Via Facsimile and U.S. Mail
Mail Stop 03-09


April 27, 2005


Mr. Mark E. Liebner
Chief Financial Officer
VistaCare, Inc.
4800 North Scottsdale Road, Suite 5000
Scottsdale, Arizona 85251

Re:	VistaCare, Inc.
	Form 10-K for the transition period from January 1, 2004 to
September 30, 2004
	File No. 000-50118


Dear Mr. Liebner:

      We have reviewed your filing and have the following comment.
We
have limited our review of the above referenced filing to only the
issue addressed. Where our comment calls for disclosure, we think
you
should amend your document in response to the comment. Please
amend
your September 30, 2004 Form 10-K within fifteen business days or
tell us when you will provide us with a response prior to the
expiration of the 15-day period. If you disagree with our comment,
please provide us an explanation in a supplemental letter prior to
your amendment. You may wish to provide us with marked copies of
the
amendment to expedite our review. Your letter should key your
response to our comment. Detailed letters greatly facilitate our
review.  Please file your letter on EDGAR under the form type
label
CORRESP.  We may have additional comments after reviewing your
amendment and response to our comment.

	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.









Form 10-K for the transition period from January 1, 2004 to
September
30, 2004


Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Critical Accounting Policies and Significant Estimates, page 29

1. Please expand the disclosures of your estimates of
"adjustments
to net patient revenue for exceeding the Medicare cap" and
"adjustments to net patient revenue for estimated payment denials"
to
include the following disclosures. In addition, include similar
disclosures for your estimates of "contractual adjustments" and
"subsequent changes to initial level of care determinations" or
tell
us why disclosure is not necessary.

a. Disclose the nature and amount of the estimate at the balance
sheet date and the effect that could result from using other
reasonably likely assumptions than what you used to arrive at each
accrual such as a range of reasonably likely amounts or other type
of
sensitivity analysis.
b. For each period presented, quantify and disclose the amount of
changes in estimates of the prior period that you recorded during
the
current period. For example for 2004 as it relates to "adjustments
to
net patient revenue for exceeding Medicare cap," this amount would
represent the amount of the difference between the estimate
recorded
in 2003 and the amount of the new estimate or settlement that was
recorded during 2004. Further, identify the nature and timing of
the
change in estimate, explicitly identifying and describing in
reasonable specificity the new events that occurred or additional
information acquired since the last reporting date that led to the
change in estimate.



*    *    *    *

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

       In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

      You may contact Joel Parker, Branch Chief, at (202) 824-5487
if
you have questions regarding the comments. In this regard, do not
hesitate to contact me, at (202) 942-1803.



      Sincerely,



      Jim B. Rosenberg
								Senior Assistant Chief
Accountant
??

??

??

??

Mr. Mark E. Liebner
VistaCare, Inc.
Page 3