CompanyName: Advocat Inc.
Public Availability Date: January 24, 2008

Document Sections:

INQUIRY LETTER
APPENDIX 1
APPENDIX 2
STAFF REPLY LETTER

[INQUIRY LETTER]

January 9, 2008

VIA FEDERAL EXPRESS AND ELECTRONIC MAIL

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.W.
Washington, D.C. 20549
cfletters@sec.gov

Re: Advocat Inc. - Omission of Shareholder Proposal from Proxy Materials

Ladies and Gentlemen:

On behalf of our client, Advocat Inc., a Delaware corporation ("Advocat"), we hereby notify the Securities and Exchange Commission (the "Commission") of Advocat's intent to omit a shareholder proposal from the proxy materials for its 2008 Annual Meeting of Shareholders (the "Annual Meeting"), pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended. We respectfully request the staff of the Division of Corporation Finance (the "Staff") to indicate that it will not recommend any enforcement action to the Commission should Advocat omit this proposal.

The Proposal

On December 14, 2007, Advocat received a proposal (the "Proposal") from Todd Philip Robinson (the "Proponent") for inclusion in the Advocat's 2008 proxy materials. The Proposal, including its supporting statement and the Proponent's cover letter is attached hereto as Exhibit A. In the Proposal, the Proponent requests that the Board of Directors take the necessary steps to provide that all directors be elected on an annual basis rather than staggered three year terms.

Summary of Advocat's Position

Advocat believes that it may properly omit the Proposal from its proxy materials for the Annual Meeting pursuant to Rules 14a-8(b) and 14a-8(f) because (i) in the Proposal the Proponent did not adequately prove that he was eligible to offer a shareholder proposal and (ii) the Proponent failed to supply, within 14 calendar days of receipt of Advocat's request, documentary support proving his eligibility.

Rules 14a-8(b) and 14a-8(f) - The Proponent is Not Eligible to Submit the Proposal

Rule 14a-8(b)(1) provides that to submit a shareholder proposal, a shareholder must have continuously held at least $2,000 in market value, or 1%, of the company's securities entitled to be voted on the proposal for at least one year prior to the date the proposal is submitted. If the shareholder is not a shareholder of record and has not filed ownership schedules or forms with the Commission, Rule 14a-8(b)(2)(i) requires that the shareholder prove his, her or its eligibility by submitting a written statement from the record holder of the securities. The written statement must verify that, as of the date the shareholder submitted the proposal, the shareholder continuously held the securities for at least one year. Rule 14a-8(b)(2)(i) also requires that the shareholder include a written statement that the shareholder intends to continue to hold the stock through the date of the shareholders' meeting.

According to Advocat's stock transfer agent, the Proponent is not a registered shareholder of Advocat and the Proponent has not filed ownership schedules or forms with the Commission. The Proponent's Proposal failed to include any evidence of his ownership of the requisite amount of the shares of Advocat's common stock or any statement of the Proponent's intent to hold his securities through the date of the Annual Meeting.

By letter dated December 17, 2007 and pursuant to Rule 14a-8(f)(1), Advocat advised the Proponent of the eligibility defect in the Proposal. In this correspondence, Advocat informed the Proponent that unless he complied with the requirements of Rule 14a-8(b) by submitting written evidence of share ownership within 14 days, the Proposal could be omitted from the proxy materials for failure to prove eligibility. In addition, Advocat provided a copy of Rule 14a-8 with its letter. A copy of Advocat's letter is attached hereto as Exhibit B, and a copy of the Federal Express tracking detail is attached hereto as Exhibit C which shows that Advocat's letter was delivered to the Proponent on December 18, 2007, within 14 days from Advocat's receipt of the Proponent's Proposal. A copy of the December 17, 2007 letter was also sent by facsimile to lain MacSween, since the Proposal was received by facsimile from Mr. MacSween's office and a copy of the facsimile confirmation is also attached as Exhibit C.

As of the date of this letter, which is 22 days from Proponent's receipt of Advocat's letter requesting the Proponent to prove his eligibility, Advocat has received no further communication from the Proponent.

Since the Proponent has failed to correct the eligibility defect in the Proposal within 14 days following his receipt of notice from Advocat, it is Advocat's opinion that in accordance with Rule 14a-8(f)(1), Advocat is permitted to omit the Proposal from its proxy materials for the Annual Meeting.

The Staff has consistently granted no-action relief with respect to omitting a proposal from proxy materials when a proponent has not met the eligibility requirements of Rule 14a-8(b)(1). See, e.g., Wachovia Corporation (December 12, 2007), CSK Auto Corporation (January 29, 2007), Sirius Satellite Radio, Inc. (March 19, 2007), General Motors Corp. (March 21, 2006), and DTE Energy Co. (January 12, 2005). In accordance with Rule 14a-8(f), on December 17 2007, Advocat informed the Proponent that he was not a registered holder of shares of Advocat's common stock to satisfy the eligibility requirements of Rule 14a-8(b). Advocat also sent to the Proponent a copy of, and directed him to, Rule 14a-8(b), which provides guidance on means to provide evidence of the requisite stock ownership. To date, the Proponent has not provided any evidence of his ownership of the requisite amount of Advocat's common stock. Given the foregoing, the Proposal may be excluded from Advocat's proxy materials under Rule 14a-8(b)(1), because the Proponent failed to submit written evidence of his ownership of the requisite amount of Advocat's common stock even after he was specifically informed of his obligation to do so by Advocat as required by Rule 14a-8(f).

Additionally, the Staff has on numerous occasions permitted the omission of a shareholder proposal from proxy materials where, as here, the proponent failed to provide written notification to the company of his or her intent to hold the company's stock through the date of the annual meeting. See Harleysville Savings Financial Corp (October 23, 2007), Viad Corp (March 19, 2007), Proctor & Gamble Co. (July 26, 2006), Fidelity Cash Reserves (May 8, 2006), and The Coca-Cola Co. (January 8, 2001). Consistent with this Staff position, Advocat believes that the Proposal may be excluded from Advocat's proxy materials under Rule 14a-8(b)(2) because the Proponent failed to submit any such written notification, even after he was specifically informed of his obligation to do so by Advocat as required by Rule 14a-8(f).

Conclusion

Based on the foregoing, Advocat respectfully requests that the Staff not recommend enforcement action to the Commission if the Proposal is omitted from the proxy materials for the Annual Meeting.

As required by Rule 14a-8(j), enclosed are six copies of this letter, including all exhibits. A copy is also being sent to the Proponent. Please acknowledge receipt of this letter by stamping a copy of the first page of this letter and returning it in the enclosed self-addressed, stamped envelope. If you have any questions regarding this request, please call me at (615) 251-1092.

Regards,

HARWELL HOWARD HYNE GABBERT & MANNER, P.C.

/s/

Jonathan D. Stanley

Enclosures

cc: Mr. Todd Robinson
Mr. lain MacSween

[APPENDIX 1]

December 14, 2007

VIA HAND DELIVERY AND FACSIMILE 615-261-0050

Advocet Inc.
Attn; Corporate Secretary
1621 Gelleria Boulevard
Brentwood, TN 37027

Re: Notice of Shareholder Proposal

Dear Corporate Secretary:

I hereby submit my shareholder proposal for inclusion in the proxy materials in connection with the Company's next anmial meeting pursuant to SEC rule 14a-8.

I encourage the Board to carefully consider the proposal and amend the Bylaws accordingly so as to avold having to sumbit the proposal to the Company's shareholders.

If you have any questions concerning this proposal, please contact me.

Yours truly,

/s/

Todd Philip Robinson

/fhs

[APPENDIX 2]

STOCKHOLDER PROPOSAL

RESOLVED, the stockholders of Advocat, Inc. (the "corporation"), hereby request that the Board of Directors take the necessary steps to provide that all directors are elected on an annual basis, rather than staggered three year terms, as soon as can be effecoted under state and federal law.

SUPPORTING STATEMENT

The corporation's bylaws currently provide that the Board of Directors shall be divided into three classes, with each director elected for a three year term, Research published by among others, The Harvard Law School Program on Corporate Govarnance, has provided empirical evidence correlating staggered boards to lower stockholder value and has rejected the view that staggered boards banefit stockholders by providing stability and facilitating long-term planning, Accurdingly, I beliver that this proposal, which calls for the Board to instroduce annual elections of directors, has the potential to improve director responttsiveress to the corportation's stockholders and in turn improve stockholder value.

I urge stockholders to vote FOR this proposal.

[STAFF REPLY LETTER]

January 24, 2008

Response of the Office of Chief Counsel Division of Corporation Finance
Re: Advocat Inc. Incoming letter dated January 9, 2008
The proposal relates to the annual election of directors.

There appears to be some basis for your view that Advocat may exclude the proposal under rule 14a-8(f). We note that the proponent appears not to have responded to Advocat's request for documentary support indicating that the proponent has satisfied the minimum ownership requirement for the one-year period required by rule 14a-8(b). Accordingly, we will not recommend enforcement action to the Commission if Advocat omits the proposal from its proxy materials in reliance on rules 14a-8(b) and 14a-8(f).

Sincerely,

/s/

Heather L. Maples
Special Counsel