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)
March 3, 2008 (February 26, 2008)

AMERICAN HOMEPATIENT, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-19532	62-1474680
(State or other jurisdiction	(Commission File	(Employer
of incorporation)	Number)	Identification Number)

5200 Maryland Way, Suite 400, Brentwood ,TN 37027-5018
(Address of principal executive offices)

(615) 221-8884
(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 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On February 26, 2008, the Compensation Committee (the “Committee”) of American HomePatient, Inc. (the “Company”) approved an Amendment No. 2 (the “Amendment”) to its 1991 Nonqualified Stock Option Plan (the “1991 Plan”). The Amendment increases the number of shares of the Company’s common stock reserved for issuance under the 1991 Plan by 500,000 shares. A copy of the Amendment is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Also on February 26, 2008, the Committee awarded stock options under the 1991 Plan, as amended by the Amendment, to named executive officers of the Company as follows:

Joe Furlong, Chief Executive Officer	250,000
Frank Powers, Chief Operating Officer	100,000
Stephen Clanton, Chief Financial Officer	95,000
Frank Reichmann, Senior Vice President	40,000

All of these options vest in equal portions on each of the first three anniversaries of the date of grant, have an exercise price of $1.03 per share, and expire 10 years from the date of grant.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits

Number		Exhibit
	10.1	Amendment No. 2 to Amended and Restated American HomePatient, Inc. 1991 Nonqualified Stock Option 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 thereunto duly authorized.

AMERICAN HOMEPATIENT, INC.
By:	/s/ Stephen L. Clanton
	Stephen L. Clanton
	Chief Financial Officer

Date: March 3, 2008

EX-10.1

Exhibit 10.1

AMENDMENT NO. 2 TO AMENDED AND RESTATED AMERICAN HOMEPATIENT, INC. 1991 NONQUALIFIED STOCK OPTION PLAN

     Amendment No. 2 to Amended and Restated American HomePatient, Inc. 1991 Nonqualified Stock Option Plan (the “Plan”) of American HomePatient, Inc. (the “Corporation”) as approved by the Board of Directors of the Corporation on February 26, 2008.

     The Plan shall be amended by deleting paragraph 3 thereof and replacing it with a new number 3 so that, as amended, said paragraph 3 shall be and read as follows:

     3. Stock Subject to the Plan. There will be reserved for issuance upon the exercise of Options 5,500,000 shares of Common Stock, which will be authorized and unissued Common Stock. If an Option expires or terminates for any reason without being exercised in full, the shares subject thereto which have not been purchased will again be available for purposes of the Plan. The number of shares as to which Options may be granted under the Plan will be proportionately adjusted, to the nearest whole share, in the event of any stock dividend, stock split, share combination or similar recapitalization involving the Common Stock or any spin-off, spin-out or other significant distribution of assets of stockholders for which the Corporation receives no consideration. In the event that there is an insufficient number of authorized shares of Common Stock available to allow exercise of the Options on the date of any grant hereunder, such Options will not be exercisable until there are sufficient shares of Common Stock authorized for issuance.

-End of Amendment-