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): November 24, 2004 (November 23, 2004)

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)

        Registrant’s telephone number, including area code: (615) 665-1122

        (Former name or former address, if changed since last report)



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 November 23, 2004, American Healthways, Inc. announced that it will participate in the Merrill Lynch Health Services Investor Conference November 30th through December 1st in New York. Ben R. Leedle Jr., the Company’s president and chief executive officer, will present on Wednesday December 1st at 1:45 p.m. Eastern. The presentation will be broadcast live on the Web and will be available for replay at www.americanhealthways.com. A copy of the press release issued on November 23, 2004 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, thereto duly authorized.

American Healthways, Inc.

/s/ Mary A. Chaput

Mary A. Chaput
Chief Financial Officer

      Date: November 24, 2004


Exhibit Index

Exhibit No.
Description
99.1 Press Release dated November 23, 2004