SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                  SCHEDULE 13G



                    Under the Securities Exchange Act of 1934
                                 (Amendment 3)*

                            American Healthways, Inc.
                                (Name of Issuer)


                                  Common Stock
                         (Title of Class of Securities)


                                   02649V104
                                 (CUSIP Number)

                                December 31, 2001
            (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this
schedule is filed:
                                (X) Rule 13d-1(b)
                                ( ) Rule 13d-1(c)
                                ( ) Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

                        (Continued on following page(s))




--------------------------------------------------------------
1)       Name of Reporting Person           SAFECO Common Stock Trust
         S.S. or I.R.S. Identification
         No. of Above Person
---------------------------------------------------------------
2)       Check the Appropriate Box          (a)
         if a Member of a Group             ___________________________
         (See Instructions)                 (b)
---------------------------------------------------------------
3)       SEC Use Only
---------------------------------------------------------------
4)       Citizenship or Place of             State of Delaware
         Organization
---------------------------------------------------------------
Number of       (5) Sole Voting
Shares Bene-         Power                  0
ficially
Owned by       ___________________________________________________
Reporting       (6) Shared Voting
Person With         Power                   0
                  ---------------------------------------------------
                  (7) Sole Dispositive
                                Power       0
                  ---------------------------------------------------
                  (8) Shared Dispositive
                       Power                0
--------------------------------------------------------------
9)       Aggregate Amount Beneficially
         Owned by Reporting Person          0
---------------------------------------------------------------
10)      Check if the Aggregate
         Amount in Row (9) Excludes
         Certain Shares (See Instructions)
---------------------------------------------------------------
11)      Percent of Class
         Represented by Amount in Row 9     0%
---------------------------------------------------------------
12)      Type of Reporting Person           IV
         (See Instructions)





-------------------------------------------------------------
 1)      Name of Reporting Person           SAFECO Asset Management
         S.S. or I.R.S. Identifica-         Company
         tion No. of Above Person
---------------------------------------------------------------
2)       Check the Appropriate Box          (a)
         if a Member of a Group             ___________________________
         (See Instructions)                 (b)
---------------------------------------------------------------
3)       SEC Use Only
---------------------------------------------------------------
4)       Citizenship or Place of            State of Washington
         Organization
---------------------------------------------------------------
Number of       (5) Sole Voting
Shares Bene-         Power                  0
ficially           ___________________________________________________
Owned by        (6) Shared Voting
Reporting              Power                0
Person With       ___________________________________________________
                (7) Sole Dispositive
                       Power                0
                  ---------------------------------------------------
                (8) Shared
                        Dispositive Power   0
--------------------------------------------------------------
9)       Aggregate Amount Beneficially
         Owned by Reporting Person          0
---------------------------------------------------------------
10)      Check if the Aggregate
         Amount in Row (9) Excludes
         Certain Shares (See Instructions)
---------------------------------------------------------------
11)      Percent of Class Represented
         by Amount in Row 9                 0%
---------------------------------------------------------------
12)      Type of Reporting Person           IA
         (See Instructions)





---------------------------------------------------------------
 1)      Name of Reporting Person           SAFECO Corporation
         S.S. or I.R.S. Identifica-
         tion No. of Above Person
---------------------------------------------------------------
2)       Check the Appropriate Box          (a)
         if a Member of a Group              ___________________________
         (See Instructions)                 (b)
---------------------------------------------------------------
3)        SEC Use Only
---------------------------------------------------------------
4)       Citizenship or
         Place of Organization               State of Washington

---------------------------------------------------------------
Number of         (5) Sole Voting
Shares Bene-          Power                 0
ficially           ___________________________________________________
Owned by          (6) Shared Voting
Reporting             Power                 0
Person With       ___________________________________________________
                  (7) Sole Disposi-
                      tive Power            0
                  ---------------------------------------------------
                  (8) Shared
                      Dispositive Power     0
---------------------------------------------------------------
9)       Aggregate Amount Beneficially      0
         Owned by Reporting Person
---------------------------------------------------------------
10)      Check if the Aggregate
         Amount in Row (9) Excludes
         Certain Shares (See Instructions)
---------------------------------------------------------------
11)      Percent of Class Represented
         by Amount in Row 9                 0%
---------------------------------------------------------------
12)      Type of Reporting Person           HC
         (See Instructions)
 _______________________________________________________________





Item 1(a).        Name of Issuer:  See front cover

Item 1(b).        Address of Issuer Principal Executive Offices:

                    3841 Green Hills Village Drive, Nashville, TN 37215

Item 2(a).        Name of Person(s) Filing:  See Item 1 on cover page (pp 2-4).

Item 2(b).        Address of Principal Business Office or, If None, Residence:

                  SAFECO Common Stock Trust:  10865 Willows Road NE,
                                              Redmond, WA  98052

                  SAFECO Corporation:  SAFECO Plaza, Seattle, WA  98185

                  SAFECO Asset Management Company:  601 Union Street,
                                                    Suite 2500,
                                                    Seattle, WA  98101

Item 2(c).        Citizenship:   See Item 4 on cover page (pp 2-4).

Item 2(d).        Title of Class of Securities:   See front cover page.

Item 2(e).        CUSIP Number:   See front cover page.

Item 3.           If this statement is filed pursuant to Rules 13d-1(b) or
                  13d-2(b) or (c), check whether the
                  persons filing are:

         (a)      ( )Broker or Dealer registered under Section 15 of the Act.
         (b)      ( )Bank as defined in Section 3(a)(6) of the Act.
         (c)      ( )Insurance Company as defined in Section 3(a)(19)
                     of the Act.
         (d)      (X)Investment Company registered under Section 8 of the
                     Investment Company Act of 1940.
         (e)      (X)Investment Advisor registered under Section
                     203 of the  Investment  Advisers Act of 1940.
         (f)      ( )Employee Benefit Plan, Pension  Fund  which  is  subject
                     to  provisions  of  Employee Retirement Income Security Act
                     of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F).
         (g)      (X)Parent Holding Company in accordance with
                     Rule 13d-1(b)(ii)(G).
         (h)      ( )Savings Association as defined in Section 3(b) of the
                     Federal Deposit Insurance Act.
         (i)      ( )Church Plan that is excluded from the definition of
                     an  investment  company  under  Section  3(c)(14)  of the
                     Investment Company Act of 1940.
         (j)      ( )Group, in accordance with Rule 13d-1(b)(1)(ii)(H).


Item 4.  Ownership:

                  Items (a) through (c): See items 1 and 5-11 of the cover pages
(pp 2-4).

                  SAFECO  Asset  Management   Company  and  SAFECO   Corporation
                  expressly  declare  that  the  filing  of  this  statement  on
                  Schedule 13G shall not be construed as an admission  that they
                  were, for the  purposes  of  Section  13(d)  or  13(g)  of the
                  Securities and Exchange Act of 1934, the beneficial  owners of
                  any  securities  covered  by  this  statement.  Each  of  such
                  companies is filing this statement because it was considered
                  an indirect  beneficial owner of such securities  based on its
                  ownership  or control of one or more  investment  companies or
                  its  sponsorship of employee  benefit plans which directly
                  owned such shares.

Item 5.  Ownership of 5% or Less of a Class:  This statement is filed to report
                  that as of December 31, 2001, the reporting persons have
                  ceased to be the beneficial owners of more than 5% of the
                  common stock of American Healthways, Inc.

Item 6.  Ownership of More than 5% on Behalf of Another Person:  Not applicable.

Item 7.  Identification and Classification of the Subsidiary Which Acquired the
                  Security Being Reported on by the Parent Holding Company.

                  SAFECO Asset  Management  Company is the  subsidiary  on which
                  SAFECO Corporation is reporting as the parent holding company.
                  SAFECO Asset  Management  Company is an investment  adviser as
                  specified  in Item 12 on the cover page (p.  3), and  reported
                  shares  were  owned   beneficially  by registered   investment
                  companies for which SAFECO Asset Management  Company serves as
                  investment adviser.

Item 8.  Identification and Classification of Members of the Group.
                  Not applicable.

Item 9.  Notice of Dissolution of Group.  Not applicable.

Item 10.Certification.

                  By signing  below I certify  that, to the best of my knowledge
                  and belief, the securities referred to above were acquired and
                  were held in the  ordinary  course  of  business  and were not
                  acquired  and were not held  for the  purpose  of or with  the
                  effect of changing or influencing the control of the issuer of
                  such  securities  and  were not acquired  and were not held in
                  connection with or as a participant in any transaction  having
                  that purpose or effect.






Exhibits.

                  The statement required by Rule 13d-1(f) is attached as
                    Exhibit A.


Signature.

                  After  reasonable  inquiry and to the best of my knowledge and
                  belief,  I  certify  that the  information  set  forth in this
                  statement is true, complete and correct.


Date: January 11,2002                               SAFECO Corporation



                                                By      /s/ Ronald L. Spaulding
                                                  Ronald L. Spaulding, Treasurer


                                                     SAFECO Common Stock Trust



                                                By       /s/ Ronald L. Spaulding
                                                  Ronald L. Spaulding, Treasurer


                                                 SAFECO Asset Management Company



                                                     By /s/David H. Longhurst
                                                David H. Longhurst, Secretary






                                    EXHIBIT A



Agreement for filing Schedule 13-G.

Pursuant to the requirements of Regulation 13d-1(d), SAFECO Corporation,  SAFECO
Asset Management Company, and SAFECO Common Stock Trust each agree that Schedule
13-G filed by them with regard to American Healthways, Inc.'s common stock is
filed on behalf of each of them.


Date: January 11, 2002                               SAFECO Corporation



                                                By       /s/ Ronald L. Spaulding
                                                  Ronald L. Spaulding, Treasurer


                                                     SAFECO Common Stock Trust

                                               By        /s/ Ronald L. Spaulding
                                                  Ronald L. Spaulding, Treasurer


                                                 SAFECO Asset Management Company



                                                   By      /s/David H. Longhurst
                                                  David H. Longhurst, Secretary