FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Marshall Edith S   2. Issuer Name and Ticker or Trading Symbol HMS HOLDINGS CORP [HMSY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) General Counsel (Last) (First) (Middle) 5615 HIGH POINT DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 10/05/2012 (Street) IRVING, TX 75038 4. If Amendment, Date Original Filed(Month/Day/Year) 01/03/2014 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/05/2012   A   630 (2) A $ 27.79 6,630 D   Common Stock 12/31/2013   F   186 (3) D $ 22.7 6,630 (1) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Marshall Edith S 5615 HIGH POINT DRIVE IRVING, TX 75038			General Counsel

Signatures

/s/ Walter D. Hosp by Power of Attorney for Edith Marshall		02/20/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Includes (i) 2,783 restricted stock units (RSUs) granted on February 27, 2013, (ii) 2,002 RSUs granted on May 2, 2012, (iii) 726 RSUs granted on October 1,2011 and (iv) 1,189 RSUs granted on October 5, 2012.
(2)	On a Form 4 filed on October 9, 2012, the Reporting Person reported an RSU grant of 1,259 RSUs on October 5, 2012, of which 50% would vest based on the Issuer's achievement of certain pre-defined performance criteria and the Reporting Persons satisfaction of certain service conditions. On November 15, 2013, the Issuer's Compensation Committee modified the October 5, 2012 RSU grant to remove the performance and service conditions. The 630 RSUs subject to those conditions now have the same vesting schedule as the remainder of the grant - 1/3 vested on December 31, 2013 and the remaining 2/3 will vest on December 31, 2014 and 2015, respectively.
(3)	Shares being withheld reflect (i) 116 shares withheld and reported on a Form 4 filed on January 3, 2014 and (ii) 70 shares withheld based on the modification of the October 5, 2012 RSU grant (see footnote 1).

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