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 *
  ROBINSON DAVID ERIC
 2. Date of Event Requiring Statement (Month/Day/Year)
02/24/2009		 3. Issuer Name and Ticker or Trading Symbol
ATHENAHEALTH INC [ATHN]
(Last)
(First)
(Middle)
C/O ATHENAHEALTH, INC., 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)
EVP and COO
 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)

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) 05/24/2009(1) 03/02/2019 Common Stock 210,000 $ 25.67 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ROBINSON DAVID ERIC
C/O ATHENAHEALTH, INC.
311 ARSENAL STREET
WATERTOWN, MA 02472		       EVP and COO  

Signatures

/s/ Daniel H. Orenstein Attorney-in-Fact 03/23/2009
**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) Subject to Reporting Person's continued relationship with Issuer, this option vests and becomes exercisable over a four-year period at a rate of 13,125 shares at the end of each three-month period following the vesting start date, February 24, 2009, until fully vested and exercisable on February 24, 2013.
 
Remarks:
This Form 3 is filed late because of delay in obtaining filing codes (the Reporting Person previously reported under a different issuer). The Reporting Person became Executive Vice President and Chief Operating Officer of the Issuer effective February 24, 2009.

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.