UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 6, 2005 (September 30, 2005)

SYMBION, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		000-50574		62-1625480
(State or Other Jurisdiction		(Commission		(IRS Employer
of Incorporation)		File Number)		Identification No.)

40 Burton Hills Boulevard, Suite 500
Nashville, Tennessee 37215
(Address of principal executive offices) (Zip Code)

(615) 234-5900
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

     On September 30, 2005, the Board of Directors of Symbion, Inc. amended the Symbion Employee Stock Purchase Plan (the “ESPP”) to provide that effective October 1, 2005 the issue price of shares of common stock available under the ESPP shall be equal to 95% of the market price of shares of common stock at the end of each offering period. The amendment was adopted in response to Financial Accounting Standards Board Statement No. 123(R), Share-Based Payment. Prior to the amendment, the issue price of common stock available under the ESPP was equal to the lesser of (i) 85% of the market price of shares of common stock at the beginning of the offering period or (ii) 85% of the market price of shares of common stock at the end of the offering period.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.