UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

~~WASHINGTON,~~SECURITIES ~~D.C. 20549~~AND EXCHANGE COMMISSION

~~_____________________~~Washington, D.C. 20549

______________________________________

FORM 8-K

______________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 1527, 2013

~~Rotech Healthcare Inc.~~______________________________________

~~(Exact~~ROTECH ~~Name~~HEALTHCARE ~~of Registrant as Specified in its Charter)~~INC.

Delaware	000-50940	030408870
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

(Exact name of registrant as specified in its charter)

2600 Technology Drive, Suite 300, Orlando, Florida	32804
(Address of Principal Executive Offices)	(Zip Code)

______________________________________

Registrant's telephone number, including area code: (407) 822-4600







Delaware	000-50940	03-0408870
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

_____________________ (Former name or former address, if changed since last report)







2600 Technology Drive, Suite 300, Orlando, Florida		32804
(Address of principal executive offices)		(Zip Code)

~~_____________________~~Registrant's telephone number, including area code (407) 822-4600

Not Applicable

(Former name or former address, if changed since last report.)

______________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[¨ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[¨ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[¨ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[¨ ] Pre-commencement communications pursuant to Rule ~~13e~~14e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 17.01 ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure

~~Proposed~~As ~~Restructuring~~previously announced, Rotech Healthcare Inc. (the “Company”), is in negotiations with certain of its second lien noteholders (the “Consenting Noteholders”), which collectively hold in the aggregate a majority in outstanding principal amount of the Company's 10.5% Senior Second Lien Notes, issued under the Indenture dated as of March 17, 2011, among the Company, as Issuer, the subsidiary guarantors named therein and ~~Recapitalization~~The Bank of New York Mellon Trust Company, N.A., as Trustee, regarding the potential restructuring and recapitalization of the Company's current capital structure, including without limitation the Company's obligations in respect of the Consenting Noteholders. The Company entered into certain nondisclosure agreements with the Consenting Noteholders for the purpose of facilitating such confidential discussions. In the course of those discussions, the Company provided to the Consenting Noteholders certain information regarding the Company's preliminary fourth quarter and annual results for 2012. Pursuant to such nondisclosure agreements, the Company was contractually obligated under certain circumstances to make publicly available the materials it provided to the extent such materials could be deemed to constitute material non-public information. The primary purpose of this Current Report on Form 8-K is to satisfy the contractual obligation of the Company under such nondisclosure agreements.

~~Rotech~~In ~~Healthcare~~furnishing ~~Inc. (~~the ~~“Company”)~~attached ~~announced on March 15~~information, ~~2013 that it and certain of its second lien noteholders (~~the “Consenting Noteholders”), which collectively hold in the aggregate a majority in outstanding principal amount of its 10.5% Senior Second Lien Notes (the “Second Lien Notes”) issued under the Indenture dated as of March 17, 2011 (the “Second Lien Indenture”), among the Company, asnotes ~~Issuer,~~that the ~~subsidiary~~fourth ~~guarantors~~quarter ~~named therein~~ and ~~The~~annual ~~Bank~~results ofare ~~New~~preliminary ~~York~~and ~~Mellon Trust Company~~unaudited, ~~N.A.,~~and as ~~Trustee~~such ~~(the~~may ~~“Trustee”),~~be ~~have~~subject ~~reached an agreement in principle with respect~~ to ~~the~~material ~~potential~~revision, ~~restructuring~~ and ~~recapitalization of the Company’s current capital structure, including without limitation the Company’s obligations~~ in ~~respect~~many ofinstances ~~the~~also ~~Second~~may ~~Lien~~be ~~Notes~~subject ~~(the “Transactions”). Notwithstanding the foregoing, the Company expects that it will continue~~ to ~~pay~~normal ~~its~~year-end ~~vendors~~adjustments inand ~~the~~therefore ~~ordinary course of business even though, as more fully set forth below,~~ the ~~Company~~attached ~~must~~information ~~consummate~~should ~~the~~not ~~Transactions~~be ~~under~~relied ~~chapter~~upon 11by ~~of title of the United States Code (the “Bankruptcy Code”)~~investors.

~~The~~A ~~Company~~copy ~~believes~~of the ~~agreement~~materials inprovided ~~principle~~to ~~reached with~~ the Consenting Noteholders, ~~presents~~as aupdated ~~means~~ to ~~adjust~~include the ~~Company’s~~most ~~balance~~current ~~sheet~~available ~~and~~information, ~~eliminate~~is ~~substantial~~furnished ~~outstanding~~as ~~legacy~~Exhibit ~~secured~~99.1 ~~indebtedness,~~to ~~which~~this ~~has~~Current ~~burdened~~Report ~~the~~on ~~Company~~Form ~~since~~8-K itand ~~emerged~~incorporated ~~from~~by ~~the~~reference ~~Integrated~~herein. The ~~Health~~information ~~Services~~on ~~bankruptcy~~this ~~cases~~Current ~~more~~Report ~~than~~on aForm ~~decade~~8-K, ~~ago~~including Exhibit 99. As1 aattached ~~result~~hereto, is being furnished and shall not be deemed “filed” for purposes of ~~this~~Section ~~agreement~~18 inof ~~principle~~the Securities Exchange Act of 1934, as amended (the ~~Company~~“Exchange ~~will~~Act”), ~~not~~or ~~make~~otherwise ~~its~~subject ~~March~~to 15the liabilities of that section, ~~2013~~nor ~~interest~~shall ~~payment~~it be deemed incorporated by reference in any filing under the ~~Second~~Securities ~~Lien~~Act ~~Indenture~~of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

AsInformation set forth herein (including information included or incorporated by reference herein) contains “forward-looking statements” (as defined in Section 21E of the Exchange Act), which reflect the Company's expectations regarding future events. The forward-looking statements involve a ~~result~~number of ~~its~~risks, ~~negotiations~~uncertainties ~~with~~and other factors that could cause actual results to differ materially from those contained in the ~~Consenting~~forward-looking ~~Noteholders~~statements. Such forward-looking statements include, but are not limited to that the Company will have sufficient cash on ~~March~~hand ~~15,~~to ~~2013,~~pay its operating expenses; the Company,'s ability to continue to comply with other covenants under its ~~subsidiaries~~notes or credit facility; potential decreases in Medicare Part B reimbursement rates; legislative or regulatory changes to Medicare or related programs; health care reform, ~~and~~including recently enacted legislation; adjustments in reimbursement rates set by the ~~Consenting~~Centers ~~Noteholders~~for ~~entered~~Medicare ~~into~~& anMedicaid ~~agreement~~Services; tothe ~~support~~effects of the ~~restructuring~~competitive bidding process under Medicare; the accreditation of the Company’'s ~~outstanding~~operating ~~secured~~locations ~~indebtedness~~and ~~through~~their compliance with government standards for coverage and payment; the ability of the Company to develop, secure approval of and consummate a prearranged plan of chapter 11 reorganization; (the ~~“Chapter~~Company's ability to improve its operating structure, financial results and profitability following emergence from chapter 11; ~~Plan”)~~the ~~under~~potential adverse effects of the ~~Bankruptcy~~chapter ~~Code~~11 (proceedings on the ~~“Plan~~Company's ~~Support~~liquidity, ~~Agreement”)~~results of operations, ~~pursuant~~brand toor business prospects; the ~~terms~~Company's ability to generate or raise cash and ~~conditions~~maintain ~~set~~a ~~forth~~cash inbalance ~~the~~sufficient ~~Restructuring~~to ~~Term~~fund ~~Sheet~~continued investments, ~~dated~~capital ~~March~~needs ~~15,~~and ~~2013~~service (its debt; the ~~“Restructuring~~Company's ~~Term~~ability ~~Sheet”).~~to maintain contracts that are critical to its operation; the Company's ability to obtain and maintain normal terms with

~~Pursuant to the Plan Support Agreement~~customers, ~~the~~suppliers ~~Consenting~~and ~~Noteholders,~~service ~~which~~providers; ~~also~~and in the ~~aggregate (a) hold a majority in outstanding principal amount of the~~ Company’'s ~~10.75%~~ability ~~Senior~~to ~~Secured~~retain ~~Notes~~key ~~issued under the Indenture dated as of October 6~~executives, ~~2010~~managers ~~(the “First Lien Indenture”), among the Company, as Issuer, the subsidiary guarantors named therein~~ and ~~the Trustee, and (b) constitute a majority of the lenders under the Term Loan Agreement (as defined and described below), have agreed, among other things, to support the Transactions~~employees. ~~The~~Additional ~~Transactions~~factors ~~include~~that ~~(i)~~may ~~the~~affect ~~payment~~future inresults ~~full~~are ofcontained ~~all~~in ~~indebtedness under~~ the ~~Term~~Company's ~~Loan~~filings ~~Agreement,~~with ~~(ii)~~ the ~~proposed~~Securities ~~amendment~~ and ~~potential~~Exchange ~~extension~~Commission ~~of the $230 million of 10.75% First Lien Notes outstanding under the First Lien Indenture,~~ (~~iii)~~ the exchange or conversion of all outstanding debt, in an aggregate amount equal to $290 million, under the Second Lien Indenture into 100% of the common equity in the Company (subject to dilution by a new management incentive plan“SEC”), ~~(iv)~~which ~~the~~are ~~payment~~available inat ~~full of~~ the ~~Company’~~SEC's ~~general~~website ~~unsecured~~at ~~claims~~www.sec.gov. The ~~(it being understood the~~ Company ~~shall~~disclaims ~~pay~~any ~~all~~obligation ~~prepetition~~to ~~claims~~update ~~owed~~and torevise ~~general~~statements ~~unsecured~~contained ~~creditors~~ in ~~the~~these ~~ordinary~~materials ~~course~~based soon ~~long~~new asinformation ~~such prepetition creditors agree to maintain~~ or ~~reinstate trade terms during the pendency of any chapter 11 cases that are at least as favorable as current terms),~~ otherwise.

and (v) the distribution to existing common stockholders of ten cents per share of common stock, with the aggregate amount so distributed not to exceed $2,620,000; such common stockholders would cease to have any continuing equity interest in Rotech.

The Consenting Noteholders have agreed not to solicit any plan in opposition to the Chapter 11 Plan, and otherwise not to effect any transactions that would adversely affect the consummation of the Transactions. The Company has agreed to provide draft copies of all motions or applications and all other documents and pleadings to and consult with the Consenting Noteholders’ counsel prior to filing such documents with the bankruptcy court, do all things necessary and appropriate in furtherance of the Transactions under the Plan Support Agreement and the Restructuring Term Sheet, and comply with certain deadlines regarding the timing of the filing of Chapter 11 Plan documents and solicitation materials with the bankruptcy court.

In conjunction with the restructuring, the Company is in negotiations with certain of its secured creditors to obtain debtor-in-possession financing to ensure sufficient liquidity throughout what is expected to be a relatively short Chapter 11 process. The Company was also recently was awarded a new five year $68.3 million contract from the U.S. Department of Veteran Affairs to provide home oxygen and respiratory services to medical centers in eight cities.

Negotiations with the Consenting Noteholders to implement the Transactions are continuing. Furthermore, the closing of the Transactions is subject to various closing conditions, including, among others, bankruptcy court confirmation of the Chapter 11 Plan. Accordingly, no assurances can be given as whether such negotiations will be successful, whether the Company will in fact be able to obtain adequate debtor-in-possession financing, or as to whether the Transactions in fact will be consummated.

The foregoing description of the material terms of the Plan Support Agreement and the Restructuring Term Sheet does not purport to be a complete description of the Plan Support Agreement and the Restructuring Term Sheet and is qualified in its entirety by reference to the Plan Support Agreement (which includes the Restructuring Term Sheet as an attachment thereto), a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Forbearance Agreement

On March 15, 2013, the Company entered into an agreement (the “Forbearance Agreement”) with SPCP Group, LLC, as lender, and Silver Point Finance, LLC, as administrative agent (together, the “Lenders”), that provides for a forbearance period until April 15, 2013 (the “Forbearance Period”), relating to certain rights and remedies of the Lenders under that certain Term Loan Credit Agreement dated as of December 21, 2012 (the “Term Loan Agreement”), between the Company and the Lenders. The Term Loan Agreement currently has an outstanding principal balance of $23.5 million. As more fully described herein, as of March 15, 2013, an Event of Default has occurred under Section 7.01(f) of the Term Loan Agreement as a result of the Company’s failure to pay interest that has become due under the Second Lien

Notes. Pursuant to the terms of the Forbearance Agreement, the Lenders have agreed not to accelerate any of the Company’s obligations under the Term Loan Agreement or enforce any liens granted in connection therewith during the Forbearance Period as a result of such Event of Default. The purpose of the Forbearance Agreement is to give the Company time to complete the Transactions that are referred to in the Plan Support Agreement.

The foregoing description of the material terms of the Forbearance Agreement does not purport to be a complete description of such agreement and is qualified in its entirety by reference to the Forbearance Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.2 and is incorporated by reference herein.

The full text of the press release issued by the Company on March 15, 2013 is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

Item 8.01 Other Events

OnThe ~~March~~Company ~~12,~~has ~~2013,~~substantially acompleted ~~federal~~the ~~court~~preparation inof ~~Orlando,~~its ~~Florida~~financial ~~issued~~statements ~~warrants~~for ~~authorizing~~ the ~~collection~~year ofended ~~various~~December ~~categories~~31, of2012. However, ~~billing records from~~ the Company~~. The~~ ~~warrants~~plans ~~were~~to ~~executed~~file ona ~~March~~Notification ~~13,~~of ~~2013~~Late atFiling ~~the~~on ~~Company’s~~Form ~~corporate~~12B-25 ~~headquarters~~with inthe ~~Orlando~~SEC ~~and~~pertaining ~~the~~to ~~Winter~~its ~~Park,~~Annual ~~Florida,~~Report ~~location~~on Form 10-K for ~~Rotech~~the ~~Systems~~period ~~Group. In~~ended ~~addition~~December 31, ~~subpoenas~~2012 ~~for~~(the ~~particular~~“Form ~~relevant~~10-K”) ~~records~~in ~~were~~order ~~served~~to onallow ~~certain~~the Company ~~locations. While~~more ~~the~~time ~~Company~~to ~~cannot~~complete beadditional ~~certain~~internal ofreview ~~the~~procedures ~~focus~~as a result of the ~~investigation,~~government's itexecution ~~appears~~of tosearch bewarrants ~~focused~~ on ~~the~~March ~~same~~13, ~~subject~~2013, ~~matter~~which aswas previously reported by the ~~inaccurate~~Company. Such ~~reimbursement~~procedures ~~for~~are ~~the~~being ~~provision~~completed ofat ~~oxygen~~the ~~contents~~request ~~that~~of the Company's ~~identified,~~board ~~reported~~of ~~and~~directors ~~repaid~~under inthe ~~2012~~supervision toand ~~the~~direction ~~Centers~~of ~~for~~outside ~~Medicare~~legal &counsel. The ~~Medicaid~~Company ~~Services~~currently ~~(“CMS”),~~expects ~~although~~to ~~there~~complete ~~can~~the beForm no10-K ~~assurance~~and ~~that~~submit the ~~investigation~~filing ~~does~~to ~~not~~the ~~focus~~SEC on ~~additional~~or ~~matters~~before April 16, 2013.

The national law firm of Foley & Lardner LLP conducted an extensive review of this matter at the Company’s request last year. As previously disclosed in the Company’s public filings, during the first quarter of 2012, the Company identified an error made in certain programming logic within its billing system. As a result of this error, the Company determined that it had been overpaid on certain specific Medicare claim types since January 1, 2009, with the amount of such overpayment being approximately $6.2 million in the aggregate. The programming logic that caused this error has been corrected in its billing system, and the Company is not aware of any other Medicare overpayment issues as a result of this or any other programming error and believes that it has already refunded the appropriate amount for this error. This review resulted in the Company voluntarily reporting its error and voluntarily repaying $6.2 million in May 2012 to CMS. The Company intends to cooperate fully with the government.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

10.1	Plan Support Agreement dated as of March 15, 2013, among (i) Rotech Healthcare Inc. and its subsidiaries signatory thereto, and (ii) those holders signatory thereto of Rotech Healthcare Inc.’s 10.5% Second Lien Senior Secured Notes issued under the Indenture dated as of March 17, 2011, among the Rotech Healthcare Inc., as Issuer, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee.
10.2	Forbearance Agreement dated as of March 15, 2013, among Rotech Healthcare Inc., SPCP Group, LLC, as lender, and Silver Point Finance, LLC, as administrative agent.
99.1	Press Release, dated March 15, 2013, issued by Rotech Healthcare Inc.



99.1	Materials Provided to Consenting Noteholders

~~SIGNATURE~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ROTECH HEALTHCARE INC.~~(Registrant)~~

Date: March 15, 2013	By:	Steven P. Alsene
		Name: Steven P. Alsene
		Title: President and Chief Executive Officer

(Registrant)

~~EXHIBIT~~Date: ~~INDEX~~March 27, 2013 By: /s/ Steven P. Alsene

10.1	Plan Support Agreement dated as of March 15, 2013, among (i) Rotech Healthcare Inc. and its subsidiaries signatory thereto, and (ii) those holders signatory thereto of Rotech Healthcare Inc.’s 10.5% Second Lien Senior Secured Notes issued under the Indenture dated as of March 17, 2011, among the Rotech Healthcare Inc., as Issuer, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee.
10.2	Forbearance Agreement dated as of March 15, 2013, among Rotech Healthcare Inc., SPCP Group, LLC, as lender, and Silver Point Finance, LLC, as administrative agent.
99.1	Press Release, dated March 15, 2013, issued by Rotech Healthcare Inc.

Steven P. Alsene

President & Chief Executive Officer

Exhibit Index





99.1	Materials Provided to Consenting Noteholders

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