ALSTON&BIRD LLP

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

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

STEVEN L. POTTLE DIRECT DIAL: 404-881-7554 E-MAIL: SPOTTLE@ALSTON.COM

June 28, 2005

Mr. Jim B. Rosenberg
Senior Assistant Chief Accountant
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Accredo Health, Incorporated
Form 10-K for the Fiscal Year Ended June 30, 2004 (2004 10-K)
File No. 000-25769

Dear Mr. Rosenberg:

This letter responds to questions the Staff raised with Accredo Health,
Incorporated ("Accredo," the "Company," "we" or "our") during oral discussions
following Accredo's letter of June 2, 2005 responding to the Staff's letter
dated May 10, 2005 with regard to the above filing. In the context of this
response, we refer to our letter of June 2, 2005 as the "Prior Response Letter."

This letter first sets forth the Company's understanding of the Staff's
comments raised during our discussions followed by the Company's response
thereto.

1. Comment. The Staff has requested that the Company provide disclosure
in its 2004 10-K addressing the factors of Paragraph 51(b) of SFAS 141.

Response. The Company has filed an amendment to its 2004 10-K
with modified disclosure under the caption "Business Acquisitions" (pages F-11
through F-14) in response to this comment.

2. Comment. The Staff has requested that the Company provide disclosure
in its 2004 10-K addressing the benefits realized from acquired goodwill and
company-specific synergies that are not separately identifiable intangible
assets.

<Table>

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
</Table>

Mr. Jim B. Rosenberg
June 28, 2005
Page 2

Response. The Company has filed an amendment to its 2004 10-K
with modified disclosure under the caption "Acquisition" (page 34) in response
to this comment.

3. Comment. The Staff has requested that the Company provide disclosure
in its 2004 10-K concerning why the Company did not allocate purchase price to
certain acquired intangible assets that are separately identifiable.

Response. The Company has filed an amendment to its 2004 10-K
with modified disclosure under the caption "Business Acquisitions" (pages F-11
through F-14) in response to this comment.

4. Comment. The Staff has requested that the Company provide an income
stream analysis to the acquired patient base in our acquisitions of Pharmacare
Resources, Inc., BioPartners In Care, Inc. and the SPS Division of Gentiva
Health Services, Inc., each of which pre-dated the effective date of EITF No.
02-17. Based on the Staff's understanding of the Company's facts and
circumstances, the Staff has advised the Company that the Staff will not object
if such analysis does not include expectations of renewals and other benefits
concerning such patient relationships.

Response. As indicated in the Prior Response Letter, when
assigning fair value to acquired patient relationships, the Company calculated
fair value based on its historical per patient cost of identifying and bringing
a patient on service. Of the three general methodologies for estimating fair
value (cost, market, and income), the Company selected the cost method for the
reasons provided in the Prior Response Letter. The Staff has requested the
Company to provide evidence as to whether the measurement of fair value using an
income method would have provided a consistent measure of fair value compared to
the cost method.

In performing a measure of fair value using an income method, a key
determination is whether to include any effects of expected renewals or other
benefits related to the acquired patient relationships. In calculating fair
value using this alternative methodology, the Company concluded that it is
reasonable to use assumptions determined to be acceptable at the time of the
acquisition, specifically that it is not necessary to consider the potential
effect of renewals or other benefits in the calculation since the interpretative
guidance related to inclusion of such items was not issued and effective until
October 2002 in the form of EITF 02-17. Based on the Staff's understanding of
the Company's facts and circumstances, the Company understands that the Staff
does not object to this approach regarding assumptions.

In developing a future cash flow model necessary to apply an income
method, certain additional key assumption were necessary. Those additional key
assumptions included the following:

o The income from a patient relationship should be limited to the
remaining life of the prescription written by the patients' physician. The
Company has attached

Mr. Jim B. Rosenberg
June 28, 2005
Page 3

hereto as Appendix A statutes from certain state agencies confirming that in
many states a prescription is limited to one year. Accordingly, the Company
determined that a prescription life of one year was a reasonable assumption as
the maximum life for a prescription generated from a patient relationship that
was in existence at the time of the acquisition. The Company notes that it did
not reduce this one year period to take into consideration prescriptions that as
written were limited to a period of less than one year or patients that elected
to either not fill their prescriptions or who elected to obtain services from an
alternative provider.

o As of the time of each of the transactions in question, the Company
also determined that it is a reasonable assumption that the patient
relationships had a consistent mix of aged prescriptions such that the patient
relationships on average had six months of refills remaining under the base of
prescriptions in place at closing. Therefore, the Company determined that six
months was a reasonable assumption for the actual time period over which income
from a patient would be received assuming no renewals or other benefits.

The values of the Company's patient relationships from the acquisitions
in question determined using the cost method compared to the values determined
using the income method are set forth below:

<Table>
<Caption>
COST METHOD
ACQUIRED COMPANY (AS ORIGINALLY REPORTED) INCOME METHOD DIFFERENCE
- ---------------- ------------------------ ------------- ----------

Pharmacare, Inc. $ 617,000 $ 620,608 $ 3,608

Biopartners in Care, Inc. $ 703,000 $ 1,114,767 $ 411,767

SPS Division of Gentiva $15,163,000 $17,686,892 $ 2,523,892
----------- ----------- -----------

AGGREGATE $16,483,000 $19,422,267 $ 2,939,267
</Table>

In order to assist management with the above analysis, the Company's
legal counsel engaged an independent third party financial advisor to prepare an
analysis that sets forth the fair value of the patient relationships in each of
the transactions in question using the aforementioned and other assumptions. The
Company believes that this analysis supports the conclusions the Company has
reached regarding the impact of applying the income method as compared to the
cost method in determining the fair value of its patient relationships.

The aggregate additional value from the income method as a percentage
of total assets was 0.32% and 0.29% as of June 30, 2003 and 2004, respectively.
As a percentage of recorded goodwill, net, the aggregate additional value was
0.83% and 0.77% as of June 30, 2003 and 2004, respectively. As part of a SAB 99
analysis of the aggregate additional value for potential effect on the Company's
results for each of the periods reported in its 2004 10-K, the Company also
analyzed the impact on its net income and

Mr. Jim B. Rosenberg
June 28, 2005
Page 4

basic and diluted earnings per share. Assuming no change in the estimated useful
life, the quantitative results of that analysis are as follows:

<Table>
<Caption>
NET INCOME BASIC EPS DILUTED EPS
YEAR (IN THOUSANDS)
ENDED AS REPORTED PROFORMA AS REPORTED PROFORMA AS REPORTED PROFORMA
----- ----------- -------- ----------- -------- ----------- --------

June 30, 2002 $29,760 $29,717 $0.75 $0.75 $0.73 $0.73

June 30, 2003 $29,535 $29,176 $0.62 $0.61 $0.61 $0.60

June 30, 2004 $78,313 $77,954 $1.63 $1.62 $1.60 $1.59
</Table>

The Company also evaluated qualitative elements as part of its SAB 99
review and analysis of any potential change to its reported financial results.
The Company noted that the differences in value did not arise from an item
capable of precise measurement. Additionally, the Company concluded that the
differences in value of the patient relationships using the two methods would
not have had a material impact on the Company's compliance with any regulatory
requirements, loan covenants or other contractual requirements; nor would the
difference conceal any unlawful transaction or hide or conceal a failure to meet
analysts' consensus expectations for operating results. The Company further
determined that there were no other qualitative factors related to the
difference that a reasonable user of the financial statements would consider
material.

In all cases, the Company concluded from each element that it analyzed
that the impact of the aggregate difference between the two estimates of the
value of patient relationships using the cost and income stream method, if
recorded, would not have had a material impact on the Company's financial
position or statement of operations. Furthermore, the difference, if recorded,
would have no impact on the Company's cash flows for the reported periods
included in the 2004 10-K.

The Company also considered the potential impact on its determination
of the fair value of patient relationships in its acquisition of Alpha
Therapeutics Services, Inc. (ATS) from using an income method as opposed to its
historical cost method. The Company acknowledges that its ATS acquisition
occurred after the effective date of EITF 02-17 and, accordingly, that an income
stream method should address assumptions about renewals and other benefits as
contemplated by EITF 02-17. In considering the best and most efficient way to
address valuation of the acquired ATS patient base, the Company noted two recent
and similar acquisitions (and to which EITF 02-17 is applicable) in which the
acquiror allocated a portion of the purchase to the patient base and analyzed
that allocation as a percentage of recorded or proposed goodwill. In each of
these instances, the patient base as a percentage of goodwill was approximately
14%. In an effort to assess quickly any materiality from the difference in
approach, the Company analyzed the difference in value to the ATS patient base
that would result from applying the same percentage to total goodwill in the ATS
acquisition. Using the amortization period for these patient relationships of 14
years (the shortest life used in the precedent

Mr. Jim B. Rosenberg
June 28, 2005
Page 5

transactions) and using the 150% double declining balance method of
amortization, the following represents the quantitative results of this
comparison:

June 30, 2004 $78,313 $78,154 $1.63 $1.62 $1.60 $1.59
</Table>

The following is the aggregate effect of the differences from both the
ATS acquisition and the acquisitions discussed above that occurred prior to the
effective date of EITF 02-17:

June 30, 2004 $78,313 $77,795 $1.63 $1.62 $1.60 $1.59
</Table>

In addition, the Company performed a broad based sensitivity analysis
of the potential impact by allocating a range of between 30% and 50% of the
total intangible asset value of $31.4 million in the ATS transaction to the
value of the ATS patient base. The results of this analysis indicated that the
potential impact of using even a 50% assumption would not have produced a
material effect on either the Company's financial position or results of
operations for the year ended June 30, 2004 and would have had no impact on the
Company's cash flows. The following illustrates the immaterial impact of the 50%
assumption on EPS:

June 30, 2004 $78,313 $77,858 $1.63 $1.62 $1.60 $1.59
</Table>

The Company also evaluated qualitative elements as part of its SAB 99
review of any possible change to its ATS allocation. The Company noted that the
differences in value did not arise from an item capable of precise measurement.
Additionally, the Company concluded that the differences in value of the patient
relationships using the two methods in the ATS acquisition would not have had a
material impact on the Company's compliance with any regulatory requirement,
loan covenants or other contractual requirements; nor would the difference
conceal any unlawful transaction or hide or conceal a failure to meet analysts'
consensus expectations for operating results. The Company further determined
that there were no other qualitative factors related to the difference that a
reasonable user of the financial statements would consider material.

Mr. Jim B. Rosenberg
June 28, 2005
Page 6

5. Comment. With respect to the Company's response to comments 6(c)
through (g) of the Prior Response Letter, where the Company has made
determinations that certain separately identifiable intangible assets are
immaterial, the Staff has requested the Company to discuss any quantitative
analyses it may have performed and to indicate whether it obtained any
third-party valuations.

Response. As noted in the Prior Response Letter, for each of
the transactions in question the Company analyzed the acquired intangible assets
for recognition apart from goodwill in accordance with APB 16 and then with the
guidance outlined in SFAS 141, Par 39. In doing so, the Company first identified
those intangible assets that arose from legal or contractual rights obtained as
part of that acquisition. The Company also identified those intangible assets
obtained as part of the business combination that were capable of being
separated or divided from the acquired entity and "sold, transferred, licensed,
rented or exchanged." After completing this process, the two types of intangible
assets that were identified as falling into one of these two categories (other
than the patient relationships) were the manufacturer and payor contracts and
the trade names.

Upon determining that the manufacturer and payor contracts met the
contractual-legal criterion outlined in SFAS 141, Par. A10, the Company analyzed
the "fair value" (as defined in Statement 141 Par F.1) of these contracts and
determined the "fair value" to be immaterial. The Company has discussed the
qualitative factors for reaching its immateriality conclusion in Response 6(c)
of the Prior Response Letter and in the response to Comment 6 of this letter. In
order to support this conclusion from a quantitative perspective, the Company
did not believe it was necessary to obtain a separate third party valuation for
two reasons. First, the Company believed that the qualitative factors strongly
supported the conclusion that these manufacturer and payor contracts were
immaterial. Second, from a quantitative perspective, the Company believed that
the manufacturer and payor contracts had no value apart from the value already
allocated to the patient relationships. The Company only had one stream of
income coming from the sale of products and services to the acquired patient
base. Accordingly, to the extent the value of this income stream was already
allocated to the patient base the Company determined that there was no
additional value available for allocation to the manufacturer and payor
contracts.

As discussed in Response 6(f) of the Prior Response Letter, the Company
reached the conclusion that the acquired trade names met the contractual-legal
criterion in SFAS 141, Par. 39. As a result, the Company performed an analysis
and determined the "fair value" of the acquired trade names to be immaterial.
The Company replaced the acquired trade names with Accredo trade names for all
marketing, managed care contracting and external communications. Because the
Company did not use the acquired trade names for these purposes and because the
Company determined it would not expend material amounts, if any, to defend
against the external use of such trade names, the Company believed the acquired
trade names had no material value. Thus, the Company did not

Mr. Jim B. Rosenberg
June 28, 2005
Page 7

believe it was necessary to conduct any further quantitative analysis regarding
the fair value of the trade names, including engaging a third party valuation
firm.

6. Comment. With respect to the Company's response to comment 6(c) of
the Prior Response Letter, the Staff has requested the Company to reassess its
analysis disregarding any specific consideration that acquired manufacturer and
payor contracts overlapped with the Company's pre-existing manufacturer and
payor contracts.

Response. Notwithstanding the presence of these pre-existing
relationships with manufacturers and payors, the Company does not believe the
value of these manufacturer or payor relationships to be material for the
additional reasons set forth in the Prior Response Letter. To elaborate on those
reasons, the acquired agreements (i) were at or below market terms based on
management's experience in negotiating similar contracts, (ii) were short term,
(iii) were cancelable on short notice, and (iv) were generic in nature without
exclusivity or preferred terms. Furthermore, the Company noted no other
conditions similar to those described in paragraph B173 of SFAS 141 evidencing
value of more than a negligible amount. Unlike the contracts discussed in
paragraph B173, the manufacturer and payor contracts in question are not ones
typically bought and sold in exchange transactions apart from an ongoing
business because of the short term, cancelable nature of the contract and
because they would carry no meaningful right or expectation of continuing
patient relationships. Nevertheless, to the extent value can be assigned to such
contracts, the Company does not believe that such arrangements would have value
apart from that already included in its fair value determination of patient base
because the Company only had one stream of revenue and income derived from the
sale of products and services to the acquired patient relationships. Therefore,
to the extent the value of this income stream was already allocated to the
patient base, there was no additional value available for allocation to the
manufacturer and payor contracts.

7. Comment. The Staff has requested the Company to address whether the
separately identifiable assets discussed in the Company's response to comments
6(c) through (g) of the Prior Response Letter are material in the aggregate.

Response. As noted in the responses to comments 5 and 6 of
this letter, the Company evaluated the "fair value" of the separately identified
assets discussed in the response to the Staff's comments 6(c) through 6 (g) in
the Prior Response Letter. The Company does not consider any of these identified
assets that have not been recorded on the Company's financial statements to be
material either individually or in the aggregate.

8. Comment. The Staff has requested the Company to discuss why its
patient relationships should not be characterized as contractual rights.

Response. In order to understand the Company's assertion that
its patient relationships should not be characterized as contractual rights, it
is important to understand the process by which patients select the Company to
provide products and

Mr. Jim B. Rosenberg
June 28, 2005
Page 8

services and the nature of the relationship between the Company and its
patients. Each patient served by the Company first receives a prescription from
a physician. The patient has the right to select any pharmacy or other provider
to fill the prescription. None of the Company's patients are required either
contractually or otherwise to select the Company to fill their prescriptions. In
some instances, the Company may be one of many providers chosen by the patient's
insurance carrier as a designated provider of the products or services required
to fill the patient's prescription. However, in no instance is the Company the
exclusive provider for any payor and there is no obligation for the patient to
select a designated provider or to choose the Company over any other designated
provider.

If a patient selects the Company to fill a prescription, the patient
communicates his or her request to the Company. Upon receipt of the request, the
Company verifies the prescription, obtains any information or authorizations
necessary for the Company to be paid for its products and services and then
fills the prescription. When the Company fills the patient's prescription it
does not enter into any contract or other arrangement with the patient or any
payor to fill any future prescriptions or to provide refills under any
outstanding prescriptions. At all times each patient has the option of selecting
another provider to fill their future prescriptions or to provide refills.
Further, there is no obligation on the part of the Company to the patient or any
payor (or any other party) to fill any future prescriptions, to provide refills
under an outstanding prescription or to offer any additional services for the
patient. The term "contract" is defined as follows in the second Restatements of
Contracts: "[a] contract is a promise or set of promises for the breach of which
the law gives a remedy, or the performance of which the law in some way
recognizes a duty." As indicated, neither the Company nor any of its patients
have made any promises or commitments to any party with respect to future
prescriptions, refills or services. Accordingly, no promises have been made by
the Company (including to any payor or manufacturer) or its patients upon which
the law would provide a remedy. Further, the relationship between the Company
and its patients does not establish a duty on either party that would require
future performance. In short, the Company can decline to fill any prescription
or refill thereof and a patient can at any time elect to cease using the Company
as his or her pharmacy. For these reasons, the Company does not believe that its
patient relationships should be characterized as contractual rights.

9. Comment. The Staff has requested the Company to discuss why its
payor relationships should not be characterized as customer relationships.

Response. All of the acquired businesses described in Footnote
3 of the consolidated financial statements in the 2004 10-K were licensed retail
pharmacies. The Company considered the relationship with the patient base in
each of these acquisitions to be one of value and has separately identified and
determined the fair value of that intangible asset. The patient also has a
relationship with the payor providing the terms and conditions by which the
patient will pay premiums to the payor and by which the payor will adjudicate
and pay for health care products and services on behalf of the patient. The
payor, in most cases, requires the provider of those services to enter into an

Mr. Jim B. Rosenberg
June 28, 2005
Page 9

agreement with that payor that outlines the terms, conditions, billing
procedures and reimbursement rates that it has agreed to administer and to
provide on behalf of the patient. The Company does not believe that its
relationships with the patients' payors are customer relationships because
neither party purchases or sells goods or services to the other. Instead, the
payors generally stand in the posture of an indemnity insurer for the Company's
patients arranging for contractually obligated payments on the patients' behalf
regardless which pharmacy the patient selects. A patient can choose to remain
with the Company while changing payors or chose to switch to another pharmacy
while remaining with an existing payor. Furthermore, to the extent value could
be assigned to payor relationships, the Company does not consider the payor
relationships to have value apart from that already included in its fair value
determination of patient base because the Company only had one stream of revenue
and income derived from the sale of products and services to the acquired
patient base. Therefore, to the extent the value of this income stream was
already allocated to the patient relationships, there was no additional value
available for allocation to the manufacturer and payor contracts.

10. Comment. The Staff has inquired whether backlog was acquired in any
of the acquisitions and, if so, how it accounted for any backlog.

Response. As part of each of the acquisitions outlined in
Footnote 3 of the consolidated financial statements in the 2004 10-K, the
Company acquired active prescriptions for the patient's being served that had
remaining refill capacity. The discounted cash flow model provided by the
Company for each of these acquisitions takes into consideration the potential
for those prescriptions to be refilled following acquisition. Accordingly, the
fair value of the patient base includes the value of the "backlog" of active
patient prescriptions that were refilled following acquisition.

Please do not hesitate to contact the undersigned at 404.881.7554 or
Peter C. November, Esq. at 404.881.7872 should you have any questions concerning
the foregoing.

Sincerely,

/s/ Steven L. Pottle

Steven L. Pottle

ATL01/11969964v9

cc: Mr. Joel R. Kimbrough, Accredo Health, Incorporated
Thomas W. Bell, Jr., Esq., Accredo Health, Incorporated

APPENDIX A

Sample State Statutes Limiting Prescriptions and/or Refills to One Year

Arizona
Ariz. Rev. Stat. Section 32-1968 (2005)

A prescription order shall not be renewed if it is either:

1. Ordered by the prescriber not to be renewed.

2. More than one year since it was originally ordered.

Florida
Fla. Admin. Code Ann. r. 64B16-28.114

No prescription may be filled or refilled in excess of one (1) year from the
date the original prescription was written. No prescription for a controlled
substance listed in Schedule II may be refilled. No prescription for a
controlled substance listed in Schedules III, IV, or V may be filled or refilled
more than five times within a period of six (6) months after the date on which
the prescription was written.

Indiana
IC 25-26-13-25

A prescription is valid for not more than one (1) year after the original date
of issue.

Kansas
KS PracAct 65-1637.

If a prescription order contains a statement that during any particular time the
prescription may be refilled at will, there shall be no limitation as to the
number of times that such prescription may be refilled except that it may not be
refilled after the expiration of the time specified or one year after the
prescription was originally issued, whichever occurs first, except that a
prescription may be refilled after such a one-year period if in the opinion of
the prescriber continued renewal of the prescription does not present a medical
risk to the patient.

Nebraska
71-1,146.01

All medical orders shall be valid for the period stated in the medical order,
except that (a) if the medical order is for a controlled substance listed in
section 28-405, such period shall not exceed six months from the date of
issuance at which time the medical order shall expire and (b) if the medical
order is for a drug or device which is not a controlled substance listed in
section 28-405 or is an order issued by a practitioner

for pharmaceutical care, such period shall not exceed twelve months from the
date of issuance at which time the medical order shall expire.

New Jersey
N.J. Admin. Code tit. 13 Section 39-7.3

A prescription for medication or devices which pursuant to State or Federal law
may be sold, dispensed or furnished only upon prescription, shall not be renewed
without specific authorization of the prescriber, and the prescription may not
be refilled after one year from the date of original prescription.

Tennessee
TN BReg 1140-3-.03.

If a prescription contains a statement that during any particular time it may be
refilled at will, the order shall be refilled in strict conformity to dosage
directions, with the exception that it may not be refilled after the expiration
of the time specified or one (1) year from the date the order was originally
issued or dispensed, whichever comes first.