As filed with the Securities and Exchange Commission on May 21, 2004

                                                      Registration No. 333-_____
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         ______________________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          GENTIVA HEALTH SERVICES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                    36-433-5801
(STATE OR OTHER JURISDICTION                       (I.R.S. EMPLOYER
     OF INCORPORATION OR                          IDENTIFICATION NO.)
        ORGANIZATION)

                       3 HUNTINGTON QUADRANGLE, SUITE 200S
                          MELVILLE, NEW YORK 11747-4627
                                 (631) 501-7000
          (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
             AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)


                          GENTIVA HEALTH SERVICES, INC.
                           2004 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                    =========================================

                             Stephen B. Paige, Esq.
                                 Vice President
                               and General Counsel
                          Gentiva Health Services, Inc.
                       3 Huntington Quadrangle, Suite 200S
                          Melville, New York 11747-4627
                                 (631) 501-7000
          (NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                           Copy of communications to:

                            JEFFREY J. WEINBERG, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                 (212) 310-8000

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

=============================== =================== ====================== ======================== =================
                                                      PROPOSED MAXIMUM         PROPOSED MAXIMUM
TITLE OF EACH CLASS OF             AMOUNT TO BE      OFFERING PRICE PER       AGGREGATE OFFERING       AMOUNT OF
SECURITIES TO BE REGISTERED        REGISTERED(1)          SHARE(2)                 PRICE(2)         REGISTRATION FEE
------------------------------- ------------------- ---------------------- ------------------------ -----------------
<S>                              <C>                <C>                      <C>                    <C>
COMMON STOCK,
PAR VALUE $0.10 PER SHARE            3,862,590             $14.365               $55,486,105             $7,031
=============================== =================== ====================== ======================== =================

</TABLE>

(1)  Of the shares of Common Stock being registered, 362,590 shares were
     authorized for issuance under the Gentiva Health Services, Inc. 1999 Stock
     Incentive Plan as to which, as of March 15, 2004 (the effective date of the
     Gentiva Health Services, Inc. 2004 Equity Incentive Plan), awards had not
     been made. This Registration Statement also covers an indeterminate number
     of shares of Common Stock that may be issuable by reason of stock splits,
     stock dividends or similar transactions in accordance with Rule 416 under
     the Securities Act of 1933, as amended.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933, as amended.

<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION.

                  We will send or provide to plan participants, as specified by
Rule 428(b)(1) under the Securities Act of 1933, as amended, the documents
containing the information required by Part I of Form S-8. Those documents are
not required to be filed, and we have not filed those documents, with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. Those documents and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II of this Form S-8,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

                  We will provide without charge, upon written or oral request,
any of the documents incorporated by reference in Item 3 of Part II of this
Registration Statement (which documents are incorporated by reference in this
Section 10(a) Prospectus). We will also provide, without charge, upon written or
oral request, other documents required to be delivered to eligible employees
pursuant to Rule 428(b) or additional information about the Gentiva Health
Services, Inc. 2004 Equity Incentive Plan and its administrators. If you would
like any of those documents or information, please contact:

                                    Secretary
                          Gentiva Health Services, Inc.
                       3 Huntington Quadrangle, Suite 200S
                          Melville, New York 11747-4627
                                 (631) 501-7000




                                      I-1
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

               We incorporate herein by reference the following documents that
Gentiva Health Services, Inc. filed with the Commission:

                    (a)  Gentiva Health Services' Annual Report on Form 10-K for
                         the fiscal year ended December 28, 2003.

                    (b)  Gentiva Health Services' Quarterly Report on Form 10-Q
                         for the quarterly period ended March 28, 2004, and its
                         Current Report on Form 8-K filed with the Commission on
                         April 29, 2004*.

                    (c)  The description of Gentiva Health Services' Common
                         Stock, par value $0.10 per share, contained in the
                         Registration Statement on Form 8-A as filed with the
                         Commission on February 4, 2000 pursuant to Section 12
                         of the Securities Exchange Act of 1934 including any
                         amendment or report filed for the purpose of updating
                         such description.

               All documents that Gentiva Health Services subsequently files
with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, will be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Unless expressly incorporated
into this Registration Statement, a report (or portion thereof) furnished on
Form 8-K shall not be incorporated by reference into this Registration
Statement. Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

               Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.


-----------------------
* Report furnished to the Commission under Item 12 - Results of Operations and
Financial Condition. Pursuant to General Instruction B of Form 8-K, reports
furnished under Item 12 are not deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section. Gentiva Health Services is not incorporating, and
will not incorporate, by reference this report into a filing under the
Securities Act or the Exchange Act.


                                      II-1
<PAGE>
               (1) Section 145 of the Delaware General Corporation Law. Under
Section 145 of the General Corporation Law of the State of Delaware, as amended
from time to time (the "General Corporation Law"), Gentiva Health Services, Inc.
is empowered to indemnify its directors and officers in the circumstances
therein provided. We sometimes refer to Gentiva Health Services herein as the
"Company." Certain portions of Section 145 are summarized below:

               Section 145(a) of the General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe such person's conduct was
unlawful.

               Section 145(b) of the General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine upon adjudication that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Delaware Court of
Chancery or such other court shall deem proper.

               Section 145(c) of the General Corporation Law provides that to
the extent that a present or former director or officer of a corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 145(a) and (b), or in defense of any claim,
issue or matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection therewith.

               Section 145(d) of the General Corporation Law provides that any
indemnification under Sections 145(a) and (b) (unless ordered by a court) shall
be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the present or former director, officer,
employee or agent is proper in the circumstances because such person has met the
applicable standard of conduct set forth in Sections 145(a) and (b). Such
determination shall be made, with respect to a person who is a director or
officer at the time of such determination, (1) by a majority vote of the
directors who were not parties to such action, suit or proceeding, even though
less than a quorum, or (2) by a committee of such directors designated by a
majority vote of such directors, even though less than a quorum, or (3) if there
are no such directors, or if such directors so direct, by independent legal
counsel in a written opinion, or (4) by the stockholders.

               Section 145(e) of the General Corporation Law provides that
expenses (including attorneys' fees) incurred by an officer or director in
defending any civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the corporation
as authorized in Section 145. Such expenses (including attorneys' fees) incurred
by former directors and officers or other employees and agents may be so paid
upon such terms and conditions, if any, as the corporation deems appropriate.


                                      II-2
<PAGE>
               Section 145(f) of the General Corporation Law provides that the
indemnification and advancement of expenses provided by, or granted pursuant to,
Section 145 shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in such person's official capacity and as to action in another
capacity while holding such office.

               Section 145(g) of the General Corporation Law provides that a
corporation shall have the power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's capacity as such, whether or not the corporation would have the power
to indemnify such person against such liability under Section 145.

               (2) Certificate of Incorporation and Bylaws. The Company's
restated certificate of incorporation provides that, except to the extent that
the General Corporation Law prohibits the elimination or limitation of liability
of directors for breaches of fiduciary duty, no director of the Company shall be
personally liable to the Company or its stockholders for monetary damages for
any breach of fiduciary duty as a director.

               The Company's amended and restated bylaws provide that the
Company shall indemnify, to the fullest extent permitted by the General
Corporation Law, each person who is or was a party to or subject to, or is
threatened to be made a party to or to be the subject of, any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative in nature, by reason of the fact that he or she
is or was a director or officer of the Company, is or was serving at the request
of the Company as a director or officer of, or employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise (an "Indemnitee") against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in connection with such action, suit or proceeding if such
Indemnitee acted in good faith and in a manner such Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company, and with
respect to criminal proceedings, had no reasonable cause to believe such conduct
was unlawful; provided, however, that (i) the Company shall not be obligated to
indemnify an Indemnitee against expenses incurred in connection with an action,
suit or proceeding or investigation to which such Indemnitee is threatened to be
made a party but does not become a party unless such expenses were incurred with
the approval of the Company's board of directors, a committee thereof or the
Chief Executive Officer or the President of the Company and (ii) the Company
shall not be obligated to indemnify and/or hold harmless against any amount paid
in settlement unless the Company has consented to such settlement. However, in
an action by or in the right of the Company, no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Company unless, and then only to the extent that,
the Delaware Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of such
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity against such expenses or amounts
paid in settlement as the Delaware Court of Chancery or such other court shall
deem proper. The Company shall not be required to indemnify an Indemnitee
against expenses incurred in connection with a proceeding (or part thereof)
initiated by the Indemnitee, but such indemnification may be provided by the
Company as permitted by law and the Company's restated bylaws. The Company's
amended and restated bylaws also provide that, to the extent that any person who
is or was a director or officer of the Company has served or prepared to serve
as a witness in any action, suit or proceeding, whether civil, criminal,
administrative, regulatory or investigative in nature, by reason of the fact
that he or she is or was a director or officer of the Company, or is or was
serving at the request of the Company as a director or officer of, or employee
or agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, but excluding service as a witness in an
action or suit commenced by such person, the Company shall indemnify and/or hold
harmless such person against out-of-pocket costs and expenses (including
attorneys' fees and disbursements) actually and reasonably incurred by such
person in connection therewith; provided that the Company shall have no
obligation to compensate such person for such person's time or efforts so
expended.


                                      II-3
<PAGE>
               The Company's amended and restated bylaws also provide that,
subject to the penultimate sentence of the immediately preceding paragraph, the
Company shall, in advance of the final disposition of the matter, pay for
expenses reasonably incurred by an Indemnitee in defending any civil, criminal,
administrative or investigative action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the Company against such expenses as provided by the
indemnification provisions of the Company's amended and restated certificate of
incorporation and amended and restated bylaws.

               The Company's amended and restated bylaws provide that the right
to indemnification and advancement of expenses continues as to a person who
formerly was an officer or director of the Company in respect of acts occurring
or alleged to have occurred while he or she was an officer or director of the
Company and inures to the benefit of his or her heirs, executors and personal
and legal representatives.

               No amendment, termination or repeal of the indemnification
provisions of the Company's restated certificate of incorporation, amended and
restated bylaws or of the relevant provisions of the General Corporation Law or
any other applicable laws shall affect or diminish in any way the rights of any
Indemnitee to indemnification as described above with respect to any action,
suit, proceeding or investigation arising out of or relating to any actions,
transactions or facts occurring prior to the final adoption of such amendment,
termination or repeal. Additionally, the amended and restated bylaws provide
that the indemnification and advancement of expenses provided by the amended and
restated bylaws shall not be exclusive of any other rights to which an
Indemnitee seeking indemnification or advancement of expenses may be entitled
under the restated certificate of incorporation, the amended and restated
bylaws, agreement, vote of stockholders or of disinterested directors or
otherwise, both as to actions in his or her official capacity and as to actions
in any other capacity while holding office for the Company.

               The amended and restated bylaws permit the Company to purchase
and maintain insurance, at its expense, to protect any current or former
director or officer of the Company or any current or former director or officer
of the Company serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against any liability incurred by such
person in such capacity or arising from such capacity, whether or not the
Company would have the power to or is obligated to indemnify such person against
such liability. The Company maintains directors' and officers' liability
insurance covering its directors and officers against claims arising out of the
performance of their duties.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.   EXHIBITS.

                  4(a)   -    Restated Certificate of Incorporation of the
                              Company (incorporated by reference to Amendment
                              No. 2 to the Registration Statement on Form S-4
                              dated January 19, 2000 (File No. 333-88663)).

                  4(b)   -    Certificate of Correction to Restated Certificate
                              of Incorporation (incorporated by reference to the
                              Company's Quarterly Report on Form 10-Q for the
                              period ended June 30, 2002).


                                      II-4
<PAGE>
                  4(c)   -    Amended and Restated By-Laws of the Company
                              (incorporated by reference to the Company's
                              Quarterly Report on Form 10-Q for the period ended
                              June 30, 2002).

                  5      -    Opinion of Weil, Gotshal & Manges LLP.

                  23(a)  -    Consent of PricewaterhouseCoopers LLP.

                  23(b)  -    Consent of Weil, Gotshal & Manges LLP (included in
                              Exhibit 5).

                  24     -    Power of Attorney (included as part of the
                              signature page to this Registration Statement and
                              incorporated herein by reference).

                  99     -    Gentiva Health Services, Inc. 2004 Equity
                              Incentive Plan (incorporated by reference to the
                              Company's Definitive Proxy Statement on Schedule
                              14A filed with the Commission on April 8, 2004).

ITEM 9.   UNDERTAKINGS.

          (a)  The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
                    being made, a post-effective amendment to this Registration
                    Statement:

                    (i)  To include any prospectus required by Section 10(a)(3)
                         of the Securities Act of 1933;

                    (ii) To reflect in the prospectus any facts or events
                         arising after the effective date of the registration
                         statement (or the most recent post-effective amendment
                         thereof) which, individually or in the aggregate,
                         represent a fundamental change in the information set
                         forth in the registration statement. Notwithstanding
                         the foregoing, any increase or decrease in the volume
                         of securities offered (if the total dollar value of
                         securities offered would not exceed that which was
                         registered) and any deviation from the low or high end
                         of the estimated maximum offering range may be
                         reflected in the form of prospectus filed with the
                         Commission pursuant to Rule 424(b) if, in the
                         aggregate, the changes in volume and price represent no
                         more than 20 percent in the maximum aggregate offering
                         price set forth in the "Calculation of Registration
                         Fee" table in the effective registration statement.

                    (iii) To include any material information with respect to
                         the plan of distribution not previously disclosed in
                         the Registration Statement or any material change to
                         such information in the Registration Statement;

                  provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do
                  not apply if the information required to be included in a
                  post-effective amendment by the foregoing paragraphs is
                  contained in periodic reports filed with or furnished to the
                  Commission by the Company pursuant to Section 13 or Section
                  15(d) of the Exchange Act that are incorporated by reference
                  in the Registration Statement.

               (2)  That, for the purpose of determining any liability under the
                    Securities Act, each such post-effective amendment shall be
                    deemed to be a new Registration Statement relating to the
                    securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial
                    bona fide offering thereof.


                                      II-5
<PAGE>
               (3)  To remove from registration by means of a post-effective
                    amendment any of the securities being registered which
                    remain unsold at the termination of the offering.

          (b)  The undersigned registrant hereby undertakes that, for purposes
               of determining any liability under the Securities Act, each
               filing of the registrant's annual report pursuant to Section
               13(a) or Section 15(d) of the Exchange Act that is incorporated
               by reference in the Registration Statement shall be deemed to be
               a new Registration Statement relating to the securities offered
               therein, and the offering of such securities at that time shall
               be deemed to be the initial bona fide offering thereof.

          (h)  Insofar as indemnification for liabilities arising under the
               Securities Act may be permitted to directors, officers and
               controlling persons of the registrant pursuant to the foregoing
               provisions, or otherwise, the registrant has been advised that in
               the opinion of the Securities and Exchange Commission such
               indemnification is against public policy as expressed in the
               Securities Act and is, therefore, unenforceable. In the event
               that a claim for indemnification against such liabilities (other
               than the payment by the registrant of expenses incurred or paid
               by a director, officer or controlling person of the registrant in
               the successful defense of any action, suit or proceeding) is
               asserted by such director, officer or controlling person in
               connection with the securities being registered, the registrant
               will, unless in the opinion of its counsel the matter has been
               settled by controlling precedent, submit to a court of
               appropriate jurisdiction the question whether such
               indemnification by it is against public policy as expressed in
               the Securities Act and will be governed by the final adjudication
               of such issue.



                                      II-6
<PAGE>
                                   SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Melville, New York, on May 21, 2004.


                                         GENTIVA HEALTH SERVICES, INC.


                                         By:   /s/ Ronald A. Malone
                                              ----------------------------------
                                         Name:  Ronald A. Malone
                                         Title: Chief Executive Officer and
                                                Chairman of the Board



                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ronald A. Malone, John R. Potapchuk and
Stephen B. Paige, or any of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
sign any related Registration Statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing required and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them or their substitute or substitutes,
could lawfully do or cause to be done by virtue hereof.

               Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<C>                                    <C>                                      <C>

SIGNATURE                                TITLE                                       DATE
---------                                -----                                       ----

/s/ Ronald A. Malone                     Chief Executive Officer and Chairman of     May 21, 2004
-------------------------------          the Board and Director (Principal
Ronald A. Malone                         Executive Officer)


/s/ John R. Potapchuk                    Senior Vice President, Chief Financial      May 21, 2004
-------------------------------          Officer, Treasurer and Secretary
John R. Potapchuk                        (Principal Financial and Accounting
                                         Officer)


/s/ Edward A. Blechschmidt               Director                                    May 21, 2004
-------------------------------
Edward A. Blechschmidt



<PAGE>
/s/ Victor F. Ganzi                      Director                                    May 21, 2004
-------------------------------
Victor F. Ganzi

/s/ Stuart R. Levine                     Director                                    May 21, 2004
-------------------------------
Stuart R. Levine

/s/ Mary O'Neil Mundinger                Director                                    May 21, 2004
-------------------------------
Mary O'Neil Mundinger

/s/ Stuart Olsten                        Director                                    May 21, 2004
-------------------------------
Stuart Olsten

/s/ Raymond S. Troubh                    Director                                    May 21, 2004
-------------------------------
Raymond S. Troubh

/s/ Josh S. Weston                       Director                                    May 21, 2004
-------------------------------
Josh S. Weston

/s/ Gail R. Wilensky                     Director                                    May 21, 2004
-------------------------------
Gail R. Wilensky

</TABLE>

<PAGE>
                                  EXHIBIT INDEX


EXHIBIT NO.                        DESCRIPTION
-----------                        -----------

4(a)      -    Restated Certificate of Incorporation of the Company
               (incorporated by reference to Amendment No. 2 to the Registration
               Statement on Form S-4 dated January 19, 2000 (File No.
               333-88663)).

4(b)      -    Certificate of Correction to Restated Certificate of
               Incorporation (incorporated by reference to the Company's
               Quarterly Report on Form 10-Q for the period ended June 30,
               2002).

4(c)      -    Amended and Restated By-Laws of the Company (incorporated by
               reference to the Company's Quarterly Report on Form 10-Q for the
               period ended June 30, 2002).

5         -    Opinion of Weil, Gotshal & Manges LLP.

23(a)     -    Consent of PricewaterhouseCoopers LLP.

23(b)     -    Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).

24        -    Power of Attorney (included as part of the signature page to this
               Registration Statement and incorporated herein by reference).

99        -    Gentiva Health Services, Inc. 2004 Equity Incentive Plan
               (incorporated by reference to the Company's Definitive Proxy
               Statement on Schedule 14A filed with the Commission on April 8,
               2004).
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{"company-data": {"conformed-name": "GENTIVA HEALTH SERVICES INC", "cik": "0001096142", "assigned-sic": "8082", "irs-number": "364335801", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-115725", "film-number": "04823714"}, "business-address": {"street1": "3 HUNTINGTON QUADRANGLE 2S", "city": "MELVILLE", "state": "NY", "zip": "11747-8943", "phone": "6315017000"}, "mail-address": {"street1": "3 HUNTINGTON QUADRANGLE 2S", "city": "MELVILLE", "state": "NY", "zip": "11747-8943"}, "former-company": {"former-conformed-name": "OLSTEN HEALTH SERVICES HOLDING CORP", "date-changed": "19991001"}}
As filed with the Securities and Exchange Commission on May 21, 2004

                                                      Registration No. 333-_____
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         ______________________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          GENTIVA HEALTH SERVICES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                    36-433-5801
(STATE OR OTHER JURISDICTION                       (I.R.S. EMPLOYER
     OF INCORPORATION OR                          IDENTIFICATION NO.)
        ORGANIZATION)

                       3 HUNTINGTON QUADRANGLE, SUITE 200S
                          MELVILLE, NEW YORK 11747-4627
                                 (631) 501-7000
          (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
             AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                          GENTIVA HEALTH SERVICES, INC.
                           2004 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                    =========================================

                             Stephen B. Paige, Esq.
                                 Vice President
                               and General Counsel
                          Gentiva Health Services, Inc.
                       3 Huntington Quadrangle, Suite 200S
                          Melville, New York 11747-4627
                                 (631) 501-7000
          (NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                           Copy of communications to:

                            JEFFREY J. WEINBERG, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                 (212) 310-8000

                         CALCULATION OF REGISTRATION FEE
=============================== =================== ====================== ======================== =================
                                                      PROPOSED MAXIMUM         PROPOSED MAXIMUM
TITLE OF EACH CLASS OF             AMOUNT TO BE      OFFERING PRICE PER       AGGREGATE OFFERING       AMOUNT OF
SECURITIES TO BE REGISTERED        REGISTERED(1)          SHARE(2)                 PRICE(2)         REGISTRATION FEE
------------------------------- ------------------- ---------------------- ------------------------ -----------------
COMMON STOCK,
PAR VALUE $0.10 PER SHARE            3,862,590             $14.365               $55,486,105             $7,031
=============================== =================== ====================== ======================== =================
(1)  Of the shares of Common Stock being registered, 362,590 shares were
     authorized for issuance under the Gentiva Health Services, Inc. 1999 Stock
     Incentive Plan as to which, as of March 15, 2004 (the effective date of the
     Gentiva Health Services, Inc. 2004 Equity Incentive Plan), awards had not
     been made. This Registration Statement also covers an indeterminate number
     of shares of Common Stock that may be issuable by reason of stock splits,
     stock dividends or similar transactions in accordance with Rule 416 under
     the Securities Act of 1933, as amended.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION.

                  We will send or provide to plan participants, as specified by
Rule 428(b)(1) under the Securities Act of 1933, as amended, the documents
containing the information required by Part I of Form S-8. Those documents are
not required to be filed, and we have not filed those documents, with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. Those documents and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II of this Form S-8,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

                  We will provide without charge, upon written or oral request,
any of the documents incorporated by reference in Item 3 of Part II of this
Registration Statement (which documents are incorporated by reference in this
Section 10(a) Prospectus). We will also provide, without charge, upon written or
oral request, other documents required to be delivered to eligible employees
pursuant to Rule 428(b) or additional information about the Gentiva Health
Services, Inc. 2004 Equity Incentive Plan and its administrators. If you would
like any of those documents or information, please contact:

                                    Secretary
                          Gentiva Health Services, Inc.
                       3 Huntington Quadrangle, Suite 200S
                          Melville, New York 11747-4627
                                 (631) 501-7000

                                      I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

               We incorporate herein by reference the following documents that
Gentiva Health Services, Inc. filed with the Commission:

                    (a)  Gentiva Health Services' Annual Report on Form 10-K for
                         the fiscal year ended December 28, 2003.

                    (b)  Gentiva Health Services' Quarterly Report on Form 10-Q
                         for the quarterly period ended March 28, 2004, and its
                         Current Report on Form 8-K filed with the Commission on
                         April 29, 2004*.

                    (c)  The description of Gentiva Health Services' Common
                         Stock, par value $0.10 per share, contained in the
                         Registration Statement on Form 8-A as filed with the
                         Commission on February 4, 2000 pursuant to Section 12
                         of the Securities Exchange Act of 1934 including any
                         amendment or report filed for the purpose of updating
                         such description.

               All documents that Gentiva Health Services subsequently files
with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, will be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Unless expressly incorporated
into this Registration Statement, a report (or portion thereof) furnished on
Form 8-K shall not be incorporated by reference into this Registration
Statement. Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

               Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

-----------------------
* Report furnished to the Commission under Item 12 - Results of Operations and
Financial Condition. Pursuant to General Instruction B of Form 8-K, reports
furnished under Item 12 are not deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section. Gentiva Health Services is not incorporating, and
will not incorporate, by reference this report into a filing under the
Securities Act or the Exchange Act.

                                      II-1
(1) Section 145 of the Delaware General Corporation Law. Under
Section 145 of the General Corporation Law of the State of Delaware, as amended
from time to time (the "General Corporation Law"), Gentiva Health Services, Inc.
is empowered to indemnify its directors and officers in the circumstances
therein provided. We sometimes refer to Gentiva Health Services herein as the
"Company." Certain portions of Section 145 are summarized below:

               Section 145(a) of the General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe such person's conduct was
unlawful.

               Section 145(b) of the General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine upon adjudication that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Delaware Court of
Chancery or such other court shall deem proper.

               Section 145(c) of the General Corporation Law provides that to
the extent that a present or former director or officer of a corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 145(a) and (b), or in defense of any claim,
issue or matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection therewith.

               Section 145(d) of the General Corporation Law provides that any
indemnification under Sections 145(a) and (b) (unless ordered by a court) shall
be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the present or former director, officer,
employee or agent is proper in the circumstances because such person has met the
applicable standard of conduct set forth in Sections 145(a) and (b). Such
determination shall be made, with respect to a person who is a director or
officer at the time of such determination, (1) by a majority vote of the
directors who were not parties to such action, suit or proceeding, even though
less than a quorum, or (2) by a committee of such directors designated by a
majority vote of such directors, even though less than a quorum, or (3) if there
are no such directors, or if such directors so direct, by independent legal
counsel in a written opinion, or (4) by the stockholders.

               Section 145(e) of the General Corporation Law provides that
expenses (including attorneys' fees) incurred by an officer or director in
defending any civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the corporation
as authorized in Section 145. Such expenses (including attorneys' fees) incurred
by former directors and officers or other employees and agents may be so paid
upon such terms and conditions, if any, as the corporation deems appropriate.

                                      II-2
Section 145(f) of the General Corporation Law provides that the
indemnification and advancement of expenses provided by, or granted pursuant to,
Section 145 shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in such person's official capacity and as to action in another
capacity while holding such office.

               Section 145(g) of the General Corporation Law provides that a
corporation shall have the power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's capacity as such, whether or not the corporation would have the power
to indemnify such person against such liability under Section 145.

               (2) Certificate of Incorporation and Bylaws. The Company's
restated certificate of incorporation provides that, except to the extent that
the General Corporation Law prohibits the elimination or limitation of liability
of directors for breaches of fiduciary duty, no director of the Company shall be
personally liable to the Company or its stockholders for monetary damages for
any breach of fiduciary duty as a director.

               The Company's amended and restated bylaws provide that the
Company shall indemnify, to the fullest extent permitted by the General
Corporation Law, each person who is or was a party to or subject to, or is
threatened to be made a party to or to be the subject of, any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative in nature, by reason of the fact that he or she
is or was a director or officer of the Company, is or was serving at the request
of the Company as a director or officer of, or employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise (an "Indemnitee") against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in connection with such action, suit or proceeding if such
Indemnitee acted in good faith and in a manner such Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company, and with
respect to criminal proceedings, had no reasonable cause to believe such conduct
was unlawful; provided, however, that (i) the Company shall not be obligated to
indemnify an Indemnitee against expenses incurred in connection with an action,
suit or proceeding or investigation to which such Indemnitee is threatened to be
made a party but does not become a party unless such expenses were incurred with
the approval of the Company's board of directors, a committee thereof or the
Chief Executive Officer or the President of the Company and (ii) the Company
shall not be obligated to indemnify and/or hold harmless against any amount paid
in settlement unless the Company has consented to such settlement. However, in
an action by or in the right of the Company, no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Company unless, and then only to the extent that,
the Delaware Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of such
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity against such expenses or amounts
paid in settlement as the Delaware Court of Chancery or such other court shall
deem proper. The Company shall not be required to indemnify an Indemnitee
against expenses incurred in connection with a proceeding (or part thereof)
initiated by the Indemnitee, but such indemnification may be provided by the
Company as permitted by law and the Company's restated bylaws. The Company's
amended and restated bylaws also provide that, to the extent that any person who
is or was a director or officer of the Company has served or prepared to serve
as a witness in any action, suit or proceeding, whether civil, criminal,
administrative, regulatory or investigative in nature, by reason of the fact
that he or she is or was a director or officer of the Company, or is or was
serving at the request of the Company as a director or officer of, or employee
or agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, but excluding service as a witness in an
action or suit commenced by such person, the Company shall indemnify and/or hold
harmless such person against out-of-pocket costs and expenses (including
attorneys' fees and disbursements) actually and reasonably incurred by such
person in connection therewith; provided that the Company shall have no
obligation to compensate such person for such person's time or efforts so
expended.

                                      II-3
The Company's amended and restated bylaws also provide that,
subject to the penultimate sentence of the immediately preceding paragraph, the
Company shall, in advance of the final disposition of the matter, pay for
expenses reasonably incurred by an Indemnitee in defending any civil, criminal,
administrative or investigative action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the Company against such expenses as provided by the
indemnification provisions of the Company's amended and restated certificate of
incorporation and amended and restated bylaws.

               The Company's amended and restated bylaws provide that the right
to indemnification and advancement of expenses continues as to a person who
formerly was an officer or director of the Company in respect of acts occurring
or alleged to have occurred while he or she was an officer or director of the
Company and inures to the benefit of his or her heirs, executors and personal
and legal representatives.

               No amendment, termination or repeal of the indemnification
provisions of the Company's restated certificate of incorporation, amended and
restated bylaws or of the relevant provisions of the General Corporation Law or
any other applicable laws shall affect or diminish in any way the rights of any
Indemnitee to indemnification as described above with respect to any action,
suit, proceeding or investigation arising out of or relating to any actions,
transactions or facts occurring prior to the final adoption of such amendment,
termination or repeal. Additionally, the amended and restated bylaws provide
that the indemnification and advancement of expenses provided by the amended and
restated bylaws shall not be exclusive of any other rights to which an
Indemnitee seeking indemnification or advancement of expenses may be entitled
under the restated certificate of incorporation, the amended and restated
bylaws, agreement, vote of stockholders or of disinterested directors or
otherwise, both as to actions in his or her official capacity and as to actions
in any other capacity while holding office for the Company.

               The amended and restated bylaws permit the Company to purchase
and maintain insurance, at its expense, to protect any current or former
director or officer of the Company or any current or former director or officer
of the Company serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against any liability incurred by such
person in such capacity or arising from such capacity, whether or not the
Company would have the power to or is obligated to indemnify such person against
such liability. The Company maintains directors' and officers' liability
insurance covering its directors and officers against claims arising out of the
performance of their duties.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.   EXHIBITS.

                  4(a)   -    Restated Certificate of Incorporation of the
                              Company (incorporated by reference to Amendment
                              No. 2 to the Registration Statement on Form S-4
                              dated January 19, 2000 (File No. 333-88663)).

                  4(b)   -    Certificate of Correction to Restated Certificate
                              of Incorporation (incorporated by reference to the
                              Company's Quarterly Report on Form 10-Q for the
                              period ended June 30, 2002).

                                      II-4
4(c)   -    Amended and Restated By-Laws of the Company
                              (incorporated by reference to the Company's
                              Quarterly Report on Form 10-Q for the period ended
                              June 30, 2002).

                  5      -    Opinion of Weil, Gotshal & Manges LLP.

                  23(a)  -    Consent of PricewaterhouseCoopers LLP.

                  23(b)  -    Consent of Weil, Gotshal & Manges LLP (included in
                              Exhibit 5).

                  24     -    Power of Attorney (included as part of the
                              signature page to this Registration Statement and
                              incorporated herein by reference).

                  99     -    Gentiva Health Services, Inc. 2004 Equity
                              Incentive Plan (incorporated by reference to the
                              Company's Definitive Proxy Statement on Schedule
                              14A filed with the Commission on April 8, 2004).

ITEM 9.   UNDERTAKINGS.

          (a)  The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
                    being made, a post-effective amendment to this Registration
                    Statement:

                    (i)  To include any prospectus required by Section 10(a)(3)
                         of the Securities Act of 1933;

                    (ii) To reflect in the prospectus any facts or events
                         arising after the effective date of the registration
                         statement (or the most recent post-effective amendment
                         thereof) which, individually or in the aggregate,
                         represent a fundamental change in the information set
                         forth in the registration statement. Notwithstanding
                         the foregoing, any increase or decrease in the volume
                         of securities offered (if the total dollar value of
                         securities offered would not exceed that which was
                         registered) and any deviation from the low or high end
                         of the estimated maximum offering range may be
                         reflected in the form of prospectus filed with the
                         Commission pursuant to Rule 424(b) if, in the
                         aggregate, the changes in volume and price represent no
                         more than 20 percent in the maximum aggregate offering
                         price set forth in the "Calculation of Registration
                         Fee" table in the effective registration statement.

                    (iii) To include any material information with respect to
                         the plan of distribution not previously disclosed in
                         the Registration Statement or any material change to
                         such information in the Registration Statement;

                  provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do
                  not apply if the information required to be included in a
                  post-effective amendment by the foregoing paragraphs is
                  contained in periodic reports filed with or furnished to the
                  Commission by the Company pursuant to Section 13 or Section
                  15(d) of the Exchange Act that are incorporated by reference
                  in the Registration Statement.

               (2)  That, for the purpose of determining any liability under the
                    Securities Act, each such post-effective amendment shall be
                    deemed to be a new Registration Statement relating to the
                    securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial
                    bona fide offering thereof.

                                      II-5
(3)  To remove from registration by means of a post-effective
                    amendment any of the securities being registered which
                    remain unsold at the termination of the offering.

          (b)  The undersigned registrant hereby undertakes that, for purposes
               of determining any liability under the Securities Act, each
               filing of the registrant's annual report pursuant to Section
               13(a) or Section 15(d) of the Exchange Act that is incorporated
               by reference in the Registration Statement shall be deemed to be
               a new Registration Statement relating to the securities offered
               therein, and the offering of such securities at that time shall
               be deemed to be the initial bona fide offering thereof.

          (h)  Insofar as indemnification for liabilities arising under the
               Securities Act may be permitted to directors, officers and
               controlling persons of the registrant pursuant to the foregoing
               provisions, or otherwise, the registrant has been advised that in
               the opinion of the Securities and Exchange Commission such
               indemnification is against public policy as expressed in the
               Securities Act and is, therefore, unenforceable. In the event
               that a claim for indemnification against such liabilities (other
               than the payment by the registrant of expenses incurred or paid
               by a director, officer or controlling person of the registrant in
               the successful defense of any action, suit or proceeding) is
               asserted by such director, officer or controlling person in
               connection with the securities being registered, the registrant
               will, unless in the opinion of its counsel the matter has been
               settled by controlling precedent, submit to a court of
               appropriate jurisdiction the question whether such
               indemnification by it is against public policy as expressed in
               the Securities Act and will be governed by the final adjudication
               of such issue.

                                      II-6
SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Melville, New York, on May 21, 2004.

                                         GENTIVA HEALTH SERVICES, INC.

                                         By:   /s/ Ronald A. Malone
                                              ----------------------------------
                                         Name:  Ronald A. Malone
                                         Title: Chief Executive Officer and
                                                Chairman of the Board

                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ronald A. Malone, John R. Potapchuk and
Stephen B. Paige, or any of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
sign any related Registration Statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing required and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them or their substitute or substitutes,
could lawfully do or cause to be done by virtue hereof.

               Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE                                TITLE                                       DATE
---------                                -----                                       ----

/s/ Ronald A. Malone                     Chief Executive Officer and Chairman of     May 21, 2004
-------------------------------          the Board and Director (Principal
Ronald A. Malone                         Executive Officer)

/s/ John R. Potapchuk                    Senior Vice President, Chief Financial      May 21, 2004
-------------------------------          Officer, Treasurer and Secretary
John R. Potapchuk                        (Principal Financial and Accounting
                                         Officer)

/s/ Edward A. Blechschmidt               Director                                    May 21, 2004
-------------------------------
Edward A. Blechschmidt
/s/ Victor F. Ganzi                      Director                                    May 21, 2004
-------------------------------
Victor F. Ganzi

/s/ Stuart R. Levine                     Director                                    May 21, 2004
-------------------------------
Stuart R. Levine

/s/ Mary O'Neil Mundinger                Director                                    May 21, 2004
-------------------------------
Mary O'Neil Mundinger

/s/ Stuart Olsten                        Director                                    May 21, 2004
-------------------------------
Stuart Olsten

/s/ Raymond S. Troubh                    Director                                    May 21, 2004
-------------------------------
Raymond S. Troubh

/s/ Josh S. Weston                       Director                                    May 21, 2004
-------------------------------
Josh S. Weston

/s/ Gail R. Wilensky                     Director                                    May 21, 2004
-------------------------------
Gail R. Wilensky
EXHIBIT INDEX

EXHIBIT NO.                        DESCRIPTION
-----------                        -----------

4(a)      -    Restated Certificate of Incorporation of the Company
               (incorporated by reference to Amendment No. 2 to the Registration
               Statement on Form S-4 dated January 19, 2000 (File No.
               333-88663)).

4(b)      -    Certificate of Correction to Restated Certificate of
               Incorporation (incorporated by reference to the Company's
               Quarterly Report on Form 10-Q for the period ended June 30,
               2002).

4(c)      -    Amended and Restated By-Laws of the Company (incorporated by
               reference to the Company's Quarterly Report on Form 10-Q for the
               period ended June 30, 2002).

5         -    Opinion of Weil, Gotshal & Manges LLP.

23(a)     -    Consent of PricewaterhouseCoopers LLP.

23(b)     -    Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).

24        -    Power of Attorney (included as part of the signature page to this
               Registration Statement and incorporated herein by reference).

99        -    Gentiva Health Services, Inc. 2004 Equity Incentive Plan
               (incorporated by reference to the Company's Definitive Proxy
               Statement on Schedule 14A filed with the Commission on April 8,
               2004).