Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a) On February 20, 2013, Dr. Michael Stocker, a member of the Board of Directors (the "Board") of HMS Holdings Corp. (the "Registrant"), notified the Board of his decision not to stand for re-election at the Registrant's 2013 Annual Meeting of Shareholders. This decision is not the result of any disagreement between Dr. Stocker and the Registrant or its management. Dr. Stocker has served as a director of the Registrant since January 2007 and will continue as a director until the 2013 Annual Meeting of Shareholders.

Also on February 20, 2013, Mr. James T. Kelly, a member of the Registrant's Board, notified the Board of his resignation from the Board effective March 1, 2013. This decision is not the result of any disagreement between Mr. Kelly and the Registrant or its management. Mr. Kelly has served as a director of the Registrant since December 2001.

(d) In addition, on February 20, 2013, the Registrant's Board appointed Daniel N. Mendelson to serve as a member of the Registrant's Board, bringing the number of directors to eleven.

Mr. Mendelson filled a newly created directorship. Mr. Mendelson was not selected as a director pursuant to any arrangement or understanding with any other person and he does not have any reportable transactions under Item 404(a) of Regulation S-K.

In connection with his election, Mr. Mendelson was named to the Compensation Committee of the Board. Also on February 20, 2013, Ms. Cora Tellez, who joined the Registrant's Board in October 2012 was named to the Audit Committee of the Board.

For his services as a director of the Company, Mr. Mendelson will receive the Company's standard compensation applicable to non-employee directors.

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