Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(a) On May 14, 2009, as a result of the notice provided by Gentiva Health Services, Inc. ("Gentiva") to The Nasdaq Stock Market, LLC ("Nasdaq"), Gentiva received notice from Nasdaq that Gentiva no longer is in compliance with Nasdaq's independent director requirements as set forth in Nasdaq Listing Rule 5605. As previously reported by Gentiva in its Current Report on Form 8-K filed on May 14, 2009, Gentiva intends to regain compliance with the requirement that its Board of Directors have a majority of independent directors prior to the expiration of the cure period provided pursuant to Nasdaq rules.

On May 18, 2009, Gentiva issued a press release announcing receipt of this notice. The full text of the press release is set forth in Exhibit 99.1 attached hereto and is incorporated in this Report as if fully set forth herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed with this Current Report on Form 8-K:

Exhibit No. Description
99.1 Press Release dated May 18, 2009

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