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                                                                   EXHIBIT 10.12


                                 AMEDISYS, INC.
                          DIRECTORS' STOCK OPTION PLAN

                                    ARTICLE I
                                     PURPOSE

               The purpose of the AMEDISYS, INC. Directors' Stock Option Plan
(the "Plan") is to secure for AMEDISYS, INC. and its stockholders the benefits
arising from stock ownership by its Directors. The Plan will provide a means
whereby eligible Directors may purchase shares of the common stock, $.001 par
value, of AMEDISYS, INC. pursuant to options granted in accordance with the
Plan.


                                   ARTICLE II
                                   DEFINITIONS

               The following capitalized terms used in the Plan shall have the
respective meanings set forth in this Article:

               2.1 "Annual Grant Date" shall mean July 1 of each calendar year
commencing July 1, 1998 during the term of the Plan or the nearest preceding
business day if July 1 falls on a weekend or holiday.

               2.2 "Board" shall mean the Board of Directors of AMEDISYS, INC.

               2.3 "Chairman" shall mean the duly appointed Chairman of any
standing Committee of the Board.

               2.4 "Change of Control" shall mean the occurrence of any of the
following acts:

                  (a) The acquisition by any person, entity or "group" within
the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934
(the "Exchange Act") of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of thirty (30%) percent or more of either
the then outstanding shares of the Company's Common Stock or the combined voting
power of the Company's then outstanding voting securities entitled to vote
generally in the election of directors; provided, however, the purchase by
underwriters in a firm commitment public offering of the Company's securities
shall not constitute a Change of Control; or

                  (b) If the individuals who serve on the Company's Board as of
July 1, 1998 (the "Incumbent Board") cease for any reason to constitute at least
a majority of the Board; provided, however, any person who becomes a Director
subsequent to July 1, 1998, whose election or nomination for election by the
Company's stockholders was approved by a vote of at least a majority of the
Directors then compiling the Incumbent Board, shall for purposes of this
Agreement be considered as if such person was a member of the Incumbent Board;
or

                  (c) Approval by the Company's stockholders of: (i) a merger,
reorganization or consolidation whereby the Company's stockholders immediately
prior to such approval do not, immediately after consummation of such
reorganization, merger or consolidation own more than 50% of the combined voting
power entitled to vote generally in the election of directors of the surviving
entity's then outstanding voting securities; or (ii) liquidation or dissolution
of the Company; or (iii) the sale of all or substantially all of the assets of
the Company.

               2.5 "Committee" shall mean a duly appointed standing committee of
the Board.

               2.6 "Common Stock" shall mean the common stock, $.001 par value
of the Company.

               2.7 "Company" shall mean Amedisys, Inc. and any of its
subsidiaries.

               2.8 "Director" shall mean any person who is a member of the Board
of the Company.




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               2.9 "Eligible Director" shall be any Director who is not a full
or part-time employee of the Company.

               2.10 "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

               2.11 "Exercise Price" shall mean the price per share at which an
Option may be exercised.

               2.12 "Fair Market Value" shall mean the closing price of a share
of Common Stock on the principal securities exchange on which such Common Stock
is traded on the last preceding business day prior to the date as to which Fair
Market Value is being determined, or on the next preceding business day on which
such Common Stock is traded, if no shares of Common Stock were traded on such
date. If the Common Stock is not traded on a securities exchange, Fair Market
Value shall be the closing sales price of the Common Stock as reported on the
NASDAQ-National Market System for the last preceding business day prior to the
date on which Fair Market Value is to be determined or on the next preceding
business day if the Common Stock was not traded on such date. If the Common
Stock is not quoted on the NASDAQ-National Market System, Fair Market Value
shall be the average of the high bid and low asked prices of the Common Stock in
the over-the-counter market on the last preceding business day prior to the day
as of which Fair Market Value is being determined, or on the next preceding day
on which such high bid and low asked prices were recorded. If the Common Stock
is not publicly traded, Fair Market Value shall be determined by the Board, in
good faith, but only during any period in which no equity security of the
Company's is registered pursuant to Section 12 of the Exchange Act. In no case
shall Fair Market Value be less than the par value per share of the Common
Stock. Fair market value shall be determined without regard to any restriction
other than a restriction which, by its terms, will never lapse.

               2.13 "Grant Date" shall mean the Initial Grant Date or the Annual
Grant Date as appropriate.

               2.14 "Initial Grant Date" shall mean with respect to each
Eligible Director, the date such Eligible Director is first elected as a member
of the Board.

               2.15 "Option" shall mean an Option, including a Reload Option, to
purchase shares granted pursuant to the Plan.

               2.16 "Option Agreement" shall mean the written agreement
described in Article VI herein.

               2.17 "Permanent Disability" shall mean the condition of an
Eligible Director who is unable to participate as a member of the Board by
reason of any medically determined physical or mental impairment which can be
expected to result in death or which can be expected to last for a continuous
period of not less than twelve (12) months.

               2.18 "Purchase Price" shall be the Exercise Price multiplied by
the number of whole shares of Common Stock with respect to which an Option may
be exercised.

               2.19 "Plan" shall mean this Amedisys, Inc. Directors' Stock
Option Plan.

               2.20 "Reload Option" means an option granted to an Eligible
Director equal to the number of shares of Common Stock delivered by the Eligible
Director to pay for the exercise of an Option as more fully described in Article
XIII - RELOAD OPTIONS.

                                   ARTICLE III
                                 ADMINISTRATION

               3.1 General. This Plan shall be administered by the Board in
accordance with the express provisions of this Plan, subject to the restrictions
contained in Section 16 of the Exchange Act.


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               3.2 Powers of the Board. The Board shall have full and complete
authority to adopt such rules and regulations and to make all such other
determinations not inconsistent with the Plan or Section 16 of the Exchange Act
(once the Common Stock is registered pursuant to Section 12 of the Exchange
Act), as may be necessary for the administration of the Plan.

               3.3 Section 16 Compliance. It is the intention of the Company
that the Plan, and the administration of the Plan (once the Company's Common
Stock is registered pursuant to Section 12 of the Exchange Act) comply in all
respects with Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder. If any Plan provision, or any aspect of the
administration of the Plan, is found not to be in compliance with Section 16 of
the Exchange Act, the provision or administration shall be deemed null and void,
and in all events the Plan shall be construed in favor of its meeting the
requirements of Rule 16b-3 promulgated under the Exchange Act.

                                   ARTICLE IV

                             SHARES SUBJECT TO PLAN

               Subject to adjustment in accordance with Articles IX and XII an
aggregate of 250,000 shares of Common Stock are reserved for issuance under the
Plan. Shares of Common Stock reserved under this Plan may be either authorized,
but unissued shares of Common Stock or reacquired shares of Common Stock. If an
Option, or any portion thereof, shall expire or terminate for any reason without
having been exercised in full, the unpurchased shares of Common Stock covered by
such Option shall be available for future grants of Options.

                                    ARTICLE V
                            NON-DISCRETIONARY GRANTS

               5.1 Initial Grants. On the Initial Grant Date, each Eligible
Director shall receive, at the discretion of the Board, the grant of an Option
to purchase up to 10,000 shares of Common Stock.

               5.2 Annual Grants. On each Annual Grant Date, each Eligible
Director shall receive, at the discretion of the Board, the grant of an Option
to purchase up to 10,000 shares of Common Stock.


                                   ARTICLE VI
                                 TERMS OF OPTION

               Each Option shall be evidenced by a written Option Agreement
executed by the Company and the Eligible Director which shall specify the Grant
Date, the number of shares of Common Stock subject to the Option, the Exercise
Price and shall also include or incorporate by reference the substance of all of
the following provisions and such other provisions consistent with this Plan as
the Board may determine:

               6.1 Term. The term of the Option shall be ten (10) years from the
Grant Date of each Option, subject to earlier termination in accordance with
Articles VI and X of the Plan.

               6.2 Restriction on Exercise. No Option shall be exercisable until
six (6) months after the Grant Date, except in the case of the Eligible
Director's death or permanent disability, upon which events the Option will
become immediately exercisable. Thereafter, an Option, or any portion thereof,
may be exercised until the earlier of the expiration of the option's term or
termination of the Option in accordance with this Article VI.

               6.3 Exercise Price. The Exercise Price for each share of Common
Stock subject to an Option shall be the Fair Market Value of the Common Stock as
determined in Section 2.12 herein.


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               6.4 Manner of Exercise. An Option shall be exercised in
accordance with its terms, by delivery of a written notice of exercise to the
Company and payment of the full Purchase Price of the shares of Common Stock
being purchased. An Eligible Director may exercise an Option with respect to all
or less than all of the shares of Common Stock for which the Option may then be
exercised, but an eligible Director must exercise the Option in full shares of
Common Stock.

               6.5 Payment. The Purchase Price pursuant to an Option or portion
thereof, may be paid:

                  (a) in United States dollars, in cash or by check, bank draft
or money order payable to the Company; or

                  (b) by delivery of shares of Common Stock owned by an Eligible
Director which has an aggregate Fair Market Value on the date of exercise equal
to the Purchase Price, subject to the provisions of Section 16(b) of the
Exchange Act; or

                  (c) to the extent authorized by the Board, or if specified in
the Option being exercised, by a promissory note from optionee to the Company,
upon such terms and conditions determined by the Board and secured by the Common
Stock issuable upon exercise of the Option; or

                  (d) by any combination of the above methods of payment.

               6.6 Transferability. No Option shall be transferable otherwise
than by will or the laws of descent and distribution, and an Option shall be
exercisable during the Eligible Director's lifetime only by the Eligible
Director, his guardian or legal representative.

               6.7 Termination of Membership on the Board. If an Eligible
Director's membership on the Board terminates for any reason, an Option held on
the date of termination may be exercised in whole or in part at any time within
one (1) year after the date of such termination (but in no event after the
actual expiration of the term of the Option) and shall thereafter terminate.



                                   ARTICLE VII
                        GOVERNMENT AND OTHER REGULATIONS

               7.1 Delivery of Common Stock. The obligation of the Company to
issue or transfer and deliver shares of Common Stock for exercised Options under
the Plan shall be subject to all applicable laws, regulations, rules, orders and
approvals which shall then be in effect.

               7.2 Holding of Stock After Exercise of Option. The Option
Agreement shall provide that the Eligible Director, by accepting such option,
represents and agrees, for the Eligible Director and his permitted transferees,
that none of the shares of Common Stock purchased upon exercise of the Option
shall be acquired with a view to any sale, transfer or distribution of the
shares in violation of the Securities Act of 1933, as amended (the "Act") and
the person exercising an Option shall furnish evidence satisfactory to that
Company to that effect, including an indemnification of the Company in the event
of any violation of the Act by such person.



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                                  ARTICLE VIII
                                 WITHHOLDING TAX

               The Company may, in its discretion, require an Eligible Director
to pay to the Company, at the time of exercise of an Option an amount that the
Company deems necessary to satisfy its obligations, if any, to withhold federal,
state or local income or other taxes (which for purposes of this Article VIII
includes an Eligible Director's FICA obligation) incurred by reason of such
exercise. When the exercise of an Option does not give rise to the obligation to
withhold federal income taxes on the date of exercise, the Company may, in its
discretion, require an Eligible Director to place shares of Common Stock
received upon exercise of the Option in escrow for the benefit of the Company
until such time as federal income tax withholding is required on amounts
included in the Eligible Director's gross income as a result of the exercise of
an Option. At such time, the Company, in its discretion, may require an Eligible
Director to pay to the Company an amount that the Company deems necessary to
satisfy its obligation to withhold federal, state or local taxes incurred by
reason of the exercise of the Option, in which case the shares of Common Stock
will be released from escrow upon such payment by an Eligible Director.

                                   ARTICLE IX
                                  ADJUSTMENTS

               9.1 Proportionate Adjustments. If the outstanding shares of
Common Stock are increased, decreased, changed into or exchanged into a
different number or kind of shares of Common Stock or securities of the Company
through reorganization, recapitalization, reclassification, stock dividend,
stock split, reverse stock split or other similar transaction, an appropriate
and proportionate adjustment shall be made to the maximum number and kind of
shares of Common Stock as to which Options may be granted under this Plan. A
corresponding adjustment changing the number or kind of shares of Common Stock
allocated to unexercised Options or portions thereof, which shall have been
granted prior to any such change, shall likewise be made. Any such adjustment in
the outstanding Options shall be made without change in the Purchase Price
applicable to the unexercised portion of the Option with a corresponding
adjustment in the Exercise Price of the shares of Common Stock covered by the
Option. Notwithstanding the foregoing, there shall be no adjustment for the
issuance of shares of Common Stock on conversion of notes, preferred stock or
exercise of warrants or shares of Common Stock issued by the Board for such
consideration as the Board deems appropriate.

               9.2 Dissolution or Liquidation. Upon the dissolution or
liquidation of the Company, or upon a reorganization, merger or consolidation of
the Company with one or more corporations as a result of which the Company is
not the surviving corporation, or upon a sale of substantially all of the
property or more than 80% of the then outstanding shares of Common Stock of the
Company to another corporation, the Company shall give to each Eligible Director
at the time of adoption of the plan for liquidation, dissolution, merger or sale
either (1) a reasonable time thereafter within which to exercise the Option
prior to the effective date of such liquidation or dissolution, merger or sale,
or (2) the right to exercise the Option as to an equivalent number of shares of
Common Stock of the corporation succeeding the Company or acquiring its business
by reason of such liquidation, dissolution, merger, consolidation or
reorganization.

                                    ARTICLE X
                        AMENDMENT OR TERMINATION OF PLAN

               10.1 Amendments. The Board may at any time amend or revise the
terms of the Plan, provided no such amendment or revision shall, unless
appropriate stockholder approval of such amendment or revision is obtained:

                  (a) materially increase the maximum number of shares of Common
Stock which may be sold pursuant to Options granted under the Plan;

                  (b) materially increase the benefits accruing to participants
under the Plan;

                  (c) materially modify the requirements as to eligibility for
participants in the Plan.


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               10.2 Termination. The Board may suspend or terminate this Plan at
any time. This Plan, unless sooner terminated, shall terminate on the tenth
(10th) anniversary of its adoption by the Board. No Option may be granted under
this Plan, while this Plan is suspended or after it is terminated.

               10.3 Holder of Consent. No amendment, suspension or termination
of the Plan shall, without the consent of the holder of Options, alter or impair
any rights or obligations under any Option theretofore granted under the Plan.

                                   ARTICLE XI
                            MISCELLANEOUS PROVISIONS

               11.1 Privilege of Stock Ownership. No Eligible Director entitled
to exercise any Option granted under the Plan shall have any of the rights or
privileges of a stockholder of the Company with respect to any shares of Common
Stock issuable upon exercise of an Option until certificates representing the
shares of Common Stock shall have been issued and delivered.

               11.2 Plan Expenses. Any expenses incurred in the administration
of the Plan shall be borne by the Company.

               11.3 Use of Proceeds. Payments received from an Eligible Director
upon the exercise of Options shall be used for general corporate purposes of the
Company.

               11.4 Governing Law. The Plan has been adopted under the laws of
the State of Delaware. The Plan and all Options which may be granted hereunder
and all matters related thereto, shall be governed by and construed and
enforceable in accordance with the laws of the State of Delaware as it then
exists.

               11.5 Gender and Number. Except as otherwise indicated by the
context, reference to the masculine gender shall include the feminine gender,
the plural shall include the singular and the singular shall include the plural.

               11.6 Severability. In the event any provision of the Plan shall
be held illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining parts of the Plan and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.

                                   ARTICLE XII
                     STOCKHOLDER APPROVAL AND EFFECTIVE DATE

               The Plan shall be submitted for approval by the holders of the
outstanding voting stock of the Company within twelve (12) months from the date
the Plan is adopted by the Board; provided, however, that if such vote was not
solicited substantially in accordance with the rules and regulations, if any, in
effect under Section 14(a) of the Exchange Act, at the time of such vote, the
Company will furnish in writing to the holders of record of the securities
entitled to vote for the Plan, substantially the same information concerning the
Plan which would be required by the rules and regulations in effect under
Section 14(a) of the Exchange Act, as if proxies to be voted with respect to the
approval or disapproval of the Plan were then being solicited, on or prior to
the date of the first annual meeting of security holders held subsequent to the
later of (i) the first registration of an equity security under Section 12 of
the Exchange Act; or (ii) the acquisition of an equity security for which an
exemption is claimed. The Plan shall be deemed approved by the holders of the
outstanding voting stock of the Company by the affirmative vote of the holders
of a majority of the voting shares of the Company represented and voting at a
duly held meeting at which a quorum is present. Any Options granted under the
Plan prior to obtaining such stockholder approval shall be granted under the
conditions that the Options so granted (i) shall not be exercisable prior to
such approval, and (ii) shall become null and void if such stockholder approval
is not obtained.


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                                  ARTICLE XIII
                                 RELOAD OPTIONS

               13.1 Reload Option. Whenever the optionee holding any Option
outstanding under the Plan (including Reload Options granted under this Article
XIII) exercises the Option and makes payment of the Exercise Price pursuant to
Section 6.5(b) by tendering Common Stock previously held by the optionee, then
the Company shall automatically grant a Reload Option for the number of shares
of Common Stock that is equal to the number of shares tendered by the optionee
on payment of the Exercise Price of the Option being exercised.

               13.2 Reload Option Exercise Price. The Reload Option Exercise
Price per share shall be an amount equal to the Fair Market Value per share of
the Company's Common Stock determined as of the date of receipt by the Company
of the notice by optionee to exercise the Option.

               13.3 Term of Reload Option. The exercise period of the Reload
Option shall expire, and the Reload Option shall no longer be exercisable, on
the later of (i) expiration date of the original surrendered Option, or (ii) one
year from the date of grant.

               13.4 Restriction on Exercise. Any Reload Option granted under
this Article XIII shall vest immediately, but shall not be exercisable until the
end of six months after the date of its issuance, except in the case of the
death or permanent disability of the optionee, upon which event the Reload
Option will become immediately exercisable.

               13.5 Other Terms of Reload Options. All other terms of the Reload
Options granted hereunder shall be identical to the terms and conditions of the
original Option, the exercise of which gives rise to the grant of the Reload
Option.





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