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                                                                 EXHIBIT 10.17

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                          HEALTHCARE RECOVERIES, INC.
                                as the Borrower
                                        
                                      And
                                        
                    THE FINANCIAL INSTITUTIONS NAMED HEREIN
                                   as Lenders

                                      And

                         NATIONAL CITY BANK OF KENTUCKY
                            as Administrative Agent
                                        
                             ---------------------

                                 AMENDMENT NO.2
                                  dated as of
                                 March 1, 1999

                                       to

                                CREDIT AGREEMENT
                                  dated as of
                                February 1, 1998

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                      AMENDMENT NO. 2 TO CREDIT AGREEMENT

     THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of March 1, 1999 ("THIS
AMENDMENT"), among the following:

          (i)     HEALTHCARE RECOVERIES, INC., a Delaware corporation (herein, 
together with its successors and assigns, the "BORROWER");

          (ii)    the financial institutions listed on the signature pages 
hereof (the "LENDERS"); and 

          (iii)   NATIONAL CITY BANK OF KENTUCKY, a national banking 
association, as Administrative Agent (the "ADMINISTRATIVE AGENT") for the
Lenders under the Credit Agreement:  

PRELIMINARY STATEMENTS:

     (1)  The Borrower, the Lenders named therein, and the Administrative
Agent entered into the Credit Agreement, dated as of February 1, 1998,
as amended by Amendment No. 1 thereto, dated as of May 15, 1998 (as so 
amended, the "CREDIT AGREEMENT";  with the terms defined therein, or the 
definitions of which are incorporated therein, being used herein as so defined).

     (2)  The parties hereto desire to amend certain of the terms of the 
Credit Agreement, as more fully set forth below.

     NOW, THEREFORE, the parties hereby agree as follows:

     1.   AMENDMENTS.

     1.1. REPRESENTATIONS AS TO USE OF PROCEEDS.  Section 7.7(b) of the Credit
Agreement is amended to read in its entirety as follows:

          (b)     No part of the proceeds of any Credit Event will be used 
     directly or indirectly to purchase or carry Margin Stock, or to extend 
     credit to others for the purpose of purchasing or carrying any Margin 
     Stock, in violation of the provisions of Regulation T, U or X of the Board 
     of Governors of the Federal Reserve System.  The Borrower is not engaged 
     in the business of extending credit for the purpose of purchasing or 
     carrying any Margin Stock.  At no time would more than 25% of the value of 
     the assets of the Borrower or of the Borrower and its consolidated 
     Subsidiaries that are subject to any "arrangement" (as such term is used 
     in section 221.2(g) of such Regulation U) hereunder be represented by 
     Margin Stock.

     1.2. DIVIDENDS; STOCK REPURCHASES, ETC.  Section 9.6 of the Credit 
Agreement is amended to read in its entirety as follows:

          9.6.      DIVIDENDS; STOCK REPURCHASES, ETC.  The Borrower will not 
(a) directly or indirectly declare, order, pay or make any dividend (other than 
dividends payable solely in capital stock of the Borrower) or other 
distribution on or in respect of any capital stock of any class of the 
Borrower, whether by reduction of capital or otherwise, or (b) directly or 
indirectly make, or

                 
         

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permit any of its Subsidiaries to directly or indirectly make, any purchase,
redemption, retirement or other acquisition of any capital stock of any class of
the Borrower (other than for a consideration consisting solely of capital stock
of the same class of the Borrower) or of any warrants, rights or options to
acquire or any securities convertible into or exchangeable for any capital stock
of the Borrower, except that if no Event of Default shall have occurred and be
continuing or would result therefrom,

          (i)      the Borrower shall be permitted to declare and pay cash 
dividends of up to 100% of the net after tax proceeds of any extraordinary or 
other non-recurring cash gain, if such dividend is declared and paid within 90 
days following the recognition of such gain; and

          (ii)     the Borrower and its Subsidiaries shall be permitted to 
purchase and/or repurchase for cash consideration shares of common stock of the 
Borrower (and any associated rights), if the aggregate amount expended for such 
purposes subsequent to December 31, 1998 does not exceed $10,000,000.

     1.3. MINIMUM CONSOLIDATED NET WORTH.  Section 9.11 of the Credit Agreement
is amended to read in its entirety as follows:

          9.11.    MINIMUM CONSOLIDATED NET WORTH.   The Borrower will not
permit its Consolidated Net Worth at any time to be less than $33,500,000,
except that

               (i)      effective as of the end of the Borrower's fiscal quarter
          ended March 31, 1999, and as of the end of each fiscal quarter 
          thereafter, the foregoing amount (as it may from time to time be 
          increased or decreased as herein provided), shall be increased by 75% 
          of the consolidated net income of the Borrower and its Subsidiaries 
          for the fiscal quarter ended on such date, if any, as determined in 
          conformity with GAAP (there being no reduction in the case of any 
          such consolidated net income which reflects a deficit),

               (ii)     the foregoing amount (as it may from time to time be 
          increased or decreased as herein provided), shall be increased by an 
          amount equal to 50% of the cash proceeds (net of underwriting 
          discounts and commissions and other customary fees and costs 
          associated therewith) from any sale or issuance of equity by the 
          Borrower after December 31, 1998 (other than any sale or issuance to 
          management or employees pursuant to employee benefit plans of general 
          application),

               (iii)    the foregoing amount (as it may from time to time be 
          increased or decreased as herein provided), shall be increased by an 
          amount equal to 50% of the increase in Consolidated Net Worth 
          attributable to the issuance of common stock or other equity 
          interests subsequent to December 31, 1998 as consideration in any
          Acquisitions permitted under section 9.2, and

               (iv)     the foregoing amount (as it may from time to time be 
          increased or decreased as herein provided), shall be decreased by 90% 
          of the aggregate amount expended by the Borrower and its Subsidiaries 
          subsequent to December 31, 1998 for the purchase or repurchase of 
          shares of common stock of the Borrower (and any associated rights).


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     1.4. Advances, Investments, Loans and Guaranty Obligations.  Clause (p) of 
          section 9.5 of the Credit Agreement is amended to read in its 
          entirety as follows:

          (p)  any other loans, advances, investments (whether in the form of 
     cash or contribution of property, and if in the form of a contribution of 
     property, such property shall be valued for purposes of this clause (p) at 
     the fair value thereof as reasonably determined by the Borrower) and 
     Guaranty Obligations, including, without limitation, in or to or for the 
     benefit of, Subsidiaries, joint ventures, or other persons, not otherwise 
     permitted by the foregoing clauses, made after the end of the most recent 
     fiscal quarter of the Borrower for which financial statements were 
     furnished to the Lenders prior to the Effective Date (such loans, advances 
     and investments and Guaranty Obligations, collectively, "BASKET 
     INVESTMENTS AND GUARANTEES"), shall be permitted to be incurred if (i) no 
     Event of Default shall have occurred and be continuing, or would result 
     therefrom, (ii) the aggregate Basket Investments and Guarantees 
     outstanding at any time does not exceed $10,000,000, and (iii) no more 
     than $750,000 of the aggregate Basket Investments and Guarantees 
     outstanding at any time consists of loans or advances to, and Guaranty 
     Obligations incurred to support Indebtedness of, officers, directors and 
     employees of the Borrower and its Subsidiaries.

     SECTION 2.  REPRESENTATIONS AND WARRANTIES.

     The Borrower represents and warrants as follows:

     2.1. AUTHORIZATION, VALIDITY AND BINDING EFFECT.  This Amendment has been
duly authorized by all necessary corporate action on the part of the Borrower,
has been duly executed and delivered by a duly authorized officer or officers of
the Borrower, and constitutes the valid and binding agreement of the Borrower,
enforceable against the Borrower in accordance with its terms.

     2.2. REPRESENTATIONS AND WARRANTIES TRUE AND CORRECT.  The representations 
and warranties of the Borrower contained in the Credit Agreement, as amended 
hereby, are true and correct on and as of the date hereof as though made on and 
as of the date hereof, except to the extent that such representations and 
warranties expressly relate to a specified date, in which case such 
representations and warranties are hereby reaffirmed as true and correct when 
made.

     2.3. NO EVENT OF DEFAULT, ETC.  No condition or event has occurred or 
exists which constitutes or which, after notice or lapse of time or both, would 
constitute an Event of Default.

     2.4. COMPLIANCE.    The Borrower is in full compliance with all covenants 
and agreements contained in the Credit Agreement, as amended hereby.

     SECTION 3.  EFFECTIVENESS

     This Amendment shall become effective on and as of the date (the 
"EFFECTIVE DATE"), on or before March 31, 1999 if the following conditions are 
satisfied:

          (a)  this Amendment shall have been executed by the Borrower and the 
     Administrative Agent, and counterparts hereof as so executed shall have 
     been delivered to the Administrative Agent; and

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          (b)  the Administrative Agent shall have been notified by the 
     Required Lenders that such Lenders have executed this Amendment (which 
     notification may be by facsimile or other written confirmation of such 
     execution).

The Administrative Agent shall notify the Borrower and each Lender in writing 
of the effectiveness hereof.

     SECTION 4.  RATIFICATIONS.

     The terms and provisions set forth in this Amendment shall modify and
supersede all inconsistent terms and provisions set forth in the Credit
Agreement, and except as expressly modified and superseded by this Amendment,
the terms and provisions of the Credit Agreement are ratified and confirmed and
shall continue in full force and effect.

     SECTION 5.  MISCELLANEOUS.

     5.1. SUCCESSORS AND ASSIGNS.  This Amendment shall be binding upon and
inure to the benefit of the Borrower, each Lender and the Administrative Agent 
and their respective permitted successors and assigns.

     5.2. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  All representations and 
warranties made in this Amendment shall survive the execution and delivery of 
this Amendment, and no investigation by the Administrative Agent or any Lender 
or any subsequent Loan or issuance of a Letter of Credit shall affect the 
representations and warranties or the right of the Administrative Agent or any 
Lender to rely upon them.

     5.3. REFERENCE TO CREDIT AGREEMENT.  The Credit Agreement and any and all 
other agreements, instruments or documentation now or hereafter executed and 
delivered pursuant to the terms of the Credit Agreement as amended hereby, are 
hereby amended so that any reference therein to the Credit Agreement shall 
mean a reference to the Credit Agreement as amended hereby.

     5.4. EXPENSES.  As provided in the Credit Agreement, but without limiting 
any terms or provisions thereof, the Borrower agrees to pay on demand all costs 
and expenses incurred by the Administrative Agent in connection with the 
preparation, negotiation, and execution of this Amendment, including without 
limitation the costs and fees of the Administrative Agent's special legal 
counsel, regardless of whether this Amendment becomes effective in accordance 
with the terms hereof, and all costs and expenses incurred by the 
Administrative Agent or any Lender in connection with the enforcement or 
preservation of any rights under the Credit Agreement, as amended hereby.

     5.5. SEVERABILITY.  Any term or provision of this Amendment held by a 
court of competent jurisdiction to be invalid or unenforceable shall not impair 
or invalidate the remainder of this Amendment and the effect thereof shall be 
confined to the term or provision so held to be invalid or unenforceable.

     5.6. APPLICABLE LAW.  This Amendment shall be governed by and construed 
in accordance with the laws of the Commonwealth of Kentucky.

     5.7. HEADINGS.  The headings, captions and arrangements used in this 
Amendment are for convenience only and shall not affect the interpretation of 
this Amendment.


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     5.8. ENTIRE AGREEMENT.  This Amendment is specifically limited to the 
matters expressly set forth herein.  This Amendment and all other instruments, 
agreements and documentation executed and delivered in connection with this 
Amendment embody the final, entire agreement among the parties hereto with 
respect to the subject matter hereof and supersede any and all prior 
commitments, agreements, representations and understandings, whether written
or oral, relating to the matters covered by this Amendment, and may not be
contradicted or varied by evidence of prior, contemporaneous or subsequent
oral agreements or discussions of the parties hereto.  There are no oral 
agreements among the parties hereto relating to the subject matter hereof 
or any other subject matter relating to the Credit Agreement.

     5.9. COUNTERPARTS.  This Amendment may be executed by the parties hereto 
separately in one or more counterparts, each of which when so executed shall be 
deemed to be an original, but all of which when taken together shall constitute 
one and the same agreement

     IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as 
of the date first above written.


<TABLE>
<S>                                                              <C>
HEALTHCARE RECOVERIES, INC.                                      NATIONAL CITY BANK OF KENTUCKY,
                                                                   individually as a Lender, a Letter of
                                                                   Credit Issuer and as Administrative Agent

By: /s/ Douglas R. Sharps
   --------------------------------------------
       Chief Financial Officer                                   By: /s/ Deroy Scott
                                                                    --------------------------------------------
                                                                           Vice President  

BANK ONE, KENTUCKY, N. A.                                        FIRST AMERICAN NATIONAL BANK


By:  /s/ Dennis P. Heishman                                      By: /s/ Kent Wood
   ---------------------------------------------                    --------------------------------------------
       Senior Vice President                                               Vice President

PNC BANK, N. A.                                                  LASALLE NATIONAL BANK


By: /s/ Benjamin A. Willingham                                   By: /s/ David S. Killpack
   ---------------------------------------------                    --------------------------------------------
       Vice President                                                      First Vice President  


</TABLE>


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