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Mail Stop 6010

                                                                                                August 8, 2007

Terren S. Peizer
Chief Executive Officer
Hythiam, Inc.
11150 Santa Monica Boulevard, Suite 1500
Los Angeles, California 90025

Re: Hythiam, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2006 - Filed March 15, 2007
 Form 10-Q for the Period Ended March 31, 2007 - Filed May 9, 2007
File No. 001-31932

Dear Mr. Peizer:

We have reviewed your filings and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to  other portions of your documents.  In our comments, we
ask you to provide us with information so we may better understa nd your disclosure.
Please be as detailed as nece ssary in your explanation.  Afte r reviewing this information,
we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-Q – Period Ending March 31, 2007

Part 1 – Financial Information, page 2

Item 1. – Financial Statements, page 3

Notes To Consolidated Financial Statements, page 6

Note 3. Acquisition of Woodcliff and Contro lling Interest in CompCare, page 13

Terren S. Peizer
Hythiam, Inc.
August 8, 2007  Page 2

1. Please tell us how your “corporate operat ions” qualifies as both a Reporting Unit
under FAS 142 paragraphs 30, 34 and 35 and an Operating Segment under FAS 131 paragraphs 10 and 11 to allow it to be  assigned the Goodwill and Intangibles
from the acquisition of Woodcliff (CompCare).

2. With regard to the acquisition of Woodc liff, please provide in disclosure-type
format a discussion of how the estimated fair values of the amortizable intangible assets were determined.  Also explai n why the amount allocated to goodwill was
so significant in relation to the amounts al located to the intangible assets.  Refer
to paragraph 51b of FAS 141

Item 2. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 18

Contractual Obligations and Comm ercial Commitments, page 28

3. Please provide us in a disclosure-type format a revised contractual obligations table that includes your Accrued Claims Payable and Accrued Reinsurance
Claims Payable as it would appear that these liabilities represent future legal obligations of the Company and are mate rial. The purpose of Financial Reporting
Release 67 is to obtain enhanced disclosu re concerning a regist rant’s contractual
payment obligations and the exclusion of ordinary course items would be
inconsistent with the ob jective of the Item 303(a)(5) of Regulation S-K.

*    *    *    *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provide the requested information.  Detailed letters gr eatly facilitate our
review.  Please furnish the letter to us via EDGAR under the form type label CORRESP.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filings include all information required under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

Terren S. Peizer
Hythiam, Inc.
August 8, 2007  Page 3
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

You may contact James Pe klenk, Staff Accountant, at (202) 551-3661, or Lisa
Vanjoske, Assistant Chief Accountant, at (202) 551-3614, if you have questions regarding the comments.  In th is regard, do not hesitate to  contact me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief Accountant