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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 4

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(h) of the Investment Company Act of 1940

o Check this box if no longer
subject to Section 16.
Form 4 or Form 5
obligations may continue.
See Instruction 1(b).

1.	Name and Address of Reporting Person* (Last, First, Middle)	2.	Issuer Name and Ticker or Trading Symbol				3.	I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
	Herr, Henry D.		American Healthways, Inc. (AMHC)
	C/O American Healthways, Inc. 3841 Green Hills Village Drive	4.	Statement for Month/Day/Year				5.	If Amendment, Date of Original (Month/Day/Year)
			September 10, 2002
	(Street)	6.	Relationship of Reporting Person(s) to Issuer (Check All Applicable)				7.	Individual or Joint/Group Filing (Check Applicable Line)
	Nashville, TN 37215 (City)                (State)           (Zip)		x	Director	o	10% Owner		x	Form filed by One Reporting Person
			o	Officer (give title below)				o	Form filed by More than One Reporting Person
			o	Other (specify below)

* If the form is filed by more than one reporting person, see instruction 4(b)(v).

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date (Month/Day/Year)

2a.

Deemed Execution Date, if any. (Month/Day/Year)

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned Following Reported Transactions(s) (Instr. 3 and 4)

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

09/10/02

S

40,000

D

$16.14

457,183

D

Common Stock

54,232

I

Held by wife

Common Stock

1,731

I

Held in 401(k) Plan

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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned   (e.g., puts, calls, warrants, options, convertible securities)

1.

Title of Derivative Security (Instr. 3)

2.

Conversion or Exercise Price of Derivative Security

3.

Transaction Date (Month/Day/Year)

3a.

Deemed Execution Date, if any (Month/Day/Year)

4.

Transaction Code (Instr. 8)

5.

Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

Code

V

(A)

(D)

Option to Buy

$1.14

Option to Buy

$1.14

Option to Buy

$3.12

Option to Buy

$4.95

Option to Buy

$4.13

Option to Buy

$3.77

Option to Buy

$23.15

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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued (e.g., puts, calls, warrants, options, convertible securities)

6.

Date Exercisable and Expiration Date (Month/Day/Year)

7.

Title and Amount of Underlying Securities (Instr. 3 and 4)

8.

Price of Derivative Security (Instr. 5)

9.

Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10.

Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11.

Nature of Indirect Beneficial Ownership (Instr. 4)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

12/03/97

10/19/04

Common Stock

17,505

17,505

D

12/03/97

09/27/05

Common Stock

23,466

23,466

D

12/03/97

10/16/06

Common Stock

22,500

22,500

D

*

09/29/08

Common Stock

18,750

18,750

D

**

11/12/09

Common Stock

22,500

22,500

D

***

09/29/10

Common Stock

22,500

22,500

D

****

10/08/11

Common Stock

25,001

25,001

D

Explanation of Responses:

* Option vests 25% per year beginning 09/29/99 and ending 09/29/02

** Option vests 25% per year beginning 11/12/00 and ending 11/12/03

*** Option vests 25% per year beginning 09/29/01 and ending 09/29/04

**** Option vests 25% per year beginning 10/08/02 and ending 10/08/05

/s/ Henry D. Herr by Mary Chaput POA	09/11/02
**Signature of Reporting Person	Date

Reminder:	Report on a separate line for each class of securities beneficially owned directly or indirectly.
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instructions 6 for procedure.

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