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                                                                   EXHIBIT 10(G)
                                                                                

                                AMENDMENT NO. 2
                                      TO
                        AMERICAN DENTAL PARTNERS, INC.
             AMENDED AND RESTATED 1996 AFFILIATE STOCK OPTION PLAN
             -----------------------------------------------------

     The American Dental Partners, Inc. Amended and Restated 1996 Affiliate
Stock Option Plan, as previously amended (the "Plan"), is hereby amended
pursuant to the following provisions:

     1.     Definitions
            -----------

     All capitalized terms used in this amendment which are not otherwise
defined herein shall have the respective meanings given such terms in the Plan.

     2.     Change in Control
            -----------------

     Section 10 of the Plan is hereby deleted from the Plan in its entirety and
replaced with the following:

     (S)10. Change in Control.
            ----------------- 

            (a)  Accelerated Vesting and Company Purchase Option.
                 ----------------------------------------------- 

               Notwithstanding any provision of the Plan or any Stock Option
          Agreement to the contrary (unless such Stock Option Agreement contains
          a provision referring specifically to this (S)10 and stating that this
          (S)10 shall not be applicable to the Option evidenced by such Stock
          Option Agreement), if a Change in Control (as defined below) occurs,
          then

               (i)  Any and all Options theretofore granted and not fully vested
                    shall thereupon become vested and exercisable in full and
                    shall remain so exercisable in accordance with their terms;
                    provided that no Option which has previously been exercised
                    or otherwise terminated shall become exercisable; and

               (ii) The Company may, at its option, terminate any or all
                    unexercised Options and portions thereof not more than 30
                    days after such Change in Control; provided that the Company
                    shall, upon such termination and with respect to each Option
                    so terminated, pay to the Participant (or such Participant's
                    transferee, if applicable) theretofore holding such Option
                    cash in an amount equal to the difference between the fair
                    market value (as defined in (S)5(a), above) of the Shares
                    subject to the Option at the time the Company exercises its
                    option under this (S)10(a)(ii) and the exercise price of 
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                    the Option, less applicable withholding taxes; and provided
                    further that if such fair market value is less than such
                    exercise price, then the Board may, in its sole discretion,
                    terminate such Option without any payment.

          (b)  Definition of Change in Control.
               ------------------------------- 

               For purposes of the Plan, a "Change in Control" shall mean the
          happening of any of the following:

               (i)    The direct or indirect acquisition by any "person" as
                      defined in (S)3(a)(9) of the 1934 Act and as used in
                      (S)(S)13(d) and 14(d) thereof, including a "group" within
                      the meaning of (S)13(d) of the 1934 Act (hereinafter,
                      simply a "Person"), of "beneficial ownership" (within the
                      meaning of Rule 13d-3 under the 1934 Act) of securities of
                      the Company representing more than 50% of the combined
                      voting power of the Company's then outstanding voting
                      securities entitled to vote generally in the election of
                      directors of the Company (the "Company Voting
                      Securities"); provided that: (A) for purposes of this
                      subsection (i), the term "Person" shall not include the
                      Company, any subsidiary of the Company, any employee
                      benefit plan sponsored or maintained by the Company or any
                      subsidiary of the Company (including any trustee of such
                      plan acting as trustee), any person who was a stockholder
                      of the Company on the effective date of the Plan (an
                      "Existing Stockholder"), and any affiliate of an Existing
                      Stockholder; and (B) the provisions of this subsection (i)
                      shall not apply to (1) any acquisition of securities from
                      the Company or any of its subsidiaries, or (2) any
                      acquisition of securities pursuant to a Business
                      Combination (as defined below) which satisfies clauses
                      (A), (B), and (C) of subsection (iii) of this (S)10(b);


               (ii)   When, during any period of 24 consecutive months during
                      the existence of the Plan, the individuals who, at the
                      beginning of such period constitute the Board (the
                      "Incumbent Directors") cease for any reason other than
                      death to constitute at least at least a majority of the
                      Board; provided, however, that a director who was not a
                      director at the beginning of such 24-month period shall be
                      deemed to have satisfied such 24-month requirement (and be
                      an Incumbent Director) if such director was elected by, or
                      on the recommendation of or with the approval of, at least
                      two-thirds of the directors who then qualified as
                      Incumbent Directors either actually (because they were
                      directors at the beginning of such 24-month period) or by
                      prior operation of this (S)10(b)(ii); or

               (iii)  Approval by the stockholders of the Company of a
                      reorganization, merger, consolidation, or recapitalization
                      of the Company, or a sale 

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                      or other disposition of all or substantially all of the
                      assets of the Company, or the acquisition of the assets of
                      another corporation (any such transaction, a "Business
                      Combination"), or the consummation of a Business
                      Combination for which stockholder approval is not
                      obtained, unless, in any such case, following such
                      Business Combination: (A) all or substantially all of the
                      individuals and entities who were the beneficial owners of
                      the Company Voting Securities outstanding immediately
                      prior to such Business Combination beneficially own,
                      directly or indirectly, immediately following such
                      Business Combination, more than 50% of the combined voting
                      power of the then outstanding voting securities entitled
                      to vote generally in the election of directors of the
                      corporation resulting from such Business Combination in
                      substantially the same proportions as their ownership of
                      the Company Voting Securities immediately prior to such
                      Business Combination, and (B) at least a majority of the
                      members of the board of directors of the corporation
                      resulting from such Business Combination were Incumbent
                      Directors at the time of the execution of the initial
                      agreement, or of the action of the Board, providing for
                      such Business Combination; or

               (iv)   Approval by the stockholders of the Company of a complete
                      liquidation or dissolution of the Company.

     3.   Effective Date; Construction
          ----------------------------

     The effective date of this amendment is November 6, 1998, and this
amendment shall be deemed to be a part of the Plan as of such date and shall be
applicable to all Options granted prior to that date, as well as Options
hereafter granted.  In the event of any inconsistencies between the provisions
of the Plan and this amendment, the provisions of this amendment shall control.
Except as modified by this amendment, the Plan shall continue in full force and
effect without change.

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