SECURITIES AND EXCHANGE COMMISSION

Amendment No. 4

Emageon Inc.

Emageon Inc.

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Craig A. Parker

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With Copies to:

          Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

      If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.     o

      If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

      If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

      If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

      If delivery of the prospectus is expected to be made pursuant to Rule 434 under the Securities Act of 1933, check the following box.     o

      The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a) may determine.

EXPLANATORY NOTE

      This Amendment No. 4 to this Registration Statement is being filed solely to amend Part II to file Exhibit 10.12.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

       The following is a list of anticipated expenses in connection with the issuance and distribution of the securities being registered. All amounts other than the SEC and NASD fees are estimated.

       As permitted by Section 102(b)(7) of the Delaware General Corporation Law, our amended and restated certificate of incorporation includes a provision eliminating the personal liability of a director to the company or its stockholders for monetary damages for breach of fiduciary duty as a director, provided, however, that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, which relates to unlawful payment of dividends and unlawful stock purchases and redemptions or (iv) for any transaction from which the director derived an improper personal benefit. In addition, as permitted by Section 145 of the Delaware General Corporation Law, our amended and restated certificate of incorporation provides that the company shall indemnify any director or officer of the company who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person is or was a director or officer of the company to the fullest extent permitted by the Delaware General Corporation Law.

       We intend to enter into agreements with our directors and executive officers that require the company to indemnify such persons against expenses, judgments, fines, settlements, and other amounts that any such person becomes legally obligated to pay (including with respect to a derivative action) in connection with any proceeding, whether actual or threatened, to which such person may be made a party by reason of the fact that such person is or was a director or officer of the company or any of its affiliates. The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder. At present, no litigation or proceeding is pending that involves a director or officer of the company regarding which indemnification is sought, nor is the registrant aware of any threatened litigation that may result in claims for indemnification.

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       The underwriting agreement filed as Exhibit 1.1 to this registration statement provides for indemnification under certain circumstances by the underwriters of the company, its directors, and certain of its officers for liabilities arising under the Securities Act of 1933, as amended, or otherwise.

       We maintain a directors’ and officers’ insurance and company reimbursement policy. The policy insures directors and officers against unindemnified losses arising from certain wrongful acts in their capacities as directors and officers and reimburses the company for those losses for which the company has lawfully indemnified the directors and officers. The policy contains various exclusions, none of which apply to this offering. One of our directors is also insured against certain losses or liabilities that he may incur in his capacity as a director under an insurance policy maintained by a third party.

       The following information relates to all securities issued or sold by us in the last three years that were not registered under the Securities Act.

       Since November 15, 2001, we have granted stock options to purchase 1,657,561 shares of common stock with exercise prices ranging from $1.73 to $7.17 per share, to employees, directors and consultants pursuant to our stock option plans. During the same period, we issued an aggregate of 26,402 shares of our common stock pursuant to the exercise of stock options issued pursuant to our stock option plans. Each of the stock certificates we issued in such transactions contained a restrictive legend permitting transfer of the securities only upon registration under the Securities Act or pursuant to an exemption from registration. We claimed exemption from registration under the Securities Act for the sales and issuances of such securities under Section 4(2) under the Securities Act in that such sales and issuances did not involve a public offering or under Rule 701 promulgated under the Securities Act, in that they were offered and sold either pursuant to written compensatory plans or pursuant to a written contract relating to compensation, as provided by Rule 701.

       We claimed exemption from registration under the Securities Act for the sale and issuance of securities in the transactions described below by virtue of Section 4(2) and/or Regulation D promulgated thereunder as transactions not involving any public offering. All of the purchasers of unregistered securities for which we relied on Regulation D represented that they were accredited investors as defined under the Securities Act. All other purchasers for which we relied on Section 4(2) represented, or were determined by us to have had, the requisite knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of their investment in us. In addition, in each such issuance, (a) the purchasers represented that they intended to acquire the securities for investment only and not with a view to the distribution thereof and that they either received adequate information about us or had access, through employment or other relationships, to such information and (b) appropriate legends were affixed to the stock certificates issued in such transactions.

	•	On November 15, 2001, we issued 2,885,964 shares of our Series C Preferred Stock (convertible into 349,807 shares of common stock) to Portrush Group, LLC, Treble Range Partners II, LLC, Bruno Family Equity, LP, Allied Bruce Terminex Companies, Inc., Lonnie McMillian, and Milton McGregor for an aggregate cash consideration of $1,233,749.61.
	•	On March 15, 2002 we issued 12,273,703 shares of our Series C Preferred Stock (convertible into 1,487,697 shares of common stock) to investors, including but not limited to STF Institutional Partners II, L.P. and certain of its affiliates, Delta Venture Partners I, L.P., Jemison Investment Company Co., Harbinger/Aurora QP Venture Fund, L.L.C., and Harbinger/Aurora Venture Fund, L.L.C. for an aggregate cash consideration of $5,247,007.12.
	•	As of March 31, 2002, we issued a warrant to purchase up to 30,303 shares of common stock at an exercise price of $6.68 per share to St. Vincent’s Hospital, which warrant expires on March 31, 2007.

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	•	On September 9, 2002, we issued a warrant to purchase up to 6,060 shares of common stock at an exercise price of $6.68 per share to Southeast Missouri Hospital Association, which warrant expires on September 30, 2007.
	•	In connection with the May 30, 2003 merger of our wholly-owned subsidiary into Ultravisual Medical Systems Corporation, we issued to the former stockholders of Ultravisual an aggregate of 13,727,358 shares of our Series D Preferred Stock (convertible into 1,663,866 shares of common stock), an aggregate of 1,715,541 shares of common stock, and warrants to purchase up to an aggregate of 544,094 shares of common stock at an exercise price of $0.001 per share. These warrants will expire upon the consummation of this offering.
	•	Also in connection with the May 30, 2003 merger with Ultravisual, we issued warrants to purchase up to an aggregate of 27,009 shares of common stock and warrants to purchase up to an aggregate of 216,138 shares of our Series D Preferred Stock (convertible into 26,196 shares of common stock). These warrants were issued to the following persons or entities, with expiration dates and exercise prices noted in parentheses: Rusinow Family Combined Revocable Trust U/A 12/23/99 (expiration date January 1, 2006; exercise price of $1.65 for common warrants and $0.20 for Series D Preferred warrants), John W. Thompson (expiration date August 8, 2011; exercise price of $3.63 for common warrants and $0.44 for Series D Preferred warrants), Frederick & Company, Inc. (expiration date March 2, 2006; exercise price of $3.63 for common warrants and $0.44 for Series D Preferred warrants), and Francis M. Corby, Jr. (expiration date March 2, 2006; exercise price of $3.63 for common warrants and $0.44 for Series D Preferred warrants), each of which had been a warrant holder or option holder in Ultravisual. In addition, we issued these persons or entities warrants to purchase up to an aggregate of 8,567 shares of common stock at an exercise price of $0.001 per share, which warrants will expire upon the consummation of this offering.
	•	On June 25, 2003 we issued 13,099,418 shares of our Series E Preferred Stock (convertible into 1,587,777 shares of common stock) to Ascension Health, CB Healthcare Fund II, L.P., CB-AH Parallel Fund II, L.P., STF Institutional Partners II, L.P. and certain of its affiliates, The Permanente Federation, Kaiser Foundation Hospitals, Harbinger/Aurora QP Venture Fund, L.L.C., and Harbinger/Aurora Venture Fund, L.L.C. for an aggregate cash consideration of $5,600,001.20.
	•	On July 25, 2003 we issued 935,669 shares of our Series E Preferred Stock (convertible into 113,398 shares of common stock) to investors including, but not limited to, John W. Thompson, Jeff Rusinow, Jemison Investment Co., Inc., and Miller Investment LLC for an aggregate cash consideration of $399,998.54.
	•	On May 5, 2004, we issued a warrant to purchase up to 36,424 shares of common stock at an exercise price of $5.52 per share to Ascension Health, which warrant expires on May 5, 2009.
	•	On June 25, 2004, we issued warrants for the purchase of an aggregate of 127,589 shares of common stock at an exercise price of $4.70 per share to Whitecap Alabama Growth Fund I, LLC, Enhanced Alabama Issuer, LLC, and Advantage Capital Alabama Partners I, L.P., which warrants will be exercised effective as of the date of this offering.
	•	On January 10, 2005, we issued 12,755 shares of our common stock and 102,065 shares of our Series D Preferred Stock (convertible into 12,371 shares of common stock) upon exercise of warrants by Frederick & Company, Inc. for an aggregate cash consideration of $91,211.

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       (a) Exhibits.

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	*	Previously filed.

	#	Indicates a management contract or any compensatory plan, contract or arrangement.

	†	Confidential treatment has been requested for portions of this exhibit.

       The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

       Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions described in Item 14 or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

       The undersigned registrant hereby undertakes that:

	(1)	For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.
	(2)	For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Birmingham, State of Alabama, on the 8th day of February, 2005.

	EMAGEON INC.

	By:	/s/ CHARLES A. JETT, JR.

	Charles A. Jett, Jr.
	Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on February 8, 2005.

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EXHIBIT INDEX

	*	Previously filed.

	#	Indicates a management contract or any compensatory plan, contract or arrangement.

	†	Confidential treatment has been requested for portions of this exhibit.