Sec Form 4 Filing - DREYER DAVID C @ AMN HEALTHCARE SERVICES INC - 2009-04-12

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 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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1. Name and Address of Reporting Person DREYER DAVID C 2. Issuer Name and Ticker or Trading Symbol AMN HEALTHCARE SERVICES INC [ AHS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO / CAO (Last) (First) (Middle) 12400 HIGH BLUFF DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 04/12/2009 (Street) SAN DIEGO, CA92130 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 04/12/2009 M 12,221 A $ 6.41 15,738 D Common Stock 04/12/2009 F( 13 ) 4,369 D $ 6.41 11,369 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Stock Options (Right to buy) $ 11.83 09/20/2005 09/20/2014 Common Stock 100,000 100,000 ( 1 ) D Stock Options (Right to buy) $ 14.86 05/04/2006 05/04/2015 Common Stock 125,000 125,000 ( 1 ) D Restricted Stock Units ( 2 ) 04/12/2009 M 12,221 ( 12 ) ( 3 ) ( 6 ) Common Stock 12,221 ( 12 ) 0 D Stock Appreciation Rights $ 18.03 ( 4 ) 04/12/2016 Common Stock 18,761 18,761 D Restricted Stock Units ( 2 ) ( 5 ) ( 6 ) Common Stock 19,531 19,531 D Stock Appreciation Rights $ 24.95 ( 9 ) 04/18/2017 Common Stock 21,596 21,596 D Stock Appreciation Rights $ 16.18 ( 8 ) 04/08/2018 Common Stock 32,056 32,056 D Restricted Stock Units ( 2 ) ( 7 ) ( 6 ) Common Stock 28,991 28,991 D Stock Appreciation Rights $ 8.71 ( 10 ) 01/07/2019 Common Stock 42,100 42,100 D Restricted Stock Units ( 2 ) ( 11 ) ( 6 ) Common Stock 24,477 24,477 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DREYER DAVID C 12400 HIGH BLUFF DRIVE SAN DIEGO, CA92130 CFO / CAO Signatures /s/ David C Dreyer 04/12/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The options to purchase share of Common Stock were granted pursuant to the AMN Healthcare Services, Inc. Stock Option Plan. The shares become vested in four equal installments on the first, second, third and fourth anniversary of the grant date. ( 2 )The Restricted Stock Units were granted pursuant to the AMN Healthcare Equity Plan. Each restricted stock unit represents a contingent right to receive one share of Common Stock. ( 3 )The Restricted Stock Units were granted on April 12, 2006 and vest on April 12, 2009, provided, however, the Restricted Stock Units shall vest on an accelerated basis on May 12, 2007, in the incremental amount of 33% should the Company achieve or exceed specified earnings before interest, depreciation, taxes and amoritization (EBITDA) targets for fiscal year 2006 and on April 12, 2008, in the amount of 34% should the Company achieve or exceed specified EBITDA targets for the fiscal year 2007. The settlement date of the Restricted Stock Units shall be the vesting date unless the grantee otherwise elects under the terms of the Company's 2005 Amended and Restated Executive Nonqualified Excess Plan. ( 4 )The Stock Appreciation Rights were gra nted on April 12, 2006 pursuant to the AMN Healthcare Equity Plan. The Stock Appreciation Rights vest over three years on the anniversary date of the grant in increments of 33%, 34% and 33%, respectively. ( 5 )The Restricted Stock Units were granted on April 18, 2007 and vest on April 18, 2010 provided, however, the Restricted Stock Units shall vets on an accelerated basis on May 18, 2008, in the incremental amount of 33% should the Company achieve or exceed specified earnings before interest, taxes, depreciation and amortization (EBITDA) targets for the fiscal year 2007 and on April 18, 2009, in the amount of 34% should the Company achieve or exceed EBITDA targets for the fiscal year 2008. The settlement date of the Restricted Stock Units shall be the vesting date unless the grantee otherwise elects under the terms of the Company's 2005 Amended and Restated Executive Nonqualified Excess Plan. ( 6 )The Restricted Stock Units do not have an expiration date. ( 7 )The Restricted Stock Units were granted on April 8, 2008 and vest on the third anniversary of the grant date, provided, however, the Restricted Stock Units shall vest on an accelerated basis thirteen months after the grant date, in the incremental amount of 33% should the Company achieve or exceed specified earnings before interest, taxes, depreciation and amortization (EBITDA) targets for the previous fiscal year and on the second anniversary of the grant date in the amount of 34% should the Company achieve or exceed EBITDA target for the previous fiscal year. The settlement date of the Restricted Stock Units shall be the vesting date unless the grantee otherwise elects under the terms of the Company's 2005 Amended and Restated Executive Nonqualified Excess Plan. ( 8 )The Stock Appreciation Rights were granted on April 8, 2008 pursuant to the AMN Healthcare Equity Plan. The Stock Appreciation Rights vest over three years on the anniversary date of the grant in increments of 33%, 34% and 33%, respectively. ( 9 )The Stock Appreciation Rights were granted on April 18, 2007 pursuant to the AMN Healthcare Equity Plan. The Stock Appreciation Rights vest over three years on the anniversary date of the grant in increments of 33%, 34% and 33%, respectively. ( 10 )The Stock Appreciation Rights were granted on January 7, 2009 pursuant to the AMN Healthcare Equity Plan. The Stock Appreciation Rights vest over three years on the anniversary date of the grant in increments of 33%, 34% and 33%, respectively. ( 11 )The Restricted Stock Units were granted on January 7, 2009 and vest on the third anniversary of the grant date, provided, however, the Restricted Stock Units shall vest on an accelerated basis thirteen months after the grant date, in the incremental amount of 33% should the Company achieve or exceed specified earnings before interest, taxes, depreciation and amortization (EBITDA) targets for the previous fiscal year and on the second anniversary of the grant date in the amount of 34% should the Company achieve or exceed EBITDA target for the previous fiscal year. The settlement date of the Restricted Stock Units shall be the vesting date unless the grantee otherwise elects under the terms of the Company's 2005 Amended and Restated Executive Nonqualified Excess Plan. ( 12 )Common Stock acquired on the vesting of Restricted Stock Units. ( 13 )Number of shares withheld for tax purposes.

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