Sec Form 4 Filing - BAILEY BARY @ AMN HEALTHCARE SERVICES INC - 2010-11-08

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 BAILEY BARY 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, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 11/08/2010 (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 11/08/2010 P 7,500 A $ 4.7872 15,800 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 Restricted Stock Units ( 1 ) ( 4 ) ( 2 ) ( 3 ) Common Stock 47,929 47,929 D Stock Appreciation Rights ( 1 ) $ 6.57 ( 5 ) 07/20/2019 Common Stock 219,834 219,834 D Restricted Stock Units ( 6 ) ( 7 ) ( 3 ) Common Stock 37,370 37,370 D Stock Appreciation Rights $ 8.78 ( 5 ) 02/02/2020 Common Stock 64,650 64,650 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BAILEY BARY 12400 HIGH BLUFF DRIVE SUITE 100 SAN DIEGO, CA92130 CFO/CAO Signatures Bary G. Bailey 11/08/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Restricted Stock Units and Stock Appreciation Rights granted on July 20, 2009 to Mr. Bailey were issued under the employee inducement exception to shareholder approved plans pursuant to New York Stock Exchange rule 303A.08. ( 2 )The Restricted Stock Units (RSU) vest on the third anniversary of the grant date; notwithstanding the foregoing, in the event the Company achieves its 2010 EBITDA target, 33% will vest on the second anniversary. ( 3 )The Restricted Stock Units do not have an expiration date. ( 4 )The Restricted Stock Units and Stock Appreciation Rights granted on July 20, 2009 to Mr. Bailey were issued under the employee inducement exception to shareholder approved plans pursuant to New York Stock Exchange rule 303A.08. Each RSU represents a contingent right to receive one share of Common Stock. ( 5 )The Stock Appreciation Rights vest over three years on the anniversary of the date of the grant in increments of 33%, 34% and 33% respectively. ( 6 )The Restricted Stock Units were granted pursuant to the AMN Healthcare Equity Plan. Each Restricted Stock Unit represents a contingent right ot receive one share of Common Stock. ( 7 )The Restricted Stock Units were granted on February 2, 2010 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) threshold 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 specified EBITDA threshold 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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