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 16, 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 7.01 Regulation FD Disclosure

Item 9.01 Financial Statements and Exhibits

Signature

Exhibit Index

Ex-99.1 Press Release


Item 7.01 Regulation FD Disclosure.

       On May 16, 2005, American Healthways, Inc. (the “Company”) announced the finalization of its cooperative agreement with the Centers for Medicare and Medicaid Services related to the Medicare Health Support Pilot Project and updated its guidance for fiscal 2005 and 2006. The Company will hold a conference call on Monday, May 16 at 10:00 a.m. Eastern time to discuss the agreement. The conference call will be broadcast live over the Internet and will be available for replay at www.americanhealthways.com. A transcript of the call will also be posted on the Company’s website at www.americanhealthways.com on the Company's Investor Relations page beginning on Tuesday, May 17. A copy of the press release issued on May 16, 2005 is attached hereto as Exhibit 99.1. This information in this report, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.

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: May 16, 2005


Exhibit Index

Exhibit No.
Description
99.1 Press Release dated May 16, 2005