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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                (AMENDMENT NO. 2)

                                   (Mark One)

       (X)        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES Exchange Act of 1934 for the
                     fiscal year ended December 31, 2003 or

       ( )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES Exchange Act of 1934 for the
                   transition period from ________ to ________

                         Commission file number 0-22019

                               HEALTH GRADES, INC.
             (Exact name of registrant as specified in its charter)



                Delaware
    (State or other jurisdiction of                     62-1623449
     incorporation or organization)         (I.R.S. Employer Identification No.)

     44 Union Boulevard, Suite 600
           Lakewood, Colorado                             80228
(Address of principal executive offices)                (Zip Code)

       Registrant's telephone number, including area code: (303) 716-0041

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

         Title of each class           Name of each exchange on which registered
                 None                                   None


           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                     Common Stock, par value $.001 per share
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes (X)  No ( )

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in the definitive proxy statement incorporated
by reference in Part III of this annual report on Form 10-K or any amendment to
this annual report on Form 10-K. (X)

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes ( )  No (X)

As of June 30, 2003, the aggregate market value of the Common Stock held by
non-affiliates of the registrant was $2,976,257. Such aggregate market value was
computed by reference to the closing sale price of the Common Stock as reported
on the OTC Bulletin Board on such date. For purposes of making this calculation
only, the registrant has defined "affiliates" as including all directors and
beneficial owners of more than five percent of the Common Stock of the Company.

As of April 23, 2004 there were 25,020,990 shares of the registrant's Common
Stock outstanding.


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This amendment to Health Grades, Inc.'s ("HealthGrades") Form 10-K for the
fiscal year ended December 31, 2003 is being filed to include information
inadvertently omitted from Amendment No. 1.



ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES


AUDIT FEES

         The aggregate fees billed for professional services rendered by Grant
Thornton LLP for the audit of our annual financial statements for the years
ended December 31, 2003 and 2002 and the review of the our financial statements
included in the our quarterly reports on Form 10-Q filed during 2003 and our
quarterly report on Form 10-Q for the quarter ended September 30, 2002 were
$61,988 and $46,888, respectively.

AUDIT RELATED FEES

         There were no fees billed in 2003 or 2002 for assurance and related
services rendered by Grant Thornton LLP that were reasonably related to the
performance of the audit or review of our consolidated financial statements and
were not reported under "Audit Fees" above.

TAX FEES

         There were no fees billed in 2003 or 2002 for professional services
rendered by Grant Thornton LLP for tax compliance, tax advice and tax planning.

ALL OTHER FEES

         There were no fees billed in 2003 or 2002 for products and services
provided by Grant Thornton LLP, other than the services referred to above.





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                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                          HEALTH GRADES, INC.

Date: May 7, 2004                         By /s/ Kerry R. Hicks
                                             -----------------------------------
                                             Kerry R. Hicks
                                             Chief Executive Officer


Date: May 7, 2004                         By /s/ Allen Dodge
                                             -----------------------------------
                                             Allen Dodge
                                             Senior Vice President - Finance/CFO








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                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                             DESCRIPTION
<S>            <C>
  3.1          Form of Amended and Restated Certificate of Incorporation
               (incorporated by reference to Exhibit 3.1 to our Annual Report on
               Form 10-K for the year ended December 31, 2001.)

  3.2          Amended and Restated Bylaws (incorporated by reference to
               Exhibit 3.2 to our Annual Report on Form 10-K for the year ended
               December 31, 2001.)

 10.1*         1996 Equity Compensation Plan, as amended (incorporated by
               reference to Exhibit 10.1 to our Annual Report on Form 10-K for
               the year ended December 31, 2002.)

 10.2.1        Loan and Security Agreement dated May 10, 2002 by and between
               Health Grades, Inc., Healthcare Ratings, Inc., ProviderWeb.net,
               Inc., and Silicon Valley Bank (incorporated by reference to
               Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter
               ended June 30, 2002.)

 10.2.2        Loan Modification Agreement dated March 11, 2003 by and between
               Health Grades, Inc. and Silicon Valley Bank (incorporated by
               reference to Exhibit 10.2.2 to our Annual Report on Form 10-K for
               the year ended December 31, 2002.)

 10.3          Stock and Warrant Repurchase Agreement dated March 11, 2003
               (incorporated by reference to Exhibit 10.3 to our Annual Report
               on Form 10-K for the year ended December 31, 2002.)

 10.4*         Employment Agreement dated as of April 1, 1996 by and between
               Specialty Care Network, Inc. and Kerry R. Hicks (incorporated by
               reference to Exhibit 10.3 to our Registration Statement on Form
               S-1 (File No. 333-17627))

 10.5.1*       Employment Agreement between Specialty Care Network, Inc. and
               David Hicks, dated March 1, 1996 (incorporated by reference to
               Exhibit 10.8 to our Registration Statement of Form S-1 (File No.
               333-17627))

 10.5.2*       Amendment to Employment Agreement between Specialty Care Network,
               Inc. and David Hicks, dated December 2, 1997. (incorporated by
               reference to Exhibit 10.8.1 to our Annual Report on Form 10-K for
               the fiscal year ended December 31, 1997)

 23.1          Consent of Grant Thornton LLP (incorporated by reference to
               Exhibit 23.1 to our Annual Report on Form 10-K for the fiscal
               year ended December 31, 2003)

 23.2          Consent of Ernst & Young LLP (incorporated by reference to
               Exhibit 23.2 to our Annual Report on Form 10-K for the fiscal
               year ended December 31, 2003)

 31.1/\        Certification of the Chief Executive Officer pursuant to
               Rule 15d-14(a) under the Securities Exchange Act.

 31.2/\        Certification of the Chief Financial Officer pursuant to
               Rule 15d-14(a) under the Securities Exchange Act.

 32.1          Certification of the Chief Executive Officer pursuant to
               Rule 15d-14(b) under the Securities Exchange Act (incorporated by
               reference to Exhibit 32.1 to our Annual Report on Form 10-K for
               the fiscal year ended December 31, 2003)

 32.2          Certification of the Chief Financial Officer pursuant to
               Rule 15d-14(b) under the Securities Exchange Act (incorporated by
               reference to Exhibit 32.2 to our Annual Report on Form 10-K for
               the fiscal year ended December 31, 2003)
</TABLE>

 * - Constitutes a management contract, compensatory plan or arrangement
     required to be filed as an exhibit to this report.

/\ - Filed herewith.