SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

POWERS GALEN D

(Last)

(First)

(Middle)

401 PARK AVENUE SOUTH

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HMS HOLDINGS CORP [ HMSY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/10/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/10/2007⁽¹⁾		M		1,500	A	$6.97	6,698	D
Common Stock	01/10/2007⁽¹⁾		F		1,500	D	$16.65	5,198	D
Common Stock	01/10/2007⁽¹⁾		M		1,500	A	$7	6,698	D
Common Stock	01/10/2007⁽¹⁾		F		1,500	D	$16.65	5,198	D
Common Stock	01/10/2007⁽¹⁾		M		7,500	A	$6.44	12,698	D
Common Stock	01/10/2007⁽¹⁾		F		7,500	D	$16.65	5,198	D
Common Stock	01/10/2007⁽¹⁾		M		1,500	A	$4.22	6,698	D
Common Stock	01/10/2007⁽¹⁾		F		1,500	D	$16.65	5,198	D
Common Stock	01/10/2007⁽¹⁾		M		10,000	A	$2.48	15,198	D
Common Stock	01/10/2007		F		10,000	D	$16.65	5,198	D
Common Stock								237	I	Held by family member⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$3.05							⁽⁵⁾	11/06/2013	Common Stock	30,000		30,000	D
Non-Qualified Stock Option (right to buy)	$6.95							⁽⁵⁾	04/14/2015	Common Stock	15,000		15,000	D
Non-Qualified Stock Option (right to buy)	$14.66							⁽⁶⁾	11/02/2016	Common Stock	6,650		6,650	D
Non-Qualified Stock Option (right to buy)	$2.48	01/10/2007⁽¹⁾		D			10,000	⁽⁵⁾	12/12/2001	Common Stock	26,500	$16.65	16,500	D
Non-Qualified Stock Option (right to buy)	$4.22	01/10/2007⁽¹⁾		D			1,500	⁽³⁾	10/29/2009	Common Stock	1,500	$16.65	0	D
Non-Qualified Stock Option (right to buy)	$6.44	01/10/2007⁽¹⁾		D			7,500	⁽⁴⁾	11/13/2008	Common Stock	7,500	$16.65	0	D
Non-Qualified Stock Option (right to buy)	$6.97	01/10/2007⁽¹⁾		D			1,500	⁽⁴⁾	10/31/2007	Common Stock	1,500	$16.65	0	D
Non-Qualified Stock Option (right to buy)	$7	01/10/2007⁽¹⁾		D			1,500	⁽⁴⁾	10/30/2008	Common Stock	1,500	$16.65	0	D

Explanation of Responses:

1. Transaction pursuant to 10b5-1 Sales Plan.

2. Shares of common stock owned by members of the family of the Reporting Person, as to which the Reporting Person disclaims beneficial ownership.

3. Options vest with 25% vesting on the date of the grant, and the remainder vesting equally on the next three anniversary dates.

4. Options will vest in 1/3 increments on the anniversary date of the grant, starting on the first anniversary date.

5. Options vest in 1/3 increments with 1/3 vesting on grant date, and 1/3 on each of the next 2 anniversary dates.

6. Options will vest in 25% increments on the anniversary date of the grant, starting on the first anniversary date.

	Thomas G. Archbold for Galen D. Powers. Authorized by power of attorney dated October 25, 2004.	01/12/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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