SecProbe.io

Mail Stop 3561
May 18, 2010
 Terren S. Peizer Chief Executive Officer Hythiam, Inc. 11150 Santa Monica Boulevard, Suite 1500 Los Angeles, California 90025
Re: Hythiam, Inc.
  Amendment No. 1 to Registra tion Statement on Form S-1
Filed May 17, 2010
  File No. 333-166289

Dear Mr. Peizer:

We have reviewed your amended filing and have the following comments.
Where indicated, we think you should revise  your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, 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.

Amendment No. 1 to Registration Statement on Form S-1

General

1. We note your response to comment one of  our letter dated May 13, 2010 and we
reissue the comment.  Despite your amendm ent to remove the debt securities and
units from the offering, you still appear  to be conducting an unallocated shelf
offering of securities for up to $8 million.  It remains unclear under which subpart
of General Instruction I.B. to Form  S-3 you are relying on to conduct this
offering.  In this regard, we note that  your market capitalization and trading

Mr. Terren S. Peizer
Hythiam, Inc.
May 18, 2010 Page 2
market, as disclosed on the cover page of your Form 10-K for the period ended
December 31, 2009, appear to disqualify you from eligibility under General Instruction I.B.1 and Genera l Instruction I.B .6, respectively.  Please explain how
you are qualified to conduct this offering.

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with 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 request s 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, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
 ‚ the action of the Commission or the staff, 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 a nd the declaration of effectiveness as a
defense in any proceeding 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.
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

Mr. Terren S. Peizer
Hythiam, Inc. May 18, 2010 Page 3

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 Shehzad Niazi at (202) 551-3121 or James Lopez, Legal Branch
Chief, at (202) 551-3536 with any other questions.

     S i n c e r e l y ,           John Reynolds      A s s i s t a n t  D i r e c t o r

 cc: Glenn D. Smith, Esq.  Fax: (310) 229-1882