SecProbe.io

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Mail Stop 3-9								December 21,
2004

Keith G. Myers
President and Chief Executive Officer
LHC Group, LLC
420 West Pinhook, Rd.
Suite A
Lafayette, Louisiana 70503

Re:	LHC Group, LLC.
	Registration Statement on Form S-1
      Filed November 24, 2004
	File Number 333-120792

 Dear Mr. Myers:

      We have reviewed your 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.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. Please provide us proofs of all graphic, visual or photographic
information you will provide in the printed prospectus prior to
its
use, for example in a preliminary prospectus.  Please note we may
have comments regarding this material.

2. Please note that where we provide examples to illustrate what
we
mean by our comments, they are examples and not exhaustive lists.
If
our comments are applicable to portions of the filing that we have
not cited as examples, make the appropriate changes in accordance
with our comments.

3. In your response letter, please state our comment and then
explain
each change that has been made in response to a comment.  In
addition, you should also reference each page number in which
disclosure has been revised in response to a comment with a brief
description of the revisions made so that we can easily place your
revised disclosure in its proper context.

4. Please note that when you file a pre-effective amendment
containing pricing-related information, we may have additional
comments.  As you are likely aware, you must file this amendment
prior to circulating the prospectus.
5. Please note that when you file a pre-effective amendment that
includes your price range, it must be bone fide. We interpret this
to
mean that your range may not exceed $2 if you price below $20 and
10%
if you price above $20.
6. Throughout the registration statement, you make assertions
about
your target market using statistics and other figures that require
third-party support.  As one example only, you state that Medicare
spending totaled $12.8 billion for the two sectors in which you
operate.  We note that there are a number of such statements
throughout the registration statement, including in the Summary
and
the Business section.  Please provide independent third party
support
for these statements and identify the sources of these statistics
in
the registration statement.  Provide supplemental marked copies of
these sources for our review.
Alternatively, if the figures are based on your beliefs and
estimates, you should disclose your basis for these beliefs.
Statements that cannot be supported should be deleted from the
registration statement.
7. In addition, you have also included statements regarding your
aptitudes and your target market which, without third party
support,
would seem to be statements of opinion that may not be appropriate
for the registration statement.  As one example only, you assert
that
counties with 10,000-100,000 residents are underserved for your
services.  As another example, you state that "as an experienced
provider in these markets, we believe we can more effectively
establish relationships with local hospitals...."  Such statements
should be substantiated or removed from the registration
statement.

Summary, page 1

8. Please revise the description of your business to briefly
describe
the "home-based services" and "post-acute healthcare services" you
provide.  Please introduce your summary with a description of your
services and your business model.

9. Please explain what it means to be "medicare-certified."
10. Currently, the Summary describes only the positive aspects of
your business.  Please provide a discussion of the risks and
obstacles you face in implementing your strategy immediately after
your discussion of Competitive Strengths.  The new section should
receive the same prominence and emphasis as the Competitive
Strengths
section.
11. In instances where you have disclosed your net revenue, please
balance the disclosure by also including as discussion of net
income.
12. Please revise your Summary and the discussion of your business
to
clarify how many of the nursing locations, hospitals and other
facilities are owned by you and how many are owned by joint
ventures.

Risk Factors, p. 7
General

13. Please delete the introductory statement, "The risks and
uncertainties described below are not the only ones we face."  All
risk factors should be disclosed in this section.

14. Some of your risk factors are generic insofar as they apply to
many companies in your industry.  When disclosing a risk factor,
you
should customize it with specific reasons why you may be exposed
to a
particular risk so as to make the disclosure more meaningful. For
example:

* "Our business is heavily regulated ...;"
* "We will incur increased administrative and legal costs...;" and
* "In the event we are unable to satisfy regulatory requirements
relating to internal controls..."

Please revise your risk factor discussions to clarify how each
risk
relates to you and your business.  In your response letter, please
identify all places where revisions are made in response to this
comment.

Risks related to our business and industry, page 7
More than 80% of our net service revenue is derived from Medicare
...," page 7
15. Are there any proposed or administrative legislative changes
to
the payment systems that have been proposed?  If there are, a
separate risk factor discussing the proposals and how they may
impact
your business may be warranted.
16. Please explain how changes in the case mix or therapy
thresholds
and reclassifications of home health resource groups or long-term
care diagnosis related groups cause reductions in Medicare
reimbursement.

17. If you have been materially affected by any of the situations
described in these bullet points in the past, then please revise
to
describe the situation and its impact on your business.

"If any of our agencies or facilities fail to comply with
conditions
of participation ...," page 8
18. We note your statement that your agencies and facilities must
comply with the extensive conditions of participation in the
Medicare
program.  Please revise to briefly describe the material
conditions.
If there are instances in the past where you were not in
compliance,
please revise to describe the consequences.

"CMS Recently adopted new regulations that could materially and
adversely...," p.8
19. Please expand this disclosure so that investors can understand
the risks posed in their proper context.  Specifically, you should
include disclosure that explains:
?  the meaning of the term "Medicare admissions limitation;"
?  what the financial impact could be on your revenues in the
affected service lines and any strategic implications for your
business model; and
? the meaning of the term "long-term care diagnosis-related
groups."

Please explain these phrases in simple terms that investors can
easily understand.
20. Will your location that is in a non-MSA location be treated as
if
it is in a MSA location because its parent hospital is located in
an
MSA location?

 "Legislative initiatives could negatively impact our operations
and
financial results." page 9
21. Please quantify the percentage of your revenue that is
generated
from the Medicare fee-for-service market.

"More than 80% of our nest service revenue...," p. 10
22. Please provide more disclosure regarding this risk factor with
a
discussion of the specific economic or competitive conditions that
could have a disproportionate effect on the Company.
23. In addition, you should consider the possibility that the
reverse
dynamic is true.  Specifically, if you have any reason to believe
that market conditions in Louisiana are favorable relative to
other
regions of the country, then there may be a risk that replication
of
the business model outside of Louisiana will not be as successful
as
your endeavors within that state.  Please disclose any such market
and/or other conditions.

"If we are unable to maintain relationships with existing referral
sources...," p. 10
24. If you have experienced problems in the past retaining
referral
and/or employee relationships or if any facts that suggest that
problems may occur in the future, please revise to discuss these
problems and the resulting consequences.

"Delays in reimbursement may cause liquidity problems...," p. 10
25. Please disclose the length of your typical payment cycle.
26. Please explain what types of information systems or Medicare
problems can lead to delays.

"If the structure or operations of our joint ventures or strategic
relationships are found to violate the law ..." page 10
27. Please revise to briefly describe the prohibitions of the
federal
anti-kick back and Start laws.

"If we are required to either repurchase or sell ...," page 11

28. You should also disclose the negative impact of having to sell
equity pursuant to the buy/sell provisions, such as possible
dilution
to investors.  If applicable, also consider the possibility of
being
forced to sell equity at a price less than the price you could
obtain
outside the provision.
29. Please disclose how the price would be determined.  If the
prices
are known, disclose the amount you may be required to pay in order
to
acquire these interests.
30. If you could be required to sell your interests at prices
below
market value, please revise to disclose this possibility.
31. Please explain what alternatives you would face if you do not
have the working capital necessary to make the required purchases.

"The loss of certain senior management ...," page 11

32. To the extent that you have experienced problems attracting
and
retaining key personnel in the recent past, please revise to
describe
these problems. Additionally, if any key employee has plans to
retire
or leave your company in the near future, please revise the
discussion to disclose this information.
33. Are you the beneficiary of the key employee life insurance
policies?

"If we are subject to substantial malpractice...," page 11

34. Please disclose the amount of malpractice insurance you carry.

"The application of state certificate of need and permit of
approval
regulations ..." page 12
35. Please revise to identify the states in which you operate or
plan
to expand into that have certificate of need or permit of approval
laws.  Similarly, revise "We may have difficulty acquiring assets
from, or entering into joint venture or other strategic
relationships
with, not-for-profit entities due to increased regulatory
scrutiny"
to identify to identify states in which you operate that have
enacting or considering enacting laws affecting sales, leases, or
other transactions with not-for-profit entities.

"If we are unable to protect the proprietary nature...," p. 13
36. Please disclose whether you have had any problems maintaining
the
confidentiality of your software systems or methods in the past,
or
whether there are any facts or circumstances that lead you to
believe
that you may have problems in the future.
37. Additionally, explain how your business and financial
performance
would be harmed if a competitor developed a similar system.

"Failure of, or problems with, our critical software...," p. 13
38. Please disclose the specific systems that are critical to your
business, other than Service Value.
39. If you have experienced any problems of the types described in
the past or if there are any facts or circumstances that lead you
to
believe that you may have problems in the future, please revise to
describe the problems and/or facts and circumstances.
40. If appropriate, in order to avoid repetition and customize
your
risk factors, please consider consolidating this risk factor with
the
subsequent factor called "we may experience difficulties in
implementing new information systems."

"We may be unable to secure the additional capital necessary to
implement our growth strategy," page 14
41. Please revise to disclose the amount that will be available
under
your new senior secured credit facility.

"In the event we are unable to satisfy regulatory requirements
relating to internal controls ...," page 17

42. If you have any reason to believe that you will not be able to
complete the evaluation in a timely manner or that there are
deficiencies in your internal control over financial reporting,
please revise to disclose this information.

Use of Proceeds, page 19
43. Please revise to disclose the interest rates applicable to
your
credit facility with Residential Funding Corporation and your loan
from The Catalyst Fund and Southwest/Catalyst Capital.
Additionally,
state when the amounts under this credit facility and loan
agreement
are due.
44. If any of the amounts to be repaid was incurred within one
year,
describe the use of the proceeds from such indebtedness unless the
proceeds were used for working capital.

Non-GAAP Financial Measures, page 24

45. We note your disclosure regarding Non-GAAP financial measures.
It appears that the company uses EBITDA less minority interest and
Adjusted EBITDA as non-GAAP performance measures, which are
subject
to the disclosure requirements of Item 10(e) of Regulation S-K, as
they exclude recurring items.  Elimination of these items from the
most comparable GAAP measure appears to have the effect of
smoothing
earnings.  While the acceptability of a non-GAAP financial measure
that eliminates recurring items from the most comparable GAAP
measure
depends on all facts and circumstances, we do not believe that a
non-
GAAP measure that has the effect of smoothing earnings is
appropriate.  In addition, we note that the items you exclude have
the following attributes.

* There is a past pattern of these items occurring in each
reporting
period;
* The financial impact of these items will not disappear or become
immaterial in the future; and
* There is no unusual reason that the company can substantiate to
identify the special nature of these items.

These attributes raise significant questions about management`s
assertions as to the usefulness of this measure for investors and
the
appropriateness of its presentation in accordance with Item 10 of
Regulation S-K.  Please refer to "Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures" on our website
at
www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm that we issued
on
June 13, 2003.  Please revise your filing to remove all references
to
this measure or tell us how you disclosure complies with Item 10
of
Regulation S-K.

Management`s Discussion and Analysis of Financial Condition and
Consolidated Results of Operations, page 25

46. Please disclose the following in Management`s Discussion and
Analysis:
* Disclose the day`s sales outstanding for each period presented.
Disclose the reasons for significant changes from the prior
period.
* If your billing system does not have the capacity to provide an
aging schedule of your receivables, disclose that fact and clarify
how this affects your ability to estimate your allowance for bad
debts.
* State the steps you take in collecting accounts receivable.
Disclose your p