SecProbe.io

June 17, 2010

Terren S. Peizer Chief Executive Officer Hythiam, Inc. 11150 Santa Monica Boulevard, Suite 1500 Los Angeles, California 90025
Re: Hythiam, Inc.
  Amendments No. 2 and No. 3 to Registration Statement on Form S-1
Filed June 8, 2010 and June 14, 2010
  File No. 333-166289

Dear Mr. Peizer:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Amendment No. 3 to Registration Statement on Form S-1

General

1. We note your response letter date d June 8, 2010 and the statemen t that “[t]he number of
shares, warrants, warrant terms and other pri ce related data will be completed when the
offering is priced.” It is unc lear how and when you intend to fill in the blanks for such
information on the cover page.  See Item 501(b) of Regulation S-K.  It  is also unclear if
or how you intend to use Rule 430A to provide  pricing information. In this regard, we
note that you omit, among other information, the principal amount of securities to be
offered.  Please see Securities Act Rules Compliance and Disclosure Interpretation
227.02.

2. Also, we note the statement on the revised pr ospectus cover page that you “are not
required to sell any specific dollar amount or  number of shares of common stock or
warrants, but will use [y]our best efforts to sell all of the shares of common stock and

Terren S. Peizer Hythiam, Inc.
June 17, 2010 Page 2

warrants being offered.”  We also note that  the registration statement cover page no
longer identifies the offering as being conducted using Rule 415.  Please advise us if you
are conducting an offering under Item  415(a)(ix) of Regulation C.

Plan of Distribution, page 19

3. We note your statement in the third paragraph of this section that the placement agent
“may be deemed an underwriter.”  Please revise  your registration statement to clarify that
the placement agent is an unde rwriter within the meaning of  Section 2(a)(11) of the
Securities Act.   Furthermore, identify such underwriter on the outside front cover page of the prospectus.  See Item 501(b)(8) of Regulation S-K.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  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 event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 Please contact Shehzad Niazi at (202) 551-3121 or James Lopez, Legal Branch Chief at
(202) 551-3536 with any questions.

Terren S. Peizer Hythiam, Inc. June 17, 2010 Page 3

Sincerely,
       John Reynolds
Assistant Director
cc: Glenn D. Smith, Esq.  Fax: (310) 229-1882