S-8

As Filed With the Securities and Exchange Commission on November 10, 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

AMSURG CORP.

(Exact Name of Registrant as Specified in Its Charter)

Tennessee (State or Other Jurisdiction of Incorporation or Organization)	62-1493316 (I.R.S. Employer Identification No.)
20 Burton Hills Boulevard Nashville, Tennessee (Address of Principal Executive Offices)	37215 (Zip Code)

AmSurg Corp.
2006 Stock Incentive Plan, as amended
(Full Title of the Plan)

Claire M. Gulmi
20 Burton Hills Boulevard
Nashville, Tennessee 37215
(Name and Address of Agent for Service)

(615) 665-1283
(Telephone Number, Including Area Code, of Agent for Service)

Copy to:
J. James Jenkins, Jr., Esq.
Bass, Berry & Sims PLC
150 Third Avenue South, Suite 2800
Nashville, Tennessee 37201

CALCULATION OF REGISTRATION FEE

Title of Each Class of
Securities To Be	Amount To Be	Proposed Maximum			Proposed Maximum			Amount Of
Registered	Registered (1)	Offering Price Per Share			Aggregate Offering Price			Registration Fee
Common Stock	158,205 shares	$	18.30	(2)	$	2,895,151.50	(2)	$	207

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement includes an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)	Estimated solely for the purpose of determining the amount of the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, and based on the average of the high and low price per share of the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on November 3, 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, no par value, of AmSurg Corp., a Tennessee corporation (the “Registrant”), for the Registrant’s 2006 Stock Incentive Plan, as amended.

Incorporation by Reference of Earlier Registration Statements

     The Registration Statement on Form S-8 (Registration No. 333-134948) previously filed by the Registrant with the Securities and Exchange Commission is hereby incorporated by reference.

Item 8. Exhibits

Exhibit Number	Description
4.1	Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 10/A-4 (filed with the Commission on July 13, 2001))
4.2	Article 7 of the Registrant’s Second Amended and Restated Charter, as amended (restated electronically for filing purposes) (incorporated by reference to Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)
4.3	Articles 2 and 6 of the Registrant’s Second Amended and Restated Bylaws, as amended (incorporated by reference to Exhibit 4.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)
5.1	Opinion of Bass, Berry & Sims PLC
10.1	AmSurg Corp. 2006 Stock Incentive Plan, as amended (incorporated by reference to the Registrant’s Current Report on Form 8-K, dated May 26, 2010)
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature pages to this Registration Statement)

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 Nashville, State of Tennessee, on this 10^th day of November, 2010.

AMSURG CORP.
By:	/s/ Claire M. Gulmi
	Claire M. Gulmi
	Executive Vice President, Chief Financial Officer and Secretary

     KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby constitutes and appoints Christopher A. Holden and Claire M. Gulmi, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her 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 or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their 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/ Christopher A. Holden Christopher A. Holden	President, Chief Executive Officer and Director (Principal Executive Officer)	November 10, 2010
/s/ Claire M. Gulmi Claire M. Gulmi	Executive Vice President, Chief Financial Officer, Secretary and Director (Principal Financial and Accounting Officer)	November 10, 2010
/s/ Steven I. Geringer Steven I. Geringer	Chairman of the Board	November 10, 2010
/s/ James A. Deal James A. Deal	Director	November 10, 2010
/s/ Thomas G. Cigarran Thomas G. Cigarran	Director	November 10, 2010

II - 3

Signature	Title	Date
/s/ Henry D. Herr Henry D. Herr	Director	November 10, 2010
/s/ Kevin P. Lavender Kevin P. Lavender	Director	November 10, 2010
/s/ Ken P. McDonald Ken P. McDonald	Director	November 10, 2010
John W. Popp, Jr., M.D.	Director

II - 4

EXHIBIT INDEX

Exhibit Number	Description
4.1	Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 10/A-4 (filed with the Commission on July 13, 2001))
4.2	Article 7 of the Registrant’s Second Amended and Restated Charter, as amended (restated electronically for filing purposes) (incorporated by reference to Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)
4.3	Articles 2 and 6 of the Registrant’s Second Amended and Restated Bylaws, as amended (incorporated by reference to Exhibit 4.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)
5.1	Opinion of Bass, Berry & Sims PLC
10.1	AmSurg Corp. 2006 Stock Incentive Plan, as amended (incorporated by reference to the Registrant’s Current Report on Form 8-K, dated May 26, 2010)
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature pages to this Registration Statement)

EX-5.1

Exhibit 5.1

150 Third Avenue South, Suite 2800
Nashville, Tennessee 37201
(615) 742-6200

November 10, 2010

AmSurg Corp.
20 Burton Hills Boulevard
Nashville, Tennessee 37215

Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

     We have acted as your counsel in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) relating to the AmSurg Corp. 2006 Stock Incentive Plan, as amended (the “Plan”), to be filed by you with the Securities and Exchange Commission, covering 158,205 additional shares of common stock, no par value (the “Shares”), 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 opinion 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 the original documents of all documents submitted to us as certified or photostatic copies.

     Based upon the foregoing, we are of the opinion that the Shares, when issued pursuant to and in accordance with the Plan, will be duly and 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 this Registration Statement on Form S-8 of our report dated February 25, 2010, relating to the consolidated financial statements of AmSurg Corp. and subsidiaries (the “Company”) (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the adoption of the amended provisions of Financial Accounting Standards Board Accounting Standards Codification Topic (“ASC”) 805, Business Combinations, ASC 810, Consolidation, and ASC 740, Income Taxes), and our reports also dated February 25, 2010 on the financial statement schedule and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of AmSurg Corp. for the year ended December 31, 2009.

/s/ Deloitte & Touche LLP

Nashville, Tennessee
November 10, 2010