As filed with the Securities and Exchange Commission on October 19, 2005
                                                     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.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)

                         ------------------------------

                             STEPHEN B. PAIGE, ESQ.
                         SENIOR VICE PRESIDENT, GENERAL
                              COUNSEL AND SECRETARY
                          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           1,200,000            $16.345              $19,614,000            $2,309
=================================================================================================================
</TABLE>

(1) 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. Employee Stock Purchase 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 January 2, 2005 and
                           Amendment No. 1 thereto.

                  (b)      (i) Gentiva Health Services' Quarterly Report on Form
                           10-Q for the quarterly period ended April 3, 2005;

                           (ii) Gentiva Health Services' Current Report on Form
                           8-K filed with the Commission on May 5, 2005*;

                           (iii) Gentiva Health Services' Quarterly Report on
                           Form 10-Q for the quarterly period ended July 3,
                           2005;

                           (iv) Gentiva Health Services' Current Report on Form
                           8-K filed with the Commission on August 3, 2005*; and

                           (v) Gentiva Health Services' Current Report on Form
                           8-K filed with the Commission on October 4, 2005.

                  (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, as amended,
                           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.

------------------------
* Report furnished to the Commission under Item 2.02 - Results of Operations and
Financial Condition. Pursuant to General Instruction B of Form 8-K, reports
furnished under Item 2.02 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>
ITEM 4.   DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  (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, Inc. 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


                                      II-2
<PAGE>
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 of the General Corporation Law. 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.

                  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
amended and 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


                                      II-3
<PAGE>
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 amended and 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.

                  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 amended and 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 amended and 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.

                                      II-4
<PAGE>
ITEM 8.   EXHIBITS.

                  4(a)  -  Amended and 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 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. Employee Stock Purchase
                           Plan (incorporated by reference to the Company's
                           Definitive Proxy Statement on Schedule 14A filed with
                           the Commission on April 6, 2005).

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;


                                      II-5
<PAGE>
                  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.

                  (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 October 19, 2005.


                                   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>
<CAPTION>
SIGNATURE                             TITLE                                       DATE
---------                             -----                                       ----
<S>                                  <C>                                         <C>
/s/ Ronald A. Malone                  Chief Executive Officer and Chairman of     October 19, 2005
-------------------------------       the Board and Director (Principal
Ronald A. Malone                      Executive Officer)


/s/ John R. Potapchuk                 Senior Vice President, Chief Financial      October 19, 2005
-------------------------------       Officer and Treasurer (Principal
John R. Potapchuk                     Financial and Accounting Officer)


/s/ Victor F. Ganzi                   Director                                    October 19, 2005
-------------------------------
Victor F. Ganzi

<PAGE>
SIGNATURE                             TITLE                                       DATE
---------                             -----                                       ----

/s/ Stuart R. Levine                  Director                                    October 19, 2005
-------------------------------
Stuart R. Levine


/s/ Mary O'Neil Mundinger             Director                                    October 19, 2005
-------------------------------
Mary O'Neil Mundinger


/s/ Stuart Olsten                     Director                                    October 19, 2005
-------------------------------
Stuart Olsten


/s/ Raymond S. Troubh                 Director                                    October 19, 2005
-------------------------------
Raymond S. Troubh


/s/ Josh S. Weston                    Director                                    October 19, 2005
-------------------------------
Josh S. Weston


/s/ Gail R. Wilensky                  Director                                    October 19, 2005
-------------------------------
Gail R. Wilensky

</TABLE>



<PAGE>
                                  EXHIBIT INDEX


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

4(a)     -     Amended and 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 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. Employee Stock
               Purchase Plan (incorporated by reference to the
               Company's Definitive Proxy Statement on Schedule
               14A filed with the Commission on April 6, 2005).
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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": "333-129116", "film-number": "051144878"}, "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 October 19, 2005
                                                     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.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)

                         ------------------------------

                             STEPHEN B. PAIGE, ESQ.
                         SENIOR VICE PRESIDENT, GENERAL
                              COUNSEL AND SECRETARY
                          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           1,200,000            $16.345              $19,614,000            $2,309
=================================================================================================================
(1) 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. Employee Stock Purchase 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 January 2, 2005 and
                           Amendment No. 1 thereto.

                  (b)      (i) Gentiva Health Services' Quarterly Report on Form
                           10-Q for the quarterly period ended April 3, 2005;

                           (ii) Gentiva Health Services' Current Report on Form
                           8-K filed with the Commission on May 5, 2005*;

                           (iii) Gentiva Health Services' Quarterly Report on
                           Form 10-Q for the quarterly period ended July 3,
                           2005;

                           (iv) Gentiva Health Services' Current Report on Form
                           8-K filed with the Commission on August 3, 2005*; and

                           (v) Gentiva Health Services' Current Report on Form
                           8-K filed with the Commission on October 4, 2005.

                  (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, as amended,
                           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.

------------------------
* Report furnished to the Commission under Item 2.02 - Results of Operations and
Financial Condition. Pursuant to General Instruction B of Form 8-K, reports
furnished under Item 2.02 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
ITEM 4.   DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  (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, Inc. 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

                                      II-2
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 of the General Corporation Law. 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.

                  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
amended and 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

                                      II-3
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 amended and 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.

                  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 amended and 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 amended and 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.

                                      II-4
ITEM 8.   EXHIBITS.

                  4(a)  -  Amended and 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 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. Employee Stock Purchase
                           Plan (incorporated by reference to the Company's
                           Definitive Proxy Statement on Schedule 14A filed with
                           the Commission on April 6, 2005).

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;

                                      II-5
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.

                  (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 October 19, 2005.

                                   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     October 19, 2005
-------------------------------       the Board and Director (Principal
Ronald A. Malone                      Executive Officer)

/s/ John R. Potapchuk                 Senior Vice President, Chief Financial      October 19, 2005
-------------------------------       Officer and Treasurer (Principal
John R. Potapchuk                     Financial and Accounting Officer)

/s/ Victor F. Ganzi                   Director                                    October 19, 2005
-------------------------------
Victor F. Ganzi
SIGNATURE                             TITLE                                       DATE
---------                             -----                                       ----

/s/ Stuart R. Levine                  Director                                    October 19, 2005
-------------------------------
Stuart R. Levine

/s/ Mary O'Neil Mundinger             Director                                    October 19, 2005
-------------------------------
Mary O'Neil Mundinger

/s/ Stuart Olsten                     Director                                    October 19, 2005
-------------------------------
Stuart Olsten

/s/ Raymond S. Troubh                 Director                                    October 19, 2005
-------------------------------
Raymond S. Troubh

/s/ Josh S. Weston                    Director                                    October 19, 2005
-------------------------------
Josh S. Weston

/s/ Gail R. Wilensky                  Director                                    October 19, 2005
-------------------------------
Gail R. Wilensky
EXHIBIT INDEX

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

4(a)     -     Amended and 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 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. Employee Stock
               Purchase Plan (incorporated by reference to the
               Company's Definitive Proxy Statement on Schedule
               14A filed with the Commission on April 6, 2005).