Edgar Filing: AMEDISYS INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GRAHAM LARRY R

2. Issuer Name and Ticker or Trading Symbol
AMEDISYS INC [AMED]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
COO and President

(Last)

(First)

(Middle)

5959 S. SHERWOOD FOREST BLVD.

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2007

(Street)

BATON ROUGE, LA 70816

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/30/2007		M⁽¹⁾		1,778 ⁽⁵⁾	A	$ 44.25	4,539 ⁽³⁾ ⁽⁵⁾ ⁽⁹⁾	I	By Spouse
Common Stock	10/30/2007		S⁽¹⁾		1,778 ⁽⁵⁾	D	$ 44.25	2,761 ⁽³⁾ ⁽⁵⁾ ⁽⁹⁾	I	By Spouse
Common Stock	10/30/2007		M⁽¹⁾		10,000 ⁽⁵⁾	A	$ 21.89	12,761 ⁽³⁾ ⁽⁵⁾ ⁽⁹⁾	I	By Spouse
Common Stock	10/30/2007		S⁽¹⁾		10,000 ⁽⁵⁾	D	$ 44.25	2,761 ⁽³⁾ ⁽⁵⁾ ⁽⁹⁾	I	By Spouse
Common Stock								25,582 ⁽³⁾	I	Through 401(k) Plan
Common Stock								13,745 ⁽³⁾ ⁽⁵⁾ ⁽⁸⁾	I	By Spouse Through 401(k) Plan
Common Stock								40,730 ⁽³⁾ ⁽¹⁰⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 13.58 ⁽⁴⁾

10/30/2007

M⁽¹⁾

1,778 ⁽⁴⁾ ⁽⁵⁾

02/26/2005⁽²⁾

02/25/2014

Common Stock

1,778

$ 0

By Spouse

Employee Stock Option (Right to Buy)

$ 21.89 ⁽⁶⁾

10/30/2007

M⁽¹⁾

10,000 ⁽⁵⁾ ⁽⁶⁾

01/14/2005⁽⁷⁾

01/13/2015

Common Stock

10,000

$ 0

By Spouse

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GRAHAM LARRY R 5959 S. SHERWOOD FOREST BLVD. BATON ROUGE, LA 70816			COO and President

Signatures

/s/ Larry R. Graham		10/31/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person's spouse.
(2)	33.33% exercisable on the date indicated, 33.33% exercisable on February 26, 2006 and 33.33% exercisable on February 26, 2007.
(3)	On December 4, 2006, the common stock of Amedisys, Inc. split 4-for-3. Ownership totals are reflected on a split-adjusted basis.
(4)	This option was previously reported as covering a total of 4,000 shares at an exercise price of $18.10 per share (immediately prior to the transaction date, options covering only 1,778 shares remained issued and outstanding), but was adjusted to 5,334 shares at an exercise price of $13.58 as a result of the 4-for-3 stock split that occurred on December 4, 2006.
(5)	The reporting person disclaims beneficial ownership of these securities. This report shall not be deemed an admission of beneifcial ownership of these securities, for purposes of Section 16 or for other purposes.
(6)	This option was previously reported as covering a total of 7,500 shares at an exercise price of $29.18 per share, but was adjusted to 10,000 shares at an exercise price of $21.89 as a result of the 4-for-3 stock split that occurred on December 4, 2006.
(7)	33.33% exercisable on the date indicated, 33.33% exercisable on February 26, 2006 and 33.33% exercisable on February 26, 2007.
(8)	Includes 26 shares acquired under AMED's 401(k) plan by the reporting person's spouse since the date of the reporting person's last ownership report.
(9)	Includes 293 shares acquired under AMED's Employee Stock Purchase Plan since the date of the reporting person's last ownership report.
(10)	Includes 10,624 shares owned jointly with the reporting person's spouse.

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