8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  02/21/2008

AMN HEALTHCARE SERVICES , INC.

(Exact name of registrant as specified in its charter)

Commission File Number:  001-16753

Delaware	06-1500476
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

12400 High Bluff Drive, Suite 100 San Diego California, 92130

(Address of principal executive offices, including zip code)

866-871-8519

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Steven C. Francis, a director of AMN Healthcare Services, Inc. (the "Company"), advised the Company on February 19, 2008, that he has chosen not to stand for re-election as a director at the Company's 2008 Annual Meeting of Stockholders to be held on April 9, 2008.

Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		AMN HEALTHCARE SERVICES , INC.
Date: February 21, 2008	By:	/s/    Susan R. Nowakowski
		Susan R. Nowakowski
		President & Chief Executive Officer

Exhibit Index

Exhibit No.	Description
EX-99.1	Letter from Steven C. Francis to Board of Directors, AMN Healthcare Services, Inc., dated February 19, 2008.
EX-99.2	Press Release issued by the Company on February 22, 2008.

EX-99.1 2 rrd196471_23467.htm LETTER FROM STEVEN C. FRANCIS TO BOARD OF DIRECTORS, AMN HEALTHCARE SERVICES, INC., DATED FEBRUARY 19, 2008.

Exhibit 99.1

February 19, 2008

Mr. Doug Wheat

Presiding Director

Board of Directors

AMN Healthcare Services, Inc.

12400 High Bluff Drive

San Diego, CA 92130

Dear Doug:

In 1985, Gayle and I started on a journey with an idea and a commitment to make a difference in the healthcare community.  Our idea was that we could help hospitals improve the quality of care to their patients by providing superior temporary healthcare professionals.  Our commitment led to the formation of a company that 23 years later has grown from two people to more than 2,000 employees around the world.

It is humbling to know that the company we founded is now the nation's largest source of quality nurses, physicians and allied health staff.  AMN Healthcare is widely recognized for contributing the quality of care throughout America.  Gayle and I are extremely proud of AMN Healthcare and very appreciative for the talents of the management and team members who have contributed to the success of the company.  Many of these employees joined AMN Healthcare 10, 15 and even 20 years ago and I know they are committed to continuing to help build a stronger company for the future.  

After 23 years of an evolving career as co-founder, president, chief executive officer, executive chairman and, today, chairman of AMN Healthcare, I have found another cause to which I am just as committed.  I believe that, once again, with the support of my wife, Gayle, we can make a difference in the community of San Diego.  The most effective way we can help in the betterment of San Diego is by becoming Mayor of the city and assembling a first class, committed team like we did at AMN Healthcare.

This commitment to the people of San Diego requires my full and undivided attention.  Therefore I am choosing to not seek reelection in April to the board of directors of AMN Healthcare.  I appreciate the board's recommendation that I continue to be recognized as Chairman Emeritus, a title I will be proud to hold.

Gayle and I remain shareholders and look forward to a very positive future for AMN Healthcare.

Respectfully yours,

Steven C. Francis

EX-99.2 3 rrd196471_23468.htm PRESS RELEASE ISSUED BY THE COMPANY ON FEBRUARY 22, 2008.

Exhibit 99.2

Contact:

David C. Dreyer,

Chief Financial Officer

Christopher Schwartz,

Vice President, Financial Reporting and Investor Relations

866.861.3229

______________________________________________________________________

AMN Healthcare Chairman Devotes Full Attention to Mayoral Race

FOR IMMEDIATE RELEASE

SAN DIEGO - February 22, 2008 - AMN Healthcare Services, Inc. (NYSE: AHS), the nation's largest healthcare staffing company, announced today that Steven C. Francis, co-founder and Chairman of AMN Healthcare, will not be standing for re-election at the Company's annual shareholder meeting on April 9, 2008.

Mr. Francis and his wife, Gayle, co-founded AMN Healthcare in 1985. He has been a director of AMN Healthcare since its inception and has helped drive the vision and strategy of the company through an evolving career as co-founder, president, chief executive officer, executive chairman and, today, Chairman of AMN Healthcare.

"AMN Healthcare has grown to become a world-class leader in healthcare staffing and I truly believe that we have and will continue to contribute to the improvement and quality of healthcare delivery nationwide," said Francis, Chairman of the Board. "Gayle and I are extremely proud of AMN Healthcare and very appreciative for the talents of the management and team members who have contributed to the success of the company. Many of these employees joined AMN Healthcare 10, 15 and even 20 years ago and I know they are committed to continuing to help build an even stronger company for the future.

"After 23 years with AMN Healthcare, I have found another cause to which I am just as committed. I believe that once again, with the support of my wife, Gayle, we can make a difference in the community of San Diego. The most effective way we can help in the betterment of San Diego is by becoming Mayor of the city and assembling a first class, committed team like we did at AMN Healthcare. This commitment to the people of San Diego requires my full and undivided attention. Therefore I am choosing to not seek reelection in April to the board of directors of AMN Healthcare."

AMN President and Chief Executive Officer, Susan Nowakowski commended Mr. and Mrs. Francis: "What Steve and Gayle have accomplished for AMN and the healthcare staffing industry is truly extraordinary. On behalf of AMN Healthcare's thousands of healthcare clients and the tens of thousands of nurses, physicians and allied professionals who have worked with us, as well as our 2,000 corporate employees, we thank both Steve and Gayle for their entrepreneurial leadership and commitment. They will continue to be a guiding force and role models for setting the highest standard possible in our industry."

After expiration of his current term as Chairman of the Board, Francis will be named Chairman Emeritus of AMN Healthcare. In this role, he will be available to provide strategic advice and counsel to the new Chairman and will continue to assist in representing AMN Healthcare in the community. A new Chairman will be appointed after the annual shareholders' meeting in April.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The company based these forward-looking statements on its current expectations and projections about future events. Actual results could differ materially from those discussed in, or implied by, these forward-looking statements. Forward-looking statements are identified by words such as "believe," "anticipate," "expect," "intend," "plan," "will," "may" and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Factors that could cause actual results to differ from those implied by the forward-looking statements contained in this press release are set forth in the company's A nnual Report on Form 10-K for the year ended December 31, 2006, its Quarterly Reports on Form 10-Q, and its Current Reports on Form 8-K. These statements reflect the company's current beliefs and are based upon information currently available to it. Be advised that developments subsequent to this press release are likely to cause these statements to become outdated with the passage of time.

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EX-99.1

Exhibit 99.1

February 19, 2008

Mr. Doug Wheat

Presiding Director

Board of Directors

AMN Healthcare Services, Inc.

12400 High Bluff Drive

San Diego, CA 92130

Dear Doug:

In 1985, Gayle and I started on a journey with an idea and a commitment to make a difference in the healthcare community.  Our idea was that we could help hospitals improve the quality of care to their patients by providing superior temporary healthcare professionals.  Our commitment led to the formation of a company that 23 years later has grown from two people to more than 2,000 employees around the world.

It is humbling to know that the company we founded is now the nation's largest source of quality nurses, physicians and allied health staff.  AMN Healthcare is widely recognized for contributing the quality of care throughout America.  Gayle and I are extremely proud of AMN Healthcare and very appreciative for the talents of the management and team members who have contributed to the success of the company.  Many of these employees joined AMN Healthcare 10, 15 and even 20 years ago and I know they are committed to continuing to help build a stronger company for the future.  

After 23 years of an evolving career as co-founder, president, chief executive officer, executive chairman and, today, chairman of AMN Healthcare, I have found another cause to which I am just as committed.  I believe that, once again, with the support of my wife, Gayle, we can make a difference in the community of San Diego.  The most effective way we can help in the betterment of San Diego is by becoming Mayor of the city and assembling a first class, committed team like we did at AMN Healthcare.

This commitment to the people of San Diego requires my full and undivided attention.  Therefore I am choosing to not seek reelection in April to the board of directors of AMN Healthcare.  I appreciate the board's recommendation that I continue to be recognized as Chairman Emeritus, a title I will be proud to hold.

Gayle and I remain shareholders and look forward to a very positive future for AMN Healthcare.

Respectfully yours,

Steven C. Francis

EX-99.2

Exhibit 99.2

Contact:

David C. Dreyer,

Chief Financial Officer

Christopher Schwartz,

Vice President, Financial Reporting and Investor Relations

866.861.3229

______________________________________________________________________

AMN Healthcare Chairman Devotes Full Attention to Mayoral Race

FOR IMMEDIATE RELEASE

SAN DIEGO - February 22, 2008 - AMN Healthcare Services, Inc. (NYSE: AHS), the nation's largest healthcare staffing company, announced today that Steven C. Francis, co-founder and Chairman of AMN Healthcare, will not be standing for re-election at the Company's annual shareholder meeting on April 9, 2008.

Mr. Francis and his wife, Gayle, co-founded AMN Healthcare in 1985. He has been a director of AMN Healthcare since its inception and has helped drive the vision and strategy of the company through an evolving career as co-founder, president, chief executive officer, executive chairman and, today, Chairman of AMN Healthcare.

"AMN Healthcare has grown to become a world-class leader in healthcare staffing and I truly believe that we have and will continue to contribute to the improvement and quality of healthcare delivery nationwide," said Francis, Chairman of the Board. "Gayle and I are extremely proud of AMN Healthcare and very appreciative for the talents of the management and team members who have contributed to the success of the company. Many of these employees joined AMN Healthcare 10, 15 and even 20 years ago and I know they are committed to continuing to help build an even stronger company for the future.

"After 23 years with AMN Healthcare, I have found another cause to which I am just as committed. I believe that once again, with the support of my wife, Gayle, we can make a difference in the community of San Diego. The most effective way we can help in the betterment of San Diego is by becoming Mayor of the city and assembling a first class, committed team like we did at AMN Healthcare. This commitment to the people of San Diego requires my full and undivided attention. Therefore I am choosing to not seek reelection in April to the board of directors of AMN Healthcare."

AMN President and Chief Executive Officer, Susan Nowakowski commended Mr. and Mrs. Francis: "What Steve and Gayle have accomplished for AMN and the healthcare staffing industry is truly extraordinary. On behalf of AMN Healthcare's thousands of healthcare clients and the tens of thousands of nurses, physicians and allied professionals who have worked with us, as well as our 2,000 corporate employees, we thank both Steve and Gayle for their entrepreneurial leadership and commitment. They will continue to be a guiding force and role models for setting the highest standard possible in our industry."

After expiration of his current term as Chairman of the Board, Francis will be named Chairman Emeritus of AMN Healthcare. In this role, he will be available to provide strategic advice and counsel to the new Chairman and will continue to assist in representing AMN Healthcare in the community. A new Chairman will be appointed after the annual shareholders' meeting in April.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The company based these forward-looking statements on its current expectations and projections about future events. Actual results could differ materially from those discussed in, or implied by, these forward-looking statements. Forward-looking statements are identified by words such as "believe," "anticipate," "expect," "intend," "plan," "will," "may" and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Factors that could cause actual results to differ from those implied by the forward-looking statements contained in this press release are set forth in the company's A nnual Report on Form 10-K for the year ended December 31, 2006, its Quarterly Reports on Form 10-Q, and its Current Reports on Form 8-K. These statements reflect the company's current beliefs and are based upon information currently available to it. Be advised that developments subsequent to this press release are likely to cause these statements to become outdated with the passage of time.

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