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 *   CARDINAL HEALTH PARTNERS LP 2. Date of Event Requiring Statement (Month/Day/Year) 09/19/2007 3. Issuer Name and Ticker or Trading Symbol ATHENAHEALTH INC [ATHN] (Last) (First) (Middle) C/O CARDINAL PARTNERS, 600 ALEXANDER PARK, SUITE 204 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) PRINCETON, NJ 08540 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ 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
Series C preferred stock	  (1)	  (2)	Common Stock	1,915,246	$ (1)	I	See Footnote. (3)
Series D preferred stock	  (1)	  (2)	Common Stock	1,450,944	$ (1)	I	See Footnote. (4)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CARDINAL HEALTH PARTNERS LP C/O CARDINAL PARTNERS 600 ALEXANDER PARK, SUITE 204 PRINCETON, NJ 08540	Â	  X	Â	Â
Cardinal Health Partners Management, L.L.C C/O CARDINAL PARTNERS 600 ALEXANDER PARK, SUITE 204 PRINCETON, NJ 08540	Â	  X	Â	Â
Park John Joseph C/O CARDINAL PARTNERS 600 ALEXANDER PARK, SUITE 204 PRINCETON, NJ 08540	Â	  X	Â	Â
CHP II LP C/O CARDINAL PARTNERS 600 ALEXANDER PARK, SUITE 204 PRINCETON, NJ 08450	Â	  X	Â	Â
CLARKE JOHN K C/O CARDINAL PARTNERS 600 ALEXANDER PARK, SUITE 204 PRINCETON, NJ 08540	Â	  X	Â	Â
Tatum Lisa Skeete C/O CARDINAL PARTNERS 600 ALEXANDER PARK, SUITE 204 PRINCETON, NJ 08540	Â	  X	Â	Â
CHP II Management, LLC C/O CARDINAL PARTNERS 600 ALEXANDER PARK, SUITE 204 PRINCETON, NJ 08540	Â	  X	Â	Â

Signatures

/s/ Christopher E. Nolin Attorney-in-Fact for all Reporting Persons		09/19/2007
**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)	These shares will automatically convert into common stock on a one-for-one basis upon the closing of the Issuer's initial public offering of common stock.
(2)	The preferred stock has no expiration date.
(3)	Cardinal Health Partners, L.P. is the record holder of the securities. As the general partner of Cardinal Health Partners, L.P., Cardinal Health Partners Management, L.L.C. may be deemed a beneficial owner of the securities. In their capacities as managing members of Cardinal Health Partners Management, L.L.C., each of John K. Clarke, Brandon H. Hull, Lisa Skeete Tatum and John J. Park may be deemed to be beneficial owners of the securities. Each Joint Filer, other than Cardinal Health Partners, L.P., expressly disclaims beneficial ownership of the securities, except to the extent of its pecuniary interest therein, if any.
(4)	CHP II, L.P. is the record holder of the securities. As the general partner of CHP II, L.P., CHP II Management, L.L.C. may be deemed a beneficial owner of the securities. In their capacities as managing members of CHP II Management, L.L.C., each of John K. Clarke, Brandon H. Hull, Lisa Skeete Tatum and John J. Park may be deemed to be beneficial owners of the securities. Each Joint Filer, other than CHP II, L.P., expressly disclaims beneficial ownership of the securities, except to the extent of its pecuniary interest therein, if any.

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