AMERICAN HOMEPATIENT INC
EX-10.3 AMENDMENT NO.1 TO 1995 PLAN
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>3
<FILENAME>g94059exv10w3.txt
<DESCRIPTION>EX-10.3 AMENDMENT NO.1 TO 1995 PLAN
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                                                                    EXHIBIT 10.3

         AMENDMENT OF 1995 NONQUALIFIED STOCK OPTION PLAN FOR DIRECTORS

                               AMENDMENT NO. 1 TO
              1995 NONQUALIFIED STOCK OPTION PLAN FOR DIRECTORS OF
                           AMERICAN HOMEPATIENT, INC.

      Amendment No. 1 to 1995 Nonqualified Stock Option Plan for Directors (the
"Plan") of American HomePatient, Inc. (the "Corporation") as approved by the
Board of Directors of the Corporation on February 10, 2000.

      The Plan shall be amended by deleting paragraph 3 thereof and replacing it
with a new number 3 so that, as amended, said paragraph 3 shall be and read as
follows:

      3.    Stock Subject to the Plan. There will be reserved for issuance upon
      the exercise of Options 600,000 shares of Common Stock, which will be
      authorized and unissued Common Stock. If an Option expires or terminates
      for any reason without being exercised in full, the shares subject thereto
      which have not been purchased will again be available for purposes of the
      Plan. The number of shares as to which Options may be granted under the
      Plan will be proportionately adjusted, to the nearest whole share, in the
      event of any stock dividend, stock split, share combination or similar
      recapitalization involving the Common Stock, any merger, consolidation or
      reorganization, or any spin-off, spin-out or other significant
      distribution of assets of stockholders for which the Corporation receives
      no consideration. In the event that there is an insufficient number of
      authorized shares of Common Stock available to allow exercise of the
      Options on the date of any grant hereunder, such Options will not be
      exercisable until there are sufficient shares of Common Stock authorized
      for issuance.

      The Plan shall be amended by deleting paragraph 6(a) thereof and replacing
it with a new number 6(a) so that, as amended, said paragraph 6(a) shall be and
read as follows:

      6.(a) Grant of Options. An Option to acquire 50,000 shares will be granted
      to each director of the Corporation upon the date of his or her initial
      election to the Board. Additionally, each individual serving on the Board
      on the last day of the Corporation's fiscal year who has served on the
      Board for at least six (6) months during such fiscal year will be granted
      an Option to acquire 5,000 shares on the last day of such calendar year.

      If the Corporation's fiscal year is changed, individuals will be eligible
      to receive an annual Option to acquire 5,000 shares for the Corporation's
      interim fiscal period, so long as such interim period is at least six (6)
      months long and the individual satisfies the service requirements set
      forth immediately above.

                                                              -End of Amendment-
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