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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * LEEDLE BEN R JR   2. Issuer Name and Ticker or Trading Symbol HEALTHWAYS, INC [HWAY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 3841 GREEN HILLS VILLAGE DR 3. Date of Earliest Transaction (Month/Day/Year) 05/29/2002 (Street) NASHVILLE, TN 37215 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) Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option to Buy

$ 2.78 (5)

05/29/2002

J(1)

5,625 (5)

03/19/1999(2)

03/19/2008

Common Stock

5,625 (5)

(4)

5,625 (5)

D

Option to Buy

$ 2.48 (5)

05/29/2002

J(1)

9,188 (5)

09/29/1999(3)

09/29/2008

Common Stock

9,188 (5)

(4)

9,188 (5)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LEEDLE BEN R JR 3841 GREEN HILLS VILLAGE DR NASHVILLE, TN 37215			President and CEO

Signatures

/s/ Mary A. Chaput, by power of attorney for Ben R. Leedle, Jr.		05/15/2007
**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)	Pursuant to a Marital Dissolution Agreement effective May 29, 2002, the Reporting Person transferred all of the economic benefits of the reported options to his ex-wife. Under the Company's 1996 Stock Incentive Plan, as amended, the reported options are not transferable to the Reporting Person's ex-wife, and therefore, the Reporting Person is deemed to hold the reported options solely for the benefit of his ex-wife and must exercise the options solely at the direction of his ex-wife, who is entitled to the shares issued upon exercise. The Reporting Person disclaims all beneficial ownership of the reported options.
(2)	Option vested 25% per year beginning on 3/19/1999.
(3)	Option vested 25% per year beginning on 9/29/1999.
(4)	Information in this column is left blank because the transaction represents the transfer of a security.
(5)	Reflects the November 2001 three-for-two stock split and the December 2003 two-for-one stock split.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.