SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

SMITH WAYNE T

(Last)

(First)

(Middle)

9510 ORMSBY STATION ROAD

SUITE 300

(Street)

LOUISVILLE

40223

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALMOST FAMILY INC [ AFAM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/23/2005		G	110,625	D	$0	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽¹⁾	12/31/2001		4A	140		⁽²⁾	⁽²⁾	Common Stock	140	$15.95	0	D
Phantom Stock	⁽¹⁾	03/31/2002		4A	783		⁽²⁾	⁽²⁾	Common Stock	783	$11.3	0	D
Phantom Stock	⁽¹⁾	06/30/2002		4A	381		⁽²⁾	⁽²⁾	Common Stock	381	$11.63	0	D
Phantom Stock	⁽¹⁾	09/30/2002		4A	619		⁽²⁾	⁽²⁾	Common Stock	619	$7.15	0	D
Phantom Stock	⁽¹⁾	12/31/2002		4A	638		⁽²⁾	⁽²⁾	Common Stock	638	$6.94	0	D
Phantom Stock	⁽¹⁾	03/31/2003		4A	514		⁽²⁾	⁽²⁾	Common Stock	514	$4.31	0	D
Phantom Stock	⁽¹⁾	06/30/2003		4A	286		⁽²⁾	⁽²⁾	Common Stock	286	$7.75	0	D
Phantom Stock	⁽¹⁾	09/30/2003		4A	273		⁽²⁾	⁽²⁾	Common Stock	273	$8.12	0	D
Phantom Stock	⁽¹⁾	12/31/2003		4A	247		⁽²⁾	⁽²⁾	Common Stock	247	$8.95	0	D
Phantom Stock	⁽¹⁾	03/31/2004		4A	276		⁽²⁾	⁽²⁾	Common Stock	276	$8	0	D
Phantom Stock	⁽¹⁾	06/30/2004		4A	262		⁽²⁾	⁽²⁾	Common Stock	262	$8.45	0	D
Phantom Stock	⁽¹⁾	09/30/2004		4A	263		⁽²⁾	⁽²⁾	Common Stock	263	$8.42	0	D
Phantom Stock	⁽¹⁾	03/31/2005		4A	159		⁽²⁾	⁽²⁾	Common Stock	159	$13.91	0	D
Phantom Stock	⁽¹⁾	09/30/2005		4A	273		⁽²⁾	⁽²⁾	Common Stock	273	$16.2	0	D
Phantom Stock	⁽¹⁾	12/31/2005		4A	138		⁽²⁾	⁽²⁾	Common Stock	138	$16	13,196	D

Explanation of Responses:

1. Conversion or exercise price of derivative security is 1-for-1.

2. Shares of Phantom Stock are convertible and will be issued as Common Stock following termination of the reporting person as a director of the issuer pursuant to the terms of the Non-Employee Director Deferred Compensation Plan.

	C. Steven Guenthner, attn. in fact for: Wayne Smith	02/14/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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