S-8

As Filed With the Securities and Exchange Commission on March 29, 2008

Registration No. 333-_________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

AMSURG CORP.

(Exact Name of Registrant as Specified in Its Charter)

Tennessee	62-1493316
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)
20 Burton Hills Boulevard	37215
Nashville, Tennessee	(Zip Code)
(Address of Principal Executive Offices)

AmSurg Corp.
2006 Stock Incentive Plan, as amended
(Full Title of the Plan)

Claire M. Gulmi
20 Burton Hills Boulevard
Nashville, Tennessee 37215
(Name and Address of Agent for Service)

(615) 665-1283
(Telephone Number, Including Area Code, of Agent for Service)

Copy to:
J. James Jenkins, Jr., Esq.
Bass, Berry & Sims PLC
315 Deaderick Street, Suite 2700
Nashville, Tennessee 37238-3001

CALCULATION OF REGISTRATION FEE

Title of Each Class
of Securities To Be	Amount To Be	Proposed Maximum			Proposed Maximum			Amount Of
Registered	Registered (1)	Offering Price Per Share			Aggregate Offering Price			Registration Fee
Common Stock	702,045 shares	$	23.39	(2)	$	16,420,833	(2)	$	646

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement includes an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)	Estimated solely for the purpose of determining the amount of the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, and based on the average of the high and low price per share of the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on March 24, 2008.

TABLE OF CONTENTS

EX-23.1 Amsurg Corp.

Registration of Additional Securities

     This Registration Statement is filed pursuant to General Instruction E of Form S-8 for the purpose of registering additional shares of common stock, no par value, of AmSurg Corp., a Tennessee corporation (the “Registrant”), for the Registrant’s 2006 Stock Incentive Plan, as amended.

Incorporation by Reference of Earlier Registration Statements

     The Registration Statement on Form S-8 (Registration No. 333-134948) previously filed by the Registrant with the Securities and Exchange Commission is hereby incorporated by reference.

Item 8. Exhibits

Exhibit Number	Description
4.1	Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 10/A-4 (filed with the Commission on July 13, 2001))
4.2	Article 7 of the Registrant’s Second Amended and Restated Charter, as amended (restated electronically for filing purposes) (incorporated by reference to Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)
4.3	Articles 2 and 6 of the Registrant’s Second Amended and Restated Bylaws, as amended (incorporated by reference to Exhibit 4.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)
5.1	Opinion of Bass, Berry & Sims PLC
10.1	AmSurg Corp. 2006 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 99 to the Registrant’s Current Report on Form 8-K dated May 23, 2007)
10.2	Second Amendment to AmSurg Corp. 2006 Stock Incentive Plan (incorporated by reference to Exhibit 99 to the Registrant’s Current Report on Form 8-K dated March 28, 2008)
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature pages to this Registration Statement)

II-2

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on this 28th day of March, 2008.

AMSURG CORP.
By:	/s/ Claire M. Gulmi
	Claire M. Gulmi
	Senior Vice President, Chief Financial Officer and Secretary

     KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby constitutes and appoints Christopher A. Holden and Claire M. Gulmi, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Christopher A. Holden Christopher A. Holden	President, Chief Executive Officer and Director (Principal Executive Officer)	March 28, 2008
/s/ Claire M. Gulmi Claire M. Gulmi	Executive Vice President, Chief Financial Officer, Secretary and Director (Principal Financial and Accounting Officer)	March 28, 2008
/s/ Thomas G. Cigarran Thomas G. Cigarran	Chairman of the Board	March 28, 2008
/s/ James A. Deal James A. Deal	Director	March 28, 2008
/s/ Steven I. Geringer Steven I. Geringer	Director	March 28, 2008

II-3

Signature	Title	Date
/s/ Debora A. Guthrie Debora A. Guthrie	Director	March 28, 2008
/s/ Henry D. Herr Henry D. Herr	Director	March 28, 2008
/s/ Kevin P. Lavender Kevin P. Lavender	Director	March 28, 2008
/s/ Ken P. McDonald Ken P. McDonald	Director	March 28, 2008
/s/ Bergein F. Overholt, M.D. Bergein F. Overholt, M.D.	Director	March 28, 2008

II-4

EXHIBIT INDEX

Exhibit Number	Description
4.1	Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 10/A-4 (filed with the Commission on July 13, 2001))
4.2	Article 7 of the Registrant’s Second Amended and Restated Charter, as amended (restated electronically for filing purposes) (incorporated by reference to Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)
4.3	Articles 2 and 6 of the Registrant’s Second Amended and Restated Bylaws, as amended (incorporated by reference to Exhibit 4.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)
5.1	Opinion of Bass, Berry & Sims PLC
10.1	AmSurg Corp. 2006 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 99 to the Registrant’s Current Report on Form 8-K dated March 23, 2007)
10.2	Second Amendment to AmSurg Corp. 2006 Stock Incentive Plan (incorporated by reference to Exhibit 99 to the Registrant’s Current Report on Form 8-K dated March 28, 2008)
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature pages to this Registration Statement)

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 27, 2008 (which reports express an unqualified opinion and include an explanatory paragraph referring to the Company adopting the fair value recognition provisions of Statement of Financial Accounting Standards No. 123 (Revised 2004), Share Based Payment, effective January 1, 2006 and the recognition and measurement provisions of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an Interpretation of SFAS No. 109, effective January 1, 2007) relating to the financial statements and financial statement schedules of AmSurg Corp., and the effectiveness of AmSurg Corp.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of AmSurg Corp. for the year ended December 31, 2007.

       /s/ DELOITTE & TOUCHE LLP

Nashville, Tennessee
March 28, 2008