SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

                                 ALSTON&BIRD LLP

                               One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3424

                                  404-881-7000
                                Fax: 404-881-7777
                                 www.alston.com

PETER C. NOVEMBER     DIRECT DIAL: 404-881-7872      E-MAIL:PNOVEMBER@ALSTON.COM

                         April 19, 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.
            Supplemental Response to Form S-1/A
            Filed April 7, 2005
            File Number 333-120792

Dear Mr. Riedler:

      At the request and on behalf of our client, LHC Group, Inc. (the
"Company"), we hereby file, via EDGAR, responses to the Staff's comment letter
dated April 13, 2005, which have been prepared by the Company with the
assistance of its legal counsel. As requested, these responses are keyed to
correspond to the Staff's comment letter. A copy of this letter and other
supplemental materials referenced herein, are being sent to the Staff via
overnight mail.

      Unless the context requires otherwise, references to we, our, us, LHC or
the Company in this letter refer to LHC Group, Inc. All references in this
letter to the term "HTAT Exchange Agreement" refer to that certain Exchange
Agreement entered into on November 23, 2004 by and between Louisiana Healthcare
Group, LLC ("LHCG"), LHC Group and David Herbert, Christopher Thibodeaux, Daryl
Albro and Kevin Touchet (Messrs. Hebert, Thibodeaux, Albro and Touchet are
collectively referred to herein as the "HTAT Holders"), a copy of which is
attached hereto as Appendix A. All references in this letter to the term "Beta
                   ----------
Exchange Agreement" refer to that certain Exchange Agreement entered into on
September 14, 2004 by and between LHCG, LHC Group and Beta Home Care, Inc.
("Beta"), a copy of which is attached hereto as Appendix B. All references in
                                                ----------
this letter to the term "HTAT Agreement" refer to that certain Shareholders'
Agreement entered into on April 29, 2004 between LHCG, and the HTAT Holders, a

<TABLE>
<S>                       <C>                 <C>                     <C>
 Bank of America Plaza      90 Park Avenue        3201 Beechleaf      601 Pennsylvania Avenue, N.W.
    101 South Tryon       New York, NY 10016     Court, Suite 600      North Building, 10th Floor
   Street, Suite 4000        212-210-9400     Raleigh, NC 27604-1062    Washington, DC 20004-2601
Charlotte, NC 28280-4000  Fax: 212-210-9444        919-862-2200               202-756-3300
      704-444-1000                               Fax: 919-862-2260          Fax: 202-756-3333
   Fax: 704-444-1111
</TABLE>

<PAGE>

Mr. Jeffrey Reidler
April 19, 2005
Page 2

copy of which is attached hereto as Appendix C. All references in this letter to
the term "Beta Agreement" refer to that certain Operating Agreement for Acadian
Home Health Care Services, LLC entered into on January 1, 2004 between LHCG and
Beta, a copy of which is attached hereto as Appendix D. All references in this
letter to the term "St. Landry's Agreement" refer to that certain Operating
Agreement for St. Landry Extended Care Hospital, LLC entered into on April 15,
2004 between LHCG and the minority interest holders listed on the signatures
pages thereto (the "St. Landry's Holders"), a copy of which is attached hereto
as Appendix E.

COMMENT

1)    In your March 25, 2005 response, you express your belief that the
      reference to "freestanding financial instrument" in EITF 00-6 would
      encompass an equity derivative on shares of a subsidiary even if the
      equity derivative did not meet the SFAS 150 definition of "freestanding
      financial instrument." In support of this belief you indicate that, if the
      SFAS 150 definition of freestanding financial instrument applied to EITF
      00-6, EITF 00-6 would essentially address a "null set" of instruments. We
      are continuing to evaluate the company's conclusions. In order to
      facilitate our evaluation, please address the following:

            a) Please tell us how the company would account for the subsidiary
      stock held by the minority shareholders if the terms of the equity
      derivatives in question were in fact terms of and thus embedded in the
      subsidiary stock held by the minority shareholders.

            b) Please help us understand what you meant when you stated that
      EITF 00-6 would address a "null set" of financial instruments if the
      definition of SFAS 150 definition of "freestanding financial instrument"
      applied to EITF 00-6. For example, are you asserting that EITF 00-6 would
      not apply to forward contracts to sell common shares of a subsidiary?

            c) Please provide any additional insight that you believe would help
      us understand the views you expressed.

RESPONSE

      (a)   We believe the instrument described in the question above would be
some form of redeemable or puttable stock. If the instrument was mandatorily
redeemable (for example, if containing a forward agreement), it would be subject
to the guidance in paragraph 9 of FASB Statement No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity. If
the instrument were only contingently redeemable (for example, if the instrument
contains a contingent trigger, or

<PAGE>

Mr. Jeffrey Reidler
April 19, 2005
Page 3

a put option), it would not be subject to Statement 150, as discussed in
paragraph 10s 15 of that standard).

      The forward or put rights also must be analyzed as potential embedded
derivatives under FASB Statement No. 133, Accounting for Derivative Instruments
and Hedging Activities. We believe that the derivatives would not be bifurcated
under Statement 133 because the potential embedded derivative is not net
settleable. The derivatives do not provide for net-cash settlement and, further,
the underlying stock of the subsidiary would not be readily convertible to cash
as contemplated in paragraph 9c of Statement 133. (Our further analysis below
assumes Statement 133 would not require bifurcation.)

      Therefore, there is no FASB literature on point for the instrument. As a
result, the guidance in the SEC's Accounting Series Release No. 268,
Presentation in Financial Statements of "Redeemable Preferred Stocks" would be
considered. Under this guidance, we would reflect the minority interest subject
to redemption at its current redemption amount.

      That presentation raises the question as to how to recognize the initial
redemption amount, as well as changes to that redemption amount, if that amount
was different than the carrying amount of the minority interest in the
historical financial statements. Two EITF D-Topics suggest reflecting such an
adjustment in the numerator of the EPS calculation. In EITF Topic D-42, "The
Effect on the Calculation of Earnings per Share for the Redemption or Induced
Conversion of Preferred Stock," the SEC stated that the excess of the fair value
of the consideration transferred to the holders of the preferred stock over the
carrying amount of the preferred stock in the registrant's balance sheet
represents a return to the preferred stockholder and, therefore, should be
treated in a manner similar to the treatment of dividends paid to the holders of
the preferred stock in the calculation of earnings per share. In EITF Topic
D-98, "Classification and Measurement of Redeemable Securities," the SEC staff
stated that increases or decreases in the carrying amount shall reduce or
increase income applicable to common stockholders in the calculation of earnings
per share and the ratio of earnings to combined fixed charges and preferred
stock dividends. However, we would propose reclassifications to and from
additional paid in capital for changes in the redemption value, without
impacting the numerator for EPS purposes, for the reasons discussed below.

      ASR 268 was released in July 1979, with the SEC staff noting, "There is a
significant difference between a security with mandatory redemption requirements
or whose redemption is outside the control of the issuer and conventional equity
capital. The Commission believes that it is necessary to highlight the future
cash obligations attached to this type of security so as to distinguish it from
permanent capital." (Emphasis added.) While we would agree that applying ASR 268
would provide transparent disclosure of amounts in the balance sheet that
highlight the future cash obligations, we do not believe that this redemption
represents any form of a preferential return to a group of shareholders as
contemplated in EITF Topics D-42 and D-98.

<PAGE>

Mr. Jeffrey Reidler
April 19, 2005
Page 4

      We believe that the recognition of changes in the redemption amount of a
preferred stock should be recognized as an adjustment to earnings available to
common shareholders because the actual redemption of the preferred security for
that amount would also result in such an adjustment. However, when common stock
of a parent or subsidiary is redeemable for fair value, we do not believe it is
appropriate to recognize the change in the redemption amount as a preferential
distribution. The redemption of common stock of the parent for fair value is
accounted for as a treasury stock transaction with no gain or loss recognized by
the enterprise. Accordingly, we believe that a redemption provision that may
require the enterprise to redeem its common stock for fair value similarly does
not result in a preferential distribution.

      As discussed in paragraph 69 of FASB Concepts Statement No. 6, Elements of
Financial Statements, "distributions by an enterprise to its owners decrease its
net assets and decrease or terminate ownership interests of those that receive
them. Reacquisition by an entity of its own equity securities by transferring
assets or incurring liabilities to owners is a distribution to owners as that
concept is defined in that statement." In the case of redeemable minority
interest, the net assets of the enterprise are not increased or decreased.
Rather, upon redemption the enterprise would be acquiring additional investments
in its subsidiary at a purchase price that approximates the fair value of those
interests. Accordingly, the net assets of the enterprise would be unchanged and
this redemption would not constitute a preferential distribution, but a value
for value exchange (specifically, the acquisition of minority interest to be
recognized at fair value).

      By reflecting changes to the redemption value as reclassifications to and
from additional paid in capital without impacting the numerator for EPS purposes
(including reversal of the reclassification if or when the put or forward was
exercised), we would also be positioned to properly apply step acquisition
guidance in FASB Statement No 141, Business Combinations. That is, the
adjustments to maintain minority interest at redemption value would be reversed
(without raising an issue of whether that reversal should be reflected in
earnings available to common shareholders) and the acquisition of the minority
interest would be recognized at fair value, with appropriate recognition of the
acquired portion of assets and liabilities at their current fair values.
Reflecting changes in redemption values in earnings available to common
shareholders would require either (a) the subsequent reversal of the adjustment
to earnings available to common shareholders, and corresponding reversal of the
EPS impact, to be able to recognize the acquisition of the minority interest at
its fair value or (b) no reversal, which would effectively result in no
adjustment to the carrying value of the assets and liabilities acquired in the
acquisition of minority interest. We believe that the former approach merely
introduces volatility into EPS that subsequently would be reversed and would not
provide useful information to investors. We believe that the latter approach
would violate the requirements of Statement 141.

<PAGE>

Mr. Jeffrey Reidler
April 19, 2005
Page 5

      (b)   We believe the "concept of freestanding" as applied in EITF 00-6
(which would include the measured consideration of the definition in EITF Issue
96-13, "Accounting for Derivative Financial Instruments Indexed to, and
Potentially Settled in, a Company's Own Stock," in conjunction with
consideration of the examples in EITF 00-6 and its related issues papers, which
illustrate various instruments requiring physical settlement) was broader than
the "definition of freestanding" in Statement 150. We further believe that
applying the more recent Statement 150 definition of freestanding to the
arrangement historically contemplated by EITF 00-6 would result in a reduction
of the situations that would fall under EITF 00-6 (admittedly not a 100%
reduction resulting in the "null set" comment above, but a significant reduction
nonetheless).

      In most cases, forwards and puts on subsidiary shares represent exit
strategies or liquidity features for the minority investors. As such, they are
often entered into at the time the joint venture or subsidiary is created, or
when the parent becomes involved in the entity, and typically provide for
physical settlement. Some of those instruments are addressed by EITF Issue 00-4,
"Majority Owner's Accounting for a Transaction in the Shares of a Consolidated
Subsidiary and a Derivative Indexed to the Minority Interest in That
Subsidiary." However, some instruments may not be addressed by that issue; for
example, forwards that are not at a fixed price, individual put or call options,
or put and call option combinations where the strike prices are significantly
different. Those instruments may have been entered into in conjunction with
another transaction, or perhaps are not legally detachable and separately
exercisable, and thus not freestanding under the definition in Statement 150.
That would preclude EITF 00-6 from applying to those situations if the
definition in Statement 150 were the same as the concept in EITF 00-6.
Additionally, focusing on the substance of the legally detachable and separately
exercisable criteria, we believe many transactions in the past would, despite
their form, not meet the definition of freestanding under Statement 150, again
precluding EITF 00-6's applicability if it were the same as the concept in
Statement 150. As described in previous letters, we would cite as an example if
a parent company enters into a contract with the only minority shareholder of
its privately held subsidiary that allows the shareholder to put its shares to
the parent at a fixed price, that put option generally would be considered to be
embedded in the related shares as the Statement 150 definition of "freestanding"
is applied, but where we believe EITF 00-6 would be relevant (and in fact, this
appears to be the fact pattern in certain examples in the issue summaries for
that Issue).

      In summary, we believe that if the substance of the Statement 150
definition of freestanding was applied in light of the traditional EITF 00-6
transactions, the result would be that most situations where put options or
forwards were used strategically would fall out of the scope of that issue. We
do not believe that would have been the intention of the EITF at the time EITF
00-6 was drafted.

<PAGE>

Mr. Jeffrey Reidler
April 19, 2005
Page 6

      (c)   While we appreciate the complexity of this issue, and acknowledge
there may be several accounting models available, we believe the model we have
followed provides adequate transpar