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Correspondence December 20, 2005

McKenna Long & Aldridge LLP

Suite 5300

303 Peachtree Street

Atlanta, Georgia 30308

December 20, 2005

Via EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention:         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

            File No. 001-15669

Ladies and Gentlemen:

On behalf of Gentiva Health Services,
Inc., we are responding to the letter dated November 18, 2005 (the "Comment
Letter") from Jim B. 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. 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 filing
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 Annual Report on Form 10-K for the fiscal year ending January
1, 2006.

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

Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations, page 17

Critical Accounting Policies and Estimates, pages 32-34

        Comment 1.  Please refer to your response to our prior
        comment number three. We note that for several critical accounting
        estimates, you have determined that "it is not possible to predict the
        degree of change that might be effected". Please disclose, and elaborate
        on the specific circumstances that preclude this information from being
        disclosed, as referred to by this statement. Include a discussion of how
        these constraints may affect or preclude your ability to make reasonable
        and reliable estimates.

Response:

The circumstances which impact these
estimates from time to time vary as does the extent of their possible impact. In
addition to those already contained in these estimates, the circumstances are
those described in Risk Factors in our Annual Report on Form 10-K. It also
appears to us that it perhaps was not clear to the Staff upon review of our
revised Critical Accounting Policies and Estimates that the subsection under
"Revenue Recognition" entitled "Causes and Impact of Change on Revenue" was in
fact applicable to the entire Revenue Recognition policy/estimate. We,
therefore, in response to Comment 1, have included in the revised proposed
Critical Accounting Policies and Estimates attached as Appendix A additional
language which provides three things:

            A cross reference at the outset to make it clear
    that the subsection "Causes and Impact of Change on Revenue" applies to all
    the policies described and included under "Revenue Recognition."

        Specific cross references to the
    Risk Factors
    included in our Annual Report on Form 10-K under "Risks Related to the
    Company's Business and Industry" (at pages 5-8) and "Risks Related to
    Healthcare Regulation" (at pages 8-9). These cross references are included
    both in the preparatory language and in the subsection noted above.

       We have also included
    additional language
    indicating that while the degree of change cannot be predicted, we believe
    that changes in these elements could cause a change in estimate which would
    have a material impact on consolidated financial statements.

        Comment 2.  Additionally, with respect to your
        estimates of revenue, costs of claims incurred, and obligations under
        insurance programs, please revise your disclosure to clarify whether
        changes in estimates have been material for each period presented. For
        each disclosure, please quantify any material changes in estimate. It
        does not appear that disclosure regarding costs of claims incurred and
        obligations under insurance programs provide the discussion required by
        Release 33-8350. Further, since the amount of expense recognized in each
        period presented for these two estimates [is not included], it is
        difficult to assess the significance of these two critical estimates.
        Please expand the disclosure as necessary.

Response:

In response to the first two sentences
of Comment 2 concerning material changes in estimates for revenue, cost of
claims incurred and obligations under insurance programs, we present the
following:

    If changes have been material, they have been
    publicly disclosed. For example, we reference you to our Quarterly Report on
    Form 10-Q for the fiscal quarter ended October 2, 2005 in which we report
    segment information at footnote 12 to the financial statements, and include
    note references to the segment financial table, which describe changes in
    estimates of revenue, cost of claims incurred and certain
other items.
    Furthermore, "Management's Discussion and Analysis of Financial Condition
    and Results of Operations" included in our Annual Report on Form 10-K for
    the fiscal year ended January 2, 2005 contains references to changes in
    estimates and adjustments.

    We have included the
    actual dollar experience
    with respect to cost of claims incurred and obligations under insurance
    programs in our proposed revised Critical Accounting Policies and Estimates
    attached as Appendix A.

    We propose to include a cross reference to the
    Business Segment Information footnote in the "Results of Operations" section
    of "Management's Discussion and Analysis of Financial Condition and Results
    of Operations" with each periodic report beginning with our Annual Report on
    Form 10-K for the fiscal year ending January 1, 2006.

With respect to the remainder of
Comment 2 concerning Release 33-8350, we have reviewed cost of claims incurred
and obligations under insurance programs against Release 33-8350 and have
expanded the discussion under each of these items. In addition, as noted above,
we have included in Appendix A the amount of expenses for each of these items,
which we believe is responsive to the intent of the second to last sentence of
Comment 2.

Revenue Recognition, page 32

        Comment 3. We note your response to our prior comment
        number four and have the following comments:

            a. We continue to believe that the accounts
            receivable aging report provides meaningful information to
            investors, especially given the significance of your accounts
            receivables and should at a minimum should indicate the past due
            amounts and a breakdown by payor classification.

            b. Please refer to the third paragraph of your
            response to our prior comment number four. We note that "all payers
            are reviewed and analyzed separately". However, your proposed
            disclosure does not provide information about the review process at
            this level. Please revise your disclosure to address how the
            accounts receivable is reviewed and analyzed by payor-type.

Response:

With respect to Comment 3(a), we
respectfully provide the following responses. We have reviewed the periodic
reports of others in our industry and find only one other example which includes
an accounts receivable aging report. We agree that an aging report will provide
additional information which might be meaningful to some investors. We suggest,
however, that such a report is more appropriately included in Management's
Discussion and Analysis of Financial Condition and Results of Operations in connection with the "Liquidity" discussion. We,
therefore, propose to include with each periodic report beginning with our
Annual Report on Form 10-K for the fiscal year ending January 1, 2006 an aging
report in the form attached hereto as Appendix B positioned appropriately in the
Liquidity section so that it provides information to investors in connection
with the information about sources of liquidity. We believe that this is a more
appropriate location for such a table than the Critical Accounting Policies and
Estimates which, generally speaking, would not change with each period, as will
this receivables aging report. Consequently, we believe it more likely that
investors will see and review this information if it is included in Management's
Discussion and Analysis as we propose.

With respect to Comment 3(b), we have
included additional language in the proposed revised Critical Accounting
Policies and Estimates in Appendix A which includes the information requested in your Comment
3(b).

        * * * *

We believe that a discussion of these
comments and our responses with you would be beneficial and would make the final
resolution efficient and we respectfully request an opportunity to have such a
discussion. I will address that possibility with you shortly after your receipt
of this response.

Appendix A attached to this letter
contains the proposed additional modifications to the Critical Accounting
Policies and Estimates described in this letter. At your request and for your
convenience, we would be happy to provide you by fax a redlined version denoting
the proposed changes from the version filed with our letter of November 9, 2005
and included in our Quarterly Report on Form 10-Q for the fiscal quarter ended
October 2, 2005. In addition, as you would expect, the actual Critical
Accounting Policies and Estimates included in our Annual Report on Form 10-K for
the fiscal year ending January 1, 2006 may include additional information as a
result of year-end events and the process of preparing our audited financial
statements.

Should you have further comments or
require further information, or if any questions should arise in connection with
this submission, please call me at (404) 527-4990 or Stacy Ingram at (404)
527-4647.

                        Sincerely,

                        /s/ Thomas Wardell

                        Thomas Wardell

cc:   John R. Potapchuk, Gentiva Health Services, Inc.

Stephen B. Paige, Gentiva Health Services, Inc.

APPENDIX A

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Critical Accounting Policies and Estimates

The preparation of financial statements
in conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions and select accounting
policies that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. The most
critical estimates relate to revenue recognition, the collectibility of accounts
receivable and related reserves, the cost of claims incurred but not reported
and obligations under insurance programs, which include workers' compensation,
professional liability, property and general liability, and employee health and
welfare insurance programs. A description of the critical accounting policies
and a discussion of the significant estimates and judgments associated with such
policies are described below.

    Revenue Recognition

Revenues recognized by the Company are
subject to a number of elements which impact both the overall amount of revenue
realized as well as the timing of the collection of the related accounts
receivable. In each category described below, the impact of the estimate, if
applicable, undertaken by the Company with respect to these elements is
reflected in net revenues on the consolidated statements of operations. See
further discussion of the elements below under the heading "Causes and Impact of
Change on Revenue."

In addition, these elements can be
impacted by the risk factors described in "Risks Related to the Company's
Business and Industry" and "Risks Related to Healthcare Regulation," which
appear in Part I of the Company's Annual Report on Form 10-K.

    Fee-for-Service Agreements

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. Fee-for-service contracts with
commercial payers are traditionally one year in term and renewable automatically
on an annual basis, unless terminated by either party.

Under fee-for-service agreements with
certain managed care customers, the Company also estimates the revenue related
to claims incurred but not reported in situations in which the Company is
responsible for care management and patient services are performed by a
non-affiliated provider. The estimate of revenue for claims incurred but not
reported involves applying a factor based on historical patterns of service
utilization and payment trends to the services authorized at each of the
Company's regional coordination centers. The Company evaluates the assumptions
and judgments used in determining this factor on a quarterly basis utilizing the
trailing twelve months of claims payments, and changes in estimated unbilled
receivables for claims incurred but not reported are determined based on such
evaluation. Changes in estimates are recorded as net revenues in the Company's
consolidated statements of operations.

    Capitated Arrangements

The Company has capitated arrangements
with certain managed care customers. Under the capitated arrangements, 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 arrangements. Net revenues generated under capitated
arrangements were approximately [__] percent, 12 percent, and 16 percent of
total net revenues for fiscal 2005, 2004 and 2003, respectively.

    Medicare

        Prospective Payment System Reimbursements

Under PPS for Medicare reimbursement,
the Company estimates net revenues to be recorded based on a reimbursement rate
which varies based on the severity of the patient's condition, service needs and
certain other factors. Medicare billings under PPS are initially recognized as
deferred revenue and are subsequently amortized into revenue over an average
patient treatment period. The process for recognizing revenue to be recorded
under the Medicare program is based on certain assumptions and judgments,
including the average length of time of each treatment as compared to a standard
60 day episode, the appropriateness of the clinical assessment of each patient
at the time of certification and the level of adjustments to the fixed
reimbursement rate relating to patients who receive a limited number of visits,
have significant changes in condition or are subject to certain other factors
during the episode. Revenue is subject to adjustment during this period if there
are significant changes in the patient's condition during the treatment period
or if the patient is discharged but readmitted to another agency within the same
60 day episodic period. Deferred revenue of approximately $[__] million and $5.5
million relating to the Medicare PPS program was included in other accrued
expenses in the consolidated balance sheets as of January 1, 2006 and January 2,
2005, respectively.

        Settlement Issues under Interim Payment System

Prior to October 1, 2000, reimbursement
of Medicare home care nursing services was based on