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): April 26, 2005 (April 21, 2005)

American Healthways, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware(State or Other Jurisdiction of Incorporation) 000-19364(Commission File Number) 62-1117144(I.R.S. Employer Identification No.)

3841 Green Hills Village Drive
Nashville, Tennessee(Address of Principal Executive Offices)
37215(Zip Code)

(615) 665-1122 (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))

TABLE OF CONTENTS

Item 1.01 Entry into a Material Definitive Agreement.

      On April 21, 2005, the Company's Board of Directors revised the annual cash retainer for directors who are not officers or employees of the Company ("Outside Directors"). Effective September 1, 2005, Outside Directors will receive $25,000 annual cash retainer, paid on a monthly basis, which represents an increase of $5,000 per year over their current cash retainer. Attached as exhibit 10.1 is a summary of the current compensation arrangement for Outside Directors.

SIGNATURE

      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.

American Healthways, Inc.

/s/ Mary A. ChaputMary A. Chaput
Chief Financial Officer

      Date: April 26, 2005

EX-10

Exhibit 10.1

SUMMARY OF OUTSIDE DIRECTOR COMPENSATION

Compensation	Board or Committee	Amount
Annual retainer (paid monthly)	Outside Directors (1)	$25,000 (2)
Education Meeting	Outside Directors	$3,000
Attendance at In-Person Meeting or Participation in Telephonic Meeting, provided the duration of the meeting exceeds one hour	Audit Committee (Chair) Comp Committee (Chair) N/CG Committee (Chair)	$2,500 ($4,500) $2,000 ($4,000) $2,000 ($4,000)
Annual Stock Option Grant, provided the director has served as a director of the Company for at least 12 months	Outside Directors	5,000 shares
New Director Stock Option Grant	New Outside Director	15,000 shares
(1) Outside Directors are directors who are not officers or employees of the Company. (2) Approved at 4/21/05 Board Meeting and effective September 1, 2005. Previous amount was $20,000.