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Correspondence

McKenna Long & Aldridge LLP

Suite 5300

303 Peachtree Street

Atlanta, Georgia 30308

November 9, 2005

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC  20549

Attention:         Jim Rosenberg

                        Lisa Vanjoske

                        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 October 21, 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.

As previously discussed in our
telephone conversations of October 26, 2005, and for the reasons described in
our responses, we do not believe any amendments are necessary to the filings
referenced in the comments. As noted below, we believe that the relevant disclosure
should be provided prospectively, and propose to include the disclosure in our
Quarterly Report on Form 10-Q for the fiscal quarter ended October 2, 2005.

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

Item 7. Management's Discussion and Analysis of Financial Condition of
Results of Operations

Liquidity and Capital Resources, page 26

        Comment 1.  Your responses to comments one and seven
        do not explain the underlying reasons for the significant decrease in
        total current liabilities in each period. Normally as a business grows,
        its need for working capital grows also. That is, current assets
        increase and current liabilities increase also. Please more fully
        explain why working capital would not increase in your business as the
        business grows. Current liabilities increased in fiscal 2003 and 2002.
        We continue to believe that the explanation of these material changes in
        your filings is not adequate, therefore; you should amend your filings
        to explain these material changes. Please also address the following in
        your revised disclosure which were not adequately explained in your
        response:

            a.  Explain why the level of worker's compensation claims activity
            was lower. Demonstrate why this liability is not understated.

            b.  Explain why there are lower claims associated with capitated
            arrangements. Demonstrate why this liability is not understated.

            c.  More fully explain the nature of the Medicare liabilities.
            Demonstrate why this liability is not understated.

            d. Explain why timing of payments of payroll taxes varied from
            historical payment timing.

        Response:

The decrease in current liabilities
from fiscal 2003 to fiscal 2004 described in "Liquidity and Capital Resources"
aggregates $8.8 million out of total current liabilities of $138.3 million at
January 2, 2005 as compared to $147.1 million at December 28, 2003, or an aggregate percentage
decrease of only 6.0%. As noted below, the composition of this aggregate decrease is
not indicative of any substantial change in operations. Hence, we continue to
believe these changes in current liabilities, which are fully explained below,
are not material either
quantitatively or qualitatively.

With respect to your question of why
working capital would not have increased as the business grows, we provide the
following analysis:

The consolidated statements of operations for fiscal 2004 and 2003
reflect that the
Company's selling, general and administrative expenses increased $26.0 million
(from $252.3 million to $278.3 million) and the Company's cost of services sold
decreased by $10.2 million (from $532.0 million to $521.8 million) in relation
to growth in revenues of $31.7 million between the fiscal 2003 and fiscal 2004
periods. These costs flow through the Company's balance sheet; however, the
overall increase in current liabilities related to such costs have been offset
by factors such as timing of payments, positive trends in workers compensation
claims and other factors outlined in (a) through (d) below.

In connection with each of the
specified items you identify in your October 21, 2005 letter, we furnish the
following information:

(a) Obligations under insurance programs decreased $2.5
million from $37.2 million at December 28, 2003 to $34.7 million at January 2,
2005, a
decrease of 6.8%. Obligations under insurance programs include liabilities for
the following types of programs:

      Workers' compensation claims,

       Employee health and welfare benefits,

       Professional liability claims, and

       Property and general liability insurance.

Liabilities for workers' compensation
claims have represented between 75% and 80% of the total amount of Obligations
under insurance programs.

Workers' compensation claims activity
was lower in fiscal 2004 than in fiscal 2003. As stated under Critical
Accounting Policies and Estimates in the Form 10-K, the Company recognizes its
obligations associated with these programs in the period in which the claim is
incurred. In addition, this liability account includes claims incurred in prior
years that have not yet been settled and paid as well as reserves for incurred
but not reported claims. Such estimates and reserves are reviewed and updated
periodically. The liability account balance is reduced as workers' compensation
claims are paid out and the Company's payments for claims in fiscal 2004
exceeded claims paid during fiscal 2003.

The number of claims incurred has
declined steadily since the Company's split-off from Olsten Corporation in the
year 2000. In 2004, the number of claims incurred was 567 compared to 677 claims
incurred in 2003. This reduction in claims is likely due to the implementation
of certain workplace safety programs for clinical associates as well as a shift
in our business which now requires that we employ more "skilled" clinical
associates such as registered nurses and therapists and fewer home health aides.
Many workers' compensation claims relate to back strains associated with lifting
patients. These and other daily living activities are usually provided by home
health aides. The shift to more skilled clinical associates reduces the
probability for such types of claims due to the nature of the skilled clinical
associate's job responsibilities and activities.

The workers' compensation liability
is computed and accrued as outlined above in accordance with our policy and
generally accepted accounting principles ("GAAP"), and, therefore, we believe
this liability is not understated.

For the first quarter of fiscal 2005,
Obligations under insurance programs decreased $0.5 million from $34.7 million
at January 2, 2005 to $34.2 million at April 3, 2005, a decrease of 1.2%. For
the second quarter of fiscal 2005, Obligations under insurance programs
decreased $2.2 million from $34.7 million at January 2, 2005 to $32.5 million at
July 3, 2005, a decrease of 6.2%. The explanation regarding decreases in
workers' compensation claims provided above also applies to both the first and
second quarters of 2005.

(b) Costs of claims incurred but not reported result from
both capitated and fee-for-service arrangements with managed care customers.
Cost of claims incurred but not reported decreased $1.1 million from $28.5
million at December 28, 2003 to $27.4 million at January 2, 2005, a decrease of 4.1%. The
$1.1 million decrease in Cost of claims incurred but not reported is primarily
due to lower claims activity in 2004 associated with capitated arrangements. For
example, the Company's national agreement with Cigna Healthcare ("Cigna")
includes capitation arrangements. Capitation arrangements result in a fixed
payment from Cigna to the Company based on the number of enrolled members each
month. As stated under Critical Accounting Policies and Estimates in the Form
10-K, the Company estimates the Cost of claims incurred but not reported based
on applying actuarial assumptions, historical patterns of utilization to
authorized levels of service, current enrollment information and other
statistics. During 2004, Cigna experienced a reduction in its enrolled members.
As a result, the Company also experienced a reduction in the number of Cigna
members covered under capitated arrangements. The reduction in claims activity
relates to the reduction in the number of enrolled Cigna members covered under
capitation arrangements.

Cost of claims incurred but not
reported is accounted for in accordance with our policy and GAAP, and,
therefore, we believe this liability is not understated.

For the first quarter of fiscal 2005,
Cost of claims incurred but not reported decreased $1.9 million from $27.4
million at January 2, 2005 to $25.5 million at April 3, 2005, a decrease of
6.8%. For the second quarter of fiscal 2005, Cost of claims incurred but not
reported decreased $1.5 million from $27.4 million at January 2, 2005 to $25.9
million at July 3, 2005, a decrease of 5.4%. The explanation regarding decreases
in Cost of claims incurred but not reported provided above also applies to both
the first and second quarters of 2005.

(c) Medicare liabilities decreased $2.8 million from $12.7
million at December 28, 2003 to $9.9 million at January 2, 2005, a decrease of 21.9%.
Medicare liabilities include reserves for three items:

          Audit reserves for Medicare cost reports

          Reserves for Partial Episode Payment ("PEP") recoupments

        A reserve for an estimated repayment to Medicare in connection
      with services rendered to certain patients since the inception of the
      Prospective Payment  System ("PPS") in October 2000. The Centers for
      Medicare & Medicaid Services ("CMS") determined that homecare providers
      should have received lower reimbursements for certain services rendered to
      beneficiaries discharged from inpatient hospitals within fourteen days
      immediately preceding admission to home healthcare.

As stated in the Results of
Operations section of the Form 10-K on page 23, the Company recorded a revenue
adjustment in 2002 for $2.5 million related to PEPs since the inception of the
PPS in fiscal 2000. This initial amount was
recorded as a Medicare liability based on available information  from CMS.
Adjustments to the PEP reserve as well as liabilities and payments related to
current period activity are recorded as new information becomes available from
CMS. During the second quarter of fiscal 2003,
Medicare began to recoup these PEPs. In 2004, Medicare began to accelerate the
recoupment of such PEPs and for fiscal 2004 a full twelve months of recoupment
activity occurred compared to only nine months of activity in 2003. As a result,
the Medicare liability balance was reduced by $2.8 million during fiscal 2004.
The Company is unable to determine whether this full year experience indicates a
level of annual recoupment that will be maintained in the future.

The audit reserve for Medicare cost
reports is more fully described in the attached version of "Critical Accounting
Policies and Estimates - Medicare" under "Settlement Issues under Interim
Payment System." (See Appendix A to this letter).

The Company believes that the
reserves described above related to Medicare liabilities are adequate and,
therefore, believes that these liabilities are not understated.

For the first quarter of fiscal 2005,
Medicare liabilities decreased $1.3 million from $9.9 million at January 2, 2005
to $8.6 million at April 3, 2005, a decrease of 13.7%. For the second quarter of
fiscal 2005, Medicare liabilities decreased $1.4 million from $9.9 million at
January 2, 2005 to $8.5 million at July 3, 2005, a decrease of 14.1%. The
decreases in Medicare liabilities for both the first and second quarters of
fiscal 2005 related to the recoupment of PEPs.

(d) Payroll and related taxes decreased $3.5 million from $12.9 million at
December 28, 2003 to $9.4 million at January 2, 2005, a decrease of 27.7%. The
decrease is comprised of the following components:

           Accrued payroll ($0.4 million)

           Payroll taxes ($2.0 million)

           Employee stock purchase plan / 401(k) ($1.4 million),
        and

           Vacation / Other which increased $0.3 million

As we have explained in our supplemental information filed with respect to
the comment letter of August 24, 2005, the decrease in payroll taxes from one
fiscal year to the next is a result of the circumstances attached to our year
end. The Company's fiscal year ends on the Sunday nearest to December 31, which
was January 2, 2005 for fiscal 2004 and December 28, 2003 for fiscal 2003.  The
payroll and related taxes item are impacted both by the timing of remittance of
payroll taxes and by the timing of contributions to the employee stock purchase
plan ("ESPP") and retirement plans. At the end of fiscal 2004, a payroll tax
payment related to administrative employees was due and paid, whereas at the end
of fiscal 2003, the administrative payroll tax payment was not due until the
first week of fiscal 2004, which resulted in a higher liability balance at the
end of fiscal 2003. Under the terms of the ESPP, purchases of shares and the
corresponding reduction of current liabilities occur on both June 30 and
December 31 of each year. Prior to the end of a six month offering period, an
employee can elect to withdraw his or her participation in the ESPP and the
Company will remit funds back to the employee.  At 2003 fiscal year end, current liabilities had not
yet been reduced for the impact of the ESPP, and instead the reduction was
included in fiscal 2004. Consequently, the contribution for fiscal year 2004
(and the related reduction of the liability) and the contribution for fiscal
year 2003 were both made in fiscal year 2004, with the effect of creating the
apparent distortion.

For the first quarter of fiscal 2005, Payroll and related taxes increased
$7.1 million from $9.4 million at January 2, 2005 to $16.5 million at April 3,
2005, an increase of 75.5%. The increase is comprised of the following
components:

          Accrued payroll ($1.7 million)

          Payroll taxes ($3.8 million)

          Employee stock purchase plan / 401(k) ($1.3 million)

          Vacation / Other ($0.3 million)

The increase in the accrued payroll and related taxes at April 3, 2005
reflects one week of unpaid administrative payroll and related taxes, which was
not required at January 2, 2005 due to the timing of the payroll and related tax
payments. The ESPP accrual at April 3, 2005 reflects employee contributions
withheld pending the purchase of shares at June 30, 2005.

For the second quarter of fiscal 2005, Payroll and related taxes increased
$1.0 million from $9.4 million at January 2, 2005 to $10.4 million at July 3,
2005, a increase of 11.3%. This increase consists of accrued payroll and related
payroll taxes ($0.8 million) and accrued vacation benefits ($0.5 million)
partially offset by a decrease in profit sharing accruals ($0.3 million). The
increase in payroll and related taxes relates to an increase in the number of
associates due to the acquisition of Heritage and an increase in the number of
full-time clinicians during the first six months of fiscal 2005.

* * * *

As noted below in our response to comment 2, we intend to