SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

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 9, 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, 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. 2. 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 withdrawn their nomination of Patrick H. Daugherty for election to the board of directors of the Issuer at the 2006 annual meeting of shareholders of the Issuer and no longer intend to seek shareholder approval to amend the Issuer’s bylaws at the 2006 annual meeting of shareholders of the Issuer. A copy of the Reporting Persons’ withdrawal letter to the Issuer is attached hereto as Exhibit 99.3 and incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
Paragraph (a), clause (i) of Item 5 of the Schedule 13D is hereby amended and restated as follows: (a) (i) Crusader Offshore is the record owner of 100 shares of Common Stock and the direct beneficial owner of 1,719,894 shares of Common Stock, collectively representing 9.8% of the outstanding Common Stock of 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). Exhibit 99.2 - Letter to the Board of Directors of the Issuer, dated February 27, 2006, from Highland Capital (incorporated by reference to Exhibit 99.2 to the Schedule 13D filed by the Reporting Persons on February 27, 2006). Exhibit 99.3 - Letter to the Issuer, dated May 8, 2006, from Highland Capital.

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 9, 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

EX-99.3

Exhibit 99.3

[Highland Capital Management, L.P. Letterhead]

May 8, 2006

Corporate Secretary

American HomePatient, Inc.

5200 Maryland Way, Suite 400

Brentwood, Tennessee 37027-5018

Re:  Director nomination and bylaws amendments withdrawal

Effective immediately, we withdraw the nomination of Patrick H. Daugherty for election to the board of directors of American HomePatient, Inc. (the “Company”) at the 2006 annual meeting of shareholders of the Company.  In addition, we no longer intend to seek shareholder approval to amend certain provisions of the Company’s bylaws at the 2006 annual meeting of shareholders of the Company.

Very truly yours,
Highland Capital Management, L.P.
By:	Strand Advisors, Inc.,
	its general partner
By:	/s/ Patrick H. Daugherty
	Name:
	Title: