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                                                                EXHIBIT 10.3(ii)

                         HEALTH MANAGEMENT SYSTEMS, INC.

                               Amendment No. 6 to
                 Stock Option and Restricted Stock Purchase Plan

            Amendment, dated as of December 2, 1997 (the "Effective Date"), to
the Stock Option and Restricted Stock Purchase Plan (the "Plan") of Health
Management Systems, Inc., a New York corporation (the "Company"), subject to the
approval of shareholders.

            1. All terms not otherwise defined in the Amendment shall have
meanings ascribed to them in the Plan.

            2. The Plan, as amended, provides that the Board of Directors (or
the Committee) shall have the sole authority and discretion to determine the
number of shares of Common Stock that may be issued under each Award or Option.

            3. In order to ensure that compensation with respect to Awards
and/or Options granted under the Plan will continue to be deductible for income
tax purposes under Section 162(m) of the Code, this amendment ("Amendment No.
6") to the Plan, adopted by the Board of Directors on December 2, 1997, subject
to approval by the shareholders of the Company, limits the number of shares of
Common Stock that may be subject to an Award and/or Option awarded to any single
Employee in any fiscal year of the Company to 150,000 shares, and requires that
grants be made by a committee of the Board of Directors consisting solely of at
least two "outside directors."

            4. Pursuant to the foregoing, the following is hereby inserted as
Section 2.10 of the Plan:

                  2.10 "Outside Director" means a director of the Company who is
an "outside director" within the meaning of Section 162(m) of the Code and the
regulations promulgated thereunder.

            5. Pursuant to the foregoing, current Sections 2.10, 2.11, 2.12 and
2.13 of the Plan are hereby renumbered to be Sections 2.11, 2.12, 2.13 and 2.14,
respectively.

            6. Pursuant to the foregoing, Section 3 of the Plan
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is hereby eliminated in its entirety, and the following is inserted in its place
and stead:

                  Section 3. Eligibility. Awards and/or Options may be granted
to any Employee. The Board of Directors (or the Committee) shall have the sole
authority to select the persons to whom Awards and/or Options are to be granted
hereunder, and to determine whether a person is to be granted a Non-Qualified
Option, an ISO or an Award or any combination thereof. No person shall have any
right to participate in the Plan. Any person selected by the Board of Directors
or the Committee for participation during any one period will not by virtue of
such participation have the right to be selected as a Participant for any other
period. No person may be granted, in any fiscal year of the Company, Awards
and/or Options to purchase more than 150,000 shares of Common Stock.

            7. Pursuant to the foregoing, Section 5.1 of the Plan is hereby
eliminated in its entirety, and the following is inserted in its place and
stead:

                  5.1 The Plan shall be administered by the Board of Directors
or, if established at any time by the Board of Directors, by a committee thereof
(the "Committee"). The Committee shall be appointed from time to time by, and
shall serve at the pleasure of, the Board of Directors. To the extent that the
Board of Directors determines it to be desirable to qualify Awards and/or
Options granted hereunder as "performance-based compensation" within the meaning
of Section 162(m) of the Code, the Plan shall be administered by a Committee
consisting solely of two or more Outside Directors.

            8. Other than as amended hereby, the Plan shall remain in full force
and effect.

            9. This Amendment No 6. shall be effective as of the Effective Date.