8-K

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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported) March 14, 2005

A.D.A.M., Inc.
(Exact name of registrant as specified in its charter)

Georgia (State or other jurisdiction of incorporation)	000-26962 (Commission File Number)	58-1878070 (IRS Employer Identification No.)
1600 RiverEdge Parkway, Suite 100, Atlanta, Georgia (Address of principal executive offices)		30328 (Zip Code)

Registrant's telephone number, including area code (770) 980-0888

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):

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 240.13e-4(c))

ITEM 1.01. Entry Into a Material Definitive Agreement.

        On March 14, 2005, A.D.A.M., Inc. (the "Company") entered into amendments (the "Amendments") to the employment agreements between the Company and each of the Company's Chief Executive Officer and Chairman of the Board, Robert S. Cramer, and the Company's Chief Operating Officer, Kevin S. Noland. The Amendments extend by one year the severance benefits that each of these two officers is entitled to receive in the event of termination by the Company under certain circumstances, including termination without cause or as a result of a disability. The above summary of the Agreements is qualified in its entirety by reference to the text of the Agreements, copies of which are filed as Exhibits 10.1 and 10.2 to this report and are hereby incorporated by reference, and by reference to the text of the original employment agreements, copies of which are filed as Exhibits 10.3 and 10.4 to the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002, and to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001.

ITEM 9.01. Financial Statements and Exhibits.

        The following exhibits are filed with this Report.

Exhibit No.	Description
10.1	First Amendment to Amended and Restated Employment Agreement between the Company and Robert S. Cramer, dated March 14, 2005.
10.2	First Amendment to Employment Agreement between the Company and Kevin S. Noland, dated March 14, 2005.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	A.D.A.M., INC.
	By:	/s/  KEVIN S. NOLAND Kevin S. Noland President and Chief Operating Officer
Dated: March 18, 2005

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ITEM 1.01. Entry Into a Material Definitive Agreement.
ITEM 9.01. Financial Statements and Exhibits.

SIGNATURES

EX-10.1

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Exhibit 10.1

FIRST AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT

        THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Amendment") is entered into as of this    day of March, 2005 by and between A.D.A.M., Inc., a Georgia corporation (the "Company") and Robert S. Cramer, an individual resident of the State of Georgia ("Employee").

RECITALS

        WHEREAS, the Company and Employee entered into that certain Amended and Restated Employment Agreement, dated as of August 1, 2002 (the "Original Employment Agreement"); and

        WHEREAS, the parties wish to make certain amendments to certain provisions of the Original Employment Agreement and to memorialize such amendments hereby;

        NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual agreements and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto hereby agree as follows:

        (1)   The time period "one year" set forth in Section 4.3 of the Original Employment Agreement is hereby replaced with the time period "two years."

        (2)   The time period "one year" set forth in Section 4.4 of the Original Employment Agreement is hereby replaced with the time period "two years."

        (3)   This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

        (4)   Except as set forth above, the Original Employment Agreement shall continue as set forth immediately prior to the effectuation of the amendment set forth herein, and by its execution hereof, each of the parties hereto hereby confirms its agreement to the terms of the Original Employment Agreement as amended hereby.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

THE COMPANY		EMPLOYEE
A.D.A.M., INC.		ROBERT S. CRAMER
By:	/s/  FRANCIS J. TEDESCO, M.D.	/s/  ROBERT S. CRAMER
Name:	/s/  FRANCIS J. TEDESCO, M.D.
Title:	Chairman, Compensation Committee of the Board of Directors

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Exhibit 10.1

FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.2

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Exhibit 10.2

FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT

        THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is entered into as of this 14^th day of March, 2005 by and between A.D.A.M., Inc., a Georgia corporation (the "Company") and Kevin S. Noland, an individual resident of the State of Georgia ("Employee").

RECITALS

        WHEREAS, the Company and Employee entered into that certain Employment Agreement, dated as of February 21, 2002 (the "Original Employment Agreement"); and

        WHEREAS, the parties wish to make certain amendments to certain provisions of the Original Employment Agreement and to memorialize such amendments hereby;

        NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual agreements and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto hereby agree as follows:

        (1)   The time period "twelve (12) months" set forth in Section 2 of the Original Employment Agreement is hereby replaced with the time period "twenty-four (24) months."

        (2)   The phrase "for a period of twelve (12) months" set forth in Section 5(a) of the Original Employment Agreement is hereby replaced with the phrase "for a period of twenty-four (24) months."

        (3)   The time period "twelve (12) months" set forth in Section 6(b)(2) of the Original Employment Agreement is hereby replaced with the time period "twenty-four (24) months."

        (4)   This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

        (5)   Except as set forth above, the Original Employment Agreement shall continue as set forth immediately prior to the effectuation of the amendments set forth herein, and by its execution hereof, each of the parties hereto hereby confirms its agreement to the terms of the Original Employment Agreement as amended hereby.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

THE COMPANY		EMPLOYEE
A.D.A.M., INC.		KEVIN S. NOLAND
By:	/s/  FRANCIS J. TEDESCO, M.D.	/s/  KEVIN S. NOLAND
Name:	Francis J. Tedesco, M.D.
Title:	Chairman, Compensation Committee of the Board of Directors

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Exhibit 10.2

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT