Via Facsimile and U.S. Mail
Mail Stop 6010


September 16, 2005

Mr. Gregory H. Keane
Chief Financial Officer
BioScrip, Inc.
100 Clearbrook Road
Elmsford, NY  10523

Re:	BioScrip, Inc.
	Form 10-K for Fiscal Year Ended December 31, 2004
	Filed March 4, 2005
	File No. 000-28740

Dear Mr. Keane:

      We have limited our review of your filing to those issues we
have addressed in our comments.  In our comments, we ask you to
provide us with information so we may better understand your
disclosure.  Please be as detailed as necessary in your
explanation.
After reviewing this information, we may raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and ..., page 16

Critical Accounting Policies, page 17

Allowance for Contractual Discounts, page 18

1. For each period presented, please tell us the amount of changes
in
estimates of prior period contractual discounts that you recorded
during the current period. For example, for 2004, this amount
would
represent the amount of the difference between estimates of
contractual discounts for services provided in fiscal 2003 and the
amount of the new estimate or settlement amount that was recorded
during fiscal 2004.

Item 8.  Financial Statements and Supplementary Data, page 26

Notes to Consolidated Financial Statements, page 31

Note 2 - Summary of Significant Accounting Policies, page 31

2. Please tell us what claims payable represent and how you
account
for them.

Note 4 - Acquisitions, page 36

3. For the Fair Pharmacy and Chronimed acquisitions, please give
us a
description of the factors that contributed to a purchase price
that
resulted in the recognition of goodwill, as this should have been
disclosed per paragraph 51(b) of SFAS 141.  In particular, please
tell us why no amounts were allocated to any customer
relationships
acquired from Fair Pharmacy and how that was consistent with SFAS
141
and EITF 02-17.

*    *    *    *

       Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provide the
requested information.  Detailed letters greatly facilitate our
review.  Please file your letter on EDGAR under the form type
label
CORRESP.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing include all information required under the Securities
Exchange
Act of 1934 and that they have provided all information investors
require for an informed investment decision.  Since the company
and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	In connection with responding to our comments, please
provide,
in your letter, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Ibolya Ignat, at (202) 551-3656, or Oscar M.
Young, Jr., Senior Accountant at (202) 551-3622, if you have
questions regarding the comments.  In this regard, do not hesitate
to
contact me, at (202) 551-3679.


Sincerely,



Jim B. Rosenberg
Senior Assistant Chief Accountant
??

??

??

??

Mr. Gregory H. Keane
BioScrip, Inc.
September 16, 2005
Page 1