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

The prospectus, dated January 29, 2004 (the “Prospectus”), to which this supplement, dated May 5, 2004, is attached (the “Supplement”), relates to the resale by the holders thereof of up to an aggregate of 4,891,502 shares of common stock, $.01 par value per share (“Common Stock”), of Psychiatric Solutions, Inc. (the “Company”) that are issuable upon the conversion of the Company’s series A convertible preferred stock and 41,430 shares of Common Stock that are 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The table appearing under the heading “Selling Stockholders” in the Prospectus is hereby amended and superseded in part by the information appearing in the table below.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

Oak Investment Partners X, Limited Partnership(2)

522 Fifth Avenue Fund LP

669

Abbott Capital Private Equity Fund III, L.P., by Abbott Capital Management, LLC as Investment Manager

7,697

Abbott Capital Private Equity Fund III, L.P., by Abbott Capital Management, LLC as Investment Manager - 04/01/03

211

Abbott Capital Private Equity Fund III, L.P., by Abbott Capital Management, LLC as Investment Manager - 01/01/04

527


					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
Alaska State Pension Investment Board by Abbott Capital Management, LLC as Investment Manager		5,772		5,772		*
Alaska State Pension Investment Board by Abbott Capital Management, LLC as Investment Manager - 04/01/03		158		158		*
Alaska State Pension Investment Board by Abbott Capital Management, LLC as Investment Manager - 01/01/04		395		395		*
Asset Management Private Equity, L.P.		3,848		3,848		*
ATWILL CSFB Private Equity Partners, L.P.		1,924		1,924		*
Auda Ventures L.P.		3,848		3,848		*
BancBoston Investments Inc.		2,347		2,347		*
BAS Oak X, LLC		11,987		11,987		*
President and Trustees of Bates College		1,155		1,155		*
BM-CSAM Private Equity Fund, L.P.		1,924		1,924		*
Trustees of Boston University		1,155		1,155		*
BSC Venture Fund LLC		2,228		2,228		*
California Emerging Ventures II, LLC		9,621		9,621		*
Cambria Investors, LLC		385		385		*
Hamilton Lane–Carpenters Partnership Fund, L.P.		1,924		1,924		*
CDB Web Tech International L.P.		3,848		3,848		*
CGI Private Equity L.P. LLC		7,697		7,697		*
The Trustees of the Cheyne Walk Trust		1,924		1,924		*
Mellon Bank N.A., solely in its capacity as Custodian for The Children’s Hospital Foundation (as directed by The Children’s Hospital Foundation), and not it its individual capacity		1,924		1,924		*
The Church Pension Fund		5,772		5,772		*
Citicorp Citigroup Investments		1,924		1,924		*
Citigroup Pension Plan		1,924		1,924		*


						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
Commonfund Capital Partners 1999, L.P. By: Fairfield Partners 1999, its General Partner		96			96		*
Commonfund Capital Venture Partners VI, L.P.		4,618			4,618		*
Constitution Liquidating Fund, L.P.		6,667			6,667		*
JPMorganChase Bank as directed Trustee for the Corning Incorporated Retirement Master Trust		2,886			2,886		*
Credit Suisse Global Post-Venture Capital Fund		577			577		*
Credit Suisse Trust — Global Post-Venture Capital Portfolio		577			577		*
Crossroads Constitution Limited Partnership		67			67		*
CSFB Fund Investments VII Holdings, L.P.		4,618			4,618		*
Cutler Oil & Gas Corporation		1,539			1,539		*
Cymi, Ltd.		1,924			1,924		*
Trustees of Dartmouth College		2,694			2,694		*
Diageo Pension Trust Limited		750			750		*
William S. Dietrich II Revocable Trust		1,539			1,539		*
DLJ Venture Partners A, L.P.		804			804		*
DLJ Venture Partners B, L.P.		1,120			1,120		*
Alfred I. duPont Trust		3,848			3,848		*
EFG Trust II		1,830			1,830		*
Emory University		11,545			11,545		*
Endowment Venture Partners V, L.P. By: Fairfield Partners 2000, its General Partner		15,393			15,393		*
JPMorganChase Bank, as Trustee for First Plaza Group Trust		9,621			9,621		*
FLAG Venture Partners IV, L.P.		17,317			17,317		*
Gerald R. Gallagher		1,509	⁽³⁾		1,036		*
HarbourVest Partners VI-Parallel Partnership Fund L.P.		722			722		*
HarbourVest Partners VI-Partnership Fund, L.P.		8,899			8,899		*
HarbourVest Partners VII — Venture Partnership Fund L.P.		1,924			1,924		*


					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
Employees’ Retirement System of the State of Hawaii, by Abbott Capital Management, LLC as Investment Manger		3,079		3,079		*
Employees’ Retirement System of the State of Hawaii, by Abbott Capital Management, LLC as Investment Manger - 04/01/03		84		84		*
Employees’ Retirement System of the State of Hawaii, by Abbott Capital Management, LLC as Investment Manger - 01/01/04		211		211		*
Hewlett-Packard Company Group Trust		3,848		3,848		*
HK Capital LLC		770		770		*
Horsley Bridge Netherlands VII, L.P.		5,772		5,772		*
Horsley Bridge VII, L.P.		23,090		23,090		*
Houston Police Officers Pension System		5,772		5,772		*
Houston Police Officers Pension System - 04/01/03		158		158		*
Houston Police Officers Pension System - 01/01/04		395		395		*
Northern Trust Company for the Illinois Municipal Retirement Fund, by Abbott Capital Management, LLC as Investment Manager		1,924		1,924		*
Northern Trust Company for the Illinois Municipal Retirement Fund, by Abbott Capital Management, LLC as Investment Manager - 04/01/03		53		53		*
Northern Trust Company for the Illinois Municipal Retirement Fund, by Abbott Capital Management, LLC as Investment Manager - 01/01/04		132		132		*
Illinois Municipal Retirement Fund Master Trust		847		847		*
ING Pomona Private Equity Fund		1,067		1,067		*
International Business Machines Corporation		1,924		1,924		*
JDH Investors I, LLC		2,309		2,309		*
J.P. Morgan Pooled Corporate Finance Institutional Investors LLC		8,942		8,942		*


					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
J.P. Morgan Pooled Corporate Finance Private Investors LLC		2,550		2,550		*
Ewing Marion Kauffman Foundation		2,694		2,694		*
John S. & James L. Knight Foundation		3,848		3,848		*
Lord Baltimore Venture Capital Partners, LLC		2,886		2,886		*
Board of Fire & Police Pension Commissioners of the City of Los Angeles, by Abbott Capital Management, LLC as Investment Manager		1,924		1,924		*
Board of Fire & Police Pension Commissioners of the City of Los Angeles, by Abbott Capital Management, LLC as Investment Manager - 04/01/03		53		53		*
Board of Fire & Police Pension Commissioners of the City of Los Angeles, by Abbott Capital Management, LLC as Investment Manager - 01/01/04		132		132		*
Los Angeles County Employees Retirement Association		7,697		7,697		*
Mellon Trust of New England, N.A. as Trustee for the Lucent Techologies Inc. Master Pension Trust		32,711		32,711		*
The Lawrenceville School		1,155		1,155		*
Robert S. Mandra		385		385		*
The Markaz/Hamilton Lane Technology Fund, L.P.		770		770		*
Mathile Family Foundation		1,155		1,155		*
MejeanView LLC		385		385		*
MERS Investment Partnership, L.P.		1,924		1,924		*
Miami Corporation		4,618		4,618		*
Miami Partners, L.P.		192		192		*
State Treasurer of the State of Michigan, Custodian of the Michigan Public School Employees’ Retirement System, State Employees’ Retirement System, and Michigan State Police Retirement System		13,469		13,469		*
Regents of the University of Michigan		3,848		3,848		*


					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
Boston Safe Deposit and Trust Company, solely in its capacity as Trustee for the Employees Retirement Income Plan Trust of Minnesota Mining and Manufacturing Company, (as directed by 3M Benefit Funds Investment), and not in its individual capacity		9,621		9,621		*
The Mohawk River Fund II L.P.		3,848		3,848		*
Montagu Newhall Global Partners, LP		1,155		1,155		*
Eileen M. More		385		385		*
Moussecapade, L.P.		3,848		3,848		*
Moussescale		1,924		1,924		*
The New Mexico State Investment Council Land Grant Permanent Fund		3,868		3,868		*
The New Mexico State Investment Council Severance Tax Permanent Fund		1,905		1,905		*
The Norinchukin Bank		11,545		11,545		*
Northeastern University		1,155		1,155		*
Northern Trust Corporation		1,732		1,732		*
Northern Trust Private Equity Fund, L.P.		1,155		1,155		*
Northwestern University		7,697		7,697		*
University of Notre Dame du Lac		1,924		1,924		*
Novell, Inc.		3,848		3,848		*
Old Westbury Global Private Equity Fund, LLC		3,848		3,848		*
Old Westbury Venture Capital Fund II, LLC		3,544		3,544		*
Sal Oppenheim Jr. & Cie. KGaA		2,694		2,694		*
Oppenheim Private Equity Holding Blocker GmbH		1,155		1,155		*
Pantheon International Participations PLC		962		962		*
Pantheon USA Fund IV, L.P.		4,368		4,368		*
Pantheon USA Fund V, L.P.		1,155		1,155		*
PEI Capital Partner II, L.P.		1,155		1,155		*
Lauer & Co. Agent for J.H. Pew Freedom Trust		539		539		*


					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
Lauer & Co. Agent for J.N. Pew, Jr. Trust		269		269		*
Lauer & Co. Agent for Mabel Pew Myrin Trust		346		346		*
Lauer & Co. Agent for The Medical Trust		154		154		*
Lauer & Co. Agent for Pew Memorial Trust		2,540		2,540		*
The Pfizer Foundation, Inc.		1,924		1,924		*
Master Trust between Pfizer Inc. and The Northern Trust Company		17,317		17,317		*
Pomona College		2,309		2,309		*
Pomona Partnership Holdings III, L.P.		754		754		*
Pomona Partnership Holdings III Portfolio, L.P.		3,952		3,952		*
Portfolio Advisors Private Equity Fund, L.P.		1,924		1,924		*
Private Equity Investor PLC		3,848		3,848		*
Private Equity Portfolio Fund III, LLC		3,079		3,079		*
Private Equity Portfolio Technology Fund, LLC		346		346		*
Ramsey Beirne Partners II, LLC		385		385		*
Rensselaer Polytechnic Institute		1,924		1,924		*
Riverwind Investment Pte Ltd		11,545		11,545		*
The Trustees of the Ronald Family Trust B		385		385		*
University of San Francisco		770		770		*
Boston Safe Deposit and Trust Company, solely in its capacity as Trustee for the SBC Master Pension Trust as directed by Shott Capital Management, LLC and not in its individual capacity		7,697		7,697		*
Shea-Paul Ventures, LLC		3,848		3,848		*
The Board of Trustees of the Leland Stanford Junior University		9,621		9,621		*
Stichting Pensioenfonds ABP		9,621		9,621		*
Stichting Pensioenfonds voor de Gezondheid, Geestelijke en Maatschappelijke Belangen		9,621		9,621		*
SunAmerica Investments, Inc.		3,579		3,579		*


						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
SunAmerica Venture Fund 2000, L.P.		269			269		*
SVB Strategic Investors Fund, LP		3,848			3,848		*
TD Capital Private Equity Investors Partnership		2,202			2,202		*
TD Parallel Private Equity Investors Ltd.		1,646			1,646		*
Teacher Retirement System of Texas, a public pension fund and agency of the State of Texas		34,635			34,635		*
The Travelers Indemnity Company		1,284			1,284		*
The Travelers Insurance Company		641			641		*
United Gulf Investments Limited c/o Brown Brothers Harriman Trust Company (Cayman) Limited		1,924			1,924		*
Utah Retirement Systems, by Abbott Capital Management, LLC as Investment Manager		1,924			1,924		*
Utah Retirement Systems, by Abbott Capital Management, LLC as Investment Manager - 04/01/03		53			53		*
Utah Retirement Systems, by Abbott Capital Management, LLC as Investment Manager - 01/01/04		132			132		*
VenCap 6 Limited		1,924			1,924		*
VenCap 9 Limited		3,848			3,848		*
VCM Treuhand Beteiligungsverwaltung GmbH		5,772			5,772		*
Wachovia Investors, Inc.		1,924			1,924		*
Washington State Investment Board		38,483			38,483		*
University of Washington		2,309			2,309		*
Thomas Weisel Global Growth Partners (A), L.P.		1,638			1,638		*
Thomas Weisel Global Growth Partners (B), L.P.		5,097			5,097		*
The Wellcome Trust Limited, as Trustee of the Wellcome Trust		5,772			5,772		*
Worldwide Oak X Ltd.		770			770		*
Bandel L. Carano, Trustee of the Bandel L. Carano Trust UDT dated November 7, 2001		1,908,020	⁽⁴⁾		3,418		11.76	%
Edward F. Glassmeyer		1,906,961	⁽⁵⁾		2,359		11.76	%


						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
F. & S. Harman Family Trust Created By Agreement Dated 7/26/96		1,970,279	⁽⁶⁾		2,677		12.15	%
The Harman Family Irrevocable Trust F/B/O Allison S. Harman		247			247		*
The Harman Family Irrevocable Trust F/B/O Kirsten E. Harman		247			247		*
The Harman Family Irrevocable Trust F/B/O Stephen F. Harman		247			247		*
Ann H. Lamont		1,907,330	⁽⁷⁾		2,728		11.76	%
The Lamont Children’s 1998 Trust		690			690		*
David B. Walrod		1,905,804	⁽⁸⁾		1,709		11.76	%
The David Black Family Partnership		882			882		*
Ann Gallagher 2000 GST Family Trust		59			59		*
Gerald P. Gallagher 2000 GST Family Trust		59			59		*
Megan Gallagher 2000 GST Family Trust		59			59		*
Grace A. Ames		353			353		*
Virginia K. Eddington		176			176		*
Munir R. Javeri		62			62		*
Ren B. Riley		176			176		*
Ifty A. Ahmed		176			176		*
Julie A. Cavaliere		176			176		*

Oak X Affiliates Fund, Limited Partnership(2)
557 Group		44			44		*
Sanjiv Ahuja		44			44		*
David Baylor		44			44		*
Birchwood Family Partnership		44			44		*
Peter and Fay Bisson		133			133		*
BNY Partners Fund II, LLC		554			554		*
BNY Partners Fund II, LLC 10/1/03		44			44		*
Ronald F. Borelli		44			44		*


					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
John Christopher Boyle and Amy Marie Boyle, Trustees of the Boyle Family Trust U/D/T dated September 3, 1998		221		221		*
Lawrence V. Calcano		111		111		*
Ricardo C. Calvillo		44		44		*
James A. Cannavino		111		111		*
Harry J. and Deborah A. Carr		111		111		*
Stacey B. Case Living Trust		111		111		*
Andrew Chase and Laura Chasettees of the Chase 1991 Revocable Trust dtd 4/21/91		111		111		*
Yoon Jung Choi		44		44		*
Matthew L. Clark		44		44		*
Charles Cotton		44		44		*
Paul Lewis Davies III		221		221		*
De Geus — John Family Trust u/a DTD Sept 8, 1999		111		111		*
Steven J. Dietz		44		44		*
Diner P-3 Level One Limited Partnership		221		221		*
Dixon & Carol Doll Family Trust		177		177		*
Frank M. Dunlevy		133		133		*
Emerson Street Ventures		89		89		*
Equity Information Corporation Profit Sharing Plan		44		44		*
ESG INV 2001 LLC		44		44		*
FHP OXA, LLC a Nevada Limited Liability Company		133		133		*
Jesse M. Fink		221		221		*
Fortenbaugh — Lee Ventures, LLC		111		111		*
The Glenrock Group LLC		111		111		*
Richard B. Gold		44		44		*
Robert Goodman		111		111		*
Hatch Graham		44		44		*
GRBF (Jersey) Limited		89		89		*
Greenfield Family Limited Partnership		221		221		*
Randall A. Hack		44		44		*


					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
Robert C. Hagerty & Deanna Hagerty as Co-Trustees of The Hagerty Living Trust dated May 14, 1999		67		67		*
B. Kipling & Mary Ann Hagopian TTEES udt 3/25/88		221		221		*
Michael J. Herling		44		44		*
Basil Horangic		44		44		*
Thomas S. Huseby		44		44		*
Rupin and Pragna Javeri		44		44		*
John H. Johnson		67		67		*
Jones Living Trust		133		133		*
Chiiming Kao		44		44		*
John D. Karcher		221		221		*
Robert W. and Laurie Kitts		44		44		*
Michael R. Kourey and Michele M. Kourey as co-trustees of the Kourey Living Trust dated 1/3/97		67		67		*
Lanza Family Trust UA 11/2/82		33		33		*
Steven E. Lebow		133		133		*
Lewis & Stephanie Holdings Limited Partnership		67		67		*
Richard T. Liebhaber		44		44		*
Stephen J. Luczo		44		44		*
Jerome C. Marcus		133		133		*
MBF Investments, LLC		44		44		*
McEvoy-Worsencroft Family Trust U/A/D 7/29/94		133		133		*
Mejean Corporation		221		221		*
Stanley J. Meresman and Sharon A. Meresman, Trustees of the Meresman Family Trust U/D/T Dated September 13, 1989 as amended		221		221		*
J. Sanford Miller		221		221		*
Matthew D. Miller		67		67		*
Eileen M. More		221		221		*
Rowland T. Moriarty		44		44		*
William F. Murdy		44		44		*
Murphy Family Trust dated 2/17/2000		22		22		*


					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
Arthur Richard Newton and Petra Michel, Trustees, Newton/Michel Family Trust, Dated July 16, 2002		67		67		*
O’Brien Family Trust		44		44		*
The Samuel J. and Sandra S. Parker Family Trust dated 9/10/82		89		89		*
Caitlin Pincus		133		133		*
The Price Trust utd 10/5/84		133		133		*
Providence Investment Company Limited		221		221		*
QIP II, LLC		89		89		*
Kristin and Kurt Rauschenbach		89		89		*
Douglas O. Reudink		44		44		*
Dave Schaeffer		44		44		*
David and Tracey Scheer		44		44		*
Phyllis Schwartz		11		11		*
Andrew B. Sessions and Rachelle K. Sessions, Trustees w/a/d 1/28/97		67		67		*
Ajit Shah		67		67		*
Nicholas H. Shelness & Maggi Allan		44		44		*
Roderick W. Shepard		133		133		*
The Simonian Living Trust		11		11		*
David R.A. Steadman		67		67		*
Thomas Stemberg Revocable Trust		111		111		*
Steve and Diana Strandberg		89		89		*
J. Leland Strange		89		89		*
Parviz Tayebati		221		221		*
Teton Ventures, LLC		89		89		*
TW Trust		44		44		*
TWP Oak X Investors LLC		89		89		*
Alex Vieux		111		111		*
Andrew M. Vought		133		133		*
John Wallace		67		67		*
James Wei		67		67		*
Alan L. Wurtzel Revocable Trust		89		89		*
Yarmouth Trust		221		221		*
Zisman Equities Group, LP		221		221		*


						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
Bandel L. Carano, Trustee of the Bandel L. Carano Trust UDT dated November 7, 2001		1,908,020	⁽⁴⁾		64		11.76	%
Edward F. Glassmeyer		1,906,961	⁽⁵⁾		64		11.76	%
F. & S. Harman Family Trust Created By Agreement Dated 7/26/96		1,907,279	⁽⁶⁾		64		12.15	%
Ann H. Lamont		1,907,330	⁽⁷⁾		64		11.76	%
Dave Walrod		1,905,804	⁽⁸⁾		30		11.76	%

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

(2)		As of May 5, 2004, Oak Investment Partners X, Limited Partnership and Oak X Affiliates Fund, Limited Partnership have distributed to their limited and general partners 633,555 shares and 10,172 shares, respectively, of the Company’s common stock obtained through the conversion of the Company’s series A convertible preferred stock. In turn, such general partners made distributions of the shares received to their respective members.

(3)		Includes 1,036 shares directly owned by Gerald R. Gallagher and 473 shares directly owned by Oak Investment Partners VI, Limited Partnership (“Oak VI, LP”). Mr. Gallagher is a Managing Member of Oak Associates VI, L.L.C., the General Partner of Oak VI, LP. Mr. Gallagher disclaims such beneficial ownership except with respect to shares directly owned by him.

(4)		Includes 3,482 shares directly owned by Bandel L. Carano, Trustee of the Bandel L. Carano Trust UDT dated November 7, 2001; 473 shares directly owned by Oak VI, LP; 1,872,008 shares issuable upon conversion of shares of the Company’s series A convertible preferred stock directly owned by Oak Investment Partners X, Limited Partnership (“Oak X, LP”) plus accrued pay-in-kind dividends thereon; 1,968 options held on behalf of Oak X, LP which are currently exercisable; 30,057 shares issuable upon conversion of shares of the Company’s series A convertible preferred stock directly owned by Oak X Affiliates Fund, Limited Partnership (“Oak X Affiliates, LP”) plus accrued pay-in-kind dividends thereon; and 32 options held on behalf of Oak X Affiliates, LP which are currently exercisable. Excludes 247 shares held by each of The Harman Family Irrevocable Trust F/B/O Allison S. Harman, The Harman Family Irrevocable Trust F/B/O Kirsten E. Harman and The Harman Family Irrevocable Trust F/B/O Stephen F. Harman, for which Mr. Carano is a trustee. Mr. Carano is a Managing Member of Oak Associates VI, L.L.C., the General Partner of Oak VI, LP, a Managing Member of Oak Associates X, L.L.C. (“Oak Associates X”), the General Partner of Oak X, LP, and a Managing Member of Oak X Affiliates, L.L.C., the General Partner of Oak X Affiliates, LP. Mr. Carano disclaims such beneficial ownership except with respect to shares directly owned by him.

(5)		Includes 2,423 shares directly owned by Edward F. Glassmeyer; 473 shares directly owned by Oak VI, LP; 1,872,008 shares issuable upon conversion of shares of the Company’s series A convertible preferred stock directly owned by Oak X, LP plus accrued pay-in-kind dividends thereon; 1,968 options held on behalf of Oak X, LP which are currently exercisable; 30,057 shares issuable upon conversion of shares of the Company’s series A convertible preferred stock directly owned by Oak X Affiliates, LP plus accrued pay-in-kind dividends thereon; and 32 options held on behalf of Oak X Affiliates, LP which are currently exercisable. Mr. Glassmeyer is a Managing Member of Oak Associates VI, L.L.C., the General Partner of Oak VI, LP, a Managing Member of Oak Associates X, the General Partner of Oak X, LP, and a Managing Member of Oak X Affiliates, L.L.C., the General Partner of Oak X Affiliates, LP. Mr. Glassmeyer disclaims such beneficial ownership except with respect to shares directly owned by him.

(6)		Includes 2,741 shares directly held by F & S Harman Family Trust Created by Agreement Dated 7/26/96; 473 shares directly owned by Oak VI, LP; 1,872,008 shares issuable upon conversion of shares of the Company’s series A convertible preferred stock directly owned by Oak X, LP plus accrued pay-in-kind dividends thereon; 1,968 options held on behalf of Oak X, LP which are currently exercisable; 30,057 shares issuable upon conversion of shares of the Company’s series A convertible preferred stock directly owned by Oak X Affiliates, LP plus accrued pay-in-kind dividends thereon; and 32 options held on behalf of Oak X Affiliates, LP which are currently exercisable. Mr. Harman is a Managing Member of Oak Associates VI, L.L.C., the General Partner of Oak VI, LP, a Managing Member of Oak Associates X, the General Partner of Oak X, LP, and a Managing Member of Oak X Affiliates, L.L.C., the General Partner of Oak X Affiliates, LP. Mr. Harman disclaims such beneficial ownership except with respect to shares held by F & S Harman Family Trust.

(7)		Includes 2,792 shares held directly by Ann H. Lamont; 473 shares directly owned by Oak VI, LP; 1,872,008 shares issuable upon conversion of shares of the Company’s series A convertible preferred stock directly owned by Oak X, LP plus accrued pay-in-kind dividends thereon; 1,968 options held on behalf of Oak X, LP which are currently exercisable; 30,057 shares issuable upon conversion of shares of the Company’s series A convertible preferred stock directly owned by Oak X Affiliates, LP plus accrued pay-in-kind dividends thereon; and 32 options held on behalf of Oak X Affiliates, LP which are currently exercisable. Ms. Lamont is a Managing Member of Oak Associates VI, L.L.C., the General Partner of Oak VI, LP, a Managing Member of Oak Associates X, the General Partner of Oak X, LP, and a Managing Member of Oak X Affiliates, L.L.C., the General Partner of Oak X Affiliates, LP. Ms. Lamont disclaims such beneficial ownership except with respect to shares directly owned by her.

(8)		Includes 1,739 shares directly held by David B. Walrod; 1,872,008 shares issuable upon conversion of shares of the Company’s series A convertible preferred stock directly owned by Oak X, LP plus accrued pay-in-kind dividends thereon; 1,968 options held on behalf of Oak X, LP which are currently exercisable; 30,057 shares issuable upon conversion of shares of the Company’s series A convertible preferred stock directly owned by Oak X Affiliates, LP plus accrued pay-in-kind dividends thereon; and 32 options held on behalf of Oak X Affiliates, LP which are currently exercisable. Mr. Walrod is a Managing Member of Oak Associates X, the General Partner of Oak X, LP, and a Managing Member of Oak X Affiliates, L.L.C., the General Partner of Oak X Affiliates, LP. Mr. Walrod disclaims such beneficial ownership except with respect to shares directly owned by him.

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

See “Risk Factors” beginning on page 33 of the Company’s Annual Report on Form 10-K
for the year ended December 31, 2003.

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 May 5, 2004