preferred Stock Proposal and the Common Charter Amendment
Proposal should not be considered separately, and the Company respectfully submits that the holders of Series A Preferred Stock and the
holders of Common Stock and Series E Preferred Stock should instead consider each of the Series B Preferred Stock Proposal and the Common
Charter Amendment Proposal, as applicable, as currently drafted.

*
* * * *

If
you have any questions with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact
the undersigned at (678) 368-4402 or Clinton W. Rancher of Baker Botts L.L.P. at (713) 229-1820.

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    Very truly yours,

    REGIONAL HEALTH PROPERTIES, INC.

    By:

    /s/ Brent Morrison

    Brent
Morrison

    Chief
Executive Officer and President

    cc:

    Joshua
    Davidson, Baker Botts L.L.P.

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

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