Exhibit 10.1.1

                    FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

         THIS FIRST  AMENDMENT TO  EMPLOYMENT  AGREEMENT is dated as of November
13, 1996, by and between HCIA INC., a Maryland  corporation  (the "Company") and
GEORGE D. PILLARI (the "Executive").

                                 R E C I T A L S

         WHEREAS,  the  Company and the  Executive  entered  into an  Employment
Agreement, dated as of January 1, 1995 (the "Employment Agreement"), pursuant to
which the  Executive  serves as the Chairman of the Board,  President  and Chief
Executive Officer of the Company.

         WHEREAS,  the Company and the Executive  desire to amend the Employment
Agreement  to  provide  for  certain  additional  terms  as  further  set  forth
hereinbelow.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants herein contained, the parties hereto agree as follows:

         1.       Definitions.  Except as otherwise  defined herein,  any
capitalized  term used herein shall have the meaning set forth in the Employment
Agreement.

         2.       Amendment to Section  4(b)(i).  Section 4(b)(i) of the
Employment  Agreement is hereby amended by deleting the penultimate sentence
thereof and inserting the following in lieu thereof:

                  "(i) As used herein,  the  "Severance  Amount"  shall mean two
times the sum of (x) the  Executive's  highest Salary and (y) the highest Target
Bonus  percentage paid or payable to the Executive at any time prior to the date
of such  termination or  resignation  (such sum being not less than 140% of such
salary).  (For purposes of calculating  the Severance  Amount,  the Target Bonus
shall include cash bonuses and the value on the grant date, as determined by the
Compensation  Committee of the Board of Directors,  of any restrictive  stock or
restrictive  stock units or other awards  granted in lieu of cash, but excluding
the value of any stock options)."

         3.       Amendment  to  Section  6(a)  of  the  Employment  Agreement.
Section  6(a)  of  the  Employment Agreement is hereby amended by adding the
following after subparagraph (iv) therein:

                  "(v) the Executive shall be fully vested in all stock options,
restrictive stock,  restrictive stock units and other awards theretofore awarded
under the Company's 1994 Stock and Incentive Plan, as amended,  or any successor
thereto;

                  (vi) for the purposes of calculating the  Executive's  benefit
under any in force retirement plan (the "Retirement  Plan"), the Executive shall
receive an additional two (2) years of credited service;

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                  (vii) within five  business  days  following  the  Executive's
termination  of  employment,  the  Company  shall make a lump sum payment to the
Executive  equal to the amount that the Company would have  contributed  for the
Executive's account under the Company's Savings Incentive Plan (or any successor
plan) (the "SIP") in respect of the two years following the date of termination,
based on (A) the formula for determining employer contributions in effect on the
date of  termination  and (B) the  Executive's  Salary and Target Bonus used for
purposes of determining  the Severance  Amount,  and  calculated  without giving
effect to the  limitations  provided for in Sections  401(a)(17)  and 415 of the
Internal  Revenue  Code of 1986,  as  amended  (the  "Code"),  or any  successor
provisions thereto;

                  (viii)  within  five  business  days  following  the  date  of
termination of employment, the Executive shall receive a lump sum payment of his
account balance as of the date of termination of any non-qualified plan, if any,
maintained by the Company or any of its affiliates to provide benefits in excess
of those  permitted  under the Code to be provided by the  Retirement  Plan. The
Company shall remain obligated to pay to the Executive or his  beneficiaries any
benefits  to which he or they  may be  entitled  under  any  non-qualified  plan
maintained by the Company or any of its affiliates  providing benefits in excess
of those permitted under the Code to be provided by the Retirement Plan, if any;
such  payments  shall be made in  accordance  with the terms of such plans,  and
benefits  thereunder shall take account of the two years of additional  credited
service provided for in subclause (vii) above;

                  (ix)  for  a  period  of  two  years  following  the  date  of
termination of employment  (the  "Continuation  Period"),  the Executive and his
dependents, if any, shall continue to participate (at no greater expense to them
then was the case for such coverage  prior to his  termination)  in the employee
benefit  arrangements  described in Section 3(d) hereunder;  provided,  however,
that the benefits shall cease to the extent the Executive  begins coverage under
the plans of a subsequent employer;

                  (x) at the end of the Continuation  Period,  the Executive and
his dependents shall be entitled to, for the remainder of his life,  medical and
dental benefits under any applicable  plans and programs of the Company as if he
retired  on the last day of the  Continuation  Period,  with  such  benefits  to
commence  immediately at the end of the Continuation  Period and with the amount
of  contributions  by the  Executive  to be no  greater  than  that of any other
employee  of the  Company  who had  retired on the last day of the  Continuation
Period  (it being  understood  and  agreed  that the  contribution  rates may be
changed, and the terms of such benefits may be modified, to the extent permitted
under the relevant plans, from those in effect on the date thereof);

                  (xi) during the Continuation Period, the Company shall provide
the Executive with appropriate  individual  outplacement  services and financial
planning at the Company's expense;

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                  (xii)  the  Executive  shall  be  fully  vested  in all  stock
options,  restrictive  stock,  restrictive  stock  units  and any  other  awards
theretofore awarded to him under the Company's 1994 Stock and Incentive Plan, as
amended, and any successor thereto; and

                  (xiii) the  Executive  shall  receive  all  amounts due to him
under any  compensatory  plan or arrangement of the Company and not specifically
addressed  above,  in  accordance  with  the  terms  of  the  relevant  plan  or
arrangement."

         4.       Amendment to Section 6.

                  Section  6 is  hereby  amended  by adding  the  following  new
subsection 6(c) thereto:

                  "(c) Upon any Change in Control,  the Executive shall be fully
vested in all stock options,  restrictive stock, restrictive stock units and any
other  awards  therefore  awarded  to him under  the  Company's  1994  Stock and
Incentive Plan, as amended, or any successor thereto."

         5.       Amendment to Section  10(b)(i).  Section  10(b)(i)  is  hereby
amended to change the  addressee of notices to the Company as follows:

                  "(i)     To the Company:

                                    HCIA Inc.
                                    300 East Lombard Street
                                    Baltimore, Maryland 21202
                                    Attention:  General Counsel"

         6.       Other  Provisions.  Except as amended  hereby,  the Employment
Agreement  shall continue in full force and  effect  in   accordance   with  its
terms.  This  First  Amendment  shall be  construed  and  enforced in accordance
with the laws of the State of Maryland, exclusive of its conflicts of laws
provision.

         IN WITNESS  WHEREOF,  the parties have executed this First Amendment as
of the date first set forth hereinabove.

                                  HCIA INC.

                                  By:  /s/ Charles A. Berardesco
                                       _______________________________________
                                       Charles A. Berardesco
                                       Senior Vice President & General Counsel

                                  EXECUTIVE:

                                       /s/ George D. Pillari
                                       _______________________________________
                                       George D. Pillari