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                                                        Exhibit 10.41



                             LINCARE HOLDINGS INC.

                          EMPLOYEE STOCK PURCHASE PLAN


         1.               Purpose of the Plan.  The purpose of the Lincare
Holdings Inc. Employee Stock Purchase Plan (the "Plan"), is to provide
employees of Lincare Holdings Inc. (the "Company") and its subsidiaries with an
opportunity to acquire a proprietary interest in the Company through the
purchase of shares of common stock (par value $0.01 per share) of the Company
(the "shares").

         2.               Employees Eligible to Participate.  Any person,
including officers (as such term is defined in Rule 16a-1(f) promulgated under
the Securities Exchange Act of 1934 (the "Exchange Act")) and directors, who is
in the employment of the Company or any of its subsidiaries during an Offering
Period (as defined and described below) is eligible to participate in the Plan;
provided, however, that the Committee shall have the authority, in its sole
discretion (but in all events consistent with the provisions of Section 423 of
the Internal Revenue Code of 1986, as amended) to establish from time to time
the eligibility requirements with respect to such employees' participation in
the Plan.  Notwithstanding any provisions of the Plan to the contrary, no
employee shall be granted an option to participate in the Plan:

                 (a)        if, immediately after the grant, such employee
would own stock, and/or hold outstanding options to purchase stock, possessing
5% or more of the total combined voting power or value of all classes of stock
of the Company; or

                 (b)        which permits his or her rights to purchase stock
under all employee stock purchase plans of the Company to accrue at a rate
which exceeds $25,000 in fair market value of the stock (determined at the time
such option is granted) for each calendar year in which such option is
outstanding; or

                 (c)        which is exercisable more than 5 years after the
date such option is granted.

         3.               Offering Periods.  Subject to change or modification
at any time and from time to time by the Employee Stock Purchase Plan Committee
(the "Committee"), there will be four (4) offering periods--December 1 through
February 28 (or February 29, as the case may be), March 1 through May 31, June
1 through August 31 and September 1 through November 30--for each twelve (12)
month period during the term of the Plan (an "Offering Period").  The last day
of each Offering Period shall be referred to herein as an "Offering Date."
Except for the limitation contained in Section 5(a) of the Plan and limitations
which the Committee may impose from time to time in its discretion on the
number of shares for which each eligible employee may subscribe, there shall be
no limit on the aggregate number of shares for which subscriptions may be made
during any particular Offering Period.  The right of an eligible employee to
subscribe for shares 






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under the Plan during an offering period shall accrue on the Offering Date
preceding the first day of each such Offering Period.

         4.               Price and Methods of Purchase.  All matters regarding
the purchase price of the shares and method of purchase of the shares under this
Plan shall be conducted so as to at all times comply with the provisions of the
Rules promulgated under the Exchange Act.  Unless otherwise necessary in order
to comply with the foregoing, the purchase price per share on any Offering Date
shall be the lesser of (i) 85% of the fair market value of the Company's common
stock as of the immediately preceding Offering Date, or (ii) 85% of the fair
market value of the Company's common stock as of the current Offering Date.  For
purposes of paragraph 4, "fair market value" shall mean the closing price on the
last trading day before the Offering Date of the Company's common stock as
reported on the Composite Tape, or if not reported thereon, then such price as
reported in the trading reports of the principal securities exchange in the
United States on which such stock is listed, or if such stock is not listed on a
securities exchange in the United States, then the closing price as reported in
the trading reports of the National Association of Securities Dealers Automated
Quotation System ("NASDAQ"), or NASDAQ's successor, or if not reported on
NASDAQ, the fair market value of such stock as determined in good faith and
based on all relevant factors.

         5.               Number of Shares Available for Purchase.

                 (a)        The Committee shall have the authority, in its sole
discretion, to establish from time to time a minimum and/or maximum number of
shares which eligible employees are allowed to purchase under the Plan during
any given Offering Period; provided, however, that in no event shall an
aggregate number of shares greater than 300,000 be issued under the Plan, and
provided further that no employee shall be permitted to purchase shares with an
aggregate value in excess of 10% of such employee's base salary in any calendar
year.

                 (b)        Subscriptions shall be allowed for full shares
only.  Any rights to subscribe for fractional shares shall be void, and any
computation relating to fractional shares shall be rounded down to the next
lowest whole number of shares.

         6.               Participation and Payment.

                 (a)        An eligible employee may become a participant in
any Offering Period by completing and delivering a Payroll Deduction
Authorization at least 20 days prior to the end of the payroll period for which
the employee desires such election to be effective; provided, however, that an
employee who previously has participated in the Plan and has terminated such
participation shall be ineligible to participate again until a period of six
months has elapsed from the date of such termination of participation. The
Payroll 






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Deduction Authorization Form shall state the percentage of the employee's base
compensation that he or she desires to have withheld. Notwithstanding the
foregoing, any amounts of salary or wages deferred by the Employee for the
purpose of purchasing stock under the Plan shall be subject to all income tax,
social security and other withholdings under state and federal law.

                 (b)              The designated percentage of compensation
shall be withheld by the Company for such pay period and for each succeeding
pay period until the employee submits a Payroll Deduction Authorization Form
changing such election.   Changes to the percentage of compensation to be
withheld may be made at any time, but not more frequently than 4 times per
year; provided, however, that regardless of the number of changes previously
made, an employee may discontinue participation in the Plan at any time, as
provided in Section 7.

                 (c)              The Company will accumulate and hold the
amounts deducted from the participant's compensation for each participant's
account.  On each Offering Date, the Company will use the funds accumulated to
purchase shares for the benefit of the participants.  Such shares shall be held
by an agent designated by the Company.  No interest will be paid on any funds
of the participant under any circumstances.  Once funds have been withheld from
the participant's compensation, the participant shall have no right to obtain
the release of such funds, except upon termination of participation in the
Plan.

                 (d)              Shares purchased shall be allocated to the
individual accounts established by the Company's agent for participants in
proportion to the respective amounts withheld for participants' accounts.
Allocations shall be made in whole shares.  Any funds which would result in the
purchase of fractional shares shall be carried over to the next purchase date.

         7.               Termination of Participation in Plan.

                 (a)              A participant may terminate his or her
participation in the Plan at any time by delivering to the Company written
notice terminating his or her payroll deduction authorization, which will
become effective as soon as practicable after receipt.

                 (b)              Participation in the Plan and payroll
deduction authorizations terminate automatically without notice upon death or
other termination of employment with the Company.  Any funds submitted in
payment for shares prior to termination of participation in the Plan shall be
promptly returned to the participant.

         8.               Delivery of Certificates Representing Shares.
Periodically throughout the operation of the Plan (but in no event less than
quarterly), the Company shall cause the agent designated by it to prepare and
deliver to each participating employee a statement 




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with respect to the employee's account activity in the Plan.  All shares
purchased under the Plan shall be held in street name by the Company or its
designee for the benefit of the employees.  Alternatively, the Committee may,
in its sole discretion, from time to time direct that certificates representing
the purchased shares be issued in the purchasing employee's name and delivered
to the employee.  In the event the Plan is terminated for any reason, the
Company shall cause certificates to be issued in the name(s) of the employees
holding shares in the Plan with respect to such shares held.  In the event of
termination for any reason of the employment of an employee participant of the
Plan, the Company shall cause to be issued to such employee, one or more
certificates representing the Company shares owned by such terminated employee
held in street name on behalf of such terminated employee, if any. 
Notwithstanding any other provision of this Plan, shares purchased hereunder
must be held by participating employees for a minimum of one year from the date
of purchase.  The Company or its designee may require appropriate legends or
stop orders to enforce such restriction.

         9.               Employees' Rights as Stockholders.  No participating
employee shall have any right as a stockholder until he or she becomes a record
or beneficial owner of the shares purchased under the Plan.  No adjustment
shall be made for dividends or other rights for which the record date is prior
to such date.

         10.              Termination of Employment.  An employee whose
employment is terminated for any reason shall have no right to purchase shares
or otherwise participate in the Plan after the date of termination.  No shares
may be issued to any person who is not an employee on the date the shares are
issued.  Any funds submitted in payment for shares that may not be issued as a
result of non-employee status shall be promptly returned to the subscriber.

         11.              Rights Not Transferable.  The right of an employee to
participate in the Plan shall not be transferable by an employee nor be
exercisable after death, by his or her personal representative or anyone else,
or during his or her lifetime by any person other than the employee.

         12.              Dividend, Recapitalization, Etc.  If shares are
distributed by the Company as a stock dividend or pursuant to a stock split,
combination, or exchange of shares of the Company's common stock, or other
increase or decrease in the number of the outstanding shares without receipt by
the Company of consideration:

                 (a)              the aggregate number of shares which shall
thereafter be available under the Plan shall be equitably and appropriately
adjusted; and

                 (b)              the number and kind of shares then subject to
subscription by employees under the Plan shall be equitably and appropriately
adjusted.





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         13.              Administration.

                 (a)        The Board of Directors of the Company shall appoint
an Employee Stock Purchase Plan Committee composed of at least two persons who
shall be employees of the Company, but who are not required to be Directors of
the Company.  The Committee shall have the sole and exclusive authority to
administer the Plan.  The Committee may prescribe rules and regulations from
time to time for the administration of the Plan, may make exceptions to such
rules and regulations and to the provisions set forth in the Plan, and may
decide questions which may arise with respect to its interpretation or
application.

                 (b)              All shares purchased under the Plan shall be
purchased in accordance with applicable state and federal securities laws such
that the shares, when purchased, will be freely tradable by the respective
Employees purchasing such shares, subject to the restriction imposed by Section
8 of the Plan.  The Committee may establish procedures and restrictions in its
discretion to ensure compliance with applicable securities laws.

         14.              Term of Plan.  Unless sooner terminated as provided
in paragraph 15, the Plan shall commence on satisfaction of the condition of
paragraph 17 and shall terminate on December 31, 2007.  Notwithstanding
anything in the Plan to the contrary, if (i) the Company is merged or
consolidated with another corporation, and the Company is not a surviving
corporation or (ii) the Company is liquidated or dissolved, then the Plan shall
immediately terminate and all rights to purchase stock hereunder to the extent
not then exercised shall cease and become void.

         15.              Amendment or Termination.  The Board of Directors of
the Company shall have the right to amend, modify, or terminate the Plan at any
time without notice.  Upon termination, all rights to purchase stock hereunder
to the extent not then exercised shall cease and become void.

         16.              Notices.

                 (a)        All notices or other communications by an employee
to the Company under or in connection with the Plan shall be deemed to have
been duly given when actually received by the Secretary of the Company or when
actually received in the form specified by the Company at the locations, or by
the person, designated by the Company for the receipt thereof.

                 (b)              All notices or other communications by the
Company to an employee under or in connection with the Plan shall be deemed to
have been duly 







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given by the Company to the employee if hand delivered to the employee or
delivered to the employee's location of employment, or if sent by U.S. mail to
the residence or business address of the employee as reflected on the books of
the Company or to such other address as the employee may designate from time to
time by notice given in accordance with the provisions in paragraph 16(a).

         17.              Condition Precedent to Effectiveness.  The Plan shall
become effective upon the adoption of the Plan by the Board of Directors of the
Company.  Further, the Company shall submit the Plan for stockholder approval
at the next annual meeting of stockholders after its adoption.






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