8-K

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 26, 2006

MEDCATH CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-33009	56-2248952
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation or organization)

10720 Sikes Place
Charlotte, North Carolina 28277
(Address of principal executive offices, including zip code)

(704) 708-6600
(Registrant’s telephone number, including area code)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13d-4(c))

Item 8.01. Other Events

On January 26, 2006, MedCath Corporation (“MedCath” or the “Company”) issued a press release announcing that its wholly-owned subsidiary, MedCath Holdings Corp. (“MedCath Holdings”), has completed a cash tender offer for its 9 7/8% senior notes due 2012. MedCath Holdings accepted for purchase and paid for $11,865,000 principal amount of notes tendered.

A copy of the press release is furnished as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

Exhibit 99.1      Press Release dated January 26, 2006

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.

	MEDCATH CORPORATION
Date: January 26, 2006	By:	/s/James E. Harris
		James E. Harris Executive Vice President and Chief Financial Officer

Page 2

EX-99.1

MEDCATH CONTACTS:
John Casey	Jamie Harris
Chairman & Chief Executive Officer	Chief Financial Officer
(704) 708-6600	(704) 708-6600

MEDCATH CORPORATION ANNOUNCES EXPIRATION OF CASH TENDER OFFER
FOR ITS 9 7/8% SENIOR NOTES DUE 2012

CHARLOTTE, N.C., Jan. 26 /PRNewswire-FirstCall/ — MedCath Corporation (Nasdaq: MDTH) today announced that its wholly-owned subsidiary, MedCath Holdings Corp. (“MedCath Holdings”), has completed an offer to purchase at par up to $30,330,000 in aggregate principal amount of 9 7/8% senior notes due 2012 (CUSIP 58404UAB9). The tender offer for the notes expired at 5:00 p.m., New York City time, on January 23, 2006 (the “Expiration Time”) and is subject to the terms and conditions set forth in the Company’s Offer to Purchase for Cash, dated December 21, 2005 (the “Offer to Purchase”). MedCath Holdings accepted for purchase and paid for $11,865,000 principal amount of notes tendered prior to the Expiration Time. Holders who validly tendered notes prior to the Expiration Time received total consideration per $1,000.00 principal amount of Notes tendered of $1,000.00, plus accrued and unpaid interest on the Notes tendered up to, but not including, the payment date.

MedCath Corporation, headquartered in Charlotte, N.C., develops, owns and operates hospitals in partnership with physicians, most of whom are cardiologists and cardiovascular surgeons. While each of its hospitals is licensed as a general acute care hospital, MedCath focuses on serving the unique needs of patients suffering from cardiovascular disease. Together with its physician partners who own equity interests in them, MedCath owns and operates 12 hospitals with a total of 727 licensed beds, located in Arizona, Arkansas, California, Louisiana, New Mexico, Ohio, South Dakota and Texas. In addition to its hospitals, MedCath provides cardiovascular care services in diagnostic and therapeutic facilities located in various states and through mobile cardiac catheterization laboratories.