Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Hedges Derek
 2. Date of Event Requiring Statement (Month/Day/Year)
02/25/2010		 3. Issuer Name and Ticker or Trading Symbol
ATHENAHEALTH INC [ATHN]
(Last)
(First)
(Middle)
311 ARSENAL STREET		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP Business Development
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WATERTOWN, MA 02472		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 1,548
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) 01/09/2007(1) 05/04/2016 Common Stock 500 $ 5.72 D  
Stock Option (Right to Buy) 01/01/2008(2) 03/15/2017 Common Stock 7,500 $ 7.39 D  
Stock Option (Right to Buy) 01/07/2009(3) 03/03/2018 Common Stock 10,000 $ 32.72 D  
Stock Option (Right to Buy) 01/05/2010(4) 03/02/2019 Common Stock 20,000 $ 25.67 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hedges Derek
311 ARSENAL STREET
WATERTOWN, MA 02472		       SVP Business Development  

Signatures

/s/ Daniel H. Orenstein Attorney-in-Fact 03/05/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) 100% vested.
(2) The Reporting Person was originally granted an option to purchase 15,000 shares and has to date exercised that option to purchase 7,500 of those shares. Subject to the Reporting Person's continued employment with the Issuer, the option vests and becomes exercisable in four equal annual installments beginning on January 1, 2008, until fully vested and exercisable on January 1, 2011.
(3) Subject to the Reporting Person's continued employment with the Issuer, the option vests and becomes exercisable in four equal annual installments beginning on January 7, 2009, until fully vested and exercisable on January 7, 2012.
(4) Subject to the Reporting Person's continued employment with the Issuer, the option vests and becomes exercisable in four equal annual installments beginning on January 5, 2010, until fully vested and exercisable on January 5, 2013.

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