EX-10.54a      Amendment to stock option agreement between
               Robert W. Morey, Jr. and registrant for options
               to purchase 450,000 shares of common stock.


          NON-INCENTIVE STOCK OPTION AGREEMENT


To:  ROBERT W. MOREY, JR.

          We are pleased to notify you that by the determination
of the Compensation Committee (the "Committee") the non-incentive
stock option to purchase 450,000 shares of the Common Stock, $.01
par value per share ("Common Stock") of The WellCare Management
Group, Inc. (the "Company") at a price of $10.00 per share granted
to you on the 23rd day of December, 1996 under the Company's 1996
Non-Incentive Executive Stock Option Plan (the "Plan") has been
amended and restated by the Committee on the 19th day of December
1997 on the terms set forth below.  The exercise price of the
option has been changed to $4.00 per share.  All capitalized terms
not herein defined shall have the meanings set forth in the Plan,
unless the context requires a different meaning.

          1.   PURPOSE OF OPTION.

          The purpose of this Plan is to acknowledge exceptional
services to the Company by senior executives and to provide an
added incentive for such senior executives to continue to provide
such services and to promote the best interests of the Company.

          2.   ACCEPTANCE OF OPTION AGREEMENT.

          Your execution of this non-incentive stock option
agreement will indicate your acceptance of and your willingness to
be bound by its terms; it imposes no obligation upon you to
purchase any of the shares purchasable hereunder.  Your obligation
to purchase shares will arise only upon your exercise of this
option in the manner set forth in Section 3 hereof.

          3.   WHEN OPTION MAY BE EXERCISED.

          If this option has not terminated, lapsed or expired
pursuant to Section 6 hereof, this option shall be exercisable as
follows:

          (a)  On the date hereof, up to 33% of the total
          number of shares subject to this option shall be
          exercisable;

          (b)  on December 19, 1998, up to 66% of the total
          number of shares subject to this option shall be
          exercisable;

          (c)  on December 19, 1999, up to 100% of the total
          number of shares subject to this option shall be
          exercisable;

          (d)  upon your death or "Disability," the entire
          option shall be exercisable; and

          (e)  upon a Change in Control, the entire option
          shall be exercisable.

For purposes hereof, "Disability" shall have the meaning set forth
in Section 22(e)(3) of the Internal Revenue Code of 1986, as
amended.  Similarly, for purposes hereof, a "Change of Control" of
the Company shall mean such time as:

     (i)  Any Person or "group" (within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT"), other than the Principal Shareholders or The 1818
Fund II, L.P., is or becomes the beneficial owner, directly or
indirectly, of outstanding shares of capital stock of the Company,
entitling such Person or Persons to exercise 50% or more of the
total votes entitled to be cast at a regular or special meeting,
or by action by written consent, of shareholders of the Company
(the term "beneficial owner" shall be determined in accordance
with Rule 13d-3, promulgated by the Securities Exchange Commission
under the Exchange Act);

     (ii) A majority of the Board shall consist of Persons other
than Continuing Directors.  The term "CONTINUING DIRECTOR" shall
mean any member of the Board on the Effective Date and any other
member of the Board who shall be recommended or elected to succeed
or become a Continuing Director by a majority of Continuing
Directors who are then members of the Board;

     (iii)     The shareholders of the Company shall have approved a
recapitalization, reorganization, merger, consolidation or similar
transaction, in each case, with respect to which all or
substantially all the Persons who were the respective beneficial
owners of the outstanding shares of capital stock of the Company
immediately prior to such recapitalization, reorganization, merger
or consolidation, beneficially own, directly or indirectly, less
than 50% of the combined voting power of the then outstanding
shares of capital stock of the Company resulting from such <PAGE>
recapitalization, reorganization, merger, consolidation or similar
transaction;

     (iv) The shareholders of the Company shall have approved of
the sale or other disposition of all or substantially all the
assets of the Company in one transaction or in a series of related
transactions;

     (v)  Immediately after any merger, consolidation,
recapitalization or similar transaction, the Principal
Shareholders (A) shall have increased the aggregate percentage of
the outstanding shares of capital stock of the Company they
beneficially own, directly or indirectly, by 10% of such
outstanding shares of capital stock or more (or if the entity
surviving such transaction is a corporation, the Principal
Shareholders' ownership in the new entity shall have increased by
10% or more of their aggregate percentage of ownership of the
Company immediately prior to the transaction) and (B) shall be the
beneficial owners directly or indirectly, of outstanding shares of
stock of the Company (or any Person surviving such transaction)
entitling them collectively to exercise 50% or more of the total
voting power of shares of capital stock of the Company (or the
surviving Person in such transaction) and, in anticipation of, in
connection with or as a result of, such transaction, the Company
(or such surviving Person) shall have incurred or issued
additional Indebtedness such that the total Indebtedness so
incurred or issued equals at least 50% of the consideration
payable in such transaction; PROVIDED, HOWEVER, that any such
transaction shall not be considered a Change of Control if the
holders of Notes shall have participated therein on no less than a
PARI PASSU basis (assuming conversion of all such holders' Notes
into Conversion Shares) with the Principal Shareholders;

     (vi) The shareholders of the Company approve any
transaction (or if no such approval is required, upon the
occurrence of any transaction) the result of which is that the
Common Stock shall no longer be required to be registered under
Section 12 of the Exchange Act and that the holders of shares of
Common Stock do not receive common stock of the Person surviving
such transaction that is required to be registered under Section
12 of the Exchange Act; or

     (vii)     The Company ceases to be the beneficial owner,
directly or indirectly, of the outstanding shares of capital stock
of WellCare of New York, Inc., entitling the Company   to exercise
50% or more of the total votes entitled to be cast at a regular 
or special meeting, or by action by written consent of the
shareholders of WellCare of New York, Inc.

     For purposes of this Agreement (a) "CONVERSION SHARES" shall
mean the Common Stock issued or issuable upon the conversion of
the Notes; (b) "INDEBTEDNESS" shall mean as to any Person (i) all
obligations of such Person for borrowed money (including without
limitation, reimbursement and all other obligations with respect
to surety bonds, letters of credit and bankers' acceptances,
whether or not matured), (ii) all obligations evidenced by notes,
bonds, debentures or similar instruments, (iii) all obligations to
pay the deferred purchase price of property or services, except
trade accounts payable and accrued liabilities arising in the
ordinary course of business, (iv) all interest rate and currency
swaps and similar agreements under which payments are obligated to
be made, whether periodically or upon the happening of a
contingency, (v) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect
to property acquired by such Person (even though the rights and
remedies of the seller or lender under such agreement in the event
of default are limited to repossession or sale of such property),
(vi) all obligations under leases which have been or should be, in
accordance with GAAP, recorded as capital leases, (vii) all
indebtedness secured by any lien on any property or asset owned or
held by that Person regardless of whether the indebtedness secured
thereby shall have been assumed by that Person or is non-recourse
to the credit of that Person, and (viii) any contingent obligation
of the foregoing; (c) "NOTES" shall mean the 6.0% Subordinated
Convertible Notes due December 31, 2002 of the Company; (d)
"PERSON" shall mean any individual, partnership, corporation,
business trust, joint stock company, trust, unincorporated
association, joint venture, or other entity of whatever nature;
and (e) "PRINCIPAL SHAREHOLDERS" shall mean Edward A. Ullmann and
Robert W. Morey.

          4.        HOW OPTION MAY BE EXERCISED.

          This option is exercisable by a written notice signed
by you and delivered to the Company at its executive offices
signifying your election to exercise this option.  The notice must
state the number of shares of Common Stock being purchased, must
contain a statement by you (in a form acceptable to the Company)
that such shares are being acquired by you for investment and not
with a view to their distribution or resale (unless a registration
statement covering the shares purchasable has been declared
effective by the Securities and Exchange Commission) and must be
accompanied by payment as set forth in Section 5 hereof for the
full purchase price of the shares being purchased, plus such
amount, if any, as is required for withholding taxes. 
Notwithstanding anything herein to the contrary, this option may
not be exercised for less than fifty thousand shares at any one
time (or the remaining shares then purchasable if less than fifty
thousand).
<PAGE>
          If notice of the exercise of this option is given by a
person or persons other than you, the Company may require, as a
condition to the exercise of this option, the submission to the
Company of appropriate proof of the right of such person or
persons to exercise this option.  

          Certificates for shares of the Common Stock so
purchased will be issued as soon as practicable.  The Company,
however, shall not be required to issue or deliver a certificate
for any shares until it has complied with all requirements of the
Securities Act of 1933, the Exchange Act, The Nasdaq National
Market or any stock exchange on which the Common Stock may then be
listed and all applicable state laws in connection with the
issuance or sale of such shares or the listing of such shares
thereon.  Further, in the event a registration statement relating
to the shares of Common Stock purchasable upon exercise of this
option has been declared effective by the Securities and Exchange
Commission, you agree by accepting this option to refrain from
selling or offering to sell any of the shares of Common Stock
purchasable hereunder for such reasonable period of time after the
effective date of a registration statement relating to an
underwritten offering of securities of the Company as may be
requested by the managing underwriter of such underwritten
offering and approved by the Company's Board of Directors.

     Until the issuance of the certificate for such shares, you
or such other person as may be entitled to exercise this option,
shall have none of the rights of a shareholder with respect to the
shares purchasable upon exercise of this option.

     5.        PAYMENT OF OPTIONS.

     Payment for the shares of Common Stock may be made (i) in
cash or by check payable to the order of the Company, (ii) by
surrender of shares of Common Stock having a Fair Market Value
equal to the exercise price of this option; or (iii) by any
combination of the foregoing where approved by the Committee in
its sole discretion; PROVIDED, HOWEVER, in the event of payment
for the shares of Common Stock by method (ii) above, the shares of
Common Stock so surrendered, if originally issued to you upon
exercise of an option granted by the Company, must have been held
by you for more than six months.

     6.        TERM AND TERMINATION OF OPTIONS.

     This option expires on December 22, 2001 at 5 p.m., New York
time, whether or not it has been duly exercised.

     Notwithstanding anything herein to the contrary, this option
shall immediately terminate, lapse and expire upon the occurrence
of any of the following: (i) your refusal, prior to

<PAGE>

December 31, 1999, to act at the Company's request as Chief
Executive Officer of the Company; (ii) your refusal, prior to
December 31, 2001, to act at the Company's request as a director
of the Company; (iii) your removal as Chief Executive Officer by
the Company With Cause (as defined below) or (iv) your removal as
a director by the Company "for cause" pursuant to the procedures
set forth in the Company's charter.  For purposes of this Section
6, the term "With Cause" shall mean (a) your willful failure to
perform your reasonable responsibilities and duties attendant to
your position with the Company or (b) your indictment for any
felony.

          If you cease being either Chief Executive Officer or a
director of the Company other than by reason of (i) through (iv)
above, including without limitation by reason of your death or
Disability, this option shall continue in full force and effect
until its expiration on December 22, 2001.

          7.   SUBJECT TO TERMS OF THE PLAN.

          This non-incentive stock option agreement shall be
subject in all respects to the terms and conditions of the Plan. 
In the event of any question or controversy relating to the terms
of the Plan, the decision of the Committee shall be conclusive.

          8.   TAX STATUS; EXCISE TAXES.

          This option does not qualify as an "incentive stock
option" under the provisions of Section 422 of the Code and the
income tax implications of your receipt of a non-incentive stock
option and your exercise of such an option should be discussed
with your tax counsel.

          In addition, if following a Change in Control, any
payment made hereunder alone or in conjunction with any other
payments made or estimated to be made by the Company or any of its
subsidiaries would cause you to be liable for the federal excise
tax levied on certain "excess parachute payments" under Section
4999 of the Internal Revenue Code, you shall be solely responsible
for the payment of such excise tax and may not seek reimbursement
therefor from the Company.  

          You shall not, however, be liable in any way to
reimburse the Company for any loss it may suffer if following a
Change in Control, any payment made hereunder alone or in
conjunction with any other payments made or estimated to be made
by the Company or any of its subsidiaries would not be
deductibility by the Company for federal income tax purposes
solely by reason of Internal Revenue Code Section 280G. 

                    Sincerely yours,

                    THE WELLCARE MANAGEMENT GROUP, INC.


                    By: /s/ Joseph Papa
                    Name: Joseph Papa  
                    Title: President/CEO



AGREED TO AND ACCEPTED:

/s/ Robert W. Morey, Jr.
Robert W. Morey
Signature of Option holder