SecProbe.io

Mail Stop 3561
April 22, 2009
 John C. Kirkland Luce Forward Hamilton & Scripps LLP 601 S. Figueroa Street, 39th Floor Los Angeles, CA 90017
Re: Hythiam, Inc.
  Registration Statement on Form S-3
Filed April 3, 2009
  File No. 333-158407

Dear Mr. Kirkland:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After 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 filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 General

  1. We note that the staff of the Division of Corporation Finance currently has
outstanding comments relating to the comp any’s Form 10-K for the fiscal year
ended December 31, 2008.  All comments re lating to the staff’s open review of
the company’s periodic filing will need to be resolved before effectiveness of the
registration statement.

John C. Kirkland
Hythiam, Inc. April 22, 2009 Page 2   2. We note your disclosure that the aggr egate market value of the company’s
outstanding common stock held by non- affiliates as of April 2, 2009 was
$11,967,314.  We also note that the company is registering $20 million on its unallocated shelf offering on Form S-3.  Please advise us how the company will
comply with the transaction requirement of  General Instruction I.B.6(a) of Form
S-3.  We may have further comment.

* * * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us w ith marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request , acknowledging that:

• should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;

• the action of the Commission or the st aff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the company from
its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and

• the company may not assert staff comments and the declaration of
effectiveness as a defense in any pr oceeding initiated by the Commission or
any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

John C. Kirkland
Hythiam, Inc. April 22, 2009 Page 3
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 Please contact Damon Colbert at (202 ) 551-3581 or David Link at (202) 551-3356
with any questions.

     S i n c e r e l y ,          John Reynolds
Assistant Director