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                                                                 EXHIBIT 10.10.3

                FIRST AMENDMENT TO WARRANTS TO PURCHASE SERIES B
             CONVERTIBLE PREFERRED STOCK OF ODYSSEY HEALTHCARE, INC.


         THIS FIRST AMENDMENT (the "First Amendment") to the Warrants to
Purchase Series B Convertible Preferred Stock of Odyssey HealthCare, Inc. dated
May 22, 1998 (the "Warrants"), is entered into effective as of November 30,
2000, by and among Odyssey HealthCare, Inc., a Delaware corporation (the
"Company"), and the holders of the Warrants signatory hereto (the "Holders").

                                    RECITALS:

A.       On May 22, 1998, the Company issued the Warrants pursuant to the terms
         of the Promissory Note and Warrant Purchase Agreement dated as of May
         22, 1998 (the "Purchase Agreement"), by and among the Company, the
         Holders and the other parties thereto.

B.       The Company and the Holders desire to amend the terms and provisions of
         the Warrants as hereinafter set forth.

C.       Section 13 of the Warrants provides that any term of the Warrants may
         be amended with the written consent of the Company and the holders of
         more than 50% of shares of Series B Convertible Preferred Stock of the
         Company issued or issuable upon exercise of the Warrants outstanding as
         of the date hereof.

D.       As of the date of this First Amendment, the Holders hold, in the
         aggregate, more than 50% of the shares of the Series B Convertible
         Preferred Stock issued or issuable upon exercise of the Warrants
         outstanding as of the date hereof.

E.       Any capitalized term used herein, and not otherwise defined herein,
         shall have the meaning set forth in the Warrants.

                                   AGREEMENTS:

         NOW, THEREFORE, in consideration of the foregoing and the agreements
herein contained, the parties hereto covenant and agree as follows:

         Section 1 of the Warrants is hereby amended and restated to read in its
entirety as follows:

         1. Purchase of Shares. Subject to the terms and conditions hereinafter
         set forth and set forth in the Purchase Agreement, the Holder is
         entitled, upon surrender of this Warrant at the principal office of the
         Company (or at such other place as the Company shall notify the holder
         hereof in writing), to purchase from the Company up to the number of
         fully paid and nonassessable shares of Series B Convertible Preferred
         Stock of the Company for which this Warrant was originally exercisable
         on May 22, 1998, as adjusted pursuant to Section 8 of this Warrant and
         for any exercises of this Warrant before the date of the First



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         Amendment (the "Preferred Stock"). Notwithstanding the foregoing, from
         and after the date of the completion of the first underwritten public
         offering of the common stock, par value $0.001 per share ("Common
         Stock"), of the Company (a "Public Offering"), this Warrant shall be
         exercisable for up to a number of shares of Common Stock equal to the
         number of shares of Preferred Stock for which this Warrant was
         originally exercisable on May 22, 1998, as adjusted pursuant to Section
         8 of this Warrant and for any exercises of this Warrant before the date
         of the First Amendment. From and after the date of the completion of a
         Public Offering, 1.1.1.1.1. this Warrant shall no longer be exercisable
         to purchase shares of Preferred Stock and 1.1.1.1.2. all references to
         "Preferred Stock" in this Warrant, other than in this Section 1, shall
         be replaced automatically with "Common Stock." The number of shares of
         Preferred Stock or Common Stock issuable pursuant to this Section 1
         (the "Shares") shall be subject to adjustment pursuant to Section 8
         hereof.

         2. From and after the completion of a Public Offering, the last
paragraph of Section 5 of the Warrants shall be amended and restated to read in
its entirety as follows:

         For purposes of this Section 5, the fair market value of one share of
         Common Stock as of a particular date shall be determined in good faith
         by the Board of Directors of the Company; provided, that if there is a
         public trading market for the Company's Common Stock the value will be
         the closing price of such shares on the day before the date of
         exercise.

         3. In accordance with Sections 13 and 14 of the Warrants, this First
Amendment shall be deemed to be an amendment to each Warrant and shall be
binding on all holders of Warrants, whether or not such holder is a signatory to
this First Amendment.

         4. Except as herein specifically amended or supplemented, the Warrants
shall continue in full force and effect in accordance with their terms.

         5. This First Amendment may be executed and delivered (including by
facsimile transmission) in any number of counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one
agreement, it being understood that all parties need not sign the same
counterpart.

         6. This First Amendment shall be governed by the laws of the State of
Texas as applied to agreements among Texas residents made and to be performed
entirely within the State of Texas.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]



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         IN WITNESS WHEREOF, the parties hereto have duly executed this First
Amendment effective as of the date first written above.

                                   THE COMPANY:

                                   ODYSSEY HEALTHCARE, INC.



                                   By:      /s/ DOUGLAS B. CANNON
                                            ------------------------------------
                                             Douglas B. Cannon
                                             Chief Financial Officer



                                   HOLDERS:


                                   WEISS, PECK & GREER VENTURE ASSOCIATES III,
                                   L.P.


                                   By:      WPG Venture Partners III, L.P., its
                                            general partner

                                   By:      /s/ GIL COGAN
                                            ------------------------------------
                                             Gil Cogan, general partner



                                   WPG ENTERPRISE FUND II, L.P.

                                   By:      WPG Venture Partners III, L.P., its
                                            general partner

                                   By:      /s/ GIL COGAN
                                            ------------------------------------
                                             Gil Cogan, its general partner


       SIGNATURE PAGE TO FIRST AMENDMENT TO WARRANTS TO PURCHASE SERIES B
             CONVERTIBLE PREFERRED STOCK OF ODYSSEY HEALTHCARE, INC.


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                                 OAK INVESTMENT PARTNERS VI, LIMITED PARTNERSHIP

                                 By:      Oak Associates VI, LLC, its general
                                          partner

                                 By:      /s/ Ann H. Lamont
                                          --------------------------------------
                                          Ann H. Lamont
                                          Managing Member



                                 OAK VI AFFILIATES FUND, LIMITED PARTNERSHIP

                                 By:      Oak Associates VI, LLC, its general
                                          partner

                                 By:      /s/ Ann H. Lamont
                                          --------------------------------------
                                          Ann H. Lamont
                                          Managing Member



                                 HIGHLAND CAPITAL PARTNERS III LIMITED
                                 PARTNERSHIP

                                 By:      Highland Management Partners III
                                          Limited Partnership, its general
                                          partner

                                 By:      /s/ WYCLIFFE K. GROUSBECK
                                          --------------------------------------
                                          Wycliffe K. Groesbeck
                                          General Partner


       SIGNATURE PAGE TO FIRST AMENDMENT TO WARRANTS TO PURCHASE SERIES B
             CONVERTIBLE PREFERRED STOCK OF ODYSSEY HEALTHCARE, INC.


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                                 HIGHLAND ENTREPRENEURS FUND III LIMITED
                                 PARTNERSHIP

                                 By:      HEF III, LLC, its general partner



                                 By:      /s/ WYCLIFFE K. GROUSBECK
                                          --------------------------------------
                                          Wycliffe K. Grousbeck, member


       SIGNATURE PAGE TO FIRST AMENDMENT TO WARRANTS TO PURCHASE SERIES B
             CONVERTIBLE PREFERRED STOCK OF ODYSSEY HEALTHCARE, INC.