SecProbe.io

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                                ALSTON & BIRD LLP
                               One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3424

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

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<S>                         <C>                             <C>
PETER C. NOVEMBER           DIRECT DIAL: 404-881-7872       E-MAIL: PNOVEMBER@ALSTON.COM
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                                 April 28, 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, LLC
         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 this letter in response to the comment letter dated
April 27, 2005 from the Staff with regard to the above referenced registration
statement (the "Registration Statement"). Unless the context requires otherwise,
references to we, our, us, LHC or the Company in this letter refer to LHC Group,
Inc.

COMMENT

FORM S-1/A

Applicability of ASR to the Beta, HTAT and St. Landry's Contingent Put Options

         1.       We note that the Beta and HTAT equity derivatives become
                  exercisable in the event that LHC Group LLC undertakes an
                  initial public offering or is "sold, merged or otherwise
                  acquired." Please confirm our understanding, if true, that
                  during the April 25, 2005 conference call you represented that
                  a legal standpoint the condition "sold, merged or otherwise
                  acquired" would be met in the event more than 50% of the
                  voting power of the company is transferred.

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<S>                            <C>                     <C>                           <C>
    Bank of America Plaza         90 Park Avenue         3201 Beechleaf Court,         601 Pennsylvania Avenue,
  101 South Tryon Street,      New York, NY 10016             Suite 600                         N.W.
        Suite 4000                212-210-9400         Raleigh, NC 27604-1062        North Building, 10th Floor
 Charlotte, NC 28280-4000      Fax: 212-210-9444            919-862-2200             Washington, DC 20004-2601
       704-444-1000                                       Fax: 919-862-2260                 202-756-3300
     Fax: 704-444-1111                                                                   Fax: 202-756-3333
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Mr. Jeffrey Riedler
April 28, 2005
Page 2

RESPONSE

         We confirm that from a legal standpoint, we believe that the condition
"sold, merged or otherwise acquired" would be met in the event more than 50% of
the voting power of LHC Group is transferred.

COMMENT

         2.       We note that the St. Landry option is exercisable if LHC Group
                  LLC "undertakes and initial public offering or is acquired by
                  a publicly traded company.'" Please confirm our understanding,
                  if true, that during the April 25, 2005 conference call, you
                  represented that from a legal standpoint the condition
                  "acquired by a publicly traded company" would be met in the
                  event more than 50% of the voting power of the company is
                  transferred.

RESPONSE

         We confirm that from a legal standpoint, we believe the condition
"acquired by a publicly traded company" would be met in the event more than 50%
of the voting power of LHC Group is transferred.

COMMENT

         3.       If the answer to the two previous questions that a more than
                  50% ownership transfer makes these options exercisable, it
                  appears that these puts are mandatorily redeemable under the
                  guidance provided in ASR 268 because the change of control
                  provision is outside the control of the company and its board.
                  Please provide to us an analysis of the application of ASR 268
                  and EITF D-98 as it relates to the measurement criteria for
                  these puts through the date of the completion of the initial
                  public offering.

RESPONSE

Beta Home Care, Inc. Analysis

         In January 2004 we entered into a joint venture with Beta Home Care,
Inc. ("Beta") for the ownership and operation of a home nursing agency (the
"Beta Joint Venture"). In conjunction with this transaction, we amended the
operating agreement for the Beta Joint Venture and granted Beta a right to
exchange its minority interest holdings in the Beta Joint Venture for shares of
LHC Group's common stock upon either of the following events: (i) if LHC Group
undertakes an initial public offering, or (ii) if LHC Group is sold, merged or
otherwise acquired. On September 14, 2004, we entered into an Exchange Agreement
with Beta pursuant to which it was agreed that in the event LHC Group closes an
initial public offering, Beta would be required to exercise its conversion

<PAGE>

Mr. Jeffrey Riedler
April 28, 2005
Page 3

option and established that the consideration to be received by Beta upon
conversion would be 450,000 shares of LHC Group's common stock and the cash
equivalent of 153,772 shares of LHC Group's common stock.

         Based on discussions with the Staff, we believe that it is necessary to
analyze the proper accounting treatment for this conversion option by analyzing
the conversion option under both the initial public offering scenario and the
scenario involving the sale, merger or other acquisition of LHC Group. It is our
understanding that based on assertions from us, the Staff does not believe that
the conversion option is a freestanding instrument under SFAS No. 150 or an
embedded derivative under SFAS No. 133. Further, the Staff does not believe that
the concept of freestanding contained within EITF 00-6 would apply to the
conversion option. Accordingly, the conversion option would not be accounted for
using the guidance provided in EITF 00-6. Therefore, we will limit our analysis
to the application of ASR 268 and EITF Topic D-98.

         ASR 268 requires a public entity's stock subject to redemption
requirements that are outside the control of the issuer to be excluded from the
caption "stockholders' equity" and presented separately in the issuer's balance
sheet. Since the decision by LHC Group to complete an initial public offering is
within the control of the Board of Directors of LHC Group, we believe that the
conversion option in the context of our initial public offering would not be
subject to ASR 268. Based on conversation with the Staff, we believe the Staff
has adopted this same position.

         In the context of a sale, merger or other acquisition of LHC Group, we
understand the Staff believes that management does not control a sale in all
situations. For example, if a third party were to acquire a majority of the
outstanding shares of LHC Group's common stock directly from its stockholders
(which transaction we believe would trigger the conversion rights), that
transaction would not be required under Delaware law to be approved by the Board
of Directors of LHC Group. As we have previously indicated, in the case of LHC
Group we believe this type of transaction would be in the control of the
management of LHC Group by reason of management owning approximately 59.8% of
LHC Group's common stock. However, we understand the Staff does not concur with
this position.

         Assuming that a sale, merger or other acquisition of LHC Group is not
within the control of LHC Group, then ASR 268 would apply to the conversion
option as it relates to a sale, merger or other acquisition of LHC Group. If ASR
268 applies, we would then look to the guidance provided in EITF Topic D-98.
Under EITF Topic D-98, once it becomes probable that the minority interest would
become redeemable, the minority interest should be adjusted to its current
redemption amount. Between January 1, 2004 and the date of this letter, LHC
Group has not engaged in any discussions with any third party regarding the
acquisition of LHC Group. There have been no letters of intent signed by LHC
Group related to such a transaction and LHC Group has not engaged any investment
or other advisors to assist LHC Group in any sale, merger or other acquisition

<PAGE>

Mr. Jeffrey Riedler
April 28, 2005
Page 4

of LHC Group. Further, the Board of Directors of LHC Group has not approved or
otherwise directed management to explore such a transaction. Therefore, we do
not believe that at anytime since January 1, 2004 the sale, merger or other
acquisition of LHC Group has been probable. Therefore, under the guidance
provided by EITF Topic D-98 the minority interest related to the Beta Joint
Venture should not yet be adjusted to its current redemption amount.

         Since the minority interest will not have been adjusted to its
redemption value, upon completion of our initial public offering and the closing
of the transactions set forth in the Exchange Agreement with Beta, we will apply
purchase accounting under Statement 141 without any need to unwind any previous
fair value adjustments.

HTAT Analysis

         In April 2004 we entered into a joint venture 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 (the "HTAT Joint Venture"). The operating agreement for
the HTAT Joint Venture granted the HTAT Holders a right to exchange their
minority interest holdings in the HTAT Joint Venture for shares of LHC Group's
common stock upon either of the following events: (i) if LHC Group undertakes an
initial public offering, or (ii) if LHC Group is sold, merged or otherwise
acquired. On November 23, 2004, we entered into an Exchange Agreement with the
HTAT Holders pursuant to which it was agreed that in the event LHC Group closes
an initial public offering, the HTAT Holders would be required to exercise their
conversion option and established that the consideration to be received by the
HTAT Holders upon conversion would be 68,034 shares of LHC Group's common stock.

         For the reason articulated above, we will analyze the proper accounting
treatment for the conversion feature under both the initial public offering
scenario and the sale of LHC Group scenario using the guidance set forth in ASR
268 and EITF Topic D-98. The Board of Directors of LHC Group can control whether
LHC Group completes an initial offering. Thus, ASR 268 would not apply to the
conversion option for the HTAT Joint Venture in the context of an initial public
offering. Although for the reasons set forth above we believe there is a strong
argument to be made that management can control a sale of LHC Group, we will
assume that ASR 268 would apply to the conversion option in the HTAT Joint
Venture in the context of a sale of LHC Group. As stated above, we do not
believe a sale of LHC Group has been probable since the formation of the HTAT
Joint Venture in April 2004. Accordingly, under the guidance set forth in EITF
Topic D-98, the minority interest for the HTAT Joint Venture should not have
been adjusted to its redemption value. Since the minority interest will not have
been adjusted to its redemption value, upon completion of our initial public
offering and the closing of the transactions set forth in the Exchange Agreement
with the HTAT Holders, we will apply

<PAGE>

Mr. Jeffrey Riedler
April 28, 2005
Page 5

purchase accounting under Statement 141 without any need to unwind any previous
fair value adjustments.

St. Landry's Analysis

         In April 2004 we entered into a joint venture 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 Joint Venture"). The operating agreement
for the St. Landry's Joint Venture granted the St. Landry's Holders a right to
exchange their minority interest holdings in the St. Landry's Joint Venture for
shares of LHC Group's common stock upon either of the following events: (i) if
LHC Group undertakes an initial public offering, or (ii) if LHC Group is
acquired by a publicly traded company. 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 (or our
successor) 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 by delivering notice to us 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.

         For the reason articulated above, we will analyze the proper accounting
treatment for the conversion/redemption feature under both the initial public
offering scenario and the acquisition of LHC Group by a public company scenario
using the guidance set forth in ASR 268 and EITF Topic D-98. Again for the
reasons set forth above, we believe that LHC Group can control whether it
completes an initial public offering. Thus, ASR 268 would not apply to the
conversion option for the St. Landry's Joint Venture in the context of an
initial public offering. It should be noted that the redemption feature in
operating agreement for the St. Landry's Joint Venture is only available
following an initial public offering and not following an acquisition of LHC
Group by a public company. Since the Board of Directors of LHC Group controls
whether or not we complete an initial public offering, the redemption feature
would not be covered by ASR 268 prior to the completion of our initial public
offering.

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Mr. Jeffrey Riedler
April 28, 2005
Page 6

         Although we believe a strong argument can be made that management can
control a sale of LHC Group, we will assume that ASR 268 would apply to the
conversion option in the St. Landry's Joint Venture in the context of an
acquisition of LHC Group by a public company. As discussed above, we do not
believe the acquisition of LHC Group by a public company has been probable since
the formation of the St. Landry's Joint Venture in April 2004. Accordingly,
under the guidance set forth in EITF Topic D-98, the minority interest for the
St. Landry's Joint Venture should not have been adjusted to its redemption
value.

         If the St. Landry's Holders do not exercise their redemption rights
upon completion of our initial public offering, then under EITF Topic D-98 we
would be required to adjust the minority interest in St. Landry's to its
redemption value beginning in our first quarter as a public company. We would
propose to account for this as described in