<PAGE>   1


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
CHECK ONE

[X]             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

               FOR THE QUARTERLY PERIOD ENDED: SEPTEMBER 30, 1997
                                               ------------------
                                       OR
[ ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
             FOR THE TRANSACTION PERIOD FROM _________ TO _________.

                           AMERICAN HOMEPATIENT, INC.
                           --------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

        DELAWARE                   0-19532               62-1474680
-------------------------------  ------------  ---------------------------------
(STATE OR OTHER JURISDICTION OF  (COMMISSION   (IRS EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)  FILE NUMBER)


            5200 MARYLAND WAY, SUITE 400, BRENTWOOD, TENNESSEE 37027
            --------------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                                 (615) 221-8884
                                 --------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


                                      NONE
--------------------------------------------------------------------------------
             (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF
                          CHANGED SINCE LAST REPORT.)

INDICATE BY CHECK MARK WHETHER THE REGISTRANT: (1) 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  X  NO
                                              ---    ---


                                   14,851,076
--------------------------------------------------------------------------------
    (OUTSTANDING SHARES OF THE ISSUER'S COMMON STOCK AS OF NOVEMBER 7, 1997)

                          TOTAL NUMBER OF SEQUENTIALLY
                              NUMBERED PAGES IS 20








                                       1
<PAGE>   2



                          PART I. FINANCIAL INFORMATION


ITEM 1 - FINANCIAL STATEMENTS

                   AMERICAN HOMEPATIENT, INC. AND SUBSIDIARIES

                  INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (unaudited)


ASSETS
<TABLE>
<CAPTION>
                                                                      December 31,       September 30,
                                                                          1996                1997
                                                                     -------------       -------------

<S>                                                                  <C>                 <C>
CURRENT ASSETS
   Cash and cash equivalents                                         $   7,299,000       $   6,544,000
   Restricted cash                                                         425,000              50,000
   Accounts receivable, less allowance for doubtful accounts of
       $18,755,000 and $47,548,000, respectively                        79,460,000          96,969,000
   Inventories                                                          21,921,000          21,935,000
   Prepaid expenses and other assets                                     1,353,000           3,355,000
   Income tax receivable                                                   872,000          15,747,000
   Deferred tax asset                                                    7,470,000           7,470,000
                                                                     -------------       -------------
            Total current assets                                       118,800,000         152,070,000
                                                                     -------------       -------------

PROPERTY AND EQUIPMENT, at cost                                         95,254,000         123,181,000
   Less accumulated depreciation and amortization                      (38,384,000)        (56,591,000)
                                                                     -------------       -------------
            Net property and equipment                                  56,870,000          66,590,000
                                                                     -------------       -------------

OTHER ASSETS
   Excess of cost over fair value of net assets acquired, net          198,193,000         238,762,000
   Investment in unconsolidated joint ventures                          12,405,000          18,158,000
   Deferred costs, net                                                   2,761,000           2,621,000
   Other assets                                                          6,582,000          16,286,000
                                                                     -------------       -------------
            Total other assets                                         219,941,000         275,827,000
                                                                     -------------       -------------

                                                                     $ 395,611,000       $ 494,487,000
                                                                     =============       =============
</TABLE>



                                   (Continued)



                                       2
<PAGE>   3




                   AMERICAN HOMEPATIENT, INC. AND SUBSIDIARIES

                  INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Continued)
                                   (unaudited)


LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                      December 31,       September 30,
                                                                          1996                1997
                                                                     -------------       -------------

<S>                                                                  <C>                 <C>
CURRENT LIABILITIES
   Current portion of long-term debt and capital leases              $  10,245,000       $   8,956,000
   Trade accounts payable                                                8,698,000          11,023,000
   Other payables                                                          775,000             981,000
   Accrued expenses:
      Payroll and related benefits                                       6,672,000           5,689,000
      Restructuring accrual                                                     --          17,318,000
      Other                                                              8,398,000           8,676,000
                                                                     -------------       -------------
            Total current liabilities                                   34,788,000          52,643,000
                                                                     -------------       -------------

NONCURRENT LIABILITIES
   Long-term debt and capital leases, less current portion             139,458,000         247,822,000
   Deferred income taxes                                                 4,578,000           4,603,000
   Other noncurrent liabilities                                          1,145,000           1,224,000
                                                                     -------------       -------------
            Total noncurrent liabilities                               145,181,000         253,649,000
                                                                     -------------       -------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
   Preferred stock, $.01 par value; authorized 5,000,000
      shares; none issued and outstanding                                       --                  --
   Common stock, $.01 par value; authorized 35,000,000
      shares; issued and outstanding, 14,677,000 and 14,843,000
      shares, respectively                                                 147,000             148,000
   Paid-in capital                                                     166,780,000         169,987,000
   Retained earnings                                                    48,715,000          18,060,000
                                                                     -------------       -------------
            Total stockholders' equity                                 215,642,000         188,195,000
                                                                     -------------       -------------

                                                                     $ 395,611,000       $ 494,487,000
                                                                     =============       =============
</TABLE>

The accompanying notes to interim condensed consolidated financial statements
are an integral part of these statements.




                                       3
<PAGE>   4

                   AMERICAN HOMEPATIENT, INC. AND SUBSIDIARIES

             INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)



<TABLE>
<CAPTION>
                                                    Three Months Ended September 30    Nine Months Ended September 30
                                                    -------------------------------    ------------------------------
                                                          1996            1997              1996             1997
                                                    -------------    -------------     -------------    -------------
<S>                                                 <C>              <C>               <C>              <C>          
REVENUES
   Sales and related service revenues               $  32,101,000    $  48,074,000     $  82,916,000    $ 130,726,000
   Rentals and other revenues                          38,213,000       52,706,000       102,132,000      145,955,000
   Earnings from joint ventures                         1,666,000        1,871,000         4,403,000        5,345,000
                                                    -------------    -------------     -------------    -------------
            Total revenues                             71,980,000      102,651,000       189,451,000      282,026,000
                                                    -------------    -------------     -------------    -------------

EXPENSES
   Cost of sales and related services, excluding
       depreciation and amortization                   15,449,000       31,085,000        40,463,000       72,442,000
   Operating                                           36,570,000       70,163,000        96,376,000      162,345,000
   General and administrative                           4,475,000        4,130,000        12,044,000       11,761,000
   Depreciation and amortization                        6,544,000        9,013,000        17,093,000       24,526,000
   Interest                                             1,932,000        4,553,000         5,926,000       11,450,000
   Restructuring charge                                        --       33,829,000                --       33,829,000
   Goodwill impairment                                         --        8,165,000                --        8,165,000
                                                    -------------    -------------     -------------    -------------
            Total expenses                             64,970,000      160,938,000       171,902,000      324,518,000
                                                    -------------    -------------     -------------    -------------

INCOME (LOSS) FROM OPERATIONS BEFORE
   INCOME TAXES                                         7,010,000      (58,287,000)       17,549,000      (42,492,000)

PROVISION (BENEFIT) FOR INCOME TAXES                    2,706,000      (18,091,000)        6,774,000      (11,836,000)
                                                    -------------    -------------     -------------    -------------

NET INCOME (LOSS)                                   $   4,304,000    $ (40,196,000)    $  10,775,000    $ (30,656,000)
                                                    =============    =============     =============    =============

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES                                       15,010,000       15,022,000        13,414,000       15,030,000
                                                    =============    =============     =============    =============

INCOME (LOSS) PER SHARE                             $        0.29    $       (2.68)    $        0.80    $       (2.04)
                                                    =============    =============     =============    =============

</TABLE>

The accompanying notes to interim condensed consolidated financial statements
are an integral part of these statements.




                                       4
<PAGE>   5

                   AMERICAN HOMEPATIENT, INC. AND SUBSIDIARIES

             INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                             For the Nine Months Ended
                                                                                    September 30
                                                                          ------------------------------
                                                                              1996              1997
                                                                          ------------     -------------
<S>                                                                       <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss) from operations                                      $ 10,775,000     $ (30,656,000)
   Adjustments to reconcile net income (loss) from operations
      to net cash provided from (used in) operating activities:
         Depreciation and amortization                                      17,093,000        24,526,000
         Equity in earnings of unconsolidated joint ventures                (2,340,000)       (2,806,000)
         Minority interest                                                     111,000           147,000
         Goodwill impairment and write-off                                          --        20,305,000
         Other non-cash charges                                                     --        26,877,000

   Change in assets and liabilities, net of effects from acquisitions:
         Receivables, net                                                  (10,595,000)      (20,298,000)
         Restricted cash                                                       (50,000)          375,000
         Inventories                                                        (1,465,000)          631,000
         Prepaid expenses and other                                             14,000        (1,922,000)
         Income taxes receivable                                              (547,000)      (14,538,000)
         Trade accounts payable, accrued expenses
            and other current liabilities                                   (7,377,000)       (6,108,000)
         Restructuring accrual                                                      --        17,320,000
         Other assets                                                         (420,000)       (1,772,000)
                                                                          ------------     -------------
            Net cash provided from operating activities                      5,199,000        12,081,000
                                                                          ------------     -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Acquisitions, net of cash acquired                                      (74,302,000)      (99,326,000)
   Additions to property and equipment, net                                (14,831,000)      (24,801,000)
   Distributions to unconsolidated joint ventures,
      net of advances                                                       (1,103,000)         (322,000)
   Distributions to minority interest owners                                    (9,000)         (109,000)
                                                                          ------------     -------------
            Net cash used in investing activities                          (90,245,000)     (124,558,000)
                                                                          ------------     -------------
</TABLE>


                                  (Continued)





                                       5
<PAGE>   6

                   AMERICAN HOMEPATIENT, INC. AND SUBSIDIARIES

             INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
                                   (Continued)


<TABLE>
<CAPTION>
                                                                        For the Nine Months Ended
                                                                               September 30
                                                                     ------------------------------
                                                                         1996              1997
                                                                     ------------     -------------
<S>                                                                  <C>              <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal payments on debt and capital leases                       (9,248,000)       (9,509,000)
   Proceeds from issuance of debt                                      25,300,000       119,345,000
   Proceeds from exercise of stock options                              2,365,000         2,258,000
   Deferred financing costs                                            (1,309,000)         (372,000)
   Proceeds from equity offering, net                                  66,032,000                --
                                                                     ------------     -------------
            Net cash provided from financing activities                83,140,000       111,722,000
                                                                     ------------     -------------

DECREASE IN CASH AND CASH EQUIVALENTS                                  (1,906,000)         (755,000)

CASH AND CASH EQUIVALENTS, beginning of period                          4,224,000         7,299,000
                                                                     ------------     -------------

CASH AND CASH EQUIVALENTS, end of period                             $  2,318,000     $   6,544,000
                                                                     ============     =============

SUPPLEMENTAL INFORMATION:
   Cash payments of interest                                         $  6,058,000     $  11,418,000
                                                                     ============     =============

   Cash payments of income taxes                                     $  7,588,000     $   2,493,000
                                                                     ============     =============
</TABLE>


The accompanying notes to interim condensed consolidated financial statements
are an integral part of these statements.



                                       6
<PAGE>   7

                   AMERICAN HOMEPATIENT, INC. AND SUBSIDIARIES

          NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 1997 AND 1996


        1.    ORGANIZATION AND BACKGROUND:

        The registrant is a health care services company engaged in the
        provision of home health care services. The Company's home health care
        services consist primarily of the provision of respiratory and infusion
        therapies and the rental and sale of home medical equipment and home
        health care supplies. For the nine months ended September 30, 1997, such
        services represented 46%, 18% and 36%, respectively, of net revenues. As
        of September 30, 1997, the Company provided these services to patients
        primarily in the home through 340 centers in 36 states.



        2.    OXYGEN REIMBURSEMENT CUT AND RELATED RESTRUCTURING:

        In August, Congress enacted and President Clinton signed the Balanced
        Budget Act of 1997 which will cut the Medicare reimbursement rate for
        oxygen related services by 25 percent on January 1, 1998, and by another
        five percent in 1999. In addition, Consumer Price Index increases in
        oxygen reimbursement rates will not resume until the year 2003. American
        HomePatient is one of the nation's largest providers of home oxygen
        services to patients, many of whom are Medicare recipients, and is
        therefore significantly affected by this legislation. Medicare oxygen
        reimbursements account for approximately 23.5 percent of the Company's
        revenues.

        On September 25, 1997, the Company announced initiatives to aggressively
        respond to planned Medicare reimbursement cuts by fundamentally
        reshaping the Company for long-term growth and value creation. More than
        100 of the Company's total operating and billing locations will be
        impacted by the planned activities. The specific actions resulted in
        pre-tax accounting charges in the third quarter of 1997 of $65.0 million
        due to the closure, consolidation, or scaling back of approximately 20
        percent of the Company's total operating centers, the closure or scaling
        back of nine billing centers, the elimination of four operating regions,
        the scaling back or elimination of marginal products and services at
        numerous locations, and the related termination of approximately 313
        employees in the affected operating and billing centers. These
        activities are expected to be substantially completed by June 1998.

        The $65.0 million pre-tax charges recorded in the third quarter of 1997
        specifically related to the write-down of goodwill and other non current
        assets ($8.2 million), the closure, consolidation, scaling back, or
        elimination of services at selected locations ($44.8 million), and
        the negative impact on the remaining operating locations ($12.0
        million).

        The write-off of goodwill and other non current assets is required under
        SFAS No. 121 based upon management's estimate of the impact of the
        announced oxygen cuts on the Company's continuing operations.
        Management's projections of future operations considering the reduced
        reimbursement rates for oxygen indicated that the carrying value of
        goodwill and other non current assets should be written down by $8.2
        million.

        The closure, consolidation, scaling back, or elimination of services at
        more than 100 of the Company's operating and billing centers resulted in
        the write-off of goodwill and other intangible assets specifically
        identified with affected locations ($12.2 million), the accrual of
        estimated employee severance and related exit costs ($6.7 million), the
        accrual of estimated facility exit costs including future lease costs,
        the write-off of leasehold improvements, and the write-down of
        furniture and equipment ($6.1 million), the write-down of accounts
        receivable to estimated realizable value ($8.7 million), the write-down
        of inventory to estimated realizable value ($2.2 million), the
        write-down of rental equipment to estimated realizable value ($2.8
        million), the termination of related management contracts ($3.0
        million), and other exit costs ($3.1 million).

        Due to the comprehensive nature of this restructuring, including the
        consolidation of regional responsibilities and additional management
        attention required to accomplish the restructuring in the desired
        timeframe, negative impacts are anticipated in the remaining operating





                                       7
<PAGE>   8

        businesses relative to realization of accounts receivable, inventories
        and rental equipment, for which an additional $12.0 million charge was
        recorded.

        The cash portion of the pre-tax accounting charge is estimated to be
        approximately $17.3 million. No material amounts were charged against
        the related accruals in the third quarter of 1997.

        The accounting charges discussed above are recorded in the accompanying
        third quarter of 1997 interim condensed consolidated statements of 
        operations in the following classifications:


<TABLE>
                        <S>                                              <C>
                        Cost of sales                                    $ 5,255,000
                        Operating expenses                                17,751,000
                        Restructuring charge                              33,829,000
                        Goodwill impairment                                8,165,000
                                                                         -----------

                           Total unusual charges                         $65,000,000
                                                                         ===========
</TABLE>




                                       8
<PAGE>   9


        3.    BASIS OF FINANCIAL STATEMENTS:

        The interim condensed consolidated financial statements of the Company
        for the three and nine months ended September 30, 1997 and 1996 included
        herein have been prepared by the Company, without audit, pursuant to the
        rules and regulations of the Securities and Exchange Commission. Certain
        information and footnote disclosures normally included in financial
        statements prepared in accordance with generally accepted accounting
        principles have been condensed or omitted pursuant to such rules and
        regulations. In the opinion of management of the Company, the
        accompanying unaudited interim consolidated financial statements reflect
        all adjustments (consisting of only normally recurring accruals)
        necessary to present fairly the financial position at September 30, 1997
        and the results of operations and the cash flows for the three and nine
        months ended September 30, 1997 and 1996.

        The results of operations for the three and nine months ended September
        30, 1997 and 1996 are not necessarily indicative of the operating
        results for the entire respective years. These interim consolidated
        financial statements should be read in conjunction with the audited
        financial statements and notes thereto included in the Company's Annual
        Report on Form 10-K for the year ended December 31, 1996.

        4.    ACQUISITIONS:

        During 1997 and effective through September 30, 1997, the Company
        acquired 27 home health care companies with combined annualized revenue
        of approximately $77 million for total consideration of approximately
        $94 million, including cash, satisfaction of certain liabilities, and
        notes payable issued to sellers.

        Since January 1, 1996 and effective through September 30, 1997, American
        HomePatient has acquired 67 home health care companies.

        The terms of the 1996 and 1997 acquisitions, including the consideration
        paid, were the result of arm's-length negotiations. The acquisitions
        were funded via a combination of cash from Company reserves,
        seller-financed notes, and draws on the Company's Bank Credit Facility
        (see below).

        On June 6, 1997, the Company entered into a Third Amended and Restated
        Bank Credit Facility ("Bank Credit Facility") to increase commitments
        thereunder to $325.0 million. This Facility includes a $150.0 million
        five-year term loan and a $175.0 million five-year revolving line of
        credit. The various financial and operating covenants are substantially
        similar to those under the second amended and restated Bank Credit
        Facility. Borrowings under the Bank Credit Facility may be used for
        acquisitions and other general corporate purposes, subject to the terms
        and conditions of the respective credit and security agreements. Most of
        the Company's operating assets have been pledged as security for
        borrowings under the Bank Credit Facility. The Bank Credit Facility
        contains various financial covenants, the most restrictive of which
        relate to measurements of shareholders' equity, leverage ratios, and
        interest coverage ratios.




                                       9
<PAGE>   10
        5.    NET INCOME (LOSS) PER SHARE:

        Net income per share is based on the weighted average number of the
        Company's common and common equivalent shares outstanding or subscribed
        which pertain to the respective operations included in each period.
        Common stock equivalents result from stock options issued to management,
        employees, and directors as well as from warrants to acquire common
        shares issued by the Company, and are determined using the treasury
        stock method.

        Statement of Financial Accounting Standards No. 128, "Earnings per
        Share", ("SFAS 128"), has been issued effective for fiscal periods
        ending after December 15, 1997. SFAS No. 128 establishes standards for
        computing and presenting earnings per share. The Company is required to
        adopt the provisions of SFAS No. 128 in the fourth quarter of 1997.
        Under the standards established by SFAS 128, earnings per share is
        measured at two levels: basic earnings per share and diluted earnings
        per share. Basic earnings per share is computed by dividing net income
        by the weighted average number of common shares outstanding during the
        year. Diluted earnings per share is computed by dividing net income by
        the weighted average number of common shares after considering the
        additional dilution related to preferred stock, convertible debt,
        options and warrants.

        The following pro forma amounts present the basic earnings per share and
        diluted earnings per share as if the Company had adopted SFAS 128 for
        the periods presented:


<TABLE>
<CAPTION>
                                                         (Unaudited Pro Forma)
                                    -----------------------------------------------------------
                                    Three Months ended Sept. 30,    Nine Months Ended Sept. 30,
                                    ----------------------------    ---------------------------
                                       1996              1997         1996              1997
                                     --------          --------     --------          --------
       <S>                            <C>              <C>           <C>              <C>
       BASIC EARNINGS PER SHARE       $0.29            $(2.70)       $0.83            $(2.07)
                                      -----            ------        -----           --------
       DILUTED EARNINGS PER SHARE     $0.29            $(2.68)       $0.80            $(2.04)
                                      -----            ------        -----           --------
</TABLE>



                                       10
<PAGE>   11

        ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

        RISK FACTORS - IN CONNECTION WITH THE "SAFE HARBOR" PROVISIONS OF THE
        PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, THE COMPANY HEREBY
        MAKES REFERENCE TO ITEMS SET FORTH UNDER THE HEADING "RISK FACTORS" IN
        THE COMPANY'S REGISTRATION STATEMENT ON FORM S-2, AS AMENDED
        (REGISTRATION NO. 33-89568). SUCH CAUTIONARY STATEMENTS IDENTIFY
        IMPORTANT FACTS THAT COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER
        MATERIALLY FROM THOSE PROJECTED IN FORWARD LOOKING STATEMENTS MADE BY OR
        ON BEHALF OF THE COMPANY IN THIS OR ANY OTHER SECTION OF THIS FORM 10-Q.

        GENERAL

        The Company's home health care services consist primarily of the
        provision of home respiratory therapy, the provision of home infusion
        therapy and the rental and sale of home medical equipment and supplies.
        These services and products are paid for primarily by Medicare, Medicaid
        and other third-party payors. The following table sets forth the
        percentage of the Company's net revenues represented by each line of
        business for the periods presented:

<TABLE>
<CAPTION>

                                                                    Nine Months Ended September 30,
                                                                    -------------------------------
                                                                      1996                   1997
                                                                      ----                   ----

          <S>                                                         <C>                    <C>
          Home respiratory therapy services                              50%                   46%
          Home infusion therapy services                                 18                    18
          Home medical equipment and medical supplies                    32                    36
                                                                       ----                  ----
               Total                                                    100%                  100%
                                                                       ====                  ====
</TABLE>


        The Company reports its net revenues as follows: (i) sales and related
        services; (ii) rentals and other; and (iii) earnings from hospital joint
        ventures. Sales and related services revenues are derived from the sale
        of aerosol and respiratory therapy equipment and supplies and services
        related to the delivery of these products, the provision of infusion
        therapies, and the sale of home health care equipment and supplies.
        Rentals and other revenues are derived from the rental of home health
        care equipment, enteral pumps and equipment related to the provision of
        respiratory therapies. The Company's hospital joint ventures are not
        consolidated for financial statement reporting purposes.  Earnings from
        hospital joint ventures represent the Company's equity in earnings from
        unconsolidated hospital joint ventures and management and administrative
        fees for unconsolidated hospital joint ventures. Cost of sales and
        related services includes the cost of equipment, drugs and related
        supplies sold to patients. Operating expenses include center labor
        costs, delivery expenses, selling costs, occupancy costs, costs related
        to rentals other than depreciation, billing center costs, other
        operating costs and provision for doubtful accounts. General and
        administrative expenses include corporate and area management expenses
        and costs.

        Since its inception, the Company has experienced substantial growth.
        This growth is primarily attributable to the Company's pursuit of an
        acquisition strategy targeting successful, operating home health care
        businesses, through both 100% ownership and joint venture partnerships.
        Since the Company's initial public offering in November 1991, the
        Company






                                       11
<PAGE>   12

        has expanded operations from 24 home health care centers in four states
        to 340 home health care centers in 36 states as of September 30, 1997.
        Effective during 1996, the Company acquired 40 home health care
        companies and effective during the nine months ended September 30, 1997
        the Company acquired 27 home health care companies. The Company
        continues its integration of recently acquired home health care centers.
        The Company's experience and management expertise is applied wherever
        possible to improve the operating efficiency of the new centers. Quality
        methods and ideas from the acquired centers become part of the systems
        and procedures of the combined Company. Profitable services that were
        not formerly provided are being added where such opportunities exist. As
        the Company grows, economies of scale are realized in purchasing goods
        and services used in the Company's business and, to some extent, its
        management of overhead expenses.

        The Office of Inspector General of the Department of Health and Human
        Services ("OIG") has expanded its auditing of the healthcare industry in
        an effort to better detect and remedy fraud and abuse and irregularities
        in Medicare and Medicaid billing. The Company has been notified that the
        OIG plans to audit the Company for the period of time from 1990 to the
        present. While management does not believe such an audit will have a
        material impact on the Company, this matter is in its preliminary stages
        and its outcome cannot be predicted with certainty.

        MEDICARE REIMBURSEMENT FOR OXYGEN THERAPY SERVICES

        In August, Congress enacted and President Clinton signed the Balanced
        Budget Act of 1997 which will cut the Medicare reimbursement rate for
        oxygen related services by 25 percent on January 1, 1998, and by another
        five percent in 1999. In addition, Consumer Price Index increases in
        oxygen reimbursement rates will not resume until the year 2003. American
        HomePatient is one of the nation's largest providers of home oxygen
        services to patients, many of whom are Medicare recipients, and is
        therefore significantly affected by this legislation. Medicare oxygen
        reimbursements account for approximately 23.5 percent of the Company's
        revenues.

        On September 25, 1997, the Company announced initiatives to aggressively
        respond to planned Medicare reimbursement cuts by fundamentally
        reshaping the Company for long-term growth and value creation. More than
        100 of the Company's total operating and billing locations will be
        impacted by the planned activities. The specific actions resulted in
        pre-tax accounting charges in the third quarter of 1997 of $65.0 million
        due to the closure, consolidation, or scaling down of approximately 20
        percent of the Company's total operating centers, the closure or scaling
        back of nine billing centers, the elimination of four operating regions,
        the scaling back or elimination of marginal products and services at
        numerous locations, and the related termination of approximately 313
        employees.

        RESULTS OF OPERATIONS

        As fully discussed in Note 2 of the September 30, 1997 interim financial
        statements, the Company recorded $65.0 million of accounting charges in
        the quarter ended September 30, 1997 related to the oxygen reimbursement
        cut and related restructuring. 

        In addition to the $65.0 million charge, the Company also recorded the
        following unusual non-recurring charges in the third quarter of 1997.

        The Company finalized the results of physical inventory counts for
        certain acquired locations primarily in Oklahoma and Texas and recorded
        a charge to income of $1.0 million. 

        In connection with the Company's analysis of locations during the
        planning for the restructuring discussed above, management determined
        that an additional charge of $1.0 million was required to appropriately
        state the required franchise tax accrual.

        The impact of these charges on the various classifications within the
        interim condensed statements of operations is as follows:

<TABLE>

                        <S>                                      <C>        
                        Cost of sales                            $ 6,255,000
                        Operating expenses                        18,751,000
                        Restructuring charge                      33,829,000
                        Goodwill impairment                        8,165,000
                                                                 -----------

                                                                 $67,000,000
                                                                 ===========
</TABLE>





                                       12
<PAGE>   13

        The following table and discussion set forth items from the income
        statement as a percentage of net revenues before the unusual charges for
        the periods indicated:

                           PERCENTAGE OF NET REVENUES

<TABLE>
<CAPTION>
                                                              Three Months         Nine Months
                                                           Ended September 30   Ended September 30
                                                           ------------------   ------------------
                                                            1996       1997       1996       1997
                                                           ------     ------     ------     ------
        <S>                                                 <C>        <C>        <C>        <C>
        Net Revenues                                        100.0%     100.0%     100.0%     100.0%

        Costs and expenses:
           Cost of sales and related services                21.5       24.2       21.4       23.4
           Operating expenses                                50.8       50.1       50.9       50.9
           General and administrative                         6.2        4.0        6.3        4.2
           Depreciation and amortization                      9.1        8.8        9.0        8.7
           Interest                                           2.7        4.4        3.1        4.1
                                                           ------     ------     ------     ------
              Total costs and expenses                       90.3%      91.5%      90.7%      91.3%
                                                           ------     ------     ------     ------

           Income from operations before income taxes         9.7%       8.5%       9.3%       8.7%
                                                           ======     ======     ======     ======
</TABLE>

        The operations of acquired centers are included in the operations of the
        Company from the effective date of each acquisition. Because of the
        substantial acquisition activity, the comparison of the results of
        operations between 1997 and 1996 is materially impacted by the
        operations of these acquired businesses. For comparative purposes, the
        Company separates operations into "same-store" and "acquisitions." An
        acquired center becomes "same-store" beginning with its thirteenth month
        of operations as part of the Company.

        THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO THREE MONTHS ENDED
        SEPTEMBER 30, 1996

        NET REVENUES. Net revenues increased from $72.0 million for the quarter
        ended September 30, 1996 to $102.7 million for the same period in 1997,
        an increase of $30.7 million, or 43%. Same-store net revenues, including
        net revenues of same-store hospital joint ventures managed by the
        Company and accounted for under the equity method, increased 9%. Net
        revenues of same-store hospital joint ventures contributed 3% to this
        total same-store net revenue growth rate. Following is a discussion of
        the components of net revenues:

             Sales and Related Services Revenues. Sales and related services
             revenues increased from $32.1 million for the quarter ended
             September 30, 1996 to $48.1 million for the same period in 1997, an
             increase of $16.0 million, or 50%. This increase is primarily
             attributable to the acquisition of home health care businesses and
             same-store revenue growth.

             Rentals and Other Revenue. Rentals and other revenues increased
             from $38.2 million for the quarter ended September 30, 1996 to
             $52.7 million for the same period in 1997, an increase of $14.5
             million or 38%. This increase is primarily attributable to the
             acquisition of home health care businesses and same-store revenue
             growth.

             Earnings from Hospital Joint Ventures. Earnings from hospital joint
             ventures increased from $1.7 million for the quarter ended
             September 30, 1996 to $1.9 million for the same period in 1997, an
             increase of $200,000, or 12%. This increase is primarily
             attributable to net growth in the Company's existing hospital joint
             ventures.






                                       13
<PAGE>   14

        COST OF SALES AND RELATED SERVICES. Cost of sales and related services
        increased from $15.4 million for the quarter ended September 30, 1996 to
        $24.8 million for the same period in 1997, an increase of $9.4 million,
        or 61%. As a percentage of sales and related services revenues, cost of
        sales and related services increased from 48% to 52%. This increase is
        attributable to a change in the mix of sales and related services
        revenues attributable primarily to the acquired home health care
        businesses.

        OPERATING EXPENSES. Operating expenses increased from $36.6 million for
        the quarter ended September 30, 1996 to $51.4 million for the same
        period in 1997, an increase of $14.8 million, or 40%. This increase is
        primarily attributable to the acquired home health care businesses. As a
        percentage of revenue, operating expenses decreased from 51% to 50%
        despite the fact that certain expenses which were classified as general
        and administrative expenses in the quarter ended September 30, 1996 were
        classified as operating expenses in the quarter ended September 30,
        1997. As a percentage of net revenues, combined operating and general
        and administrative expenses have decreased from 57% to 54%. This
        decrease is primarily attributable to operating and general and
        administrative expense improvement and lower operating expense levels of
        the acquired home health care businesses.

        GENERAL AND ADMINISTRATIVE. General and administrative expenses
        decreased from $4.5 million for the quarter ended September 30, 1996 to
        $4.1 million for the same period in 1997, a decrease of $400,000. This
        decrease is primarily attributable to the reclassification of certain
        expenses which were classified as general and administrative for the
        quarter ended September 30, 1996 but were classified as operating
        expenses for the quarter ended September 30, 1997. As a percentage of
        net revenues, combined operating and general and administrative expenses
        have decreased from 57% to 54%. This decrease is primarily attributable
        to operating and general and administrative expense improvement and
        lower operating expense levels of the acquired home health care
        businesses.

        DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses
        increased from $6.5 million for the quarter ended September 30, 1996 to
        $9.0 million for the same period in 1997, an increase of $2.5 million.
        This increase is primarily attributable to the acquired home health care
        businesses.

        INTEREST. Interest expense increased from $1.9 million for the quarter
        ended September 30, 1996 to $4.6 million for the same period in 1997, an
        increase of $2.7 million. The increase is due to additional interest
        expense associated with increased borrowings used to fund acquisitions
        of home health care businesses.

        NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED
        SEPTEMBER 30, 1997

        NET REVENUES. Net revenues increased from $189.5 million for the nine
        months ended September 30, 1996 to $282.0 million for the same period in
        1997, an increase of $92.5 million, or 49%. Same-store net revenues,
        including net revenues of same-store hospital joint ventures managed by
        the Company and accounted for under the equity method, increased 10%.
        Same-store hospital joint ventures contributed 2% of this total
        same-store growth rate. Following is a discussion of the components of
        net revenues:

             Sales and Related Services Revenues. Sales and related services
             revenues increased from $82.9 million for the nine months ended
             September 30, 1996 to $130.7 million for the




                                       14
<PAGE>   15

             same period in 1997, an increase of $47.8 million or 58%. This
             increase is primarily attributable to the acquired home health care
             businesses and same-store revenue growth.

             Rentals and Other Revenue. Rentals and other revenues increased
             from $102.1 million for the nine months ended September 30, 1996 to
             $146.0 million for the same period in 1997, an increase of $43.9
             million, or 43%. This increase is primarily attributable to the
             acquired home health care businesses and same-store revenue growth.

             Earnings from Joint Ventures. Earnings from joint ventures
             increased from $4.4 million for the nine months ended September 30,
             1996 to $5.3 million for the same period in 1997, an increase of
             $900,000, or 20%. Of this increase, $700,000 is attributable to net
             growth in the existing hospital joint ventures. The remainder of
             the increase is attributable to acquired joint ventures.

        COST OF SALES AND RELATED SERVICES. Cost of sales and related services
        increased from $40.5 million for the nine months ended September 30,
        1996 to $66.2 million for the same period in 1997, an increase of $25.7
        million, or 63%. As a percentage of sales and related services revenues,
        cost of sales and related services increased from 49% to 51%. This
        increase is attributable to a change in the mix of sales and related
        services revenues attributable primarily to the acquired home health
        care businesses.

        OPERATING EXPENSES. Operating expenses increased from $96.4 million for
        the nine months ended September 30, 1996 to $143.6 million for the same
        period in 1997, an increase of $47.2 million, or 49%. This increase is
        primarily attributable to the acquired home health care businesses. As a
        percentage of net revenues, operating expenses remained constant at 51%
        despite the fact that certain expenses which were classified as general
        and administrative expenses for the nine months ended September 30, 1996
        were classified as operating expenses for the nine months ended
        September 30, 1997. As a percentage of net revenues, combined operating
        and general and administrative expenses decreased from 57% to 55%. This
        decrease is primarily attributable to operating and general and
        administrative expense improvement and lower operating expense levels of
        the acquired home health care businesses.

        GENERAL AND ADMINISTRATIVE. General and administrative expenses
        decreased from $12.0 million for the nine months ended September 30,
        1996 to $11.8 million for the same period in 1997, a decrease of
        $200,000. As a percentage of net revenue, general and administrative
        expenses have decreased from 6% to 4%. This decrease is attributable to
        the reclassification of certain expenses which were classified as 
        general and administrative for the nine months ended September 30, 1996
        but were classified as operating expenses for the nine months ended
        September 30, 1997. As a percentage of net revenues, combined operating
        and general and administrative expenses decreased from 57% to 55%. This
        decrease is primarily attributable to operating and general and
        administrative expense improvement and lower operating expense levels of
        the acquired home health care businesses.

        DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses
        increased from $17.1 million for the nine months ended September 30,
        1996 to $24.5 million for the same period in 1997, an increase of $7.4
        million, or 43%. This increase is primarily attributable to the acquired
        home health care businesses.




                                       15
<PAGE>   16


        INTEREST. Interest expense increased from $5.9 million for the nine
        months ended September 30, 1996 to $11.4 million for the same period in
        1997, an increase of $5.5 million. The increase is due to additional
        interest expense associated with increased borrowings used to fund
        acquisitions of home health care businesses.

        LIQUIDITY AND CAPITAL RESOURCES

        At September 30, 1997, the Company's working capital was $99.4 million
        and the current ratio was 2.9x as compared to working capital of $84.0
        million and a current ratio of 3.4x at December 31, 1996. The Company
        had current maturities of long-term debt of approximately $9.0 million
        at September 30, 1997.

        The Company's future liquidity will continue to be dependent upon the
        relative amounts of current assets (principally cash, accounts
        receivable and inventories) and current liabilities (principally
        accounts payable, and accrued expenses). In that regard, accounts
        receivable can have a significant impact on the Company's liquidity.
        Accounts receivable are generally outstanding for longer periods of time
        in the health care industry than many other industries because of
        requirements to provide third party payors with additional information
        subsequent to billing and the time required by such payors to process
        claims. Certain accounts receivable frequently are outstanding for more
        than 90 days, particularly where the account receivable relates to
        services for a patient (i) receiving a new medical therapy or (ii)
        covered by Medicare or Medicaid. Net patient accounts receivable were
        $76.1 million and $89.8 million at December 31, 1996 and September 30,
        1997, respectively. This increase was primarily attributable to the
        acquisition of home health care businesses and the same-store revenue
        growth for the nine months ended September 30, 1997 net of $17.7
        million in accounts receivable related charges incurred in the current
        quarter associated with the restructuring plan as described in Note 2
        of the interim financial statements. This represented an average of 
        approximately 93 and 98 days' sales in accounts receivable at December
        31, 1996 and September 30, 1997, respectively.

        Net cash provided from operating activities was $5.2 million and $12.1
        million for the nine months ended September 30, 1996 and 1997,
        respectively. These amounts primarily represent net income plus
        depreciation and amortization and provisions for doubtful accounts and
        changes in the various components of working capital. Net cash used in
        investing activities was $90.2 million and $124.6 million for the nine
        months ended September 30, 1996 and 1997, respectively. These amounts
        primarily represent acquisitions of home health care businesses and
        property and equipment additions. Net cash provided from financing
        activities was $83.1 million and $111.7 million for the nine months
        ended September 30, 1996 and 1997, respectively. These amounts primarily
        represent proceeds from the issuance of long-term debt, the issuance of
        common stock in connection with an equity offering and stock option
        exercises offset by principal repayments of debt.

        The Company's principal capital requirements are for acquisitions of
        additional home health care companies and expansion of the services
        provided through its existing home health care centers. The Company has
        financed and intends to continue to finance these requirements, its net
        revenue growth, and working capital needs with net cash provided by
        operations and with borrowings under the Bank Credit Facility. On June
        6, 1997, the Company amended and restated the Bank Credit Facility to
        increase commitments thereunder to $325.0 million. The Bank Credit
        Facility includes a $150.0 million five-year term loan and a $175.0
        million five-




                                       16
<PAGE>   17

        year revolving line of credit. Borrowings under the Bank Credit Facility
        may be used to finance acquisitions and for other general corporate
        purposes, subject to the terms and conditions of the credit and security
        agreements. Most of the Company's operating assets have been pledged as
        security for borrowings under the Bank Credit Facility. Interest is
        payable on borrowings under the Bank Credit Facility, at the election of
        the Company, at either a "Base Lending Rate" or an "Adjusted Eurodollar
        Rate" (each as defined in the Bank Credit Facility), plus a margin from
        0% to 0.5% and from 0.375% to 1.25%, respectively. The Company's ability
        to borrow under the Bank Credit Facility terminates on June 6, 2002,
        subject to exceptions set forth therein. As of September 30, 1997 the
        weighted average borrowing rate was 6.96%. A commitment fee of up to
        .375% per annum (.375% as of September 30, 1997) is payable by the
        Company on the undrawn balance. The interest rate and commitment fee are
        based on the leverage ratio as defined in the Bank Credit Facility.

        The Bank Credit Facility contains various financial covenants, the most
        restrictive of which relate to measurements of stockholders' equity,
        leverage ratios and interest coverage ratios. The Bank Credit Facility
        also contains certain covenants which, among other things, impose
        certain limitations or prohibitions on the Company with respect to the
        incurrence of certain indebtedness, the creation of security interest on
        the assets of the Company, the payment of dividends on and the
        redemption or repurchase of securities of the Company, investments,
        acquisitions, investments in joint ventures, capital expenditures and
        sales of Company assets. The Company was in compliance with these
        covenants at September 30, 1997.

        The Company's capital expenditures consist of purchases of home health
        care rental equipment and routine capital purchases at its regional and
        corporate offices. Through September 30, 1997, $24.8 million of capital
        expenditures had been incurred.

        IMPLEMENTATION OF FINANCIAL ACCOUNTING STANDARDS

        Statement of Financial Accounting Standards No. 128, "Earnings per
        Share" ("SFAS 128") has been issued effective for fiscal periods ending
        after December 15, 1997. SFAS 128 establishes standards for computing
        and presenting earnings per share. The Company is required to adopt the
        provisions of SFAS 128 in the fourth quarter of 1997 and does not expect
        adoption thereof to have a material effect on the Company's financial
        position or results of operations.

        Summary

        Management believes that the impact of the Medicare oxygen reimbursement
        rate reductions contained in the Balanced Budget Act of 1997 will
        require actions to help assure that available cash, funding available
        under the Bank Credit Facility and funds generated from operations will
        be sufficient for the Company to satisfy its capital expenditures,
        acquisition activities, working capital and debt requirements for the
        next twelve months. The Company's future operating results could differ
        materially from those historically achieved or previously projected in
        forward looking statements made by or on behalf of the Company.



                                       17
<PAGE>   18


                           PART II. OTHER INFORMATION

        ITEM 1 - LEGAL PROCEEDINGS

              The Office of Inspector General of the Department of Health and
              Human Services ("OIG") has expanded its auditing of the healthcare
              industry in an effort to better detect and remedy fraud and abuse
              and irregularities in Medicare and Medicaid billing. The Company
              has been notified that the OIG plans to audit the Company for the
              period of time from 1990 to the present. While management does not
              believe such an audit will have a material impact on the Company,
              this matter is in its preliminary stages and its outcome cannot be
              predicted with certainty.             

        ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

        (A)   Exhibits. The exhibits filed as part of this Report are listed on
              the Index to Exhibits immediately following the signature page.

        (B)   Reports on Form 8-K. A report on Form 8-K dated September 23,
              1997 was filed to report the Company's reorganization efforts in
              response to the Medicare Oxygen reimbursement rate reductions
              included in the Balanced Budget Act of 1997. No financial
              statements were included.  



                                       18
<PAGE>   19

                                   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 thereunto duly authorized.



                              AMERICAN HOMEPATIENT, INC.

        November 13, 1997     By: /s/Mary Ellen Rodgers
                                  ----------------------------------------------
                                  Mary Ellen Rodgers
                                  Chief Financial Officer and An Officer Duly
                                  Authorized to Sign on Behalf of the registrant




                                       19
<PAGE>   20


                                INDEX TO EXHIBITS

EXHIBIT
NUMBER         DESCRIPTION OF EXHIBITS
-------        -----------------------


27             Financial Data Schedule (for SEC use only)


                                       20