Exhibit 10.38





MATRIA HEALTHCARE, INC.





CHARTER OF THE AUDIT COMMITTEE


OF THE BOARD OF DIRECTORS





ADOPTED FEBRUARY 19, 2004








ARTICLE I





Purpose





The Audit Committee is appointed by the Board of Directors to oversee the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company. In connection with its performance of such oversight responsibilities, the Audit Committee shall perform the following duties and responsibilities:





Monitor the integrity of the Companys financial reporting process and system of internal controls regarding finance and accounting compliance.





Monitor the qualifications and independence of the Companys independent auditors.





Monitor the performance of the Companys independent auditors.





Provide an avenue of communication among the independent auditors, management and the Board of Directors.





ARTICLE II





Audit Committee Composition and Meetings





The Audit Committee shall be comprised of at least three directors as determined by the Board. The members of the Audit Committee shall meet the independence and experience requirements of NASDAQ, Section 10A(m)(3) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations of the Securities and Exchange Commission (the "Commission"). Each member of the Audit Committee shall be independent and free from any relationship which, in the opinion of the Board, would interfere with the exercise of his or her independent judgment in carrying out the responsibilities of a director and an Audit Committee member. All members of the Committee shall have a basic understanding of finance and accounting and be able to read and understand fundamental financial statements, and at least one member of the Committee shall have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individuals financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities.





The Audit Committee members shall be appointed by the Board. If an Audit Committee Chair is not designated or present, the members of the Committee may designate a Chair by majority vote of the Committee membership.





The Committee shall meet at least four times annually or more frequently as circumstances dictate. The Audit Committee Chair shall prepare and/or approve an agenda in advance of each meeting. The Audit Committee may request any officer or employee of the Company or the Companys outside counsel or independent auditors to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee.





ARTICLE III





Audit Committee Authority and Responsibilities





The Audit Committee shall have the sole authority to appoint or replace the independent auditor (subject, if applicable, to shareholder ratification). The Audit Committee shall be directly responsible for the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditor shall report directly to the Audit Committee.





The Audit Committee shall preapprove all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by its independent auditor, subject to the de minimus exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act which are approved by the Audit Committee prior to the completion of the audit. The Audit Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant preapprovals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant preapprovals shall be presented to the full Audit Committee at its next scheduled meeting.





The Audit Committee shall have the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting or other advisors. The Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation to the independent auditor for the purpose of rendering or issuing an audit report and to any advisors employed by the Audit Committee.




The Audit Committee shall make regular reports to the Board. The Audit Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.





The Audit Committee, to the extent it deems necessary or appropriate, shall:





Financial Statement and Disclosure Matters





1. Review and discuss with management and the independent auditor the annual audited financial statements and recommend to the Board whether the audited financial statements should be included in the Companys Form 10-K.

2. Review and discuss with management and the independent auditor the Companys quarterly financial statements prior to the filing of its Form 10-Q, including the results of the independent auditors review of the quarterly financial statements.

3. Review disclosures made to the Committee by the Companys Chief Executive Officer and Chief Financial Officer regarding: (i) any significant deficiencies in the design or operation of internal controls of the Company which could adversely affect the Companys ability to record, process, summarize and report financial data; and (ii) any fraud, material or otherwise, that involves management or other employees.

4. Discuss with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of the Companys audited financial statements, including any significant changes in the Companys selection or application of accounting principles, any major issues as to the adequacy of the Companys internal controls (including issues disclosed to the Committee by the Companys Chief Executive Officer or Chief Financial Officer) and any special steps adopted in light of material control deficiencies.

5. Review and discuss reports from the independent auditors on:

(a)All critical accounting policies and practices to be used.

(b)    All alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of theuse of such alternative disclosures and treatments, and the treatment preferred by the independent auditor.

(c)Other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusteddifferences.

6. Discuss with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information, and any significant disagreements with management.




**Oversight of the Companys Relationship with the Independent Auditor**




7. Obtain and review a formal written statement from the independent auditor delineating all relationships between the independent auditors and the Company, consistent with Independence Standards Board Standard 1, and review and discuss with the independent auditor, on a periodic basis, any disclosed relationships or services that may impact the objectivity and independence of the auditor. Evaluate the independence of the independent auditor, including whether the provision of permitted non-audit services is compatible with maintaining the auditors independence, and taking into account the opinions of management.





8. Meet with the independent auditor prior to the audit to discuss the planning and staffing of the audit.





Compliance Oversight Responsibilities





9. Obtain from the independent auditor assurance that Section 10A(b) of the Exchange Act has not been implicated.





10. Review reports and disclosures of insider and affiliated party transactions, and review and approve or disapprove all proposed related-party transactions required to be disclosed under the rules of the Commission. Advise the Board with respect to the Companys policies and procedures regarding conflicts of interest and the Companys Code of Conduct.





11. Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.





Investigations





The Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to the independent auditors as well as anyone in the organization.





Other Audit Committee Responsibilities





Annually prepare a report to shareholders as required by the Securities and Exchange Commission. The report should be included in the Companys annual proxy statement.


Perform any other activities consistent with this Charter, the Companys by-laws and governing law, as the Committee or the Board deems necessary or appropriate.


Periodically report to the Board of Directors on significant results of the foregoing activities.





ARTICLE IV





Limitation o f Audit Committees Role





While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Companys financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent auditor.