May 24, 2019

Kathryn M. Stalmack
Senior Vice President and General Counsel
BioScrip, Inc.
1600 Broadway
Suite 700
Denver, CO 80202

       Re: BioScrip, Inc.
           Preliminary Proxy Statement on Schedule 14A
           Filed April 30, 2019
           File No. 001-11993

Dear Ms. Stalmack:

       We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A Filed April 30, 2019

General

1.    Please provide pro forma selected financial data for the most recent
fiscal year and interim
      period. Refer to Item 14(b)(9) of Schedule 14A.
2.    Please provide in a table designed to facilitate comparison, historical
and pro forma per
      share data of the acquiring company and historical and equivalent pro
forma per share
      data of the target company for the most recent fiscal year and interim
period. Refer to
      Item 14(b)(10) of Schedule 14A.
 Kathryn M. Stalmack
FirstNameInc.
BioScrip, LastNameKathryn M. Stalmack
Comapany NameBioScrip, Inc.
May 24, 2019
May 24, 2019 Page 2
Page 2
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Statements
Notes to Unaudited Pro Forma Combined Financial Information
5. Unaudited Pro Forma Combined Balance Sheet Adjustments, page 131

3.       Please use the most recent closing price of Bioscrip's common stock in
your next
         amendment.
A. Cash and Cash Equivalents, page 133

4.       We note your adjustment of $124,392 (in thousands) for the settlement
of preferred
         shareholders' liquidation preference. Please provide a discussion of
how this amount was
         calculated.
H. Deferred Income Taxes, page 135

5.       Please revise to disclose the amount of each component of the deferred
income taxes and
         the significant assumptions that were used to calculate each amount.
6.       Please revise to disclose how you derived the change in the valuation
allowance. In
         addition, please clarify how the estimated weighted average statutory
rate of 26.0% was
         determined.
6. Statement of Income Adjustments, page 137

7.       We note from your disclosure beginning on page 50 that you started the
discussion and
         process of the merger in 2018. Please tell us whether you have
recorded any transaction
         expenses in your income statements during the periods presented in
your pro forma
         statements of operations. If so, please explain how you considered
adjusting your income
         statement for these non-recurring costs. Refer to Rule 11-02(b)(6) of
Regulation S-X.
A. Net Revenue, page 137

8.       We note that you have recorded an adjustment to remove the adoption of
ASC 606 as HC
         II has not adopted the standard. Please provide us with a detailed
discussion to support
         this adjustment considering HC II will be required to adopt the
standard in the near future.
C. Interest Expense, page 137

9.       Please disclose the interest rate utilized to calculate the interest
expense on the secured
         senior credit facilities issued in conjunction with the merger and
describe how you
         determined these rates were reasonable.
F. Income Tax (Expense) benefit, page 138

10.      Please revise to disclose the tax effects of the pro forma adjustments
based on the
         statutory rate in effect during the periods presented. If the taxes
are calculated utilizing a
 Kathryn M. Stalmack
BioScrip, Inc.
May 24, 2019
Page 3
         rate other than the statutory rate, please disclose how you determined
the tax rate utilized.
          Refer to Instruction 7 to paragraph (b) of Rule 11-02 of Regulation
S-X.
Option Care Management's Discussion and Analysis
Liquidity and Capital Resources
Cash Flows from Operating Activities, page 176

11.      We note significant fluctuations in cash provided by operating
activities during the
         periods presented on page 189. Please expand your disclosure to
include a robust
         discussion describing and quantifying the specific effects of the
drivers that contributed to
         the material changes in your operating cash flows for the periods
presented. The
         disclosure should also include a discussion of the underlying reasons
for changes in
         working capital items that affect operating cash flows. See guidance
in Section IV.B.1 of
         SEC Release 33-8350.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Steve Lo at 202-551-3394 or Angela Lumley at
202-551-3398 if you
have questions.



                                                                Sincerely,
FirstName LastNameKathryn M. Stalmack
                                                                Division of
Corporation Finance
Comapany NameBioScrip, Inc.
                                                                Office of
Beverages, Apparel and
May 24, 2019 Page 3                                             Mining
FirstName LastName