UNITED STATES

~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~Pursuant ofto ~~Report~~Section ~~(Date~~13 ofor ~~earliest event reported~~15(d)~~: July 8, 2010~~

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 19, 2010

___________________

ODYSSEY HEALTHCARE, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-33267	43-1723043
Delaware (State or other jurisdiction of incorporation)	000-33267 (Commission File Number)	43-1723043 (I.R.S. Employer Identification Number)
(State or other		(Commission File	(IRS Employer
717 North Harwood Street, Suite 1500 Dallas, Texas (Address of principal executive offices)		75201 (Zip Code)
Jurisdiction of		Number)	Identification No.)
Incorporation)

~~717~~Registrant’s ~~North~~telephone ~~Harwood Street~~number, ~~Suite 1500 Dallas,~~including ~~Texas~~area ~~75201~~ code: (~~Address of principal executive offices~~214) ~~(Zip code)~~922-9711

~~(214) 922-9711 (Registrant’s~~Not ~~telephone number, including area code)~~Applicable

~~Not Applicable~~ (Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item 8.01~~o ~~Other~~Soliciting ~~Events~~ material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Ono ~~July 8,~~Pre-commencement ~~2010,~~communications ~~Odyssey~~pursuant HealthCare, Inc. (“Odyssey”) announced that it has established a record date and a meeting date for a special meeting of its stockholders. At the special meeting, stockholders of record will consider and vote upon a proposal to ~~approve~~Rule ~~the merger transaction as a result of which Odyssey would become a wholly~~14d-~~owned subsidiary of Gentiva Health Services, Inc.~~ 2(~~“Gentiva”~~b), ~~pursuant~~under to the ~~Agreement~~Exchange ~~and~~Act ~~Plan of Merger, dated as of May 23, 2010, between Odyssey and Gentiva~~ (~~the~~17 ~~“Merger~~CFR ~~Agreement”)~~240. 14d-2(b))

~~Odyssey~~o ~~stockholders~~Pre-commencement ofcommunications ~~record~~pursuant ~~at the close of business on Friday, July 2, 2010, will be entitled~~ to ~~notice~~Rule of13e-4(c) ~~the~~under ~~special meeting and to vote at~~ the ~~special~~Exchange ~~meeting.~~Act ~~The~~(17 ~~special~~CFR ~~meeting will be held on Monday, August 9, 2010, at 8:00 a~~240.~~m. Central Time, at Odyssey’s principal offices located at 717 North Harwood Street, Suite 1600, Dallas, Texas 75201.~~ 13e-4(c))

~~The~~Item ~~“go-shop” process, conducted by Odyssey with the assistance of Goldman, Sachs & Co~~2. ~~(“Goldman”),~~02 Results ~~Odyssey’s financial advisor in connection with the merger, ended on June 22, 2010 at 11:59 p.m. (Central Time). During the “go-shop” period, Goldman held discussions on behalf~~ of ~~Odyssey~~ ~~with~~Operations ~~potential~~and ~~buyers~~Financial ~~but did not receive any alternative acquisition proposals~~Condition. ~~Odyssey continues to work with Gentiva to complete the merger.~~

~~The~~On ~~press~~July ~~release~~19, of2010, Odyssey ~~announcing~~HealthCare, ~~the~~Inc. ~~record~~(together ~~and~~with ~~special~~its ~~meeting~~subsidiaries, ~~date and~~ the ~~expiration of~~“Company”) issued the ~~go-shop~~press ~~period~~release is attached hereto as Exhibit 99.1 announcing, among other things, that the Company expects to ~~this~~report ~~Current~~fully ~~Report~~diluted earnings per share attributable to Odyssey stockholders of ~~Form~~$0.39 ~~8-K~~to $0.41 for the second quarter ended June 30, ~~and~~2010. The ~~is incorporated~~Company ~~herein~~also byannounced ~~reference~~that it expects to report full financial results for the second quarter on July 28, 2010.

The transaction still requires Odyssey stockholder approval and is subject to other closing conditions.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits .

Number				Description
99.1				Press Release dated July 8, 2010.

99.1

Press release dated July 19, 2010.

-Limitation 2on - Incorporation by Reference

~~SIGNATURES~~ In accordance with general instruction B.2 of Form 8-K, the information in this report furnished pursuant to Item 2.02, including the exhibits hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~ SIGNATURE

Dated: July 8, 2010	ODYSSEY HEALTHCARE, INC.
	By:	/s/ W. Bradley Bickham
		W. Bradley Bickham
		Senior Vice President and General Counsel

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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	ODYSSEY HEALTHCARE, INC.



Date: July 19, 2010	By:	/s/ R. Dirk Allison
		R. Dirk Allison
		Senior Vice President and
		Chief Financial Officer

~~INDEX~~EXHIBIT ~~TO EXHIBITS~~ INDEX

Exhibit
Exhibit Number	Exhibit Title
Number		Description
99.1	Press release dated July 19, 2010.
99.1		Press Release dated July 8, 2010.

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