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): June 20, 2005

American Healthways, Inc.

(Exact Name of Registrant as Specified in Charter)


Delaware
(State or Other Jurisdiction of Incorporation)
000-19364
(Commission File Number)
62-1117144
(I.R.S. Employer Identification No.)


3841 Green Hills Village Drive
Nashville, Tennessee

(Address of Principal Executive Offices)

37215

(Zip Code)

(615) 665-1122
(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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


TABLE OF CONTENTS

Item 2.02 Results of Operations and Financial Condition

Item 9.01 Financial Statements and Exhibits

Signature

Exhibit Index

Ex-99.1 Press Release


Item 2.02 Results of Operations and Financial Condition.

       On June 20, 2005, American Healthways, Inc. issued a press release announcing earnings results for the third quarter ended May 31, 2005, the text of which is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

       (c)  Exhibits

  Exhibit 99.1 Press Release.


SIGNATURE

      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.

American Healthways, Inc.

/s/ Mary A. Chaput

Mary A. Chaput
Chief Financial Officer

      Date: June 20, 2005


Exhibit Index

Exhibit No.
Description
99.1 Press Release dated June 20, 2005