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LHC GROUP, INC

March 25, 2005

Mr. Jeffrey Riedler

Assistant Director

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549-0306

    Re:

    LHC Group, Inc.

    Registration Statement on Form S-1

    Filed November 24, 2004, as amended

    File Number 333-120792

Dear Mr. Riedler:

     At the request and on behalf of our client, LHC Group, Inc. (the “Company”), we are filing
this letter in response to comment No. 10 included in the Staff’s letter dated February 25, 2005
relating to the above referenced Registration Statement (the “Registration Statement”). Since the
filing of our initial response to comment No. 10 on March 4, 2005, we have engaged in conversations
with the Staff regarding our analysis of the issues presented in comment No. 10. Based on those
conversations, and at the request of the Staff, we are filing this letter to further explain our
analysis and to provide the Staff with the additional information it has requested. This letter
provides the Staff with factual detail regarding the underlying transactions that are the subject
of comment No. 10 and with our specific analysis regarding the proper accounting for such
transactions based upon the applicable accounting literature.

     In order to further support our analysis, we have attached to this letter as Appendix A, a
“white paper” that generally discusses the application of EITF No. 00-6, ASR 268, SFAS No. 150 and
SFAS No. 133 in the context of put options and forward contracts. We have also attached as
Appendix B some additional proposed disclosure for the Registration Statement that will further
assist investors in understanding and evaluating the put options and forward contracts that are at
issue in comment No. 10. In addition, we intend to include parenthetical disclosure on our balance
sheet referring investors to this additional disclosure.

Mr. Jeffrey Reidler

March 25, 2005

Page 2

     Unless the context requires otherwise, references to we, our, us, LHC or the Company in this
letter refer to LHC Group, Inc.

COMMENT

    10)
    Please refer to your responses to comments 22 and 23. It appears that your analysis does not
follow the appropriate path through the literature given that this appears to be a financial
instrument. Please discuss the applicability of SFAS 150, EITF 00-6, and ASR268 and other
related literature to this agreement. It appears that the filing of the registration
statement makes it appear that it is probable that this minority interest will become
redeemable.

RESPONSE

Facts

     In 2004 we entered into three joint venture relationships pursuant to which our minority
interest partners were provided a right to put their minority interest holdings to us upon certain
events, including, but not limited to, our initial public offering. The first of these
relationships was entered into in January 2004 with Beta Home Care, Inc. (“Beta”) and related to
the ownership and operation of a home nursing agency. The equity joint venture agreement for this
relationship granted Beta a right in the event LHC is sold, merged or otherwise acquired, or if LHC
undertakes an initial public offering, to: (i) exchange its minority interest holdings in the
equity joint venture for shares of LHC’s common stock, or (ii) to sell its minority interest
holdings in the equity joint venture to LHC for cash at a pre-determined multiple of the equity
joint venture’s earnings before interest, taxes, depreciation and amortization (“EBITDA”)
established in the equity joint venture agreement. If Beta elects to convert its minority interest
holdings into shares of LHC’s common stock, the number of shares of LHC’s common stock to be issued
upon conversion will be determined in accordance with the following formula:

    Beta’s percentage interest in the equity joint venture (37.5%) * the total
outstanding shares of common stock of LHC * a fraction, the numerator of which is
the EBITDA of the equity joint venture for the preceding 12 months and the
denominator of which is LHC’s EBITDA for the preceding 12 months.

     If Beta elects to sell its minority interest holdings to LHC for cash, the cash purchase price
to be paid is determined as follows:

    Beta’s percentage interest in the equity joint venture (37.5%) * 5 * the EBITDA of the
joint venture for the preceding 12 months

Mr. Jeffrey Reidler

March 25, 2005

Page 3

     The second joint venture relationship of this kind was entered into in April 2004 for the
ownership and operation of an outpatient rehabilitation clinic with four individual minority
interest holders (the “HTAT Holders”) who collectively own 49% of the equity joint venture
interests. Pursuant to the terms of the equity joint venture agreement for this relationship, the
HTAT Holders have the right in the event LHC is sold, merged or otherwise acquired, or if LHC
undertakes an initial public offering, to: (i) exchange their minority interest holdings in the
equity joint venture for shares of LHC’s common stock, or (ii) to sell their minority interest
holdings in the equity joint venture to LHC for cash at a pre-determined multiple of the equity
joint venture’s EBITDA established in the equity joint venture agreement. The conversion formula
and the cash redemption formula in this equity joint venture are identical to the formulas
described above in the equity joint venture with Beta.

     The third relationship of this type was entered into in April 2004 for the ownership and
operation of a long-term acute care hospital with individual minority interest holders (the “St.
Landry’s Holders”) who collectively own 5% of the equity joint venture interests. The St. Landry’s
Holders have the right upon an initial public offering by LHC or the acquisition of LHC by a public
company to convert their minority interest holdings in the equity joint venture into shares of
LHC’s common stock. The conversion formula is identical to the formula described above for the
joint venture with Beta, except that the time period during which EBITDA for both LHC and the
equity joint venture are to be measured is the fiscal year ended prior to the exercise of the
conversion right. Since the St. Landry’s Holders are physicians, their ownership of shares of
LHC’s common stock is contingent upon compliance with the federal Stark law. Therefore, the
conversion feature may only be exercised by the St. Landry’s Holders in the event that we have $75
million of stockholders’ equity following our initial public offering. Based on the anticipated
initial public offering price, we are reasonably certain that following our initial public offering
we will not have $75 million in stockholders’ equity. Thus, the St. Landry’s Holders will not have
the right to exercise their conversion rights in connection with our initial public offering.

     In addition to the conversion option, the St. Landry’s Holders have also been granted a right
to require us to redeem their minority interest holdings in the equity joint venture in cash at
anytime after 30 days following our initial public offering. The purchase price is equal to the
product of the number of shares of our common stock the redeeming member would have received upon
exercise of the conversion option and the average trading price of our common stock during the 30
days preceding the exercise of the redemption right.

     Prior to filing the initial Registration Statement in November 2004, we entered into exchange
agreements with both Beta and the HTAT Holders in order to fix the number of shares each would
receive upon conversion of their minority interest holdings into shares of our common stock in
connection with our initial public offering. The exchange agreements, which are attached as
exhibits to, and are further described in, the

Mr. Jeffrey Reidler

March 25, 2005

Page 4

Registration Statement, provide that upon the completion of our initial public offering Beta
and the HTAT Holders will receive 450,000 and 68,036 shares, respectively, of our common stock. In
addition to issuing shares to Beta, we also agreed to pay Beta, as additional consideration for its
minority interest holdings, cash in an amount equal to the product of 153,772 shares and our
initial per share initial public offering price.

Analysis

I. Put Options

     SFAS No. 150 defines a freestanding financial instrument as “a financial instrument that is
entered into separately and apart from any of the entity’s other financial instruments or equity
transactions, or that is entered into in conjunction with some other transaction and is legally
detachable and separately exercisable.” While the put options are not legally a part of the
minority interest, they were granted concurrently with the acquisition/sale of our interests and
therefore we believe the put options should be viewed as being embedded in the minority interest.
Accordingly, we believe that the put options granted to Beta, the HTAT Holders and the St. Landry’s
Holders are not freestanding financial instruments (i.e., they cannot be transacted for
separately) and therefore fall outside the scope of SFAS No. 150. SFAS No. 150 notes that to the
extent any of the instruments described in SFAS No. 150 are deemed not to be freestanding, other
guidance would continue to apply, such as SFAS No. 133 and EITF No. 00-6. EITF No. 00-6 notes it
would still be applicable when evaluating embedded derivatives for purposes of SFAS No. 133.

     Under SFAS No. 133, contracts that do not in their entirety meet the definition of a
derivative may contain embedded derivative instruments. An instrument constitutes an embedded
derivative if it meets certain criteria, including, without limitation, that the instrument is able
to be net settled. The put options do not meet the net settlement criteria in SFAS No. 133, as the
option requires physical settlement, there is no market that facilitates net settlement and the
minority interests delivered by the option holder are not readily convertible to cash. Therefore,
the put options would not technically constitute embedded derivatives for purposes of SFAS No. 133.
Because these put options do not constitute embedded derivatives under SFAS No. 133, arguably EITF
No. 00-6 would not technically apply for purposes of determining the appropriate accounting for
these put options. However, we note the Staff’s longstanding position that put options should be
reported at fair value and subsequently marked to fair value through earnings. On the basis of
this longstanding position, we believe the put options should be bifurcated and separately
recognized at fair value and any changes in the fair value of the put option should be recognized
in earnings.

     Since the purchase price to be paid upon the exercise of these put options is based on a
formula that we believe approximates the fair value of the minority interest holdings being
acquired (i.e., the fair value of the put is de minimis), there is no accounting

Mr. Jeffrey Reidler

March 25, 2005

Page 5

recognition required related to these options. Accordingly, we have disclosed the terms of
these put options in the footnotes to our financial statements, but have not otherwise accounted
for them. In order to support our assertion that these put/conversion options are at fair value,
we have obtained a valuation by an independent, third party valuation firm. The valuation firm has
confirmed to us verbally that these put options approximate fair value and we expect to receive the
final valuation report by March 25th. Further, our independent registered public
accounting firm, Ernst & Young LLP will be auditing our fair value assertion in connection with the
completion of their audit of our 2004 financial statements.

     As part of our analysis we have considered ASR 268 and EITF Topic D-98 with respect to these
put options and the interests in which they are embedded. ASR 268 requires a public entity’s stock
subject to redemption requirements that are outside the control of the issuer to be excluded from
caption “stockholders’ equity” and presented separately in the issuer’s balance sheet. Although
ASR 268 discusses only “Redeemable Preferred Stocks,” it is our understanding that the Staff
believes this rule provides analogous guidance to all redeemable equity instruments, including
redeemable classes of common stock and other redeemable equity instruments. Accordingly we reviewed
the classification of the minority interest liability. No reclassification was necessary as
minority interest is appropriately classified outside of permanent equity.

     Further, if one assumes that the put options should not be bifurcated, but rather should be
combined with the minority interest, EITF Topic D-98 and SAB 64 provide that the initial carrying
amount of the redeemable equity interests should be its fair value at the date of issue. Subsequent
accounting is dependent on the instrument’s redemption provisions. In our case, the minority
interest is redeemable only if specified events occur. If redemption is uncertain, adjustment of
the initial carrying amount is not necessary until redemption is probable and disclosure of why the
redemption is uncertain should be provided.

     Given that the redemption of the put options is contingent on our initial public offering or
the acquisition of LHC, even if reflected as part of the minority interest (which we do not believe
is appropriate), minority interest should not be adjusted until the specified event is probable. We
initially filed the Registration Statement on November 24, 2004, which creates the first point at
which the probability of the event occurring should be evaluated. However, the put options with
Beta and the HTAT Holders were removed, and the exchange agreements were entered into, prior to the
filing of the initial Registration Statement. Accordingly, the put options under the two exchange
agreements would never have triggered any requirement to adjust the initial carrying value of the
minority interest.

     The put option under the third equity joint venture agreement remains and we believe the
likelihood of our initial public offering occurring has not reached a “probable” threshold, even on
the filing of the initial Registration Statement. However, if

Mr. Jeffrey Reidler

March 25, 2005

Page 6

the put option were reflected as part of the minority interest (which again we do not believe is
appropriate), probability must be reassessed at December 31, 2004. It is our position that the
“probable” threshold still would not have been crossed at December 31, 2004. It would be assessed
again when we reached the point where the Staff had cleared its comments sufficiently to reduce the
risk of significant changes to the Registration Statement and we began our investor road show.

     The completion of an initial public offering is contingent upon a number of factors outside
the control of the issuer. First, the issuer must determine whether there is sufficient interest
in the issuer’s business in order create a public market for its securities. Until such time as
the issuer speaks with prospective investors on the road show, this determination can not be made.
In addition to market interest, initial public offerings are also contingent upon fluctuations in
the public markets. In the period between the filing of a registration statement and the effective
date of a registration statement, there is a significant possibility that market conditions change
to a level that makes the offering unattractive to the issuer and/or the underwriters. For
example, our offering is subject to the continued strength of the market for home health companies.
If the existing public companies in this sector do not perform either at or in excess of
expectations prior to the completion of our initial public offering, the market for home health
companies could be adversely impacted and