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corresp

August 24, 2004

VIA EDGAR AND VIA FACSIMILE

U.S. Securities and Exchange Commission

450 Fifth Street

Washington, D.C. 20549

Attention: Sonia Barros

Mail Stop 0309

    Re:

    WellCare Health Plans, Inc.

    Form 10-Q for Quarter ended June 30, 2004 filed August 13, 2004

    File No. 001-32209

     On behalf of WellCare Health Plans, Inc. (the “Company”), we submit
the following responses to the comments contained in the letter of comment
of the Commission staff (the “Staff”) dated August 19, 2004. The headings
and numbered comments below correspond to the headings and numbers noted in
such letter.

Part II, Item I. Legal Proceedings

    1.

    We refer to your disclosure regarding the action entitled E.S. Thomas vs.
Well Care HMO, Inc. We note that the disclosure in your Form 10-Q states
that the plaintiff “seeks monetary damages, including lost profits over
the alleged contract term.” We further note that the disclosure in your
IPO prospectus states the plaintiff seeks “an unspecified amount of
damages, including lost profits.” We are in receipt of an order dated
April 29, 2004 from the Office of Insurance Regulation of the State of
Florida in which the company acknowledges that the plaintiff in this
lawsuit is seeking damages in excess of $180 million. It appears that in
future filings you should state the amount of damages sought by the
plaintiff in this litigation. If you disagree, please advise us
accordingly.

     Response: The Company supplementally advises the Staff that, as a
provider of managed healthcare services, the Company is routinely subject to
litigation in the ordinary course of business, much of which it believes is
frivolous. In several cases, the plaintiffs in such lawsuits allege that they
are entitled to be awarded damages in amounts significantly in excess of
amounts that the Company believes to be reasonably supported based on the
underlying facts and circumstances. For this reason, the Company believes that
in several cases the amount of damages alleged by a plaintiff is not a
meaningful indication of the actual potential liability facing the Company, and
that the disclosure of such alleged damages amounts could be misleading to
investors. Furthermore, the Company believes that in such cases it would be

U.S. Securities and Exchange Commission

August 24, 2004

Page 2 of 3

inappropriate to lend credence to the plaintiff’s allegation of damages by
publicly disclosing such amount and by implication suggesting that there may be
a legitimate basis for the amount claimed.

     With respect to the E.S. Thomas litigation, we first note that the
Company’s disclosure in the final prospectus from its initial public offering
(as filed with the Commission on July 1, 2004) regarding the damages sought by
the plaintiff is exactly the same as that in the Form 10-Q, namely that the
plaintiff “seeks monetary damages, including lost profits over the alleged
contract term.” The language cited in the Commission’s comment above, stating
that the plaintiff seeks “an unspecified amount of damages...,” appeared only
in the preliminary prospectus filed with the Company’s original Form S-1 and
the first amendment thereto.

     The Company believes that the plaintiff in the E.S. Thomas litigation is
not entitled to recover any damages. The Company has relied on the
advice of its outside counsel and other advisors in forming the opinion that
the case is without merit and the possibility of loss is remote. The Company
believes that the $180 million damage figure cited in the Order issued by the
Office of Insurance Regulation and noted in the Commission’s comment is not an
accurate indicator of potential damages that may be incurred by the Company.
Based on recent settlement discussions between the parties, the Company
believes that it will be successful in settling this matter without any
material adverse effect on the Company’s financial position, results of
operations or cash flows.

     For the above reasons, the Company does not believe that it is appropriate
to state in its filings with the Commission the amount of damages that the
plaintiff in the E.S. Thomas litigation is seeking. The Company respectfully
submits that the disclosure contained in its Form 10-Q (as well as in the final
prospectus from its initial public offering) as to the damages sought by the
plaintiff is compliant with the requirements of Item 103 of Regulation S-K,
which does not require disclosure as to the amount of damages sought.

2. Please provide us with your analysis as to why the E.S. Thomas litigation
will not have a material adverse effect on your financial position, results of
operation or cash flows. In future filings, to the extent you state a material
legal proceeding will not have a material adverse effect on your business,
please disclose your basis.

     Response: The Company supplementally advises the staff that the Company
believes that the E.S. Thomas litigation will not result in a material adverse
effect on the Company’s financial position, results of operation or cash flows
because, for the reasons discussed above, the Company believes that the
probability of a material loss arising from the lawsuit is remote. While the
plaintiff’s calculation of its alleged damages is high, the Company believes
that the actual amount of damages that could reasonably be expected to be
recovered by the plaintiff is substantially lower. Furthermore, in determining
the Company’s likely exposure, any potential damages must be adjusted to take
into account the probability that the Company will be found to have any
liability. As discussed above, the Company believes that it has strong
defenses to the plaintiff’s liability claims. In making its materiality
assessment, the Company believes that any

U.S. Securities and Exchange Commission

August 24, 2004

Page 3 of 3

potential damages award must be appropriately judged in light of the
probability of exposure.

     In addition, the Company believes that any liability it may incur as a
result of the E.S. Thomas litigation will not result in a material adverse
effect on the Company’s financial position, results of operation or cash flows
because it has accruals, rights to indemnification and/or insurance coverage
that will likely be sufficient to mitigate any loss (as is indicated in the
Form 10-Q and the final prospectus). In particular, the Company is entitled to
be indemnified by the prior owners of the Company’s Florida operations for up
to $10 million in damages arising from pre-closing claims (including the E.S.
Thomas litigation) generally, and up to an additional $25 million in damages
arising from the E.S. Thomas litigation, after meeting a $2 million aggregate
“deductible” applicable to all such liabilities. The prior owners’ specific
indemnification obligations with respect to the E.S. Thomas suit are secured by
a $25 million escrow account established for the Company’s benefit, and the
Company also has the right to reduce the amount otherwise payable to the prior
owners under the Amended and Restated Senior Subordinated Promissory Note
issued to them by any additional indemnifiable damages to which it is entitled
(up to the general $10 million cap). These indemnification and escrow
arrangements are set forth in the Amendment and Settlement Agreement, dated
February 12, 2004, and the Prepayment and Amendment Agreement, dated May 11,
2004, each between the Company and the prior owners, copies of which were filed
as Exhibits 10.7 and 10.30 to the Company’s Registration Statement on Form S-1
(File No. 333-112829).

     As a result of these indemnification arrangements, among other things, if
the Company is ultimately determined to have liability in the E.S. Thomas
lawsuit in the amount of $37 million or less, its actual loss would be limited
to approximately $2 million. If the Company is determined to have liability in
an amount greater than $37 million, its actual loss would be limited to that
amount less $35 million. Accordingly, based on the Company’s evaluation of the
reasonably likely range of outcomes in the case, it believes that the lawsuit
will not have a material adverse effect on its financial position, results of
operations or cash flows.

* * *

     Please do not hesitate to call me at (202) 533-2338 or Jason Simon at
(703) 749-1386 should you have any questions concerning this filing or any of
the above responses.

Very truly yours,

/s/ Stephen A. Riddick

Stephen A. Riddick

cc: Todd S. Farha