S-8

As Filed With the Securities and Exchange Commission

on June 25, 2010

Registration No. 333-_________

________________________________________________________________________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

________________________________________________________________________________________________________________________________________

HEALTHWAYS, INC.

 (Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	62-1117144 (I.R.S. Employer Identification No.)
701 Cool Springs Boulevard Franklin, Tennessee (Address of Principal Executive Offices)	37067 (Zip Code)

Healthways, Inc.

2007 Stock Incentive Plan

(Full title of the plan)

Mary A. Chaput

701 Cool Springs Boulevard

Nashville, Tennessee 37067

(Name and address of agent for service)

(615) 614-4929

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨                                           Accelerated filer x

Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock	2,000,000 shares	$12.52 (1)	$25,040,000 (1)	$1,785.35

(1) The offering price is estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(c) under the Securities Act of 1933 and is based on the average of the high and low price per share of the Registrant’s Common Stock as reported on NASDAQ on June 24, 2010.

Registration of Additional Securities

This Registration Statement is filed pursuant to General Instruction E of Form S-8 for the purpose of registering additional shares of common stock, $.001 par value, of Healthways, Inc., a Delaware corporation (the “Registrant”), for the Registrant’s 2007 Stock Incentive Plan, as amended.

Incorporation by Reference of Earlier Registration Statements

The Registration Statement on Form S-8 (Registration No. 333-140950) previously filed by the Registrant with the Securities and Exchange Commission on February 28, 2007 is hereby incorporated by reference herein.

Item 8.  Exhibits

Exhibit Number	Description
5	Opinion of Bass, Berry & Sims PLC
23.1	Consent of Ernst & Young LLP
23.2	Consent of Bass, Berry & Sims PLC (included in Exhibit 5)
24	Power of Attorney (included on page II-3)

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Franklin, State of Tennessee, on this 25th day of June, 2010.

HEALTHWAYS, INC.

By:  /s/ Mary A. Chaput                                           

                                           Mary A. Chaput

                                          Chief Financial Officer

KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby constitutes and appoints Ben R. Leedle, Jr. and Mary A. Chaput, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or thei r substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Ben R. Leedle, Jr.	Chief Executive Officer and Director (Principal Executive Officer)	June 25, 2010
Ben R. Leedle, Jr.
/s/ Mary A. Chaput	Chief Financial Officer (Principal Financial Officer)	June 25, 2010
Mary A. Chaput
/s/ Alfred Lumsdaine	Chief Accounting Officer (Principal Accounting Officer)	June 25, 2010
Alfred Lumsdaine

II-3

Signature	Title	Date
/s/ Thomas G. Cigarran	Chairman of the Board and Director	June 25, 2010
Thomas G. Cigarran
/s/ John A. Wickens	Director	June 25, 2010
John A. Wickens
/s/ John W. Ballantine	Director	June 25, 2010
John W. Ballantine
/s/ Alison Taunton-Rigby	Director	June 25, 2010
Alison Taunton-Rigby
/s/ J. Cris Bisgard, M.D.	Director	June 25, 2010
J. Cris Bisgard, M.D.
/s/ Mary Jane England, M.D.	Director	June 25, 2010
Mary Jane England, M.D.
/s/ C. Warren Neel	Director	June 25, 2010
C. Warren Neel
/s/ William C. O’Neil, Jr.	Director	June 25, 2010
William C. O’Neil, Jr.

II-4

EXHIBIT INDEX

Exhibit Number	Description
5	Opinion of Bass, Berry & Sims PLC
23.1	Consent of Ernst & Young LLP
23.2	Consent of Bass, Berry & Sims PLC (included in Exhibit 5)
24	Power of Attorney (included on page II-3)

EX-5

[Bass, Berry & Sims PLC Letterhead]	EXHIBIT 5
150 Third Avenue South, Suite 2800 Nashville, TN  37201 (615) 742-6200

June 25, 2010

Healthways, Inc.

701 Cool Springs Boulevard

Franklin, Tennessee 37067

Re:           Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as your counsel in the preparation of the Registration Statement on Form S-8 (the “Registration Statement”) relating to the Company’s 2007 Stock Incentive Plan, as amended (the “Plan”), filed by you with the Securities and Exchange Commission covering an aggregate of 2,000,000 shares (the “Shares”) of common stock, par value $.001 per share, issuable pursuant to the Plan.

In so acting we have examined and relied upon such records, documents and other instruments as in our judgment are necessary or appropriate in order to express the opinions hereinafter set forth and have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies.

Based on the foregoing, we are of the opinion that the Shares, when issued pursuant to and in accordance with the Plan, will be validly issued, fully paid and nonassessable.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement.

Very truly yours,

            /s/ Bass, Berry & Sims PLC

EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2007 Stock Incentive Plan of Healthways, Inc. of our reports dated March 16, 2010, with respect to the consolidated financial statements of Healthways, Inc. and the effectiveness of internal control over financial reporting of Healthways, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2009, filed with the Securities and Exchange Commission.

/s/Ernst & Young LLP

Nashville, Tennessee

June 25, 2010