8-K

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 Exchange Act of 1934

Date of Report (Date of earliest event reported): 11/22/06

Amedisys, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 0-24260

Delaware	11-3131700
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

11100 Mead Road

Suite 300

Baton Rouge, LA 70816

(Address of principal executive offices, including zip code)

(225) 292-2031

(Registrant’s telephone number, including area code)

(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:

¨ 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))

Item 7.01 Regulation FD Disclosure

On November 22, 2006, Amedisys, Inc. (the “Company”) issued a press release announcing the closing of a public offering of the Company’s common stock and paydown of term loan. A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

The information in provided under Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. The information provided under Item 7.01 of this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or document pursuant to the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

Not applicable

(b) Pro Forma Financial Information

Not applicable

(c) Exhibits

99.1 Press release dated November 22, 2006 announcing the closing of a public offering of the Company’s common stock and paydown of term loan

Signature(s)

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.

Amedisys, Inc.
Date: November 22, 2006	by:	/s/ Donald Loverich, Jr.
		Donald Loverich, Jr.
		Principal Accounting Officer and Treasurer (Principal Financial Officer)

Exhibit Index

Exhibit No.	Description
99.1	Press release dated November 22, 2006 announcing the closing of a public offering of the Company’s common stock and paydown of term loan

EX-99.1

Contact:	Amedisys, Inc.	Noonan Russo
	President and Chief Operating Officer	Investors/Media
	Larry R. Graham	Brian Ritchie
	225.292.2031	212.845.4269
	lgraham@amedisys.com	brian.ritchie@eurorscg.com

AMEDISYS ANNOUNCES CLOSING OF PUBLIC OFFERING OF COMMON STOCK

AND PAYDOWN OF TERM LOAN

BATON ROUGE, Louisiana (November 22, 2006)—Amedisys, Inc. (Nasdaq: “AMED”, “Amedisys” or “the Company”), one of America’s leading home health nursing companies, announced today that it closed its offering of 3,000,000 shares of its common stock at $41.50 per share for net proceeds of approximately $117.9 million. For a period of 30 days following the offering, the underwriters of the offering have an option to purchase an additional 450,000 shares of Amedisys, Inc. common stock at a 5% discount to the offering price to cover over-allotments. If exercised in full, the over-allotment will result in additional net proceeds to Amedisys of approximately $17.7 million. The share numbers in the offering do not take into account the impact of the four-for-three stock split announced by the Company on October 25, 2006. The record date for the stock split will be November 27, 2006.

The Company today used approximately $43.2 million of the total proceeds from the offering to pay down and extinguish the term loan portion of its senior secured credit facility with Wachovia Bank, N.A., and paid the associated accrued interest. Amedisys intends to use the remaining proceeds for general corporate purposes, including working capital and possible acquisitions.

The managing underwriters of the offering were: Raymond James & Associates, Inc., Wachovia Capital Markets, LLC, UBS Investment Bank, CIBC World Markets Corp., and J.P. Morgan Securities Inc. A copy of the final prospectus may be obtained from Raymond James & Associates, Inc. at 880 Carillon Parkway, St. Petersburg, Florida 33716.

A registration statement relating to these securities was filed with the Securities and Exchange Commission on October 27, 2006. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Amedisys, Inc., one of America’s leading home health nursing companies, is headquartered in Baton Rouge, Louisiana. Its common stock trades on the Nasdaq Global Select Market under the symbol “AMED”.

This press release includes statements that may constitute “forward-looking” statements, usually containing the words “believe,” “estimate,” “project,” “expect” or similar expressions. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, continued acceptance of the Company’s services in the marketplace, competitive factors, changes in government reimbursement procedures, dependence upon third-party vendors, and other risks discussed in the Company’s periodic filings with the Securities and Exchange Commission. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release.

Additional information on the Company can be found at: http://www.amedisys.com.

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