8-K

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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): January 28, 2005




                                TEAM HEALTH, INC.
               (Exact Name of Registrant As Specified In Charter)



          TENNESSEE                  333-80337                62-1562558
(State or Other Jurisdiction     (Commission File           (IRS Employer
      of Incorporation)               Number)            Identification No.)



                     1900 WINSTON ROAD, KNOXVILLE, TN 37919
          (Address of Principal Executive Offices, including Zip Code)



                                 (865) 693-1000
              (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 (see General Instruction A.2. below):

[ ] 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))

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ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

      On January 28, 2005 Team Health, Inc. amended the employment agreement
between the Company and Gregory S. Roth, President and Chief Operating Officer
dated October 4, 2004. The amendment increases the additional consideration paid
to Mr. Roth for the execution of the agreement from $50,000 to $100,000 while
removing contingent repayment provisions.

      A copy of amendment is filed as an exhibit to this Form 8-K.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

      (c)   Exhibits furnished pursuant to Item 1.01

            10.29  Greg S. Roth employment agreement amendment

                                   SIGNATURES

   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.


                                             TEAM HEALTH, INC.
                                             (Registrant)


                                             /s/ Robert J. Abramowski
                                             -----------------------------------
Date: January 28, 2005                       Robert J. Abramowski
                                             Executive Vice President of Finance
                                             and Administration



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EX-10.29

                                                                   Exhibit 10.29


                               RESTATED EXHIBIT B

- -     Reimbursement for reasonable expenses incurred in Employee's three House
      hunting trips to Knoxville all in accordance with the Company's expense
      reimbursement policies. (a).

- -     Packing, Transportation and reasonable Insurance thereon by a Team Health
      approved mover of household goods (a).

- -     Reimbursement for up to 45 days of temporary housing payments in
      Knoxville, TN while Employee simultaneously maintain a residence in
      Brentwood, TN and up to an additional 45 days of temporary housing once
      Employee and his family have relocated to Knoxville, TN. This
      reimbursement is subject to the Company's expense reimbursement policies.

- -     Employee will be reimbursed for the costs for up to 90 days storage in
      Knoxville, TN of Employee's household goods.

- -     Employer will reimburse Employee up to a maximum of fifty thousand
      ($50,000) dollars for the customary closing costs associated with
      Employee's sale of his residence in Brentwood, TN, and his purchase of a
      residence in the Knoxville, TN area, including any costs associated with
      either residence related to (i) real estate commissions, (ii) interest or
      points, or (iii) attorneys fees. (a)

- -     As additional consideration for the execution of this Agreement by
      Employee and Employees performance in accordance with this Agreement, and
      in lieu of Employer assuming any risk for the sale of Employee's current
      residence, Employer agrees to pay Employee One Hundred Thousand ($100,000)
      dollars as a bonus, one half to be paid within 10 days after the Effective
      Date and the other half on or before December 31, 2004.

This Restated Exhibit B is acknowledged as a replacement to the former Exhibit B
to the Employment Agreement between Greg Roth and Team Health, dated as of
October 4, 2004.

Dated this 28th day of January, 2005.

S/ Lynn Massingale            S/ Gregory S. Roth
Team Health by Lynn           Gregory S. Roth
Massingale, Chief Executive
Officer

- -----------------------------

      (a)   Grossed up for Federal Income Taxes.



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