SecProbe.io

November 1, 2011
 Via E-mail

Terren S. Peizer, Chief Executive Officer Catasys, Inc. 11150 Santa Monica Blvd.   Suite 1500 Los Angeles, California  90025
        Re:  Catasys, Inc.
                Amendment No. 4 to Registration Statement on Form S-1
                Filed October 11, 2011                 File No. 333-173659

Dear Mr. Peizer:
We have limited our review of your amende d registration 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 amendi ng your registration statement and providing
the requested information.  Where you do not be lieve 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. 4 to Registration Statement on Form S-1

1. We note your letter dated October 21, 2011 and your response to comment three of
our letter dated October 19, 2011.  Please amend your registration statement to
specifically discuss the information in your  slides regarding a pproximate breakeven
coverage and sales pipeline, with a thorough discussion of the underlying
assumptions and the basis for such assumptions. We may have further comment.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filing includes the information the Securities Act
of 1933 and all applicable S ecurities Act rules require.  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.

Please refer to Rules 460 and 461 regard ing requests for acceleration.  We will
consider a written request for acceleration of th e effective date of th e registration statement
as confirmation of the fact that those request ing acceleration are aware of their respective
responsibilities under the Securi ties Act of 1933 and the Securiti es Exchange Act of 1934 as

Terren S. Peizer
Catasys, Inc. November 1, 2011 Page 2
 they relate to the proposed public offering of th e securities specified in  the above registration
statement.  Please allow adequate time for us to review any amendment prior to the requested
effective date of the regist ration statement.
 Please contact Shehzad Niazi at (202) 551- 3121 or Jim Lopez at (202) 551-3536 with
any questions.
Sincerely,
   /s/ James Lopez (for)    John Reynolds,
Assistant Director