MEDCATH CORP
SECOND AMENDMENT TO MILEAUKEE OPERATING AGREEMENT
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<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>g76305ex10-4.txt
<DESCRIPTION>SECOND AMENDMENT TO MILEAUKEE OPERATING AGREEMENT
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                                                                   EXHIBIT 10.4

                              SECOND AMENDMENT TO
                             OPERATING AGREEMENT OF
              THE HEART HOSPITAL OF MILWAUKEE, LLC (the "Company")

         THIS SECOND AMENDMENT to the Operating Agreement of the Company (the
"Amendment") is effective as of the date the Operating Agreement is initially
adopted by its Members.

         1.       Section 3.9, "Appointment of Board of Directors," is hereby
deleted and replaced in its entirety with the following:

                  SECTION 3.9       APPOINTMENT OF BOARD OF DIRECTORS.

                  The Members shall appoint a Board of Directors as follows:

                           (a)      MHMI shall appoint four (4) Directors; and

                           (b)      The Investor Members shall appoint four (4)
                  Directors, which Directors shall be appointed or removed
                  either (i) by a vote of a majority of the percentage
                  Membership Interests of the Investor Members at a meeting
                  held pursuant to Section 10.1(b); or (ii) by written consent
                  of a majority of the percentage Membership Interests of the
                  Investor Members.

                  A Director shall serve on the Board of Directors until
         removed by the Member or group of Members appointing such Director. A
         Member or group of Members shall have the right, with or without
         cause, to remove, substitute or replace any Director which it or they
         appointed.

         2.       Section 5.9, "Meetings, Quorum and Vote of the Board of
Directors," is hereby deleted and replaced in its entirety with the following:

                  SECTION 5.9.      MEETINGS, QUORUM AND VOTE OF THE BOARD OF
DIRECTORS.

                           (a)      The Board of Directors shall meet at least
                  quarterly. Notice of any meeting, regular or special, shall
                  be delivered to each Director personally, by telephone, by
                  electronic mail, by facsimile transmission or in writing at
                  least five (5) business days before the meeting.

                           (b)      An emergency meeting of the Board of
                  Directors may be called by any Director upon shorter notice.
                  Action taken at the emergency meeting shall be valid so long
                  as the meeting is attended by at least three (3) members of
                  the Board of Directors appointed by the Investor Members and
                  at least three (3) members of the Board of Directors
                  appointed by MHMI, and the action is approved in the manner
                  set forth in (e) below.

                           (c)      The Board of Directors shall elect one of
                  its members to preside over the meetings as the Chairperson
                  and one of its members, as the Secretary, to oversee the
                  preparation and delivery of meeting notices and the
                  preparation of minutes of the meetings of the Board of
                  Directors and Members.


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                           (d)      A quorum of the Board of Directors shall be
                  necessary to conduct business at any meeting. A quorum shall
                  consist of six (6) Directors and must include three (3)
                  Directors designated by MHMI and three (3) Directors
                  designated by the Investor Members. A Director may attend a
                  meeting by telephone or other electronic means and be
                  considered present for purposes of a quorum so long as the
                  telephone or other connection allows each Director to hear
                  and be heard by all other Directors.

                           (e)      Except as provided in Section 5.15 or as
                  otherwise expressly provided in this Agreement, any action
                  taken by the Board of Directors shall require the affirmative
                  vote of at least a majority of the Directors present at a
                  meeting at which a quorum is present and shall require the
                  consent of at least one Director designated by MHMI and one
                  Directors designated by the Investor Members.

                           (f)      Any action which is required to be or may
                  be taken at a meeting of the Board of Directors may be taken
                  without a meeting if consent in writing including the
                  required votes, either collectively or in counterparts,
                  setting forth the action so taken, is signed by the required
                  number of Directors as set forth in (e) above.

                           (g)      Attendance at a meeting of the Board of
                  Directors constitutes waiver of any objection to the notice
                  of the meeting.

         3.       This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same Amendment. The Members may execute this Amendment
on separate signature pages, and there is no requirement that the Members sign
the same signature pages.

         4.       Except as provided herein, the Operating Agreement shall
remain in full force and effect.

                                            MEMBERS:

[***]






[***] These portions of this exhibit have been omitted and filed separately
with the Commission pursuant to a request for confidential treatment.


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