8-K/A

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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 10, 2007

AMEDISYS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of

Incorporation or Organization)

0-24260	11-3131700
(Commission File Number)	(I.R.S. Employer Identification No.)

5959 S. Sherwood Forest Blvd., Baton Rouge, LA 70816

(Address of principal executive offices including zip code)

(800) 467-2662

(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:

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

¨ Soliciting material pursuant to Rule 14a-12 under the Securities 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-(c) under the Exchange Act (17 CFR 240.13e-(c))

Item 7.01 Regulation FD Disclosure

On January 10, 2007, Amedisys, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial 8-K”) with the Securities and Exchange Commission furnishing as Exhibit 99.1 thereto certain slides to be used by Company management at investor conferences during 2007. The slides included financial information not prepared in accordance with generally accepted accounting principles (“Non-GAAP Financial Measures”).

This Amendment No. 1 on Form 8-K/A is being filed to amend the Initial 8-K for the sole purpose of including a reconciliation of the Non-GAAP Financial Measures included in the slides to financial information prepared in accordance with generally accepted accounting principles (“GAAP”), as required by Regulation G.

The reconciliations appear as Exhibit 99.2 to this Current Report on Form 8-K/A.

We are providing disclosure of the reconciliation of reported Non-GAAP Financial Measures used in our investor presentation, among other places, to our comparable financial measures on a GAAP basis. The Company believes that the Non-GAAP Financial Measures provide investors the ability to evaluate financial performance in a way that is comparable to measures reported by other home nursing companies.

The reconciliations are furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, unless we specifically incorporate it by reference in a document filed under the Securities Act of 1934.

By filing this report on Form 8-K/A and furnishing this information, we make no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

The information contained in the reconciliations is summary information that is intended to be considered in the context of our Securities and Exchange Commission (“SEC”) filings and other public announcements that we may make, by press release or otherwise, from time to time. We undertake no duty or obligation to publicly update or revise the information contained in this report, although we may do so from time to time as our management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

When included in this Current Report on Form 8-K/A, the words “expects,” “intends,” “anticipates,” “believes,” “estimates,” and analogous expressions are intended to identify forward-looking statements. Such statements inherently are subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include, among others, general economic and business conditions, current cash flows and operating deficits, debt service needs, adverse changes in federal and state laws relating to the health care industry, competition, regulatory initiatives and compliance with governmental regulations, customer preferences and various other matters, many of which are beyond the Company’s control. These forward-looking statements speak only as of the date of the Current Report on Form 8-K/A. The Company expressly disclaims any obligation or undertaking to release publicly any updates or any changes in the Company’s expectations with regard thereto or any changes in events, conditions or circumstances on which any statement is based.

Item 9.01 Financial Statements And Exhibits

(d) Exhibit No.

99.1	Investor Relations Slide Show in use beginning January 10, 2007 (previously filed as an exhibit to the Initial 8-K)
99.2(1)	Reconciliations of Non-GAAP Financial Measurements to GAAP Financial Statements

(1) Filed herewith.

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.

AMEDISYS, INC.
By:	/s/ Donald Loverich, Jr.
	Donald Loverich, Jr. Principal Accounting Officer and Treasurer (Principal Financial Officer)

DATE: January 12, 2007

EX-99.2

Exhibit 99.2

Amedisys, Inc.

Reconciliation of Non-GAAP Financial Measurements to GAAP Financial Statements

(In thousands)

	For the Years Ended								Nine-Month Period Ended September 30,
	2005			2004			2003		2006		2005
Net income	$	30,102		$	20,504		$	8,407	$	26,896	$	22,800
Add:
Provision for Income Taxes		18,638			12,855			5,220		17,052		14,824
Interest expense, net		1,468			(40	)		1,202		2,484		684
Depreciation and amortization		6,973			4,126			3,072		7,337		4,984
Earnings before interest, taxes, depreciation, and amortization (“EBITDA”)1	$	57,181		$	37,445		$	17,901	$	53,769	$	43,292
	Three-Month Period Ended										Full Year
	March 31, 2005			June 30, 2005			September 30, 2005		December 31, 2005		2005
Net income	$	7,110		$	7,930		$	7,760	$	7,302	$	30,102
Add:
Provision for Income Taxes		4,623			5,156			5,045		3,814		18,638
Interest expense, net		(236	)		(377	)		1,297		784		1,468
Depreciation and amortization		1,332			1,530			2,122		1,989		6,973
EBITDA1	$	12,829		$	14,239		$	16,224	$	13,889	$	57,181
	Three-Month Period Ended								Year to Date 2006
	March 31, 2006			June 30, 2006			September 30, 2006
Net income	$	7,284		$	9,053		$	10,559	$	26,896
Add:
Provision for Income Taxes		4,618			5,739			6,695		17,052
Interest expense, net		918			902			664		2,484
Depreciation and amortization		2,373			2,477			2,487		7,337
EBITDA1	$	15,193		$	18,171		$	20,405	$	53,769

¹ Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) is defined as net income before provision for income taxes, net interest expense, and depreciation and amortization. EBITDA should not be considered as an alternative to, or more meaningful than, income before income taxes, cash flow from operating activities, or other traditional indicators of operating performance. Rather, EBITDA is presented because it is a widely accepted supplemental financial measure that the Company believes provides relevant and useful information. This calculation of EBITDA may not be comparable to a similarly titled measure reported by other companies, since not all companies calculate this non-GAAP measure in the same manner.

Amedisys, Inc.

Reconciliation of Non-GAAP Financial Measurements to GAAP Financial Statements

(In thousands)

	September 30, 2006
Net debt / LTM EBITDA
Total Debt and capital lease obligations	$	47,929
Less:
Cash and cash equivalents		9,855
Net debt	$	38,074
4Q 2005 EBITDA	$	13,889
1Q 2006 EBITDA		15,193
2Q 2006 EBITDA		18,171
3Q 2006 EBITDA		20,405
Last Twelve Months EBITDA	$	67,658
Net debt / LTM EBITDA		0.56