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 * BURGESS ERNEST G III   2. Issuer Name and Ticker or Trading Symbol NATIONAL HEALTHCARE CORP [NHC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 7097 FRANKLIN ROAD 3. Date of Earliest Transaction (Month/Day/Year) 04/30/2009 (Street) MURFREESBORO, TN 37128 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Shares of Common Stock 04/30/2009   M   6,372 (1) A $ 27.01 156,204 D   Shares of Series A Convertible Preferred Stock               147,560 D

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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

Option to Purchase Common Stock

$ 27.01

04/30/2009

A

6,372 (1)

04/30/2009

05/30/2009

Common Stock

6,372

$ 0

6,372

D

Option to Purchase Common Stock

$ 27.01

04/30/2009

M

6,372 (1)

04/20/2004

05/30/2009

Common Stock

6,372

$ 27.01

0

D

Option to Purchase Common Stock

$ 32.01

05/03/2005

05/02/2010

Common Stock

15,000

15,000

D

Option to Purchase Common Stock

$ 44.25

05/03/2006

05/02/2011

Common Stock

15,000

15,000

D

Option to Purchase Common Stock

$ 52.5

04/24/2007

04/23/2012

Common Stock

15,000

15,000

D

Option to Purchase Common Stock

$ 51.5

05/01/2008

05/01/2013

Common Stock

15,000

15,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BURGESS ERNEST G III 7097 FRANKLIN ROAD MURFREESBORO, TN 37128	X

Signatures

Ernest G. Burgess, III by Ann S. Benson, POA		05/04/2009
**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)	This stock option was originally granted pursuant to the Company's 2002 Stock Option Plan on April 20, 2004 and expired on April 19, 2009. The Reporting Person inadvertently failed to exercise the option prior to such expiration. The Company elected to amend the option to extend the expiration date to May 30, 2009. This amendment may be deemed the grant of a new option. The grant and exercise of these stock options are exempt from Section 16(b) pursuant to Rule 16b-3(d).

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