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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1. Name and Address of Reporting Person * KAHANE STEPHEN N   2. Issuer Name and Ticker or Trading Symbol ATHENAHEALTH INC [ATHN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President, Enterprise Services (Last) (First) (Middle) 311 ARSENAL STREET 3. Date of Earliest Transaction (Month/Day/Year) 04/12/2013 (Street) WATERTOWN, MA 02472 4. If Amendment, Date Original Filed(Month/Day/Year) 04/16/2013 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 Common Stock 04/12/2013   M   4,500 A $ 45.1 114,520 (1) D   Common Stock 04/12/2013   M   2,560 A $ 45.1 117,080 D   Common Stock 04/12/2013   S   14,035 (2) D $ 94.57 (3) 103,045 D   Common Stock 04/12/2013   S   3,158 (2) D $ 95.34 (4) 99,887 D   Common Stock 04/16/2013   S   9,125 (2) D $ 95.1 90,762 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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 45.1

04/12/2013

M

4,500

03/01/2012

03/01/2021

Common Stock

4,500

$ 0

9,000

D

Stock Option (Right to Buy)

$ 45.1

04/12/2013

M

2,560

03/01/2013

03/01/2021

Common Stock

2,560

$ 0

15,561

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KAHANE STEPHEN N 311 ARSENAL STREET WATERTOWN, MA 02472			President, Enterprise Services

Signatures

/s/ Daniel H. Orenstein Attorney-in-Fact		04/25/2013
**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)	Includes 163 shares purchased pursuant to the Issuer's 2007 Employee Stock Purchase Plan on March 31, 2013, which transaction is considered exempt pursuant to Rule 16b-3(c) promulgated under the Securities Exchange Act of 1934.
(2)	The sales reported on this Form 4 were made pursuant to a written trading plan adopted by the Reporting Person on February 12, 2013, in accordance with Rule 10b5-1.
(3)	This price represents the weighted average of sales ranging from $94.11 to $95.10. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
(4)	This price represents the weighted average of sales ranging from $95.13 to $95.83. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
Remarks: On March 8, 2013, the Reporting Person filed a Form 4 incorrectly reporting 1,237 unearned performance-based restricted stock units when in fact 1,759 units were not earned. As a result of the error, the amount of shares beneficially owned by the Reporting Person on the Form 4 filed April 16, 2013, was incorrect.  This Form 4/A reflects the correct beneficial ownership of the Reporting Person.

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