PSYCHIATRIC SOLUTIONS, INC.

Pursuant to Rule 424(b)(3)
Registration No. 333-111679

SUPPLEMENT TO PROSPECTUS

DATED JANUARY 29, 2004

4,932,932 Shares

Common Stock

This prospectus supplement, dated February 7, 2005 (the “Supplement”), relates to the resale of 35,925 shares of common stock, $.01 par value per share (“Common Stock”), of Psychiatric Solutions, Inc. (the “Company”) that were distributed by BAS Oak X, LLC to its members listed in the table below. On October 4, 2004 and October 19, 2004, the Company filed prospectus supplements relating to the resale of these shares by BAS Oak X, LLC. All of the Company’s shares of series A convertible preferred stock were previously converted into shares of Common Stock, and no shares of preferred stock currently are outstanding.

The Prospectus, dated January 29, 2004 (the “Prospectus”), to which this Supplement is attached, relates to the resale by the holders thereof of up to an aggregate of 4,891,502 shares of Common Stock issuable upon the conversion of the Company’s series A convertible preferred stock and 41,430 shares of Common Stock that were held by certain of the selling stockholders. This Supplement together, with the Prospectus, is to be used by certain holders of Common Stock or by their transferees, pledgees, donees or their successors in connection with the offer and sale of Common Stock. You should read this Supplement in conjunction with the Prospectus. This Supplement is qualified by reference to the Prospectus except to the extent that the information in this Supplement supersedes the information contained in the Prospectus.

The table appearing under the heading “Selling Stockholders” in the Prospectus is hereby amended and superseded in part by the information appearing in the table below.

Percentage of

Common Stock

Number of Shares of

Beneficially

Common Stock

Common Stock That

Owned Assuming

Name of Selling

Beneficially

May Be Sold

Completion of This

Stockholder

Owned(1)

Pursuant Hereto

Offering

BAS Oak X, LLC**

1,388

63rd Park and Madison, LLC

1,202

ESTIC LLC

1,202

Carl W. Gerst Jr.

1,202

Kenneth Goldsholl

1,202

Michael D. Grable

181

Kenneth B.D. Grouf

1,202

Merritt Willits Hallowell

1,323


			Percentage of
			Common Stock
	Number of Shares of	Number of Shares of	Beneficially
	Common Stock	Common Stock That	Owned Assuming
Name of Selling	Beneficially	May Be Sold	Completion of This
Stockholder	Owned(1)	Pursuant Hereto	Offering
Ellyn Bye	1,202	1,202	*
Wallace N. Hersom	1,202	1,202	*
Gerald D. Hosier Revocable Trust	1,202	1,202	*
Shing Leong Hui	1,202	1,202	*
Kresevich Capital Management	2,407	2,407	*
Llynk Holdings, LP	1,202	1,202	*
Logan Children’s Trust	1,926	1,926	*
Bernice C. Logan, Trustee of the James D. Logan and Kerry M. Logan Family Trust U/A/D 12/30/93	963	963	*
McMahon Family Trust	1,804	1,804	*
Christopher and Anita Murray	1,202	1,202	*
David M. Rickey	602	602	*
Jan E. Nielsen	602	602	*
Sperling 1994 Irrevocable Trust	2,407	2,407	*
Swanson Capital Management LLC	1,202	1,202	*
Gerald R. Swanson	1,202	1,202	*
Thomas Holdings LLC	1,202	1,202	*
VT Developments LLC	1,202	1,202	*
Ranson and Norma Webster	1,202	1,202	*
Grantham James Winfrey	1,202	1,202	*
Wyant Living Trust	1,202	1,202	*
BAS Oak Management LLC	686	686	*

*	Indicates beneficial ownership of less than 1.0% of the Company’s outstanding common stock.

**	As of October 18, 2004, BAS Oak X, LLC had distributed to its members 35,925 shares of the Company’s common stock.

(1) Based on the Company’s review of filings with the Securities and Exchange Commission and other information available to the Company, the Company is not aware of any shares beneficially owned by the selling stockholders except as reflected in the table above.

Investing in our common stock involves a high degree of risk.

See “Risk Factors” listed in Amendment No. 1 to the Company’s Registration
Statement on Form S-3, filed with the Securities and Exchange Commission on December 14, 2004.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of the prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this Supplement is February 7, 2005