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): May 24, 2005 (May 18, 2005)

AMSURG CORP.

(Exact Name of Registrant as Specified in Charter)

Tennessee	000-22217	62-1493316
(State or Other Jurisdiction of	(Commission	(I.R.S. Employer
Incorporation)	File Number)	Identification No.)

20 Burton Hills Boulevard
Nashville, Tennessee	37215
(Address of Principal Executive Offices)	(Zip Code)

(615) 665-1283
(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))

TABLE OF CONTENTS

	Item 1.01. Entry Into a Material Definitive Agreement
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
EX-10.1 FORM OF RESTRICTED STOCK AGREEMENT

Item 1.01. Entry Into a Material Definitive Agreement

     On May 18, 2005, the Compensation Committee (the “Committee”) of the Board of Directors of AmSurg Corp. (the “Company”) approved contribution amounts for the Company’s Supplemental Executive Retirement Savings Plan and approved a new Long Term Care Plan. Pursuant to the Company’s Supplemental Executive Retirement Savings Plan, employees who are at the executive level of Vice President or higher may make pre-tax contributions to an investment account established in such executive’s name by deferring a portion of their base compensation and their bonus compensation. The Company makes additional contributions in its discretion based on a formula set by the Committee. For 2005, the Committee has approved a contribution equal to 3% of the annual base compensation of such executives, plus an additional contribution ranging from 2% to 15% of the annual base compensation of such executives, depending on the level of corporate profits achieved. The Company’s contributions vest in equal increments over five years, subject to automatic vesting if the executive retires, dies, or becomes disabled, if the plan terminates or if there is a change in control of the Company.

     The Committee also approved a Long Term Care Plan for the Company. Pursuant to the terms of the Long Term Care Plan, covered employees are entitled to receive monthly payments in the event they become disabled and require long term care. The Company will pay the premium for a $2,000 per month benefit for employees at the executive level of Vice President or higher, and those employees may purchase additional coverage up to a maximum benefit of $6,000 per month at their expense. Employees of the Company below the level of Vice President may purchase coverage under the plan up to a maximum benefit of $6,000 per month at their expense.

     On the date of each annual meeting of shareholders, each non-employee director who is elected or reelected to the Board of Directors of the Company, or who otherwise continues as a director, automatically receives on the date of the annual meeting of shareholders a grant of that number of shares of restricted common stock of the Company having an aggregate fair market value on such date equal to $10,000, adjusted annually for changes in the Consumer Price Index, or CPI. On May 19, 2005, the date of the Company’s 2005 annual meeting of shareholders, each non-employee director received 432 shares of common stock having an aggregate fair market value of $11,910. The form of Restricted Stock Award Agreement is attached hereto as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits

         (c)  Exhibit 10.1 — Form of Restricted Stock Agreement

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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.

AMSURG CORP.
By:	/s/ Claire M. Gulmi
	Claire M. Gulmi
	Senior Vice President, Chief Financial Officer and Secretary (Principal Financial and Duly Authorized Officer)

Date: May 24, 2005

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INDEX TO EXHIBITS

Exhibit
Number	Description
10.1	Form of Restricted Stock Agreement

EX-10.1

                                                                    EXHIBIT 10.1


                                  AMSURG CORP.

                            1997 STOCK INCENTIVE PLAN

                        RESTRICTED STOCK AWARD AGREEMENT

                               ____________ GRANT

         This RESTRICTED STOCK AWARD AGREEMENT (the "Agreement"), dated this
____ day of ______________, is by and between AmSurg Corp., a Tennessee
corporation (the "Company"), and ____________________ (the "Grantee"), under the
Company's 1997 Stock Incentive Plan, as amended (the "Plan").

         Section 1. Restricted Stock Award. The Grantee is hereby granted the
right to receive ____ shares of restricted stock (the "Restricted Stock") of the
Company's Common Stock, no par value (the "Stock"), which number was determined
by dividing (a) $__________ by (b) $_____ which was the closing bid price for
the Stock on ___________, subject to the terms and conditions of this Agreement.

         Section 2. Vesting of the Award. Except as otherwise provided in
Sections 3 or 4 below, the Restricted Stock will vest at such times (the
"Vesting Date") and in the percentages and increments set forth below, as long
as the Grantee is serving as a Director of the Company on the Vesting Date.



                                                Award Percentage                          Award of
                                                 of Restricted                           Restricted
        Vesting Date                                 Stock                                  Stock
- -------------------------------                 ----------------                         -----------
                                                                                   
_______________                                     33 1/3%                              ____ shares

Date of ____ Annual Shareholder                     33 1/3%                              ____ shares
Meeting

Date of ____ Annual Shareholder                     33 1/3%                              ____ shares
Meeting


         Section 3. Forfeiture on Termination as a Director. If the Grantee
ceases to serve as a Director of the Company for any reason, all shares of
Restricted Stock that have not vested prior to the date of termination of such
Grantee's directorship will be forfeited and the Grantee shall have no further
rights with respect to such shares of Restricted Stock.

         Section 4. Distribution of the Shares. From the date of grant of the
Restricted Stock, the Grantee shall have the right to vote all shares of
Restricted Stock held in the Grantee's name.




Prior to the Vesting Date any and all dividends declared and paid in respect of
the shares of Restricted Stock shall be held by the Company until the Vesting
Date and shall thereafter be paid to the Grantee to the extent such shares have
vested. Any dividends declared and paid in respect of forfeited shares shall
revert to the Company on the Vesting Date. As of the Vesting Date, the Company
shall deliver to the Grantee (or his or her personal representative or estate)
the shares of Restricted Stock that have vested on or prior to such date (the
"Distributed Shares"). Such Distributed Shares shall be represented by a
certificate.

         Section 5. Restrictions on Transfer.

         5.1  General Restrictions.  The shares of Restricted Stock granted
hereunder shall not be transferable by the Grantee (or his personal
representative or estate) other than by will or by the laws of descent and
distribution until the earlier of (a) five years from the date of grant, and (b)
the date on which the Grantee ceases to serve as a director of the Company for
any reason. The terms of this Agreement shall be binding on the executors,
administrators, heirs and successors of the Grantee.

         5.2  Change in Control.  All restrictions imposed on the Restricted
Stock shall expire automatically upon a Change of Control, as such term is
defined in the Plan.

         Section 6. Investment Intent. As a condition to the receipt of any
Distributed Shares, the Grantee (or his legal representative or estate or any
third party transferee), if the Company so requests, will execute an agreement
in form satisfactory to the Company in which the Grantee or such other recipient
of the shares represents that he is purchasing the shares for investment
purposes, and not with a view to resale or distribution.

         Section 7. Adjustment. In the event of any merger, reorganization,
consolidation, recapitalization, extraordinary cash dividend, stock dividend,
stock split or other change in corporate structure affecting the Stock, the
number of shares of Restricted Stock subject to this Agreement may be adjusted
by the Company as may be determined by the Board of Directors in accordance with
the Plan.

         Section 8. Tax Election. The Grantee may, but is not required to, elect
to apply the tax rules of Section 83(b) of the Internal Revenue Code of 1986, as
amended (the "Code"), to the issuance of the Restricted Stock. If the Grantee
makes an affirmative election under Section 83(b) of the Code, the Grantee will
notify the Company within 90 days after making such election.

         Section 9. Governing Provisions. This Agreement is made under and
subject to the provisions of the Plan, and all of the provisions of the Plan are
also provisions of this Agreement. If there is a difference or conflict between
the provisions of this Agreement and the provisions of the Plan, the provisions
of the Plan will govern. By signing this Agreement, the Grantee confirms that he
has received a copy of the Plan.




         Section 10. Miscellaneous.

         10.1 Entire Agreement. This Agreement and the Plan contain the entire
understanding and agreement between the Company and the Grantee concerning the
Restricted Stock granted hereby, and supersede any prior or contemporaneous
negotiations and understandings. The Company and the Grantee have made no
promises, agreements, conditions, or understandings relating to the Restricted
Stock, either orally or in writing, that are not included in this Agreement or
the Plan.

         10.2 Directorship. By establishing the Plan, granting awards under the
Plan, and entering into this Agreement, the Company does not give the Grantee
any right to continue to be elected as a director of the Company or to be
entitled to any remuneration or benefits not set forth in this Agreement or the
Plan. None of the provisions of this Agreement or the Plan will interfere with
or limit the right of the Company to nominate another individual as a director
of the Company at any time.

         10.3 Captions. The captions and section numbers appearing in this
Agreement are inserted only as a matter of convenience. They do not define,
limit, construe, or describe the scope or intent of the provisions of this
Agreement.

         10.4 Counterparts. This Agreement may be executed in counterparts, each
of which when signed by the Company and the Grantee will be deemed an original
and all of which together will be deemed the same Agreement.

         10.5 Notice. Any notice or communication having to do with this
Agreement must be given by personal delivery or by certified mail, return
receipt requested, addressed, if to the Company, to the principal office of the
Company and, if to the Grantee, to the Grantee's address set forth below or any
address of which the Grantee subsequently notifies the Company.

         10.6 Amendment. The Chairman of the Board or the Board of Directors of
the Company may amend the terms of this Agreement, but no such amendment shall
impair the rights of the Grantee hereunder without the Grantee's consent.

         10.7 Governing Law. This Agreement shall be governed and construed
exclusively in accordance with the law of the State of Tennessee applicable to
agreements to be performed in the State of Tennessee to the extent it may apply.

         10.8 Withholding. As provided in the Plan, the Company shall have the
right to withhold or require the Grantee to pay to the Company any amounts
required to be withheld by the Company for payment of any Federal, state or
local taxes in respect of the Restricted Stock.




         IN WITNESS WHEREOF, the Company and the Grantee have executed this
Agreement to be effective as of __________________.


                                        AMSURG CORP.



                                        By:
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