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Correspondence September 26, 2005

McKenna Long & Aldridge LLP

Suite 5300

303 Peachtree Street

Atlanta, Georgia 30308

September 26, 2005

Via EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn: Mr. Jim Rosenberg

Ms. Lisa Vanjoske

Ms. Tabatha Akins

Re:   Gentiva Health
Services, Inc.

Form 10-K for the fiscal year ended January 2, 2005 and

Forms 10-Q for the quarterly period ended April 3, 2005 and July 3, 2005

File No. 001-15669

Ladies and Gentlemen:

On behalf of Gentiva Health Services,
Inc., we are responding to the letter dated August 24, 2005 (the "Comment
Letter") from Jim Rosenberg, Division of Corporation Finance of the Securities
and Exchange Commission (the "Commission").

Set forth below are the responses to
the comments of the Commission staff (the "Staff") provided to us by Gentiva and
other parties. For ease of reference, each comment contained in the Comment
Letter appears directly above the corresponding response. Please note that
references to "we," "our," "us," "Gentiva," and the "Company" refer to Gentiva
Health Services, Inc.

For the reasons described in our
responses, we do not believe any amendments are necessary to the filings
referenced in the comments. After discussion with you, should we jointly
determine that disclosure be augmented, we believe that the disclosure should be
provided prospectively and respectfully request prospective changes only.

January 2, 2005 Form 10-K, filed March 17, 2005

Liquidity and Capital Resources, page 26

Comment 1.
Please disclose the reason for the decrease in total current liabilities from
fiscal 2003 to fiscal 2004 including why a decrease occurred when the company
appears to have grown as evidenced by increased revenues.

Response:

The primary drivers of the $9 million
decrease in total current liabilities are described in the fourth bullet at page
27 of the Form 10-K for the fiscal year ended January 2, 2005 ("Form 10-K") and
are as follows:

(1) $4 million decrease in payroll
and related taxes;

(2) $2 million decrease in
obligations under insurance programs;

(3) $3 million decrease in Medicare
liabilities;

(4) $1 million decrease in other
accrued expenses; and

(5) $1 million decrease in cost of
claims incurred but not reported;

(6) partially offset by $2 million
increase in accounts payable.

The factors stated above are described as part of the
explanation of the changes in working capital at "Liquidity and Capital
Resources - Liquidity" on page 27 of the Form 10-K.

Changes in current liabilities
between balance sheet dates are generally unrelated to the change in revenues
between fiscal years.  Current liabilities will vary between balance sheet
dates due to the timing of disbursements and related changes in reserve
balances. The
composition and causes of the $31.8 million increase in 2004 revenues over 2003
revenues are outlined on pages 20 and 21 of the Form 10-K.

Based on the above, we believe that
there has been adequate disclosure of the reasons for the decrease in total
current liabilities from fiscal 2003 to fiscal 2004 in the Form 10-K.

Critical Accounting Policies and Estimates, pages 32 - 34

Comment 2.
Please note that Critical Accounting Policies should supplement, not duplicate,
the description of accounting policies that are disclosed in the notes to the
financial statements. Please revise your critical accounting policies which we
believe should be described as critical accounting "estimates" to disclose the
uncertainties involved in applying each principle and discuss the variability
that is reasonably likely to result from the application. For each policy
identified, ensure that management has analyzed and disclosed to the extent
possible the following factors:

a.    How management arrived at the estimate;

b.    How accurate management's estimate/assumption has been in
the past, quantify changes in estimate in each period;

c.    Whether the estimate/assumption is reasonably likely to
change in the future;

d.    Evaluate the sensitivity to change of critical accounting
policies; and

e.
Disclose the amount of expense recognized in each period and where on the
statement of operations the expense is reported.

Response:

In the Form 10-K, on pages 32-34, we
have used the title "Critical Accounting Policies and Estimates" and the body of
disclosure characterizes what follows as "critical estimates." We have described
the disclosures as estimates and we undertake in the disclosure to show how our
estimation process works. We prefer therefore to retain the caption "Critical
Accounting Policies and Estimates" or, if change is required, to revise the
caption to "Critical Accounting Estimates," prospectively.

In all cases, estimating is a continuing
process. We believe that the factors you describe are disclosed in each critical
estimate to the extent they are relevant. For example, we believe that factors
"a" (management's process of establishing the estimate) and "d" (sensitivity to
change) are described in the lengthy discussion of the Prospective Payment
System in paragraph 3 under "Revenue Recognition" at page 33 of the Form 10-K.
For factor "b" (accuracy of management's estimate/assumption in the past) we
have disclosed material changes in estimates. For example, see paragraph 3 under
"Obligations under Insurance Programs" at page 34 of the Form 10-K. On the other
hand, we believe factor "c" (whether estimate/assumption is reasonably likely to
change) is not relevant since in all cases the estimating process is an ongoing
one with estimates being continuously  reviewed and adjusted as required.
We have disclosed the possibility of changes in our estimates and assumptions in
our discussion (i) of each critical estimate on pages 32-34 of the Form 10-K,
(ii) in Part 1, Item 1 Business, "Special Caution Regarding Forward-Looking
Statements" on page 1, and (iii) under "Estimates" in Footnote 2 on page F-9 to
the Form 10-K. To the extent relevant, factor "e" (amount of expense recognized
in each period) is disclosed. For example, "Provision for doubtful accounts" is
disclosed at page F-8 on the face of the Consolidated Statements of Cash Flows
and on page F-29 in the "Schedule II - Valuation and Qualifying Accounts" under
the column heading "Additions charged to costs and expenses".

Based on the above, we believe
therefore that  the present disclosure satisfies the request in Comment
2.

Revenue Recognition, page 32

Comment 3.
We note your disclosure regarding revenue recognition and the allowance for
doubtful accounts. Please expand your discussion to include the following
disclosures:

a.   State if your billing system generates contractual adjustments
based on fee schedules for the patient's insurance plan for each patient
encounter or if an estimate of contractual allowances is made. If an estimate is
made, state what factors are considered in determining the estimate.

b.   Your policy for collecting co-payments.

c.   For each period presented, quantify the amount of changes in
estimates of prior period contractual adjustments that you recorded during the
current period. For example for 2004, this amount would represent the amount of
the difference between estimates of contractual adjustments for services
provided in 2003 and the amount of the new estimate or settlement amount that
was recorded during 2004.

d.   Quantify the reasonably possible effects that a change in
estimate of unsettled amounts from 3rd party payors as of the latest
balance sheet date could have on financial position and operations.

e.    In comparative tabular format, the payor mix concentrations
and related aging of accounts receivable. The aging schedule may be based on
management's own reporting criteria (i.e. unbilled, less than 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 classification
(i.e. Medicare, Medicaid, Managed care and other, and Self-pay). We would expect
Self-pay to be separately classified from any other grouping. If your billing
system does not have the capacity to provide an aging schedule of your
receivables, disclose that fact and clarify how this affects your ability to
estimate your allowance for bad debts.

f.
If you have amounts that are pending approval from third party payors (i.e.
Medicaid Pending), 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:

We believe the responses to the
specific Items "a" through "f" in Comment 3 will not add to the total mix of
information already supplied by us. On pages 32 and 33 of the Form 10-K, we
discuss the process and methodology used for recognizing revenue for each of the major
types of agreements and arrangements that exist with patients, payers and
customers.

    Under fee-for-service agreements with patients and
    commercial and certain government payers, net revenues are recorded based on
    net realizable amounts to be received in the period in which the services
    and products are provided or delivered.

    Under capitated arrangements with certain managed care
    customers, net revenues are recognized based on a predetermined monthly
    contractual rate for each member of the managed care plan regardless of the
    volume of services covered by the capitation arrangement.

    Under the Prospective Payment System ("PPS") for Medicare
    reimbursement, net revenues are recorded based on a reimbursement rate which
    varies based on the severity of the patient's condition, service needs and
    certain other factors; revenue is recognized ratably over the period in
    which services are provided.

Based on the above, we believe that
the disclosure provided on pages 32 and 33 in the Form 10-K is adequate.

Collectibility of Accounts Receivable, page 33

Comment 4.
Please 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. Lastly, please clarify the threshold (amount
and age) for account balance write-offs.

Response:

As set forth on page 33 of the Form
10-K, the Company has implemented a standardized approach to estimate and review
the collectibility of its receivables based on accounts receivable aging trends.
Historical collection and payer reimbursement experience is an integral part of
the estimation process related to determining the allowance for doubtful
accounts.  In addition, the Company regularly assesses the current state of
its billing functions in order to identify any known collection or reimbursement
issues to determine the impact, if any, on its reserve estimates, which involve
judgment. Revisions in reserve estimates are recorded as an adjustment to the
provision for doubtful accounts which is reflected in selling, general and
administrative expenses in the consolidated statements of operations.

Our collection policy is already
disclosed at "Collectibility of Accounts Receivable" on page 33 and in Note 2 to
Consolidated Financial Statements at page F-10 of the Form 10-K.

In addition, we have provided
numerical data regarding our allowance for doubtful accounts in: (a) Schedule II
- Valuation and Qualifying Accounts on page F-29 of the Form 10-K, which sets out information
regarding the Allowance for Doubtful Accounts; (b) Consolidated Balance Sheets
on page F-5 of the Form 10-K; and (c) the Consolidated Statements of Cash Flows
(Provision for Doubtful Accounts) on page F-8 of the Form 10-K.

Based on the information above, we believe that
the process for determining collectibility of accounts receivable is adequately disclosed
in the Form 10-K.

Litigation, pages F-20 - F-22

Comment 5.
Please disclose the amount of the settlement reached in the Cooper v. Gentiva
CareCentrix case.

Response:

We believe that the settlement is
immaterial in amount and therefore we conclude it need not be disclosed.

Forms 10-Q for Quarters Ended April 3, 2005 and July 3, 2005

Comment 6.
We note that cash flows from operating activities varied significantly in 2005
as compared to 2004. Please revise your MD&A disclosure to address the specific
sources and uses of cash during these periods in order to explain the change in
cash flows from operating activities from 2004 to 2005 rather than disclosing
changes in balance sheet accounts such as current liabilities that merely
recites the changes that are readily available from the balance sheet. Refer to
Section IV of Financial Reporting Release 72.

Response:

We believe that significant changes
in cash flows from operating activities between the 2004 and 2005 interim
periods are appropriately described in various sections of the Management's
Discussion and Analysis of Financial Condition and Results of Operations
("MD&A") disclosures of the Form 10-Q for the quarter ended April 3, 2005
("First Quarter Form 10-Q") and the Form 10-Q for the quarter ended July 3, 2005
("Second Quarter Form 10-Q"). The reasons for our position and relevant
highlights from our consolidated statements of cash flows and MD&A disclosures
are summarized below.

First Quarter Form 10-Q:

The Consolidated Statements of Cash
Flows indicate that cash flows from operating activities declined by $9.7
million ($9.4 million of cash provided in the 2004 period and $0.3 million of
cash used in the 2005 period)
and net income declined by $5.1 million ($9.2 million in the 2004 period and
$4.1 million in the 2005 period) in comparing results for the three months ended
March 28, 2004 and April 3, 2005.

    The "Results of Operations - Revenues" section of the
    MD&A disclosures indicates that the 2004 period included two special items,
    including $9 million in cash received in settlement of the Company's appeal
    filed with the Provider Reimbursement Review Board relating to the reopening of
    all of our 1997 cost reports (see page 21 of the First Quarter Form 10-Q).
    Furthermore, the "Results of Operations - Net Income" section of MD&A
    disclosures indicated that the two special items had a net positive impact
    of $4.9 million on net income for the first quarter of fiscal 2004.

As noted above,  the 2004 special item is the primary driver of the change in cash flows
from operating activities between the 2004 and 2005 periods.

Second Quarter Form 10-Q:

The Consolidated Statements of Cash
Flows indicate that cash flows from operating activities declined by $25.9
million ($15.7 million of cash provided in the 2004 period and $10.2 million of
cash used in the 2005
period) between the six months ended June 27, 2004 and July 3, 2005. This
decline was driven by changes impacting the income statement, changes in
accounts receivable and changes in current liabilities.

    Cash flow changes impacting the income statement
    represent the sum of net income and all adjustments to reconcile net income
    to net cash (used in) provided by operating activities as reflected in the
    Consolidated Statements of Cash Flows. The sum of these items was $28.8
    million for the six months ended June 27, 2004 and $18.6 million for the six
    months ended July 3, 2005, a decline of $10.2 million between the reporting
    periods. The "Results of Operations - Revenues" section of the MD&A
    disclosures on page 23 notes the special item (as discussed above) relating
    to the $9 million in cash received in settlement of the Company's appeal
    with the Provider Reimbursement Review Board relating to the reopening of all
    our 1997 cost reports. This 2004 item accounts for most of the $10.2 million
    difference noted bet