UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

____________________________

FORM 10-K/A

Amendment No. 1

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to _____________

Commission File No. 001-13489

____________________________

(Exact name of registrant as specified in its Corporate Charter)

Delaware

52-2057472

(State of Incorporation)

(I.R.S. Employer I.D. No.)

100 Vine Street

Murfreesboro, Tennessee 37130

(Address of principal executive offices)

Telephone Number: 615-890-2020

____________________________

Securities registered pursuant to Section 12(b) of the Act.

Title of Each Class

Name of Each Exchange on which Registered

Shares of Common Stock

Shares of Preferred Cumulative Convertible Stock

NYSE Amex

NYSE Amex

____________________________

Securities registered pursuant to Section 12(g) of the Act:   None

____________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes £ No T

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes £ No T

Indicate by check mark whether the registrant (a) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:   Yes T   No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such period that the registrant was required to submit and post such files).

Yes £      No  £

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  (as defined in Rule 12b-2 of the Act).  Large accelerated filer £    Accelerated filer T    Non-accelerated filer £   Smaller reporting company £

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).        Yes £  No T

The aggregate market value of Common Stock held by non-affiliates on June 30, 2009 (based on the closing price of such shares on the NYSE Amex) was approximately $235 million.  For purposes of the foregoing calculation only, all directors, named executive officers and persons known to the Registrant to be holders of 5% or more of the Registrant’s Common Stock have been deemed affiliates of the Registrant.  The number of shares of Common Stock outstanding as of February 28, 2010 was 13,717,701.

Documents Incorporated by Reference

The following documents are incorporated by reference into Part III, Items 10, 11, 12, 13 and 14 of this Form 10-K:

The Registrant’s definitive proxy statement for its 2010 shareholder’s meeting.

NATIONAL HEALTHCARE CORPORATION

Date: March 3, 2010

BY: /s/ Robert G. Adams

Robert G. Adams

Chairman

Chief Executive Officer

NATIONAL HEALTHCARE CORPORATION AND SUBSIDIARIES

FORM 10-K FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009

EXHIBIT INDEX

Exhibit No.

Description

Page No. or Location

2.1

Agreement and Plan of Merger, dated December 20, 2006, by and among Davis Acquisition Sub LLC, NHC/OP, L.P., NHC and NHR

Incorporated by reference to Exhibit 2.1 to the current report on Form 8-K, filed with the SEC on December 20, 2006

2.2

Amendment and Waiver No. 1 to Agreement and Plan of Merger, dated April 6, 2007, by and among Davis Acquisition Sub LLC, NHC/OP, L.P., NHC and NHR

Incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on April 11, 2007

2.3

Amendment No. 2 to Agreement and Plan of Merger, dated August 3, 2007, by and among Davis Acquisition Sub LLC, NHC/OP, L.P., NHC and NHR

Incorporated by reference to Exhibit 2.1 to the current report on Form 8-K filed on August 6, 2007

3.1

Certificate of Incorporation of National HealthCare Corporation

Incorporated by reference to Exhibit 3.1 to the Registrant’s registration statement on Form S-4 (File No. 333-37185) dated October 3, 1997)

3.2

Certificate of Amendment to the Certificate of Incorporation of National HealthCare Corporation

Incorporated by reference to Exhibit 3.2 to the Registrant’s registration statement on Form 8-A, dated October 31, 2007)

3.3

Certificate of Designations of Series A Convertible Preferred Stock of National HealthCare Corporation

Incorporated by reference to Exhibit 2.1 to the current report on Form 8-K filed on December 20, 2006

3.4

Certificate of Designation Series B Junior Participating Preferred Stock

Incorporated by reference to Exhibit 3.1 to the Registrant’s registration statement on Form 8-A, dated August 3, 2007

3.5

By-laws

Specifically incorporated by reference to Exhibit A attached to Form S-4, (Proxy Statement-Prospectus), amended, Registration No. 333-37185, (December 5,  1997)

4.1

Form of Common Stock

Specifically incorporated by reference to Exhibit A attached to Form S-4, (Proxy Statement-

Prospectus), amended, Registration No. 333-

37185, (December 5, 1997)

4.2

Form of Series A Convertible Preferred Stock Certificate

Incorporated by reference to Exhibit A to Exhibit 3.5 to the Registrant’s registration statement on Form 8-A, dated October 31, 2007)

4.3

Rights Agreement, dated as of August 2, 2007, between National HealthCare Corporation and Computershare Trust Company, N.A.

Incorporated by reference to Exhibit 4.1 to the Registrant’s registration statement on Form 8-A, dated August 3, 2007

10

Material Contracts

Incorporated by reference from Exhibits 10.1 thru 10.9 attached to Form S-4, (Proxy

Statement-Prospectus), as amended, Registration No. 333-37185 (December 5, 1997)

10.11

Employee Stock Purchase Plan

Specifically incorporated by reference to Exhibit A attached to Form S-4), Proxy Statement-Prospectus), amended, Registration No. 333-

37185, (December 5, 1997)

10.12

1997 Stock Option Plan

Incorporated by reference from 1997 Proxy Statement/Prospectus filed on December 5, 1997

10.13

2004 Non-Qualified Stock Option Plan

Incorporated by reference from 2005 Proxy Statement filed on March 28, 2005

10.14

2005 Stock Option, Employee Stock Purchase, Physician Stock Purchase and Stock Appreciation Rights Plan

Incorporated by reference from 2005 Proxy Statement filed on March 28, 2005

10.15

Amendment No. 1 to Master Operating Lease between NHR/OP, L.P. and National HealthCare Corporation

Incorporated by reference to Exhibit 10.15 from 2005 Form 10-K filed March 16, 2006

10.16

Amendment No. 2 to Master Operating Lease between NHR/OP, L.P. and National HealthCare Corporation

Incorporated by reference to Exhibit 10.16 from 2005 Form 10-K filed March 16, 2006

10.17

Amendment No. 3 to Master Operating Lease between NHR/OP, L.P. and National HealthCare Corporation

Incorporated by reference to Exhibit 10.17 from 2005 Form 10-K filed March 16, 2006

10.18

Amendment No. 4 to Master Operating Lease between NHR/OP, L.P. and National HealthCare Corporation

Incorporated by reference to Exhibit 10.18 from 2005 Form 10-K filed March 16, 2006

10.19

Amendment No. 1 to Master Agreement to Lease between National Health Investors, Inc. and National HealthCorp L.P.

Incorporated by reference to Exhibit 10.19 from 2005 Form 10-K filed March 16, 2006

10.20

Amendment No. 2 to Master Agreement to Lease between National Health Investors, Inc. and National HealthCare L.P.

Incorporated by reference to Exhibit 10.20 from 2005 Form 10-K filed March 16, 2006

10.21

Amendment No. 3 to Master Agreement to Lease between National Health Investors, Inc. and National HealthCare L.P.

Incorporated by reference to Exhibit 10.21 from 2005 Form 10-K filed March 16, 2006

10.22

Amendment No. 4 to Master Agreement to Lease between National Health Investors, Inc. and National HealthCare L.P.

Incorporated by reference to Exhibit 10.22 from 2005 Form 10-K filed March 16, 2006

10.23

Amendment No. 5 to Master Agreement to Lease between National Health Investors, Inc. and National HealthCare Corporation

Incorporated by reference to Exhibit 10.23 from 2005 Form 10-K filed March 16, 2006

10.24

Letter Agreement dated December 15, 2006, between NHC and AdamsMark, L.P.

Incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 16, 2007

10.25

2002 Stock Option Plan

Incorporated by reference to Exhibit B to Schedule 14A filed on March 1, 2002

10.24

Credit Agreement, dated October 30, 2007, between National HealthCare Corporation and Bank of America, N.A

Incorporated by reference to Exhibit 10.1 of National HealthCare Corporation’s current report on Form 8-K filed on November 2, 2007

10.25

First Amendment to Credit Agreement dated October 28, 2008 between National HealthCare Corporation and Bank of America, N.A.

Incorporated by reference to Exhibit 10.1 of National HealthCare Corporation’s current report on Form 8-K filed on October 17, 2008

10.26

Second Amendment to Credit Agreement dated October 27, 2009 between National HealthCare Corporation and Bank of America, N.A.

Incorporated by reference to Exhibit 10.1 of National HealthCare Corporation’s current report on Form 8-K filed on October 27, 2009.

14

Code of Ethics

Available at NHC’s website www.nhccare.com or in print upon request to:

National HealthCare Corp.

Attn:  Investor Relations

P. O. Box 1398

Murfreesboro, TN  37133-1398

Telephone (615) 890-2020

21

Subsidiaries of Registrant

Incorporated by reference to Exhibit 21 from 2009 Form 10-K filed March 2, 2010

23.1

Consent of Independent Registered Public Accounting Firm – Ernst & Young LLP

Filed Herewith

23.2

Consent of Independent Registered Public Accounting Firm – BDO Seidman LLP

Incorporated by reference to Exhibit 23.2 from 2009 Form 10-K March 2, 2010

31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

Filed Herewith

31.2

Rule 13a-14(a)/15d-14(a) Certification of Principal Accounting Officer

Filed Herewith

32

Certification pursuant to 18 U.S.C. Section 1350 by Chief Executive Officer and Principal Accounting Officer

Incorporated by reference to Exhibit 32 from 2009 Form 10-K filed March 2, 2010