	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

AMERICAN HOMEPATIENT, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

026649103

(CUSIP Number)

Michael S. Minces

Highland Capital Management, L.P.

Two Galleria Tower

13455 Noel Road, Suite 800

Dallas, Texas 75240

(972) 628-4100

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

COPY TO:

Stephen Fraidin

Kirkland & Ellis LLP

153 East 53rd Street

New York, New York 10022

(212) 446-4800

May 30, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ý

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* 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 disclosures provided in a prior cover page.

The information required on 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).

CUSIP No. 026649103						13D	Page 2 of 8 Pages

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Highland Crusader Offshore Partners, L.P., a Bermuda partnership

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Bermuda

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,719,994

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 1,719,994

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,719,994

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.8%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 026649103						13D	Page 3 of 8 Pages

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Highland Capital Management, L.P., a Delaware limited partnership 75-2716725

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF/WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,719,994

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 1,719,994

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,719,994

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.8%

	14.	Type of Reporting Person (See Instructions) IA/PN

CUSIP No. 026649103						13D	Page 4 of 8 Pages

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Strand Advisors, Inc., a Delaware corporation 95-4440863

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,719,994

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 1,719,994

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,719,994

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.8%

	14.	Type of Reporting Person (See Instructions) CO

CUSIP No. 026649103						13D	Page 5 of 8 Pages

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) James Dondero

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF/PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,719,994

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 1,719,994

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,719,994

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.8%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 026649103

13D

Page 6 of 8 Pages

The Schedule 13D, filed on February 27, 2006 by Highland Crusader Offshore Partners, L.P., a Bermuda partnership, Highland Capital Management, L.P., a Delaware limited partnership, Strand Advisors, Inc., a Delaware corporation and James Dondero (together, the “Reporting Persons”), as amended by the Amendment No.1 filed on March 16, 2006 and Amendment No. 2 filed on May 9, 2006, relating to the shares of common stock, par value $0.01 per share (the “Common Stock”), of American HomePatient, Inc. (the “Issuer”), is hereby amended as set forth below by this Amendment No. 3. The principal executive office of the Issuer is located at 5200 Maryland Way, Suite 400, Brentwood, Tennessee 37027.

Item 4.	Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended by the addition of the following:
The Reporting Persons have decided to withdraw their offer to complete the acquisition of the entire outstanding equity of the Issuer proposed pursuant to the letter dated February 27, 2006 (the “Acquisition”). Based on the advice received and due diligence completed, the Reporting Persons have determined that it is not the right time to move forward with the Acquisition. However, the Reporting Persons may, in the future, take such other actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock or selling some or all of their Common Stock, alone or with others, pursuing discussions with the Issuer, other stockholders and third parties with regard to their investment in the Issuer.
Item 7.	Material to Be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended and restated as follows: Exhibit 99.1 - Schedule 13D Joint Filing Agreement, dated February 27, 2006, by and among Crusader Offshore, Highland Capital, Strand and James Dondero (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons on February 27, 2006).

CUSIP No. 026649103

13D

Page 7 of 8 Pages

SIGNATURES

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

Date: May 30, 2006

	JAMES DONDERO

		/s/ James Dondero
	Name: James Dondero


	STRAND ADVISORS, INC.


	By:	/s/ James Dondero
	Name: James Dondero
	Its: President


	HIGHLAND CAPITAL MANAGEMENT, L.P.


	By: Strand Advisors, Inc.
	Its: General Partner


	By:	/s/ James Dondero
	Name: James Dondero
	Its: President


	HIGHLAND CRUSADER OFFSHORE PARTNERS, L.P.


	By: Highland Crusader Fund GP, L.P.
	Its: General Partner

	By: Highland Crusader Fund GP, LLC
	Its: General Partner

	By: Highland Capital Management, L.P.
	Its: Sole Member

	By: Strand Advisors, Inc.
	Its: General Partner

CUSIP No. 026649103

13D

Page 8 of 8 Pages

	By:	/s/ James Dondero
	Name: James Dondero
	Its: President

Under the Securities Exchange Act of 1934 (Amendment No. 3)*

Under the Securities Exchange Act of 1934
(Amendment No. 3)*