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): November 8, 2006 (November 2, 2006)

HEALTHWAYS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-19364	62-1117144
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3841 Green Hills Village Drive Nashville, Tennessee	37215
(Address of principal executive offices)	(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 (see General Instruction A.2. below):

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

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

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

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

Item 1.01. Entry into a Material Definitive Agreement.

On November 2, 2006, the Compensation Committee (the “Committee”) of the Company’s Board of Directors approved the bonus criteria for fiscal year 2007 under the Company’s 2007 Incentive Bonus Plan (the “2007 Plan”), which consists of performance-based cash awards made under the Company’s 1996 Stock Incentive Plan, as amended. Under the 2007 Plan, all of the Company’s employees, including its named executive officers, are eligible for performance-based awards if the Company attains its targeted performance goals. In addition, the Committee established the bonus criteria for fiscal 2007 under the Company's Capital Accumulation Plan.

Item9.01. Financial Statements and Exhibits.

(c) Exhibits:
Exhibit 10.1	Summary of 2007 Bonus Incentive Plan
Exhibit 10.2	Fiscal 2007 Bonus Criteria Under Capital Accumulation Plan

SIGNATURES

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.

HEALTHWAYS, INC.
By:	/s/ Mary A. Chaput
	Mary A. Chaput
	Chief Financial Officer

Date: November 8, 2006

EXHIBIT INDEX

Exhibit 10.1	Summary of 2007 Bonus Incentive Plan
Exhibit 10.2	Fiscal 2007 Bonus Criteria Under Capital Accumulation Plan

EX-10

Exhibit 10.1

Healthways, Inc. (the “Company”)

Summary of 2007 Incentive Bonus Plan

On November 2, 2006, the Compensation Committee of the Company’s Board of Directors approved the bonus criteria for fiscal year 2007 under the Company’s 2007 Incentive Bonus Plan (the “2007 Plan”), which consists of performance-based cash awards made under the Company’s 1996 Stock Incentive Plan, as amended. Under the 2007 Plan, all of the Company’s employees, including its Named Executive Officers, defined below, are eligible for performance-based awards if the Company attains its targeted performance goals.

For fiscal year 2007, awards made under the 2007 Plan will be predicated on achieving targeted earnings per share as well as meeting certain individual qualitative goals and objectives, as determined by the Compensation Committee of the Board of Directors. Under the 2007 Plan, in the event minimum earnings per share targets are met, the Named Executive Officers may receive awards up to the percentages of their base salary set forth below. However, in the event the Company’s performance materially exceeds its targeted earnings per share and the Named Executive Officer meets his or her individual goals and objectives, awards to Named Executive Officers could exceed the amounts set forth below. Below are the award percentages at target for the Company’s Chief Executive Officer and the individuals the Company currently expects to be its four most highly compensated executive officers for fiscal 2006 (the “Named Executive Officers”):

Named Executive Officer	FY ’07 Bonus % at Target
Ben R. Leedle, Jr., Chief Executive Officer	60%
Donald B. Taylor, Executive Vice President Alliances	45%
James E. Pope, Executive Vice President and Chief Operating Officer	45%
Matthew Kelliher, Executive Vice President	45%
Robert E. Stone, Executive Vice President and Chief Strategy Officer	45%

EX-10

Exhibit 10.2

Healthways, Inc. (the “Company”)

Fiscal 2007 Bonus Criteria Under Capital Accumulation Plan

On November 2, 2006, the Compensation Committee of the Company’s Board of Directors approved the bonus criteria for fiscal year 2007 under the Capital Accumulation Plan, as amended and restated (the “CAP”), a copy of which has been filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 15, 2005. For fiscal year 2007, awards made under the CAP will be predicated on achieving targeted earnings per share. Under the CAP for fiscal year 2007, eligible participants may receive a maximum deferred compensation award of up to 18.5% of such participant’s base salary for calendar year 2007.