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): October 12, 2005 (October 7, 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

Ex-10.1 Amendment to Employment Agreement

Item 1.01 Entry into a Material Definitive Agreement.

       Effective October 7, 2005, the Company entered into an amendment to an employment agreement dated November 20, 2001 (the “Agreement”) with Henry D. Herr (“Colleague”), a member of the Company’s Board of Directors and a part-time employee. The amendment removes the provision that the Agreement will expire on the date that the Colleague becomes 65 years of age. The amendment also provides that in the event of termination without just cause, the Company will compensate the Colleague up until the effective date of termination rather than through the remaining term of the Agreement. The full text of the amendment is attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

       (c)  Exhibits

Exhibit 10.1 Amendment to Employment Agreement.

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. Chaput Mary A. Chaput
Chief Financial Officer

      Date: October 12, 2005

Exhibit Index

Exhibit No.	Description
10.1	Amendment to Employment Agreement

EX-10

Exhibit 10.1

AMENDMENT
TO EMPLOYMENT AGREEMENT

        This Amendment (the “Amendment”) to Employment Agreement (the “Agreement”) is entered into as of October 7, 2005 by and between American Healthways, Inc., a Delaware corporation (the “Company”), and Henry D. Herr (“Colleague”).

        WHEREAS, the parties entered into the Agreement on November 20, 2001, by which the Company employed Colleague as of November 1, 2001 under the terms and conditions set forth therein; and

        WHEREAS, the parties now desire to amend the term of the Agreement.

        NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

    1.        Section III of the Agreement is hereby amended by deleting the second and third sentences thereof and replacing them with the following:

“The Agreement shall be renewed for additional one (1) year terms upon the Expiration Date and each anniversary date thereafter upon mutual agreement of the parties.”

    2.        Section VIII of the Agreement is hereby deleted in its entirety and replaced with the following:

“VIII. Termination Without Just Cause. This Agreement may be terminated by either party at any time without just cause upon sixty (60) days’ prior written notice to the other party. In the event of such termination, the Company shall pay Colleague his then current rate of compensation as set forth in Section IV above due for the period ending on the effective termination date. The Company shall then have no further obligation to Colleague under this Agreement.”

    3.        Section IX of the Agreement is hereby deleted in its entirety.

    4.        Except as hereby amended, the terms, conditions and provisions of the Agreement shall remain in full force and effect. All defined terms used and not otherwise defined in this Amendment shall have the meaning given to them in the Agreement.

        IN WITNESS WHEREOF, the parties have executed this Amendment on the day and year first above written.

AMERICAN HEALTHWAYS, INC.

By: /s/ Ben R. Leedle, Jr.
Name: Ben R. Leedle
Title: President and CEO


/s/ Henry D. Herr
HENRY D. HERR