SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

EMERSON MARTIN J

(Last)

(First)

(Middle)

10700 BREN ROAD WEST

(Street)

MINNETONKA

55343

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICAN MEDICAL SYSTEMS HOLDINGS INC [ AMMD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Voting Common Stock	02/24/2005		M		20,000	A	$8.85	28,079.389⁽²⁾⁽³⁾	D
Voting Common Stock	02/24/2005		S		20,000	D	$40	8,079.389⁽²⁾⁽³⁾	D
Voting Common Stock	02/25/2005		M		11,000	A	$8.85	19,079.389⁽²⁾⁽³⁾	D
Voting Common Stock	02/25/2005		S		11,000	D	$39.7594	8,079.389⁽²⁾⁽³⁾	D
Voting Common Stock	02/25/2005		M		47,500	A	$8.3333	55,579.389⁽²⁾⁽³⁾	D
Voting Common Stock	02/25/2005		S		9,000	D	$39.7594	46,579.389⁽²⁾⁽³⁾	D
Voting Common Stock	02/25/2005		S		5,000	D	$39.7505	41,579.389⁽²⁾⁽³⁾	D
Voting Common Stock	02/25/2005		S		10,000	D	$39.798	31,579.389⁽²⁾⁽³⁾	D
Voting Common Stock	02/25/2005		S		5,000	D	$39.7702	26,579.389⁽²⁾⁽³⁾	D
Voting Common Stock	02/25/2005		S		10,000	D	$39.712	16,579.389⁽²⁾⁽³⁾	D
Voting Common Stock	02/25/2005		S		8,500	D	$39.7041	8,079.389⁽²⁾⁽³⁾	D
Voting Common Stock	02/28/2005		M		54,500	A	$8.3333	62,579.389⁽²⁾⁽³⁾	D
Voting Common Stock	02/28/2005		S		2,500	D	$39.8077	60,079.389⁽²⁾⁽³⁾	D
Voting Common Stock	02/28/2005		S		2,500	D	$39.7778	57,579.389⁽²⁾⁽³⁾	D
Voting Common Stock	02/28/2005		S		2,500	D	$39.75	55,079.389⁽²⁾⁽³⁾	D
Voting Common Stock	02/28/2005		S		7,500	D	$39.3	47,579.389⁽²⁾⁽³⁾	D
Voting Common Stock	02/28/2005		M		48,000	A	$8.3333	95,579.389⁽²⁾⁽³⁾	D
Voting Common Stock	02/28/2005		M		40,000	A	$15.99	135,579.389⁽²⁾⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$8.85	02/24/2005		M			20,000	⁽¹⁾	04/19/2011	Voting Common Stock	20,000	$8.85	11,000	D
Employee Stock Option (right to buy)	$8.85	02/25/2005		M			11,000	⁽¹⁾	04/19/2011	Voting Common Stock	11,000	$8.85	0	D
Employee Stock Option (right to buy)	$8.3333	02/25/2005		M			47,500	⁽¹⁾	06/29/2010	Voting Common Stock	47,500	$8.3333	54,500	D
Employee Stock Option (right to buy)	$8.3333	02/28/2005		M			15,000	⁽¹⁾	06/29/2010	Voting Common Stock	15,000	$8.3333	39,500	D
Employee Stock Option (right to buy)	$8.3333	02/28/2005		M			39,500	⁽¹⁾	06/29/2010	Voting Common Stock	39,500	$8.3333	0	D
Employee Stock Option (right to buy)	$8.3333	02/28/2005		M			48,000	⁽¹⁾	06/29/2010	Voting Common Stock	48,000	$8.3333	0	D
Employee Stock Option (right to buy)	$15.99	02/28/2005		M			40,000	⁽¹⁾	02/06/2013	Voting Common Stock	40,000	$15.99	36,663	D

Explanation of Responses:

1. Fully Vested.

2. Includes 6,079.389 share purchased under the Issuer's Employee Stock Purchase Plan.

3. Includes 127,500 shares of common stock that Mr. Emerson has agreed to transfer to his spouse pursuant to a Marital Termination Agreement, dated February 24, 2005. Mr. Emerson has also agreed to transfer to his spouse unvested options to purchase an aggregate of 69,989 shares of common stock pursuant to the Marital Termination Agreement. The Marital Termination Agreement is subject to court approval, and Mr. Emerson anticipates completing the transfer to his spouse of the foregoing shares of common stock and options to purchase common stock upon court approval of the Marital Termination Agreement.

	Martin J. Emerson	02/28/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.