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                                                                  EXHIBIT 10.7.2

                                 FIRST AMENDMENT
                                     TO THE
                            ODYSSEY HEALTHCARE, INC.
                          EMPLOYEE STOCK PURCHASE PLAN



         This amendment is made by Odyssey Healthcare, Inc. (the "Company") as
of the 6th day of March, 2002;

         WHEREAS, the Company adopted, effective April 1, 2002, the Odyssey
Healthcare, Inc. Employee Stock Purchase Plan (the "Plan") for the benefit of
its employees;

         WHEREAS, the Company desires to amend the Plan such that its effective
date is July 1, 2002;

         WHEREAS, the Company desires to amend the definition of compensation to
exclude bonuses and other extraordinary items such that the definition is
consistent with other plans maintained by the Company; and

         WHEREAS, pursuant to Section 15 of the Plan, the Company's compensation
committee is authorized to make the aforementioned revisions.

         NOW, THEREFORE, effective as of the dates set forth herein, the Company
amends the Plan as follows, and except as provided herein, the Plan shall
continue to read in its current state:

         1. Effective July 1, 2002, Section 6(a) shall be amended in its
entirety to read as follows:

                  (a)      General Statement; "Date Of Grant"; "Option Period";
                           "Date Of Exercise". As of July 1, 2002, and
                           continuing while the Plan remains in effect, the
                           Company shall offer options under the Plan to all
                           Eligible Employees to purchase shares of Stock.
                           Except as otherwise determined by the Committee,
                           these options shall be granted on July 1, 2002, and
                           each six month anniversary of such date (each of
                           which dates is herein referred to as a "Date of
                           Grant"). The term of each option shall begin on a
                           Date of Grant and shall be for a period ending on the
                           next subsequent June 30 or December 31 (each such 6
                           month period shall be referred to as an "Option
                           Period"). The first day of the first Option Period
                           shall be a Date of Grant and the last day of such
                           Option Period shall be a "Date of Exercise."

         2. Effective July 1, 2002, Section 6(d) shall be amended in its
entirety to read as follows:

                  (d)      "Eligible Compensation" Defined. The term "Eligible
                           Compensation" means the gross (before taxes are
                           withheld) total of all compensation reportable in box
                           1 of Internal Revenue Service Form W-2 but, excluding


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                           bonuses, tips, commissions, severance pay, dependent
                           care benefits, company car expenses, employee
                           business expenses, moving expenses, nonqualified plan
                           distributions, noncash fringe benefits, third-party
                           disability payments and group life insurance
                           benefits.

         3. Effective July 1, 2002, Section 14 shall be amended in its entirety
to read as follows:

                  14.      Term of the Plan. The Plan shall be effective as of
                           July 1, 2002; provided that the Plan is approved by
                           the stockholders of the Company within 12 months of
                           the date of adoption by the Board. Notwithstanding
                           any provision in the Plan, no option granted under
                           the Plan shall be exercisable prior to such
                           stockholder approval, and, if the stockholders of the
                           Company do not approve the Plan within 12 months
                           after its adoption by the Board, then the Plan shall
                           automatically terminate.

         IN WITNESS WHEREOF, a duly authorized officer of the Company has
executed this First Amendment as of the date first above set forth.

                                 ODYSSEY HEALTHCARE, INC.


                                 By: /s/ RICHARD R. BURNHAM
                                     ------------------------------------------

                                 Richard R. Burnham, Chief Executive Officer